HELLAAnnual Report2023

94 avenue Gambetta - 75020 PARIS +33 (0)1 85 56 97 00 www.carrenoir.com
FORVIA

Forvia_Hella_Logotype_NégatifFD

02
Annual report 2023

Overview of key figures
Key figures in € million or %

2023

2022

Currency and portfolio-adjusted sales

8,125

4,410

Reported sales

7,954

4,410

Operating income

486

195

Operating income margin

6.1%

4.4%

Earnings before interest and taxes (EBIT)

464

383

EBIT margin

5.8%

8.7%

Earnings for the period

266

352

Earnings per share (in €)

2.38

3.15

Net cash flow

205

233

Ratio of net cash flow to reported sales

2.6%

Research and development expenses

878

458

11.0%

10.4%

Capital expenditures

620

392

Capital expenditure ratio

7.8%

8.9%

Net financial debt / liquidity

-56

43

41.0%

41.9%

0.71

2.88

37,77336,280

R&D ratio

Equity ratio
Dividend proposal (in €, 2022: incl. special dividend after sale of HBPO shares)
Reporting staff (as of 31 December)HELLA changed its fiscal year to the calendar year as of 1 January 2023 and has therefore inserted a transitional short fiscal year. 2022 thus covers the period
1 June to 31 December 2022. The two periods are only comparable to a limited extent.

5.3%

03
Annual report 2023

Table of contents
HELLA at a glance 04

Regional positioning 07

To our shareholdersForeword 

08

The Management Board 

10

HELLA on the capital market 

11Highlights 

15

HELLA: 125 Years 

20

FORVIA 

24

Financial report
Group management report 27

Non-finacial report 

81

Report of the Supervisory Board 

130Consolidated financial statements 

134

Independent auditorsʼ certificate 

228

Responsibility statement 

236

Overview of committees 

237

Glossary 

240

Legal notice 

243

Key performance indicators in a three-year comparison 

244

04
Annual report 2023

HELLA
at a glance

HELLA is a listed, internationally positioned automotive
supplier. As a Company of the FORVIA Group,
HELLA stands for high-performance lighting
technology and vehicle electronics and, with its
Lifecycle Solutions business group, also covers a broad
service and product portfolio for the spare parts
and workshop business as well as for manufacturersof special vehicles.

05
Annual report 2023

Facts and figures
Fiscal year 2023

€8.1 billion
Adjusted Group sales

Group sales reported€8.0 billion

Operating income
margin

6.1%

Research anddevelopment ratio

11.0 %

Employees worldwide
in the permanent workforce

37,773Fiscal year 2023 (1 January to 31 December 2023)
Headcount as of 31 December 2023

06
Annual report 2023

The business groups
Total sales of the business groups before consolidationin the fiscal year 2023 (1 January to 31 December 2023)

39%
Electronics

48%
Lighting€3,887 million

8.0€3,372 million

Total reported salesin € billion

13%

Lifecycle Solutions€1,069 million

Lighting

Electronics

Lifecycle Solutions

HELLA made it big with vehicle lighting.
Today, the product portfolio of theLighting business group includes head­lamps, rear combination lamps, car bodylighting and interior lighting. It particularly
focuses on the development of futurerelevant technologies and functions.
This includes high-resolution, softwarecontrolled headlamps that realise newsafety and comfort functions.

While HELLA entered the electronics
business with lighting electronics, theCompany has long been a comprehensive
solutions provider in the field of vehicle
electronics. The product portfolio consistsof the product lines of Automated Driving,
Sensors and Actuators, Body Electronics
and Energy Management. These elec­
tronics solutions help make mobility safer,more efficient and more comfortable.

In the Lifecycle Solutions business group,
HELLA develops, produces and distributes
products for the independent aftermarket
and for workshops. HELLA also serves awide range of target groups in thisbusiness group, including manufacturersof agricultural and construction machin­ery, from buses, trucks and trailers tocustomers from the municipal and marine
sectors, by providing them with innovative
lighting and electronics products.

07
Annual report 2023

Regional positioning
Sales in the fiscal year 2023 (1 January to 31 December 2023)
Employees in the core workforce (as of 31 December 2023)

22%
58%

Europe€4,588 million

8.0

Asia, Pacific, RoW€1,742 million

Total reported salesin € billion

20%

North, Central and South America€1,624 million

40%

21%

Europe excluding Germany
15,017

Germany
7,943

37,773
Employees

21%

North, Central and South America
7,751

18%

Asia, Pacific, RoW
7,062

08
Annual report 2023

Foreword
Dear shareholders,
For the first time in the Companyʼs history, our sales reached theeight billion euro mark in 2023. Adjusted sales growth outperformed the automotive market by three percentage points. We
have significantly increased our profitability compared to the prioryear, with an operating income margin of 6.1 percent. And we weresuccessful in meeting our net cash flow target, as net cash flow inrelation to sales totalled 2.6%.
All in all, we therefore achieved satisfactory results in 2023 in avolatile market environment, and we achieved all our targets for theyear – even though growth momentum has slowed in some areas
since the second half of the year due to market conditions and our
profitability is still below the pre-pandemic level.
Based on our results in 2023, we intend to continue our establisheddividend policy of recent years. We will thus propose to our Annual
General Meeting on 26 April 2024 that a dividend of €0.71 per sharebe paid out. With a total amount of €79 million, we would thus
continue to distribute around 30 percent of the annual result to ourshareholders.
In addition to our financial results, we were able to record further
successes in the past fiscal year: Our order intake in 2023 totalledaround €11 billion and includes extensive lighting packages from
American and Chinese OEMs as well as significant technology packages for the Smart Lights interior lighting solution, for 77 GHz radar
sensors and for battery management systems. We have received
prestigious awards for our technologies: Our FlatLight | µMX received the CES 2024 Innovation Award, while the functionality Automatic Diagnostics for workshops received the CLEPA Innovation
Award 2023. We have also made progress in continuing the sustainable orientation of our business activities: We have already reduced
our own carbon emissions for electricity and gas by almost half in
relation to sales compared to 2019 and are therefore well ahead ofour roadmap.

“HELLA is strategically well
positioned, our orderintake is strong. As a
Company of the FORVIA
Group, we have evenmore opportunities for the
future, are more powerfulin the market, can achieveeven more together andhave raised our synergy
targets. And we are setting
the course for the successof tomorrow.”
Bernard Schäferbarthold

09
Annual report 2023

HELLA celebrates its 125th anniversary in 2024. The Company,
which once started out as a manufacturer of lanterns and headlamps, horns and fittings for bicycles, carriages and automobiles, is
now a leading international automotive supplier of lighting technology and automotive electronics. The Company has always beencharacterised by two aspects: On the one hand, innovative strength
is the common thread that links “Westfälische Metall-Industrie Aktien-Gesellschaft”, which Sally Windmüller founded on 11 June 1899,
with todayʼs global technology leader. We were always a few years
ahead with our developments; we focused on our customers andanticipated what they wanted from the next generation of vehicles.
We have helped shape the transformation of the automobile.
Furthermore, we always adapt proactively to new conditions at an
early stage. The market is developing faster, innovation cycles are
becoming ever shorter and competition is becoming more intense.
Itʼs more important than ever that we adapt, that we keep pace withthe speed and constantly changing market conditions and that we
utilise the possibilities of artificial intelligence to maintain and further expand our competitiveness. The regional market weightings
are shifting; for Europe in particular, we expect production volumes
to stagnate in the medium term and cost pressure to increase significantly.
This means that, firstly, we need to speed up our processes andreduce complexity. Secondly, we need to expand our customer baseand establish or intensify partnerships, particularly with car manufacturers in China, Japan and the USA, while continuing to cultivate
business with our established customers. This enables us to makethe best possible use of global growth opportunities. Thirdly, we
have to adapt to the new circumstances, particularly in Europe: wewill increase our competitiveness with structural measures in theEurope-wide production network, with consistent investments instandardisation and automation, with efficiency increases in research and development, as well as in administration and with significant improvements in material costs.
HELLA is already strategically well positioned, our order intake isstrong. As a Company of the FORVIA Group, we have even more
opportunities for the future, are more powerful in the market andcan achieve even more together. At the beginning of the year, weraised our cost synergy targets, which we want to achieve by the endof 2025, to a total of over €350 million. Plus, with the newly initiatedcompetitiveness program, we are strengthening our position in theEuropean market in particular, paving the way today for the Companyʼs success tomorrow.
Yours sincerely

Bernard SchäferbartholdCEO10Annual report 2023

The Management BoardHELLA GmbH & Co. KGaA

Bernard Schäferbarthold
CEO

Yves Andres
Business group Lighting

Stefanie Rheker
Human Resources

Stefan van Dalen
Business group
Lifecycle Solutions

Philippe Vienney
Finance & Controlling

Jörg WeisgerberBusiness group
Electronics

11
Annual report 2023

HELLA on the capital market

Low liquidity of HELLA shares
The average daily XETRA trading volume in the fiscal year 2023
(1 January to 31 December 2023) was around 11,200 shares, theequivalent of around €0.8 million (short fiscal year 2022: around
19,200 shares, approx. €1.40 million). The decline in the shareʼs liquidity is due to subsequent effects following the acquisition of the
majority stake in HELLA GmbH & Co. KGaA by FORVIA SE (formerly:
Faurecia SE) on 31 January 2022.
With the number of issued shares remaining unchanged, the market capitalisation as at the reporting date of 31 December 2023
came to €9.17 billion (31 December 2022: €8.45 billion). The HELLA
share is currently listed in the MDAX.

Rising share prices in a volatile environment
In 2023, the broader equity markets recorded rising prices overall
in a volatile market environment, with the markets performing particularly well in the first and last quarter of the year.
At the beginning of the year, the expectation of a prospectively relaxed monetary policy by the US Federal Reserve and progress by
the European Central Bank (ECB) in tackling high inflation led to astrong rally on the capital markets. Despite isolated price setbacks
triggered by distortions at regional US banks, the stabilisation of thebanking sector and positive inflation data brightened the mood on
the stock markets as the year progressed. The MDAX ended the firstquarter of 2023 up around 10%.

In the second and third quarters, the broader capital market indices
showed significant volatility, with negative economic news, primarily caused by weak economic and business climate data, decisions
by central banks on further interest rate hikes and the ongoing US
debt dispute, dominating general stock market activity. In August,the downgrading of the USAʼs credit rating by the rating agency
Fitch and economic problems in China led to further price losses. As
a result, the MDAX fell by around 6% between April and September.
In the final months of the year, a stabilisation of the key interest rateby the US Federal Reserve, positive inflation data and signals of
expected interest rate cuts in 2024 provided positive impetus on
the global equity markets. The MDAX was thus largely able to makeup for the price losses suffered in the middle of the year and closed
the year with an overall price gain of 8%.

Automotive stocks with price gains
Shares in German automotive stocks, the DAXsector Automobile(hereinafter: Prime Automotive), benefited in particular from thepositive price momentum resulting from the suspension of the US
debt ceiling and the easing of price pressure following the publication of inflation data. Prime Automotive recorded a significant increase of around 16% in the first quarter.
In the second quarter, performance continued to outperform thegeneral industry development, as positive news from individual

12Annual report 2023

companies in the automotive sector led to significant price gains.
Thus, the Prime Automotive was able to further expand its gains
from the first quarter and closed the second quarter with a gain ofaround 11%.
In the following months, in addition to the generally negative market environment, sell recommendations and downgrades of individual automotive stocks by major research houses clouded themood of automotive investors. As a result, Prime Automotive fellsignificantly by around 12% by the end of September.
Automotive stocks were also unable to benefit significantly frompositive signals from central banks towards the end of the year,with Prime Automotive remaining almost at the September level.
Thanks to the positive performance in the first half of the year, automotive stocks nevertheless posted an increase of around 12% for
the year as a whole.

In the second quarter, the generally poor news on the economic
and business environment also had a negative impact on the HELLA
share. In addition, a technical price discount after payment of dividends for the short fiscal year 2022 had a negative impact on theshare price development. The share closed the second quarter well
below the benchmark indices with a drop of around 10%.
The HELLA share was unable to escape the unfavourable market
environment in the third quarter, especially as negative sector news
further dampened investor sentiment. As a result, the share pricefell by 7% by the end of September.

HELLA share with strong year-end rally

In the fourth quarter, the HELLA share significantly outperformed
both the Prime Automotive and the MDAX. In addition to the publication of the business figures for the third quarter, the share priceperformance was also supported by the announcement of theplanned sale of the shares in the Behr-Hella Thermocontrol joint
venture and the expected book gain. The HELLA share ended thelast quarter with a significant price gain of around 23%.

The HELLA share price fluctuated significantly in some cases overthe course of the year. This was due to the volatile capital market
environment as well as the low trading volume of the share.

Over the year as a whole, the share price rose by around 9% andclosed 2023 at €82.50.

In the first quarter, the share was unable to keep pace with theperformance of the broader stock markets despite the positive
impetus provided by the publication of business figures in January
and February. With a price increase of around 5%, it lagged behindthe performance of the MDAX and Prime Automotive, which bothposted double-digit growth rates.

Currently, HELLA has two bonds issued: one 1.000% EURO bond
(WKN A19HBR) for €300 million, with a seven-year term running
until 17 May 2024 and one 0.500% EURO bond (WKN A2YN2Z) for€500 million, also with a seven-year term, running until 26 January
2027. On 29 February 2024, HELLA also issued a promissory noteHELLA bonds

13
Annual report 2023

Price performance of HELLA sharesindexed to 1 January 2023, compared to MDAX and Prime Automotivein %+ 8.5% H­ ELLA+11.8% Prime Automotive+8.0% MDAX

130

120

110

100

90

80

70

60
1.20233.20235.20237.2023loan of €200 million with terms of three, five and seven years withvariable interest rates (value date/payment: 12 March 2024).
On 11 August 2023, Moodyʼs rating agency confirmed HELLAʼs investment grade rating as Baa3. The outlook was upgraded from“negative” to “stable”. With this company rating, Moodyʼs primarily

9.202311.2023

1.2024reflected HELLAʼs successful business development in the first halfof fiscal year 2023, the Companyʼs very well-positioned financial andliquidity position and the confirmation of the rating of FORVIA SE as
HELLAʼs majority shareholder. The very solid basis for further longterm and independent corporate financing will thus remain unchanged.

14
Annual report 2023

Data on HELLA shares
Initial stock market quotation

11 November 2014

Ticker symbol

HLE

ISIN

DE000A13SX22SIN

A13SX2

Share classNo-par value ordinary bearer shares

Market segments

Prime Standard (Frankfurt Stock Exchange) Regulated market (Luxembourg Stock Exchange)

Index

MDAX

Key figures of the HELLA share

2023

2022

Closing price

€

82.50

76.05

Highest price

€

83.70

82.10

Lowest price

€

64.70

63.65

Number of units

111,111,112

111,111,112

Market capitalisation (31 December/31 May)€ billion

9.17

8.45

Daily trading volume (average, XETRA trading)€ million / no. of shares

0.83 / 11,173

1.36 / 19,197

Earnings per share

€

2.38

3.15

Dividend per share*

€

0.71

2.88

Number of shares issued (31 December/31 May)* 2023: Subject to approval by the Annual General Meeting on 26 April 2024, 2022: including special dividend after the sale of HBPO shares

Current rating
since 11 August 2023

Rating agency
Moodyʼs

RatingOutlookBaa3 / P-2

Stable15
Annual report 2023

Highlights
2023

Lighting technology
for special vehicles
HELLA is further expanding its lighting technology portfolio for special vehicles.
For instance, the Black Magic product range is being expanded by a total of 32 new
Lightbars: HELLA is thus continuing a success story in Europe, as the auxiliary
headlamp series has been a top seller in the USA for many years. HELLA is also
launching the Companyʼs first rectangular light module on the market with the new
SlimLine Bi-LED headlamp, in line with a highly topical design trend. The SlimLine
Bi-LED module, which offers low beam and high beam headlamps in a single headlamp module, is suitable for use on agricultural and construction machinery, trucks,
buses, motorhomes, in the powersports sector and also on cars and sports cars.

16
Annual report 2023

―1
―1

Successful world tour
Las Vegas, Shanghai, Munich: As a Company of the FORVIA Group,
HELLA is present at all major trade fairs in the automotive industry,i.e. the Consumer Electronics Show (CES), Auto Shanghai andthe IAA Mobility. There, FORVIA presents pioneering technologies
and a comprehensive portfolio for the mobility requirements ofthe future, focusing on the three strategic growth areas of electrification and energy management, safe and automated driving,and digital and sustainable cockpit experiences.

Access systemcannot be cracked
A major German automotive magazine tests “keyless go systems”
on 13 different premium and volume models from various
car manufacturers. One model stands out: It is the only one ofthe vehicles tested that could not be cracked via relay attack.
The access system comes from HELLA, and the ultra-wideband
technology of the radio key is what makes the difference. HELLA
launched the first UWB radio key in series production in 2019.
This access system was also tested at the time: It was the firstvehicle in its class ever that could not be opened by remote control
extension in the test.

Climate-friendly
and recyclable
HELLA and further partners are researching how
headlamps can be made more climate-friendly
as part of the cross-industry “NALYSES” project,which is funded by the German Federal Ministryof Education and Research. The aim is to design
and manufacture products that conserve re­sources and produce fewer emissions in future.
The results of the research project will beincorporated into the development of future
generations of headlamps, but will also betransferred to other areas, such as the produc­tion of household appliances.

17
Annual report 2023

1―

―1

Electronics solutions
HELLA secures numerous series orders for electrification and steer-by-wire.
Customer projects for e-mobility include high-voltage battery management,
actuator technology and intelligent battery sensors. HELLA also supplies
the latest generation of steering sensors to various well-known customers.
With these sensors, HELLA supports steering systems in which steeringcommands are transmitted purely electrically and without the aid of mech­anical or hydraulic connections. The series projects will start in 2024 and2025 in HELLAʼs global production network.

Milestone birthdays
Several HELLA locations celebrate milestone birthdays in 2023. The lighting
plant in Mohelnice (Czech Republic), one of the largest production facilities inthe business group Lighting worldwide, looked back on three decades ofsuccess with an open day and over 2,700 visitors. HELLA Fahrzeugteile Austria
GmbH has been a reliable partner for innovative and high-quality lighting
solutions for special vehicles for forty years now. And the Spanish sales company Hella S.A. even celebrated its 60th birthday.

―2

World-classheadlamps
Jointly with the luxury car manufacturer Porscheand other partners, HELLA is bringing the worldʼs firsthigh-resolution headlamps based on Matrix
LED technology onto the road. The SSL | HD digital
headlamp system is available as an optional extra
for the first time in the new Porsche Cayenne.
With over 32,000 individually controllable pixels per
headlamp, it raises automotive lighting technology
to a new level and implements new safety-relevant
functionalities, such as an optical lane departure
warning system.

―2

18
Annual report 2023

―1
―1

New products
for workshops
HELLA launches two pioneering innovations
for workshops in the market via its subsidiary
Hella Gutmann Solutions. In partnership withBattery Quick Check GmbH, Hella Gutmann
Solutions has developed a process for assessing
the actual health of vehicle batteries. The highly
complex analysis results in a meaningful
high-­voltage battery report that summarises
the battery condition and other key data. On
the other hand, Hella Gutmann has succeededin automating one of the most common activ­ities in workshop, fault diagnosis, with the aid ofartificial intelligence and big data technology.
This not only makes the overall diagnostic process considerably faster, but also more accurate.
In October last year, the feature also received
the 2023 Innovation Award from the European
supplier association CLEPA.

―2―2Award for FlatLight | µMX
The FlatLight | µMX from HELLA receives the CES 2024 Innovation Award in the“Vehicle Tech & Advanced Mobility” category. The technology is based on an inno­
vative light guide concept with micro-optics: These are optics which are no bigger
than a grain of salt. This makes the FlatLight | µMX particularly flat, efficient andscalable. FlatLight will go into series production this year as rear light technology,
and in 2025 as daytime running lights in the front of the vehicle.

19
Annual report 2023

―1

“We got that”
The aftermarket won several prizes for outstanding design and marketing: two German Brand Awards and the Red Dot Award. The award
honours the successful brand management of the “We got that” videoseries, which was launched in June 2022. It is intended to makeHELLAʼs product range even better known in the aftermarket andincrease the attractiveness of the products even further. The videoseries has reached far over 130 million views on various social media
channels. The core message is clear and simple: Whatever the workshop needs, HELLA offers the right solution and supports mechanics
as a “friend of the independent workshop” in every challenge.

―2

INNOVISION
2023
Around 500 international
aftermarket partners fromHELLAʼs spare parts and workshop business will take partin INNOVISION 2023, the industry event for the national
and international aftermarket
of HELLA and Hella Gutmann
Solutions, and get a glimpseof the automotive market ofthe future. Itʼs be­coming clear:
The market is changing rapidly
and work in the workshops is
becoming more and more
complex. The event focussed
on what this means for the
independent aftermarket inconcrete terms and how
dealers and workshops canbest prepare for the future.
Due to the coronavirus pandemic, INNOVISION had totake a break for several years
and was last held in 2018.

20
Annual Report
Annual2023
reportHELLA:
2023 125 years

HELLA: 125 years

21
Annual Report
2023
HELLA:
Annualreport2023 125 years

The foundation

1899

On 11 June 1899, Sally Windmüller founded the “Westfälische Metall Industrie
Aktien-Gesellschaft” in Lippstadt. He saw the onset of motorisation as a future
trend and growth market. The founding of Westfälische Metall Industrie AG(WMI) marked the official beginning of the companyʼs history.

1908

1961

The “System Hella”

Internationalisation

The acetylene searchlight “System
Hella” was added to the sales catalogue as
WMIʼs first outstanding product innovation.
“Hella” became a trade name that year andwas also registered as a trademark in 1926.
It is not entirely clear how the name cameabout. It could go back to the Greek sun
god Helios or allude to a fictitious goddessof light, as all WMI products bore a badge
showing a young woman with a shining star
above her head. However, the most likely –and most obvious – explanation is this:Company founder Sally Windmüller wanted
to honour his wife. Her name was Helene,
and she was called: Hella. The fact that thisalso created an association with theGerman word “heller” (English: “brighter”)
surely has been an additional advantage.

HELLA grew again after
the end of the Second
World War. Parallel to theeco­nomic recovery inGermany, the number of
employees increased from
450 in 1945 to 1,500 within
three years. in 1961
HELLA built its first factoryabroad, in Australia. It was
the start of inter­nation­
alisation. Today, HELLA isrepresented with over
125 locations in around 35
countries, and generates
over 40 percent of its sales
in markets outside Europe.

22
Annual Report
Annual2023
reportHELLA:
2023 125 years

2010

The first
voltage converter
The new name
The HELLA plum went on the roof – WMI became “Hella KG
Hueck & Co.” on 1 June 1986. As stated in a letter to customers
and business partners, for example, the aim of that change
was to reflect the increasing importance of the Hella productbrand. At the time, it had already been established on the market
for a good 80 years. Some 17 years later, in 2003, the Company
was converted into a partnership limited by shares (“Kommandit­
gesellschaft auf Aktien”, KGaA) and thus into a corporation.
The new legal form created the option of opening up to the capital
market – which would be utilised eleven years later, in 2014.

1965

HELLA supports car manufacturers
holistically on their way to electromobility
and offers a comprehensive range of
products for all stages of electrification.
For example, HELLA produced its first
voltage converter in 2010; today theCompany is the global market leader for
automotive DC/DC converters and isalso entering the high-voltage market
for power electronics with its first orderfor HV converters.

1986
The first
fully electronic
flasher unit
HELLAʼs entry into the electronics businessis hidden behind nine numbers, threeletters and three characters. It was in 1965
that production of the first fully electronic
flasher unit began at the electronics
plant in Hamm (Germany). It was called:
96 P 2+1+1x18 W 12 V. HELLA was oneof the very first automotive suppliers toventure into the age of electronics withthe black box, which at the time seemedalmost like magic to many laymen. The
product range from the very beginningalso included electrical switches as well as
plugs and sockets for vehicle trailer
operation.

23
Annual report
Annual2023
reportHELLA:
2023125 years

The latest radar
technology

The first Matrix LED headlamp
HELLA brought the worldʼs first LED matrix headlamp with glare-freehigh beam into series production. It allows the driver to drive withthe high beam permanently switched on without dazzling oncoming
traffic or vehicles in front. Over the years, HELLA has consistently
developed matrix LED technology further: first in 2016 with the HD84
LED module, then a few years later with the high-resolution SSL | HD
headlamp system. Up to 25,000 LED pixels per chip can be individuallyand intelligently controlled with this technology.

2013

2014

HELLA brings 77 GHz-based radar
sensors into series production
for the first time - an essential key
technology for assisted and auto­mated driving. The first customer
is an Asian manufacturer of trucks
and buses, followed shortly
afterwards by various car manu­
facturers worldwide. HELLA brought
the first generation of 24 GHz
radar sensors into series production
as early as 2005. Today, the fieldof automated driving is one of thecompanyʼs key growth areas.

2020

2022

The joint future

The IPO
115 years after the Company was founded, HELLA
went public – initially in the form of a private placementin October 2014. Then trading of HELLA shares on
the Frankfurt Stock Exchange began on 11 November
under the symbol HLE. Less than a year later, on
21 September 2015, the share was listed on the MDAX,
where the share is listed today as well.

Jointly, HELLA and the French technology
company Faurecia form FORVIA, the seventh
largest supplier of automotive technology
in the world and a market leader in highgrowth areas of the future with over 150,000
employees worldwide. On 14 August 2021,
both companies announced that Faurecia
would acquire a majority stake in HELLA.
The result was the FORVIA Group formed
in 2022: a global tech­nology leader thatcovers both a broad customer spectrum
and key future automotive fields.

24
Annual report 2023

FORVIA

We pioneer
technology
for mobility
experiencesthat matterto people

25
Annual report 2023

We pioneer
technology
Three strategic
growth areas
Electrificationand energy management
Safe andautomated driving
Digital and sustainablecockpit experiencesSixbusiness groups
Seatings
Interiors
Clean Mobility
Electronics *Lighting **Lifecycle Solutions *** HELLA & Faurecia Clarion Electronics** HELLA

7thlargest supplier for
automotive technologies worldwide

1 in 2cars worldwide equippedwith FORVIA technology

for mobility
experiencesthat matterto people

26
Annual report 2023

Peopleover 150,000 employees140 nationalities in 41 countries
 9% female specialists and2managers

Business

Financials in 2023
 alesS€27.2 billion
 rder intakeO€31 billion
 ealised cost synergies
R€190 million (of which more than half for
HELLA)

€2.2 billion gross R&D expenditure15,000 developers
13,400 patents in the portfolio
Global Innovation Eco System

Planet O2 intensity: 26 (emissions inCScope 1 and 2, in TCO2e / sales in € million) p to 70% power supply fromU
renewable sources possible in Europe xpected cost synergies until end of 2025
E
over €350 million (around half attributable toto HELLA)

Sustainability targets
2025 CO2-neutral production(reduction of absolute CO2 emissionsin Scope 1 and 2 by 80%)2030 -45% CO2 reduction
compared to 2019 (Scope 3)2045 Net zero across theentire value chain

Sustainability ratings
EcoVadis rating: 74/100
CDP Climate Change Rating: A

Combined management
report and consolidated
financial statementsof ­HELLA GmbH & Co. KGaA
Fiscal year 2023

Group management report
General information on the H­ ELLA Group

29

Economic report

40

Opportunity and risk report

53

Forecast report

61

Declaration on H
­ ELLA GmbH & Co. KGaA corporate governance

63

Final declaration by the Management Board on relations with affiliated companies pursuant
to Section 312 of the German Stock Corporation Act (Aktiengesetz – AktG)

80

Non-financial report												

81Report by the Supervisory Board130

Consolidated financial statements

134

Independent auditors' certificate

228

Responsibility statement

236

Overview of bodies

237

Glossary

240

Legal notice243

Comparison of key performance indicators over three years

244

Global light vehicle production in the fiscal year 2023 totals
90.3 million new passenger cars and light commercial vehicles
Currency and portfolio-adjusted sales stand at € 8,125 million,
reported sales at € 7,954 million
Operating income stands at €486 million; operating income
margin at 6.1 %Business group Lighting achieves sales of € 3,887 million,
driven by positive business development in all regions
Sales in the Electronics business group at € 3,372 million
based on high demand for products for electromobility andautomated driving
Business group Lifecycle Solutions generates sales of€ 1,069 million, driven by successful workshop, spare partsand commercial vehicle businessNet cash flow in relation to sales at 2.6 %In relation to pro forma comparative figures for the calendar year
2022, reported sales growth is 10.3 %; operating income margin
improves by 2.0 percentage points; net cash flow to sales falls by
0.4 percentage points
Company management proposes payment of dividends inthe amount of € 0.71 per share
For 2024, currency and portfolio-adjusted consolidated sales ofaround € 8.1 to 8.6 billion and an operating income margin ofaround 6.0 to 7.0 % are expected; forecast net cash flow to sales
at approximately 3 %29Annual report 2023

Group management report – General information on the HELLA Group

General informationon the H­ ELLA GroupThe group management report was combined withthe management report of HELLA­­GmbH & Co.
KGaA in accordance with Section 315 (3) of theGerman Commercial Code (HGB) in conjunction
with Section 298 (2) HGB. Information that relates
exclusively to ­­HELLA GmbH & Co. KGaA as the parent company is labelled accordingly. This basicallycomprises the financial status, the financial position and results of operations.
The German Corporate Governance Code (GCGC)
provides for disclosures on the internal control andrisk management system that go beyond the legal
requirements for the management report and arethus exempt from the auditor's review of the content of the management report ("non-management
report disclosures"). In the following, these arethematically assigned to the risk report; they arealso separated from the disclosures to be audited
in terms of content by separate paragraphs andmarked accordingly.

Business model
Company profile
The ­HELLA Group is a listed, internationally positioned automotive supplier of the FORVIA Group.
The Company stands for high-performance lighting
technology and vehicle electronics. At the sametime, ­HELLA covers a broad service and productportfolio for the spare parts and workshop business as well as for manufacturers of special-pur-pose vehicles and small-volume manufacturers.
­HELLA has 37,773 employees (as of the balance
sheet date of 31 December 2023) at more than
125 locations worldwide and generated currency
and portfolio-adjusted sales of €8.1 billion in thefiscal year 2023 (1 January to 31 December 2023;
reported: €8.0 billion).

Business groups­ ELLA is divided into three different businessHgroups, which also constitute the corresponding
reporting segments: Lighting, Electronics and Lifecycle Solutions. Within these areas, the respective
activities of the business groups are organised indifferent business areas/product lines.
In the Lighting business group, ­HELLA offers thecomplete range of lighting technology products
and systems. ­HELLA supplies automotive manufacturers in both the premium and volume segments;
the Company has established a leading market
position in the field of innovative lighting technologies in particular. In the fiscal year 2023, the Lighting business group generated sales of €3.9 billion
and employed around 18,532 people on the reporting date (as of 31 December 2023). The productlines of the Lighting business group are: headlamps, rear combination lamps, car body lighting(including radomes, illuminated logos and front
phygital shields) and interior lighting.
In the Electronics business group, ­HELLA focusses
on selected relevant business or product areas that

­HELLA at a glance*
Adjusted sales in the fiscal year 2023: €8.1 billion (reported: €8.0 billion) • Employees: 37,773 (31 December 2023)
Business group Lighting
Sales: €3.9 billion
Employees: 18,532

Business group Electronics
Sales: €3.4 billion
Employees: 12,835

Business group Lifecycle Solutions
Sales: €1.1 billion
Employees: 4,385* Adjusted sales: currency and portfolio-adjusted, sales of the business groups according to segment reporting in the consolidated
financial statements; employees of the Business Groups plus employees in administrative functions (2,021 employees)

30
Annual report 2023

Group management report – General information on the HELLA Group

contribute to making mobility safer, more efficientand more comfortable. The Company mainly supplies automotive manufacturers worldwide, butalso other suppliers for certain products. ­HELLA's
Global Software House is also organisationally anchored in the Electronics business group. It coordinates software activities on a Company-wide basis
and additionally develops new software-based
business models as well. In the fiscal year 2023,
the Electronics business group achieved sales of€3.4 billion; around 12,835 employees work in thisarea (as of 31 December 2023). The product linesof the Electronics business group are: automateddriving, sensors and actuators, body electronics(including lighting electronics and access systems)
and energy management.
The Lifecycle Solutions business group consistsof the three divisions Independent Aftermarket,
Workshop Solutions and Special Original Equipment. ­HELLA is an important partner for spareparts dealers and independent workshops in the
Independent Aftermarket division. Here, ­HELLA
sells a portfolio of around 46,000 wear parts, spareparts and accessories. The Workshop Solutions
division's offering includes vehicle diagnostics,
emissions testing, battery testing, light adjustment, and calibration, as well as service anddata-based services. In the Special Original Equipment division, ­HELLA develops, manufactures anddistributes lighting and electronic products for
special-purpose vehicles such as construction andagricultural machinery, buses and motor homes,
as well as for the marine sector. In total, sales in
the fiscal year 2023 amounted to €1.1 billion;
4,385 employees work in this business group (as of
31 December 2023).

International positionand sales markets
Customer proximity is essential for ­HELLA's business success. In this way, changes in the sector canbe anticipated and possible and regional or customer-specific solutions can be offered in a targeted manner. Accordingly, ­HELLA, with its global
network of more than 125 locations in around
35 countries has a presence in all the core markets
in the automotive industry. The business is divided
into three regions: Europe (incl. Germany); North,Central and South America (incl. USA); and Asia /Pacific / Rest of World (incl. China).
In addition to the Company headquarters, additional central production and development facilities are also located in Germany. In Europe, ­HELLA

is also represented by other major production,
development and administrative locations, primarily in Romania, Lithuania, the Czech Republic, Slovakia, Slovenia, Austria as well as France and Spain.
In North, Central and South America, activities arefocused in particular on the USA, Mexico and Brazil.
In the Asia / Pacific / Rest of World region, the focus
is primarily on China and India, South Korea, Japan
and Vietnam, as well as Australia and New Zealand.
This international positioning is complemented bya close-knit network of global sales locations.
The Company's global presence is also reflected in
the distribution of sales by region. In the fiscal year
2023 ­HELLA therefore generated 58% of its sales in
Europe, 22% in the Asian markets and 20% in theAmerican markets.

Corporate structure
Legal corporate structure
The parent company of the ­HELLA Group, and at
the same time its largest operating company,is ­HELLA GmbH & Co. KGaA, which has its registered office in Lippstadt, Germany. As the parent
company, it holds an interest – either directly or
indirectly – in 123 companies, of which 75 were
fully consolidated in the current consolidated
financial statements.
The nominal capital of H
­ ELLA GmbH & Co. KGaA
amounts to €222,222,224 and is divided into
111,111,112 no-par value shares. The shares of­HELLA GmbH & Co. KGaA have been traded in
the Prime Standard segment of the regulated market of the Frankfurt Stock Exchange since November 2014 and are currently included in the MDAX
share index.
81.59% (according to FORVIA, as of 31 December2023) of the shares in H
­ ELLA are held indirectly by
FORVIA S.E. (formerly: Faurecia S.E.) . ­HELLA GmbH& Co. KGaA is included as a fully consolidated company in the higher-level consolidated financial
statements of FORVIA S.E., Nanterre (Hauts-deSeine), France. The direct parent company of ­HELLAGmbH & Co. KGaA is Forvia Germany GmbH. The
remaining shares are held by institutional investors
and private shareholders.

Collaborations and partnerships­ ELLA enters into collaborations and partnerships
Hin a targeted manner in order to maintain the Company's long-term, profitable growth trajectory.
These relationships include companies both fromthe automotive industry and other sectors, as well

31
Annual report 2023

Group management report – General information on the HELLA Groupas collaborations with research institutes. This cooperation network has enabled ­HELLA to develop
new technologies, access markets and create synergies by using combined technical and financial
resources, while at the same time reducing thelevel of risk.
­ ELLA's network strategy is made up of two pillars.
HFirstly, ­HELLA also builds on open alliances, asthese enable it to advance selected focal topics
quickly and flexibly and also to exploit opportunities for further growth in line with trends in theautomotive market. The current focus is on battery
electronics and radar sensor technology.
Secondly, ­HELLA maintains a range of joint ventures that focus on addressing the Chinese automotive market in particular. In the fiscal year 2023,
a total of five joint ventures were included in the
consolidated financial statements, which are reported on using the equity method of accounting.
In total, they generated sales of €1.2 billion.
The following changes occurred in ­HELLA's joint
venture network in the fiscal year 2023: On 2 October 2023, MAHLE and ­HELLA agreed (“signing”) tosell their respective 50 percent shares in the joint
venture Behr-­HELLA Thermocontrol (BHTC) to AUO
Corporation. The transaction is expected to becompleted ("closing") by mid-2024. The agreed saleof shares is the result of constructive discussions
between MAHLE and ­HELLA regarding the future
positioning and orientation of BHTC. These talks
were initiated against the background of a changeof-control clause in the joint venture agreement
after technology company Faurecia acquired amajority stake in ­HELLA.
With effect from 1 January 2024, ­HELLA acquired
the 50 percent share in the previous brake joint
venture ­HELLA Pagid GmbH ("­HELLA Pagid") which
had been held by co-shareholder TMD Friction,and has thus become the sole shareholder of­HELLA Pagid.
In addition, talks are currently being held with thepartners of the Chinese joint ventures ­HELLAMINTH Jiaxing Automotive Parts and ­HELLA BHAP
Electronics regarding the continuation and further
orientation of business activities.

Further portfolio changes
On 9 January 2024, ­HELLA announced the sale of
the People Sensing business anchored in the subsidiary ­HELLA Aglaia to Swiss company Xovis. The
two companies signed an agreement to this effecton 22 December 2023. ­HELLA has been producing

and selling high-precision people-counting devices
for public transport and retail in this product field
for more than ten years; around 65 employees
work in this area. The completion of the transaction(“closing”) is expected in the second quarter of 2024.

Goals and strategies
Corporate strategy­ ELLA's two overriding goals are profitable growthHand cash generation. To achieve these goals, theCompany follows four central approaches. First is
the safeguarding and sustainable expansion of theCompany's technological leadership. Second is securing a position as market leader in prioritisedbusiness fields within the Company's respective
production line (see "Business model" in this chapter). Third is maintaining a stable and resilientbusiness model. Fourth is continuously improving
operational excellence and capital efficiency.
1. Technological leadershipTechnology leadership is a key competitive differentiator and therefore a central driving force
behind the Company's successful business development. ­HELLA is forging ahead with its goal of
securing and expanding its own technologicalleadership, in particular by consistently positioning
itself in line with key market trends in the automotive industry: Here, the growth areas of electrification and energy management, safe and automateddriving (including new, high-resolution lighting
technologies) as well as digital and sustainablecockpit experiences are particularly relevant for­HELLA. The basis for technological leadership is targeted expenditure on research and development.
2. Market leadership­HELLA pursues the strategic goal of maintaining aleading market position for the high-priority business fields in which the Company operates, depending on the business group, product group or
region. Achieving market leadership is necessary inorder to achieve the required volumes and economies of scale, among other things. With regard to
the Lighting and Electronics business groups, thismeans aiming for a position among the top three
suppliers; in this context all three regional markets
are relevant for the business groups. With the Lifecycle Solutions business group, too, ­HELLA strives
for a leading market position. The core market hereis primarily Europe. This is supplemented by international business in the Asia / Pacific region andNorth, Central and South America.

32
Annual report 2023

Group management report – General information on the HELLA Group

Profitable
growth and cash generation

TechnologicalleadershipMarketleadership

Resilientbusiness model

Operational excellence and capital efficiency

3. Resilient business model­HELLA pursues the goal of a stable and resilientbusiness model. This is the basis for ensuring balanced and sound business development that is,
as far as possible, independent of specific economic fluctuations and market cycles. The objective of
the resilient business model is pursued specificallyby positioning the Company internationally anddiversifying the customer portfolio, which makes it
possible to compensate in part for customer-specific or regional fluctuations in demand. In order tofurther strengthen the balance of international
business activities, business activities in the Asianand American markets in particular are to be further expanded, and new customers are to beaddressed. In addition, the Lifecycle Solutions business group, with its partially divergent market cycles and customer groups, is also able to contributeto stable business development.
4. Operational excellence and capital efficiency­HELLA is pushing for continuous improvement in
operational excellence and capital efficiency. Thistakes place at all levels, functions and processes in
the Company. The initiatives include efficiency improvements in the areas of R&D and production
through higher standardisation, modularisation
and automation, sustainable operational improvement in the lighting business and improved allocation of investments. In addition, the focus is on
digitalisation, the use of artificial intelligence, process standardisation, systematic, needs-based investment in staff and their deployment, as well asactive portfolio management.
On 16 February 2024, as part of the publication of
the preliminary annual results for 2023 and theoutlook for 2024, ­HELLA announced also a program to further increase competitiveness in Eu-

rope. This program was announced against thebackground of the significant change in market
conditions in Europe. On the one hand, car production in Europe in 2025 is expected to fall wellshort by around 3 to 4 million vehicles of the level
forecasted at the beginning of the coronavirus
pandemic; vehicle production is only expected tostagnate until 2030 at a level of around 17 million
vehicles. On the other hand, cost pressure in Europe is increasing significantly due to the resulting
overcapacity in the market and changes in customer structures.
It is therefore planned to further strengthen­HELLA's competitiveness in Europe. In this context,
structural measures are to be implemented in theEuropean production network to adapt it to the
expected volume reduction; the productivity of thelocations is to be increased through consistent investments in standardization and automation.
Secondly, the intention is to further increase efficiency in research and development as well as inadministration, for example through the use of
artificial intelligence or the relocation or possible
bundling of activities; significant improvements,
particularly in material costs, should also contribute to secure competitiveness.
The annual gross savings targeted by the measures up to 2028 should then amount to €400 million, of which around €150 million should alreadybe achieved by end 2025. In total, the Company
plans to spend around €200 million to implement
the overall measures by 2028, of which a largepart will be spend by the end of 2025. The specificdetails of the program will be determined in the
coming months.

Cooperation with FORVIA­ ELLA is a legally independent company of the
H
FORVIA Group, the world's seventh largest supplier of automotive technology, which combines thecomplementary strengths of H
­ ELLA and Faurecia.
Both companies have been particularly successful
in realising and identifying cost synergies, for example through joint purchasing activities andclose cooperation in the areas of administration,
IT and security.
The cost effects expected by the end of 2025 wereraised at the beginning of the new fiscal year 2024
and now total over €350 million, around half ofwhich is expected to be attributable to ­HELLA.¹¹ The disclosures made in this section are not part of the management report. These are not audited.

33
Annual report 2023

Group management report – General information on the HELLA Group

Sustainability strategy¹
At ­HELLA, sustainable management and responsible
behaviour form an important basis for the successful
further development of the Company. The H­ ELLAsustainability strategy defines a framework for thisand describes the Company's commitment in theareas of the environment, social issues and responsible corporate governance. Targets that H­ ELLA has
adopted as part of the Sustainability Roadmap arepresented on the company's website, for example.
Environment­HELLA's sustainability strategy includes activities toprotect the environment and climate and to promote
the circular economy within the Company and along
the value chain. Among other things, ­HELLA attaches
great importance to climate protection, which is also
a key topic in the strategic planning process. As partof the climate strategy, all ­HELLA locations worldwide
are to reduce CO2 emissions by at least 80% by 2025.
This is to be achieved by improving energy efficiency
in production (Scope 1 and 2) and completely switching the power supply to renewable energy sources(Scope 2). At the same time, the remaining direct CO2
emissions at the sites (Scope 1) are to be offset. By
2025, energy consumption in relation to sales is also
to be reduced by 20% compared to 2019.
CO2 emissions along the value chain (Scope 3) are to
be reduced by 45% by 2030 as a FORVIA target(­HELLA: 38%). By 2045, emissions are to be reducedby 90% compared to 2019, with the remaining 10%
to be sequestered. Customers are then to be supplied with CO2-neutral products.
SocialResponsible human resources management is another key component of ­HELLA's sustainability strategy. It includes attractive working conditions, training
and development measures, the protection of employee rights and occupational safety. For example,­HELLA aims to increase the proportion of women in
specialist and management positions to 27% by 2027
(2023: 25.8%) in order to promote diversity within the
Company. Occupational safety is tracked using,among other things, the accident rate, which describes the frequency of accidents with lost time in relation to one million working hours.
­ ELLA's sustainability strategy also provides forH
the further expansion of corporate due diligenceobligations to uphold environmental and social
standards both at ­HELLA and along its own supply
chain. To this end, ­HELLA has anchored criteriasuch as measuring the proportion of the purchasing
volume with a valid EcoVadis sustainability rating in
the purchasing process.
GovernanceCompliance is a further pillar of our sustainability
endeavours. H­ ELLA is committed to legally compliant
and ethical business practices, including a strict ban
on corruption and bribery.
In addition, ­HELLA products should be safe forpeople and the environment. Accordingly, ­HELLA
has established holistic systems for quality andproduct safety throughout the Company. In thisway, the company ensures that its products strictly comply with the current statutory product safety
requirements of the sales markets and quality
standards.
As a company of the FORVIA Group, ­HELLA participates in sustainability ratings that underpin theeffective anchoring of sustainability aspects inthe company's business activities. Of particular
relevance are the CDP Climate Change Rating, inwhich FORVIA achieved the highest possible ratingof A in the fiscal year 2023, and the EcoVadis Assessment for 2023, in which FORVIA achieved
74 out of 100 points.
For further information, please refer to the website
www.hella.com/sustainability, where the separate non-financial report is made publicly available.

Financial strategy
A sound financial strategy that aims to ensure financial stability is an integral part of ­HELLA's corporate strategy. In this context, ­HELLA pursues along-term funding plan which safeguards financial
flexibility even in the event of increased economic
volatilities, while also ensuring that the necessary
funds are made available for investment in further
growth. The objective of the Group is to maintain astrong equity base.
The Group strives to achieve a balance between ahigher return on equity, which would be possible
through greater external financing, and the advantages and security offered by a sound equity position. The Company continues to target a ratio ofless than 1.0 for net financial debt to operating
earnings before depreciation and amortisation(EBITDA) in the long term, as has been the case inprevious fiscal years.

¹ The disclosures made in this section are not part of the management report. These are not audited.

34
Annual report 2023

Group management report – General information on the HELLA GroupIn order to achieve these strategic financial goals,­HELLA maintains a high level of diversification interms of the financing instruments it uses. Thus theCompany currently primarily utilises capital market
bonds, local bank financing and a syndicated loan
facility. The Company also utilises factoring lines ineuros (€) and US dollars for active working capitalmanagement. The financial policy of the ­HELLAGroup is managed by H
­ ELLA GmbH & Co. KGaA as
the parent company. Funding is generally arranged
centrally and made available to the Group companies as required.

M&A strategy­ ELLA primarily pursues the strategy of organicH
growth based on the existing business model, coretechnological expertise and the established partnership and cooperation network. In addition tothis, ­HELLA regularly examines the possibility ofpotential company acquisitions. In particular, thefocus is on companies and activities that serve thestrategic goal of complementing established product and technology fields, developing new products
and technologies within a short time or strengthening the competitive position in certain sales markets.
Furthermore, within the scope of M&A activities,
necessary divestment projects are also being followed up as part of ongoing portfolio management.
The criteria of technology leadership, market leadership and the long-term achievement of relevant
financial performance indicators are critical in thiscontext. Based on these parameters, the Company
regularly reviews the soundness and viability of its
business activities.

Management systems
Management of the ­HELLA GroupThe ­HELLA Group's organisation is managed via a
multidimensional matrix. This includes
the three business groups: Lighting,Electronics and Lifecycle Solutions,t he corporate functions, including Human
Resources, Finance & Controlling, Information
Technology and Process Management aswell as Sustainability, Quality, Legal and Compliance, as well ast he regions of North, Central and South­America, Asia / Pacific (including Rest ofWorld) and Europe.

While the business groups and regions are organised as profit centres, the central functions aremanaged as cost centres, mainly in the form of regional ­HELLA Corporate Centres, into which the­HELLA Global Business Services Organisation is
also integrated. The business groups are largely
responsible for strategic and operational businessdevelopment. The central functions fulfil a governance and control function for the Group and thebusiness groups.
Group management is exercised by the Managing
Directors of ­HELLA Geschäftsführungsgesellschaft
mbH as the general partner of ­HELLA GmbH & Co.
KGaA. With regard to the personnel on the Management Board of H
­ ELLA Geschäftsführungsgesellschaft mbH, the following changes havetaken place in the fiscal year 2023:
With effect from 1 April 2023, the Shareholder
Committee has appointed Jörg Weisgerber andStefan van Dalen as new members of the Management Board. Jörg Weisgerber took over the management of ­HELLA’s global electronics business,and Stefan van Dalen the responsibility for the Lifecycle Solutions business group. They succeed
Björn Twiehaus, former Managing Director of theElectronics business group, and Dr. Lea Corzilius,
former Managing Director of the Lifecycle Solutions
business group and the Human Resources corporate function, who left the Management Board on
31 March 2023 and 30 April 2023 respectively.
Michel Favre took over the management of the
Human Resources division on 1 May 2023 in addition to his role as CEO.
At its meeting on 29 September 2023, the Shareholder Committee decided to appoint Bernard
Schäferbarthold, then Chief Financial Officer(CFO) of ­HELLA, as the new CEO of the ­HELLAManagement Board. Bernard Schäferbartholdhas thus replaced the previous CEO Michel Favre
as of 1 January 2024. Michel Favre had previously
reached an amicable agreement with the Shareholder Committee to terminate his mandate
prematurely.
Stefanie Rheker, who was appointed to the ­HELLAManagement Board by the Shareholder Committee, took over responsibility for global HR management at ­HELLA on 1 March 2024. In February 2024,
the Shareholder Committee appointed Philippe
Vienney as the new CFO with effect from 1 March2023 and also appointed him as a new member ofthe Management Board in this function.

35
Annual report 2023

Group management report – General information on the HELLA Group

Until Stefanie Rheker and Philippe Vienney took up
office, Bernard Schäferbarthold held temporary
responsibility for the Human Resources and Finance & Controlling corporate function in addition
to his position as CEO.

Performance indicators
The Management Board refers to financial andnon-financial performance indicators in its management of the Company. Its target values are
based on various comparative values, for example,
the development of the markets and competition,internal performance standards and allocation of
resources. The purpose of using the following performance indicators is to provide a transparent
presentation of the ­HELLA Group's performance.
Financial performance indicators
The Company's four financial performance indicators are currency and portfolio-adjusted sales
growth, the operating income margin, net cash
flow in relation to reported sales as well as returnon invested capital (RoIC). Operating income margin and net cash flow in relation to reported sales
were introduced as new performance indicators
for the first time for the fiscal year 2023 and replace
the adjusted EBIT margin and adjusted free cash
flow from operating activities (adjusted OFCF).
The background to the adjustment is that, firstly,
the possibilities for intervention in the active management of the associated and joint ventures aswell as in the other participations are limited, andthat the contribution to earnings has also beensignificantly reduced, in particular due to the saleof the largest associate HBPO. As a result, the adjusted EBIT margin will become less important for
managing the Group and will be replaced by theoperating income margin from the fiscal year 2023.
In contrast to earnings before interest and taxes(EBIT), special components are not recognised inoperating income. These special items represent
one-off effects that by their nature or amount may
lead to distortions and thus provide an inadequate
assessment of the Company’s operating performance ("non-recurring expenses and income").
Secondly, cash and cash equivalents continue to beof great importance to the ­HELLA Group. Therefore, the Management Board has decided to prioritise a figure in the future that is unadjusted andcollected with the inclusion of interest received andpaid. This figure has therefore been tracked as net
cash flow since the fiscal year 2023.
Due to their outstanding relevance for the management of the Company, currency and portfolio-ad-justed sales growth, the operating income marginand net cash flow in relation to reported sales are
the most important performance indicators; accordingly, the company outlook in the forecast report is also formulated on the basis of these key
performance indicators. The return on invested
capital remains a performance indicator.
Non-financial performance indicators
In addition to financial key performance indicators,­HELLA utilises non-financial performance indicators. The CO2 intensity is an important indicator inthis respect. This indicator shows the CO2 emissions related to the Company's own production
output (Scope 1 and 2 according to the Greenhouse
Gas Protocol) in relation to the Company's sales.
Other non-financial performance indicators areamong others the accident rate, which describes
the frequency of accidents with downtime in relation to one million working hours, and the customer line return. This is measured as the number ofdefects identified after delivery per one million
parts (ppm). This key performance indicator istherefore also a measure of quality and customer
satisfaction. The indicators of the proportion of
women in specialist and management positions("Managers & Professionals") and the proportion ofpurchasing volume with a valid sustainability evaluation are also becoming increasingly relevantwith regard to the management of the Company.

­HELLA GmbH & Co. KGaA
­ ELLA is managed as an integrated group fromH
the parent company, which is itself involved in
global activities as an operational unit. Due to thehigh degree of integration, ­HELLA GmbH & Co.
KGaA is managed exclusively via the Group andthe corresponding business groups and in accordance with IFRS.
As an operating unit, reported sales in accordancewith IFRS is particularly important for ­HELLA GmbH& Co. KGaA. Sales in accordance with IFRS differ
from sales in accordance with the German Commercial Code (HGB), especially with regard to recognition of project sales.
The separate financial statements of ­HELLA GmbH& Co. KGaA have been prepared in accordance withthe provisions of the German Commercial Code
(HGB). Outside the operational business of ­HELLAGmbH & Co. KGaA, income from profit transfer
agreements and expenses from absorption oflosses as well as income from investments play animportant role with regard to the Company's earnings, but are not included in the operating performance indicators for internal management.

Most significant financial
performance indicators
Currency andportfolio-adjusted
sales growth
Percentage change in sales,
assuming constant exchange rates
compared to the prior year andadjusted for portfolio changes(portfolio changes in fiscal year
2023 not relevant)Operatingincome margin
Earnings before interest and taxes(EBIT) without taking into accountspecial components, excluding
earnings from investments
accounted for using the equity
method and other income
from investments, in relation toreported sales

Ratio of net cash
flow to sales
Sum of cash flow from operating
activities and cash inflows
and outflows from the sale/procurement of intangible assets
and property, plant and equipment
in relation to reported sales

Financialperformance indicators
Return on invested
capitalRoIC is the ratio of the earnings
before interest and taxes (EBIT)
excluding income taxes to total
invested capital. Total invested
capital consists of equity and net
financial debt and is calculated
as the average of the end of theprevious period and the end of
the current period

36
Annual report 2023

Group management report – General information on the HELLA Group

Research and development
Along with operational performance, research anddevelopment are key components of the Company's corporate strategy and provide the foundation
for its competitive ability and technological andmarket leadership in many product divisions.
Against this backdrop, ­HELLA spent €878 million on
research and development in the fiscal year 2023
(short fiscal year 2022: €458 million) and thus
11.0% of consolidated sales (short fiscal year 2022:
10.4%). Capitalised development expenses accountfor 17.9% of total research and development expenses (short fiscal year 2022: 18.8%). The highlevel of expenditure on research and development
was partly due to the high order backlog and partly
to expand the global network. As at the balance
sheet date, ­HELLA had 9,118 employees working inresearch and development worldwide (31 December 2022: 8,233 employees); they are involved bothin R&D activities for own purposes as well as fororder and project-related activities.
Around three quarters of research and development expenditure is attributable to specific customer projects with booked business. The otherexpenses are invested in pre-development, basic
research, software and tools and are primarily
used to initiate further new business. In the fiscal
year 2023, ­HELLA also filed 283 new patent applications (short fiscal year 2022: 177 applications).
­ ELLA's global research and development networkH
consists of around 30 R&D facilities worldwide(excluding R&D sites of joint ventures). ­HELLA also
maintains a separate innovation centre in Shanghai, which is entrusted with new future technologies for the Chinese market, cooperation with local
start-up companies and other venture capital activities, as well as an independently operating marketplace for mobility innovation in Berlin ("TheDrivery"). In addition, at the Lippstadt location
HELLA maintains two research laboratories for­automotive lighting technology and electronics, aspart of which long-term topics, in particular aroundthe future of automobiles, are investigated at an
academic level. H­ ELLA also works together withvarious external development partners on certain
projects. This is carried out in particular to realisehigh order volumes in certain areas such as electrification and energy management, safe and automated driving and software development.

Research and development
expensesin € million and % of reported sales
FY 2021/22
SFY 2022693 (11.0%)458 (10.4%)

FY 2023878 (11.0%)

In the worldwide research and development network, the Company headquarters in Lippstadt are ofparticular importance. For example, the location
assumes responsibility for overall managementtasks and systematically organises central productand process innovations in the global H­ ELLA network. The location is simultaneously a leading development centre and acts as an essential customer
interface to technology-leading automotive manufacturers in Europe and especially in Germany.
At the same time, the regional and local development
centres are being continuously strengthened, development and application activities are being transferred to these locations and personnel resources
are being relocated accordingly. On the one hand,the aim is to increase market and customer proximity and the autonomy of the business units in the regions; on the other, to secure global competitivenessin the development processes in the long term.
Main topics and technologies that H­ ELLA worked
on in the past fiscal year 2023, which mainly serve
to initiate new business and prepare oncoming
series projects, include among others¹:
Sustainable Headlamp
In the fiscal year 2023, ­HELLA began the preliminary development of a sustainable headlamp concept that can harmonise design, performance,
functionality and cost neutrality over the entire
product life cycle. The headlamp concept uses asoftware-controlled matrix LED light module andreduces the number of components while alsoutilising alternative, partially recyclable materials
and a highly efficient optical lens with significantly
reduced installation space. Compared to a conventional headlamp on the market, this design concept
can reduce the weight of the headlamp to two
kilograms instead of the usual five kilograms, produce around 70% less CO2 emissions and reduceoverall energy consumption by 60%.

¹ The disclosures made in this section are not part of the management report. These are not audited.

37
Annual report 2023

Group management report – General information on the HELLA Group

Highly integrative modules for front and rear
­HELLA has already received significant customer
orders for Front Phygital Shields in the calendar
year 2022. On this basis, the Company firstly began
developing the second generation in 2023. This
product generation is to be expanded to include
new modules for visual and acoustic communication with the environment, for example. Secondly,
the technological approach of Front Phygital
Shields is also to be transferred to the rear of thevehicle in order to develop this as a new businesssegment. Rear Phygital Shields are also highly integrated modules that are used, in this case, in therear of vehicles. Depending on customer requirements, they can, for example, combine display
modules, rear lights and sensor technology developed in-house. They also offer the option of digitally adapting light signatures and implementing new
software-defined communication functions.
Display technologies
In parallel to the development of the Front andRear Phygital Shields, into which displays can be
integrated, ­HELLA also worked on exterior displays
as a stand-alone product solution in the fiscal year
2023. The focus of development here is primarilyon high- and low-resolution displays that fulfil
the legal automotive requirements for signalling
functions (e.g. position light). They also provide atechnological basis for text- or symbol-based communication with the vehicle environment, customised and software-based adaptable light signaturesand other conceivable digital business models.
HV PowerBox
In the High Voltage PowerBox, ­HELLA combines ahigh-voltage converter and an onboard charger in
one product. This reduces complexity, weight andcosts as well as logistics costs; at the same time,
installation in the vehicle is also considerably simplified. The product design of the HV PowerBox isalso conceived in particular for cost-optimised
production in large quantities. In addition, the HVPowerBox can be supplemented with further components based on a modular configuration, such asa high-voltage battery management system, asecondary voltage converter or an intelligent Power Distribution Module (iPDM).
Coolant Control Hub Max
The Coolant Control Hub is a subsystem that ensures particularly efficient thermal management inelectric vehicles. It connects the cooling circuits forthe battery, electric motor and power electronics
and ensures optimum distribution of thermal energy in the vehicle. Parallel to the industrialisationof the first customer projects, which will go into

series production in 2024 and 2025, ­HELLA is working on the Coolant Control Hub Max as part of apre-development. In the highest integration levelof the Coolant Control Hub, it can now also control
the air conditioning of the vehicle interior from theengine compartment. This means that the air conditioning system can also be operated with thenatural and more environmentally friendly coolants CO2 or propane without endangering the occupants. This can save costs at vehicle level, reducethe complexity of thermal management and minimise the use of refrigerants. The refrigerant
r1234yf can also be replaced on this basis.
Intelligent Power Distribution Module
A safe, stable and intelligent power supply is one of
the key challenges in modern, zonal E/E architectures of automated vehicles. ­HELLA is developing
an intelligent Power Distribution Module (iPDM)
that expands the concept of zonal E/E architectures
to include this aspect. The iPDM protects the power
supply of highly automated vehicles with electronic
fuses (so-called "eFuses") and thus ensures thefunctionality of the vehicle in every situation. At thesame time, iPDM is able to recognise potential
problem areas in the power supply, such as overheating cables, at an early stage and before they
become critical. iPDM can then switch off functions
or regulate them so that overheated areas can cool
down again, for example. In contrast to the classic
fuse, the iPDM does not require a fuse to be replaced. This technology will go into series production as a first-to-market innovation in 2025.
77 GHz radar sensors­HELLA launched the first generation of 77 GHz radar sensors as an essential key technology for assisted and automated driving already in spring2020. In the fiscal year 2023, ­HELLA pushed ahead
with the development of the latest, seventh generation (relating to all 24 and 77 GHz generations).
The latest 77 GHz radar sensors further expand theCompany's radar portfolio to include front, rearand side radars and increase measurement capability in a cost-efficient manner. With new antenna
technology and a new chip design, they enable agreater range and better precision across the entire field of vision and support complex scenarios
for highly automated driving (level 3 and higher).
Automatic diagnosis
In the past fiscal year, ­HELLA Gutmann further automated vehicle diagnostics on the basis of artificial
intelligence and provided workshops with the new'Automatic Diagnostics' (AD) function in its current
diagnostic devices. When the function is started, an
automatic process chain runs, which ends when it

38
Annual report 2023

Group management report – General information on the HELLA Groupnarrows down the cause of the fault to a specificcomponent. This not only makes the overall diagnostic process more accurate, but also considerably
faster. The time required for a normal diagnostic run
can be reduced by up to 70%.
State of health for HV batteries
The value and range of an electric vehicle rise andfall with the condition of the high-voltage traction
battery. Knowledge of their actual state of health(SoH) is therefore of considerable interest to dealers, garages, insurers, banks, fleet operators and,last but not least, vehicle owners. In partnershipwith Battery Quick Check GmbH, a joint venture
between TWAICE and TÜV Rheinland, ­HELLA Gutmann has developed a procedure for recording

and assessing the condition of batteries in vehicle
workshops. This 'Battery Quick Check' is part of an
overall process certified by TÜV Rheinland. At its
conclusion, the complex analysis of the vehicle
battery results in a meaningful report on the condition of the high-voltage battery.
Front lighting for trucks
In the fiscal year 2023, ­HELLA continued to drive
forward the development of headlamp technologies for the truck segment and subsequently received a high-volume series order for a UScommercial vehicle manufacturer. This is the largest customer project that ­HELLA has ever received
in the Lifecycle Solutions business group. Series
production for the customer project is scheduled

Research and development
2023

2022

9,118

8,233

Lighting

309

166

Electronics

519

267

Lifecycle Solutions

49

25

Total

878

458

11.0%

10.4%

65

0

Employees in R&D
R&D expenses (in € million)

in % of reported sales
Amortisation of capitalised development costs (in € million)

Where sums and percentages in the report have been rounded, differences may arise as a result of commercial rounding. The short fiscal
year 2022 covers the period from 1 June to 31 December 2022 after the change to the dates of the fiscal year.

39
Annual report 2023

Group management report – General information on the HELLA Groupto start in 2027. ­HELLA supports key issues such assustainability, CO2 reduction and safety in the truck
sector with new concepts. At the same time, newdirectives are coming into effect for the EU market,
according to which truck manufacturers must increase the driver's field of vision and can also
lengthen the vehicles in connection with aerodynamic design, which will have an influence on future headlamp design concepts.

Lighting concepts for trailers
In spring 2023, ­HELLA started a development project that deals with the digitalisation of the lighting
system of truck trailers. The lighting system, consisting primarily of the combination rear lamp, indicator and position light, is equipped with a CAN
communication interface. This technological advancement from an analogue to a digital interface
can reduce the carbon footprint of the lighting
system by using significantly less material, especially copper, and implement new functions suchas condition monitoring of the light modules; it also
represents a basic technology for autonomous
driving in the truck sector.

Worldwide ­HELLA core workforce
31 May 2022
36,008 (-1.3%)
31 December 2022
36,280 (+0.8%)
31 December 2023
37,773 (+4.1%)

corresponds to an increase in personnel of 4.1%.
Personnel resources were increased in the Research& Development division in particular (+10.7%),
mainly due to the Company's high order backlog.
In Europe, ­HELLA had a total of 22,960 employees
as at the reporting date (31 December 2022:
22,523), of whom 7,943 were employed at theGerman sites (31 December 2022: 7,962 employees). As at the reporting date, ­HELLA employed
7,751 people in North, Central and South America(31 December 2022: 7,150 employees) and 7,062
people in Asia/Pacific/Rest of World (31 December
2022: 6,607 employees).

Human Resources­HELLA GmbH & Co. KGaA

As at the reporting date of the fiscal year 2023
(31 December 2023), ­HELLA had a total global
permanent workforce of 37,773 employees(31 December 2022 year: 36,280 employees). ThisAs at the balance sheet date of 31 December 2023,­ ELLA GmbH & Co. KGaA had 4,936 employees.
H
Compared to the prior year, the number of employees at this company has remained largely constant(31 December 2022: 4,942 employees).

 or further information
F
on employee matters, pleaserefer to the non-financial
statement in this annual report.

Core workforce in the ­HELLA Group by region and percentage change compared to 31 December 2022
31 December 2023

+/-

Share
21%

Germany

7,943

-0.2%

Europe excluding Germany

15,017+3.1%

40%

North, Central and South America

7,751

+8.4%

21%

Asia / Pacific / RoW

7,062

+6.9%

18%

Permanent employees worldwide

37,773

+4.1%

100%

Economic report

40
Annual report 2023

Group management report – economic report

Economic report

Economic development
 lobal economy deteriorates again:
G
Growth in the calendar year only at 3.1%
according to IMF figures (as of January 2024)
 hina sees largest increase, USA andC
eurozone record moderate growth, Germany
faces recession in 2023
In the calendar year 2023, the global economy has
again deteriorated. According to current estimatesby the International Monetary Fund (IMF) in its“World Economic Outlook”, global gross domestic
product only grew by 3.1% last year (as of 30 January 2024) and has therefore weakened again compared to the prior year (calendar year 2022: 3.5%).
Overall, the global economy grew only slightly
more strongly than the IMF forecast on 25 July and10 October 2023 (+3.0%).
The IMF attributes the lower growth compared tothe prior year primarily to a slowing economy in theindustrialised nations. In addition to the consequences of the coronavirus pandemic and the war
in Ukraine, the IMF considers that the strict inflation-related fiscal policy of various central banks
and the impact of extreme weather events havealso impacted economic growth.
It is possible that the slowdown in economic performance in calendar year 2023 will have a partially negative impact on the development of global
vehicle production in the current calendar year
2024. Accordingly, the industry outlook has also

gradually deteriorated since the fourth quarter of2023 (for further details, please refer to the industry outlook in the forecast report).
In terms of the overall economic environment within the respective countries and regions, growth inboth the eurozone and the USA is relatively moderate. According to IMF figures, gross domestic product in the eurozone only grew by 0.5% in 2023,
while Germany actually experienced a recession of
0.3%. This makes Germany the only G7 country tohave experienced negative economic development. In the USA, economic growth totalled 2.5%,
which was significantly above previous expectations. The IMF now estimates growth in China at
5.2%, also as a result of a relatively low basis forcomparison in the prior year (2022: 3.0%).

Industry development
 lobal production of passenger cars and lightGcommercial vehicles totals 90.3 million units inthe fiscal year 2023 (as of February 2024)
 ompared to calendar year 2022 this wouldC
correspond to growth of 9.7%
 ehicle production in the short fiscal yearV2022 at 50.8 million units
According to data published by the market research institute S&P Global Mobility (formerly: IHS
Markit) in its Light Vehicle Production Forecast for
the fiscal year 2023 (1 January to 31 December

41
Annual report 20232023), 90.3 million new passenger cars and lightcommercial vehicles have been produced worldwide (as of February 2024). Compared to the calendar year 2022 (1 January to 31 December 2022), thiswould correspond to growth of 9.7% (calendar year
2022: 82.3 million units).
On the one hand, this means that the automotive
market has recovered to some extent. This is also
due to catch-up effects from high order backlogs
and a partially low starting point, after pandemic-related restrictions in the Chinese market, forexample, had a negative impact on industry development in spring 2022. On the other hand, global
production volumes in 2023 were still around fivemillion units below the level of the 2017 calendar
year, in which global vehicle production peaked at
95 million units.
In Europe, vehicle production in the fiscal year 2023
grew by 12.9% to 17.9 million units compared tothe calendar year 2022 (calendar year 2022: 15.8
million units), with the German market growing byGroup management report – economic report

18.5% compared to the prior year. In North, Central
and South America, 18.6 million new passenger
cars and light commercial vehicles were produced
in 2023, 8.6% more than in the previous year (calendar year 2022: 17.1 million units); the US market
recorded growth of 6.0% in the region. In Asia/Pacific/Rest of World, vehicle production rose by 9.0%
to 53.9 million units (calendar year 2022: 49.4 million units) and by 10.0% in the Chinese market.
With regard to the short fiscal year 2022 (1 June to
31 December 2022), global light vehicle production totalled 50.8 million units. In Europe, 9.4 million new passenger cars and light commercial
vehicles were produced in this period, with theGerman automotive market accounting for 2.2
million units. In North, Central and South America,
10.2 million units were produced in the short fiscal year, including 5.8 million units in the US market. Vehicle production in Asia/Pacific/Rest ofWorld totalled 31.1 million units in the short fiscal
year 2022, with the Chinese market accounting for16.9 million units.

Production of passenger cars and light commercial vehicles

Europeof which Germany
North, Central and South America

Fiscal year 2023

Calendar year 2022

Short fiscal year 2022

17,862

15,827

9,411

4,270

3,604

2,185

18,595

17,12010,211of which USA

10,343

9,758

5,813

Asia / Pacific / RoW

53,86349,39731,142of which China

28,764

26,15016,941

90,321

82,34450,763

Worldwide

Source: S&P Global Mobility Light Vehicle Production Forecast, February 2024. The short fiscal year 2022
covers the period from 1 June to 31 December 2022 and is therefore not comparable with the fiscal year
2023. Values for the calendar year 2022 are also shown here for better comparability.

42
Annual report 2023

Business developmentof the ­HELLA Group ales adjusted for currency andS
portfolio effects at €8,125 million;
reported sales at €7,954 million
 perating income stands at €486 million;O
operating income margin at 6.1%
Net cash flow in relation to sales is at 2.6%
In relation to the pro forma comparative
figures for the calendar year 2022, reported
sales growth is 10.3%; operating income margin
improves by 2.0 percentage points; net cash
flow to sales drops by 0.4 percentage points­ ELLA changed its fiscal year to the calendar yearHwith effect from 1 January 2023 and, for this purpose, created a transitional seven-month shortfiscal year (1 June to 31 December 2022) in the prior year. The two periods are therefore not comparable, and seasonal effects must also be taken into
account when analysing margins (key performanceindicators in relation to reported sales). In order tobetter classify the business development, additional information is provided on sales growth, operating income margin and net cash flow in relation tosales, which compares the reporting period withthe corresponding pro forma figures for the calendar year 2022 (1 January to 31 December 2022). For
further information on operating income and net
cash flow, please refer to the notes to the consolidated financial statements (chapters 21 and 41).

Results of operations
In the fiscal year 2023, ­­HELLA achieved Group-widecurrency and portfolio-adjusted sales of €8,125
million. Taking into account negative exchange rate
effects (-€171 million), reported sales according to
the consolidated financial statements totalled

Group management report – economic report€7,954 million (short fiscal year 2022: €4,410 million).
In the reporting period, there were no portfolio
effects that required adjustment. Compared to the
pro forma comparatives for the calendar year 2022
(1 January to 31 December 2022), the sales growthwould be 12.7% (adjusted) and 10.3% (reported)(calendar year 2022: €7,212 million).
In the fiscal year 2023, the Company generally benefited from the higher production volumes in theindustry environment and from good strategicalignment along key market trends such as energy
management and electromobility as well as safe
and automated driving (please also refer to thepresentation on corporate strategy in the chapter“General information on the H­ ELLA Group”). All
business groups as reporting segments of the company contributed to the positive sales performanceand the improved operating income margin at
Group level.
The Company's current customer and regional mix
had an opposite effect in the reporting period,
which is why ­HELLA was only able to benefit in partfrom the growth of individual customers and markets particularly in the automotive business, which
had a particularly negative impact on the Asianmarket. At the same time, individual series projects
have started more slowly than expected; the technology content within certain customer projects
has also been partially reduced (decontenting).
Sales in Europe are €4,588 million (short fiscal year
2022: €2,327 million), in North, Central and SouthAmerica €1,624 million (short fiscal year 2022: €931
million) and in Asia/Pacific/Rest of World €1,742
million (short fiscal year 2022: €1,153 million). In
general, sales development in the regions benefited from the improved industry trend with higher
production volumes. In Asia, however, the Company’s business performance in the second half of2023 was negatively impacted by model and tech-

Reported sales of the H­ ELLA Group(in € million)

Fiscal year 2021/2022 (1 June 2021–31 May 2022)
Short fiscal year 2022 (1 June –31 December 2022)
Fiscal year 2023 (1 January–31 December 2023)

6,326
4,410
7,954

43
Annual report 2023

Group management report – economic report

Reconciliation to operating income ­HELLA Groupin € million

2023

2022

Sales

7,954

4,410

Cost of sales-5,932-3,390Gross profit

2,022

1,020

Gross profit in relation to sales

25.4%

23.1%

Research and development expenses

-878

-458

Distribution expenses

-375

-213

Administrative expenses

-302

-167

19

12

Other income and expenses
Operating Income

486

195

Operating income in relation to sales

6.1%

4.4%

The operational comparatives are presented in an adjusted form. The reported values can be found in the consolidated financial
statements. The short fiscal year 2022 covers the period 1 June to 31 December 2022. The periods are therefore subject to limited
comparability.

nology changes among core customers and theCompany’s current customer mix in the market.
Gross profit amounted to €2,022 million in the fiscal year 2023 (short fiscal year 2022: €1,020 million); in relation to sales, the gross profit margin
therefore increased significantly to 25.4% (shortfiscal year 2022: 23.1%). On the one hand, this ismainly due to higher business volumes, which have
led to significant improvements in the gross profit
margin in all of the Company’s business groups. On
the other hand, gross profit benefited from thepassing on of inflation-related price increases tocustomers, particularly in the Lighting and Electronics segments. In the short fiscal year 2022,
gross profit was additionally burdened by highcosts for energy, materials and logistics.
­ ELLA spent a total of €878 million on researchHand development (R&D) in the fiscal year 2023
(short fiscal year 2022: €458 million). In relation tosales, the R&D expenses (R&D ratio) thus increase
to 11.0% (short fiscal year 2022: 10.4%). Expenditure on research and development was incurredin particular against the backdrop of high ordervolumes and in preparation for upcoming production launches. In the Electronics business in particular, the R&D ratio increased in the fiscal year
2023 compared to the short fiscal year 2022 andled to a higher R&D ratio across the Group. Thisis due in particular to development projects withparticularly high requirements for functionalsafety, for which additional R&D expenditure was
required.

Expenses for distribution and administration andthe balance of other income and expenses totalled€658 million (short fiscal year 2022: €368 million);
the ratio of this income and expenses to sales istherefore 8.3% and thus on a par with the comparative period (short fiscal year 2022: 8.3%).
Earnings before interest and taxes (EBIT) as reported in the consolidated financial statements amountto €464 million in the fiscal year 2023 (short fiscal
year 2022: €383 million); the previous year’s figure
includes in particular the additional book profit
from the successful sale of the 50 percent stake inthe former joint venture HBPO (€250 million).
­HELLA introduced the operating income margin as
a new performance indicator for Group management at the beginning of fiscal year 2023. In thefiscal year 2023, based on EBIT, adjustments forstructural measures totalling €33 million (shortfiscal year 2022: €12 million), for effects referring to
the scope of consolidation totalling €2 million(short fiscal year 2022: €-250 million), for investments totalling €-14 million (short fiscal year 2022:€12 million) and for other effects totalling €16 million (short fiscal year 2022: €66 million) have been
made to operating income.
Correspondingly, operating income improved significantly to €486 million in fiscal year 2023 (shortfiscal year 2022: €195 million), equating to an operating income margin of 6.1% (short fiscal year 2022:
4.4%). This improvement was largely driven by thehigher gross profit margin, but was partly offset by
the increased R&D ratio. Compared to the calendar

44
Annual report 2023

Group management report – economic report

Operating income of the ­HELLA Group(in € million and in relation to reported sales)

Fiscal year 2021/2022 (1 June 2021–31 May 2022)
Short fiscal year 2022 (1 June –31 December 2022)
Fiscal year 2023 (1 January–31 December 2023)

251 (4.0%)
195 (4.4%)486 (6.1%)

year 2022, the operating income margin improved
by 2.0 percentage points (calendar year 2022, pro
forma comparative figure: 4.1%).

the business development of the ­HELLA Group. It
was primarily driven by the improved automotive
environment in Europe and especially in Germany.

The net financial result for the fiscal year 2023 is-€67 million (short fiscal year 2022 year: -€25 million). In general, both interest income and interest
expenses increased compared to the previous year
due to the generally higher interest rate level. In
addition, financial expenses increased to € 29 million due to the compounding of long-term provisions. Earnings before taxes (EBT) improved to€397 million (short fiscal year 2022: €358 million).
Expenses relating to income taxes amount to €131
million (short fiscal year 2022: €6 million).

In the past fiscal year, around 41.8% of sales weregenerated by associates (short fiscal year 2022:
42.3%). These mainly related to the global supply of
modular products in the area of original equipment. Alongside this, the parent company ensured
the supply of the international ­HELLA trade network as part of its central distribution system.

The fiscal year 2023 therefore closed with earnings
for the period totalling €266 million (short fiscal
year 2022: €352 million). Earnings per share arethus €2.38 (short fiscal year 2022: €3.15).
­ ELLA GmbH Co. KGaAH
The development of the results of operations in theannual financial statements is presented and analyzed below in accordance with German commercial law. Due to the high degree of integration of­HELLA GmbH & Co. KGaA within the ­HELLA Group,
additional disclosures are made in accordance withIFRS with regard to sales for management purposes and to improve comparability with the ­HELLAGroup. The expense ratios for material, personnel
and other operating expenses presented below
are the ratio of the respective absolute values tothe total operating performance of ­HELLA GmbH &Co. KGaA (as a total of sales, stock changes andother internally produced and capitalised assets
according to the annual financial statements).
In the fiscal year 2023, sales of ­HELLA GmbH & Co.
KGaA totalled €2,522 million (short fiscal year 2022:€1,342 million). Reported sales under IFRS amountto €2,294 million (short fiscal year 2022: €1,240
million). The business development of ­HELLAGmbH & Co. KGaA is therefore generally in line with

Other operating income totalling €204 million(short fiscal year 2022: €398 million) includes income relating to other periods in the amount of€43 million (short fiscal year 2022: €19 million),
which mainly relates to income from the reversal ofprovisions of €42 million (short fiscal year 2022:€17 million). €127 million relates to currency effects (short fiscal year 2022: €70 million). The shortfiscal year 2022 was also characterised by the saleof the shares held by ­HELLA GmbH & Co. KGaA’s
shares in HBPO Beteiligungsgesellschaft in theamount of €278 million.
The material expenses ratio fell to 47.6% (shortfiscal year 2022: 49.8%).
Personnel expenses in the short fiscal year amountto €484 million (short fiscal year 2022: €269 million). The personnel costs ratio therefore dropped
to 19.2% (short fiscal year: 19.8%). The main reason
for this is the improved coverage of personnel
costs, as the increase in wages and salaries in particular was disproportionately low in relation to theincrease in sales, among other things due to thelargely constant headcount development of ­HELLAGmbH & KGaA’s reporting staff.
Other operating expenses totalled € 994 million(short fiscal year 2022: € 607 million). The expense
ratio therefore fell to 39.5% (short fiscal year 2022:
44.6%). This is mainly due to higher additions to provisions that were made in the short fiscal year 2022.

45
Annual report 2023

Group management report – economic report

Sales by region – H­ ELLA Group
Fiscal year 2023

Short fiscal year 2022

Absolute(in € million)

Relative

Absolute(in € million)

Relative

Europe

4,588

58%

2,327

53%

North, Central and South America

1,624

20%

931

21%

Asia / Pacific / RoW

1,742

22%

1,153

26%

Consolidated sales

7,954

100%

4,410

100%

Cumulatively, this leads to operating earnings of-€38 million (short fiscal year 2022: €152 million).
On balance, earnings from investments as well as
profit and loss transfers stand at €118 million(short fiscal year 2022: €104 million). This development is the result of an increase in expenses forloss transfers (€ -1 million) and a net increase inincome from affiliated companies and profit transfers (€ +15 million).
Financial income, including the income from investments described above, amounts to €127 million after deduction of financial expenses (shortfiscal year 2022: €135 million). Income taxes rose to€21 million due to higher withholding tax payments(short fiscal year 2022: €3 million).
In light of the developments described above,
which in the previous year had included in particular the sale of the shares held by H
­ ELLA in HBPO,
net income for fiscal year 2023 fell to €67 million(short fiscal year 2022: €283 million).

Financial status
At present, ­HELLA essentially uses four long-term
financial instruments:
 apital market bonds
C
At the balance sheet date, ­HELLA had twooutstanding capital market bonds with termsof seven years each. These comprise a bondof €300 million maturing in May 2024 and abond of €500 million issued in September
2019 maturing in January 2027.

Private Placement
A total of JPY 22 billion with a 30-year term
was raised in 2002 and 2003. This foreign currency liability is fully hedged against exchange
rate fluctuations. The value of the liability on
31 December 2023 was €149 million.
 ilateral credit lines
B
In addition to short-term bilateral loans
in individual companies, a Mexican subsidiary
took out a bank credit with a volume of
USD 200 million in 2018. One tranche of USD
75 million runs until January 2026, while thesecond tranche of USD 125 million ran until
January 2023 and was repaid in full.
 yndicated credit facility
S
In September 2022, ­HELLA negotiated a new
syndicated credit facility amounting to €450
million and an increase option of €150 million.
This facility was concluded with a syndicate ofinternational banks and has a term of three
years until September 2025. The first extension option of 15 months was exercised in August 2023. The second extension option of
twelve months can be exercised in 2024. The
new term ends in December 2026 (utilisation
as at 31 December 2023: 0%). The banks havea special right of cancellation in the event of achange of control. There would also be a special right of termination in the event of asqueeze-out or a controlling agreement being
entered into the Commercial Register.
The cash flow from operating activities improved
during the current fiscal year 2023 to €826 million(short fiscal year 2022: €626 million). This development is mainly due to higher operating income anda reduction in working capital.

 or more informationF
relating to H
­ ELLA's financial
strategy, please refer to the“General information on the­HELLA Group” chapter.

46
Annual report 2023

Group management report – economic report

Sales by region and business groupLighting

Electronics

Lifecycle Solutions

2023

2022

2023

2022

2023

2022

Europe

57%

52%

54%

48%

71%

69%

North, Central andSouth America

23%

25%

20%

19%

14%

14%

Asia / Pacific / RoW

20%

23%

26%

33%

15%

17%

Cash investing activities for intangible assets andproperty, plant and equipment amounted to €620
million (short fiscal year 2022: €392 million). The
total amount of all investments made in intangible
assets and property, plant and equipment totalled€687 million in the reporting period (short fiscal
year 2022: €409 million). These mainly included
expenditure on the long-term expansion of theworldwide development, administration and production networks. ­HELLA also invested considerable sums in product-specific capital equipment andin booked series launch preparation projects. Capital expenditure as a percentage of sales decreased
to 7.8% in the current fiscal year 2023 as a result ofactive management of capital expenditure (shortfiscal year 2022: 8.9%).
Since the beginning of fiscal year 2023, net cash
flow has been used as a performance indicator for
the internal management of the ­HELLA Group. For
this purpose, cash inflows from the sale of property, plant and equipment and intangible assets andcash outflows for the procurement of property,
plant and equipment and intangible assets areadded to cash flow from operating activities. The
resulting figure is the net cash flow.
The net cash flow deteriorated during the fiscal
year 2023 to €205 million (short fiscal year 2022:€233 million). This includes a deterioration fromthe factoring programme of €138 million to €56
million (short fiscal year 2022: €194 million). The

net cash flow in relation to sales fell to 2.6% (shortfiscal year 2022: 5.3%). The net cash flow margin
for the calendar year 2022 was 3.0% (pro forma
comparative).
The remaining 50% of the shares in the German
company ­HELLA Pagid GmbH were acquired in thecurrent fiscal year. The payments for the acquisition of the shares totalling €3 million are reported
under cash flow from investing activities.
As part of the active management of the liquid
funds available to the Group, €63 million accrued
from securities in the reporting period (short fiscal
year 2022: €241 million). For liquidity management
purposes, capital is usually invested in short-term
securities or securities with a liquid market so thefunds can be made available for potential operating requirements at short notice.
Total cash outflows from financing activities came
to around €469 million (short fiscal year 2022: €35
million). The net decrease in borrowings as the sumof repayments and proceeds from assuming financial liabilities amounted to €149 million (short fiscal
year 2022: net borrowings of €19 million). This ismainly due to the timely repayment of the bankloan from a Mexican subsidiary in the amount of
USD 125 million at the end of January 2023.
The dividend of €2.88 per share (including a special
dividend following the sale of HBPO shares) adopted

Net cash flow of the ­HELLA Group(in € million and in relation to reported sales)

Fiscal year 2021/2022 (1 June 2021–31 May 2022)
Short fiscal year 2022 (1 June –31 December 2022)
Fiscal year 2023 (1 January–31 December 2023)-284 (-4.5%)
233 (5.3%)
205 (2.6%)

47
Annual report 2023

at the annual general meeting on 28 April 2023
amounted to a total of €320 million and was paidout in full to the shareholders (short fiscal year
2022: €54 million).
Compared to the end of the prior short fiscal year
2022, liquidity from cash and cash equivalents decreased by €195 million to €1,090 million (31 December 2022: €1,286 million). Including current
financial assets, essentially comprising securities of€128 million (31 December 2022: €186 million), theavailable funds fell to €1,218 million (31 December
2022: €1,472 million). On this basis, the Management Board is of the opinion that ­HELLA is able tosatisfy its payment obligations.

Financial position
Compared to the balance sheet date of the shortfiscal year 2022, total assets fell by €236 million to€7,062 million (31 December 2022: €7,298 million).
While current assets decreased by €248 million,
non-current assets increased slightly by €12 million.
In current assets, the sum of receivables and inventories decreased by a total of €133 million, while
contract assets increased by €68 million. Compared to the short fiscal year 2022, the investment
in Behr-­HELLA Thermocontrol (BHTC), which is held
for sale, was also recognised under current assets
at €73 million. At the same time, financial assets fellby €58 million as a result of disposals. Cash andcash equivalents fell by €195 million.
Under non-current assets, intangible assets increased by €67 million, while property, plant andequipment decreased by €20 million. In addition to
BHTC, the investments accounted for using theequity method no longer include the investment in­HELLA Pagid, meaning that these investments are
now reported €80 million lower than in the shortfiscal year 2022. Towards the end of the reporting
period, ­HELLA Pagid is recognised in other non-current assets, which increased by €18 million.
In terms of equity and liabilities, current liabilities
in particular increased by €278 million, while
non-current liabilities fell by €350 million and equity by €163 million.
Under current liabilities, which rose by €278 million, current financial liabilities in particular increased by a total of €180 million, as a bondtotalling €300 million was still classified as non-current in the prior year. However, this increase wasoffset by the repayment of a bank loan of a Mexican subsidiary in the amount of €117 million (USD
125 million). Current provisions fell by €73 million,

Group management report – economic reportmainly due to utilisation, while trade payables increased by €30 million. Other liabilities increasedby €94 million, as personnel liabilities were recognised €49 million higher and the amount for outstanding invoices €54 million higher. Within
personnel liabilities, bonus payments were recognised at a lower value in the prior year due to increased payments.
Non-current liabilities fell by a total of €350 million.
In addition to the aforementioned reclassificationof a bond, non-current provisions decreased by€47 million, mainly due to reversals, while othernon-current liabilities increased by €29 million.
The comprehensive income for the period increased
equity by €157 million, while the dividend payment
totalling €320 million had a greater reducing effect.
The comprehensive income for the period had apositive effect of €266 million, although currencytranslation differences in particular had a negative
impact of €76 million and the remeasurement ofpension plans had a negative effect of €25 million.
Correspondingly, current and non-current financial liabilities decreased in total by €154 million to€1,275 million (31 December 2022: €1,429 million).
Net financial debt as the balance of cash and current financial assets as well as current and noncurrent financial liabilities changed by a total of€99 million to €56 million (31 December 2022: net
financial liquidity €43 million).
In contrast, working capital, consisting of tradereceivables, inventories and trade payables, wasreduced by €163 million.
The equity ratio was 41.0% as at the reporting
date of 31 December 2023 (31 December 2022:
41.9%). The equity ratio relative to total assets
adjusted for liquidity comes to 49.6% (31 December 2022: 52.5%).
As at the balance sheet date of the fiscal year 2023
(31 December 2023), the corporate rating by
Moody’s rating agency remained at the level of
Baa3 with a stable outlook. The very solid basis forfurther long-term and independent corporate financing will thus remain unchanged.
­ ELLA GmbH & Co. KGaAH
The total assets of ­HELLA GmbH & Co. KGaA reduced to €3,504 million (31 December 2022: €3,873
million). This is mainly due to the reduction in current assets (-€466 million) and prepaid expenses(-€24 million) as well as an increase in fixed assets(+121 million) on the assets side, which are offset

48
Annual report 2023

by lower liabilities (-€89 million) and provisions(-€27 million) as well as the change in retained
earnings (-€253 million) on the liabilities side.
Property, plant and equipment rose to €351 million
in the course of operating activities (31 December
2022: €343 million). In addition, financial assets increased to €1,218 million (31 December 2022:€1,114 million). This increase is mainly due to an increase in loans to affiliated companies (+€108 million).
Trade receivables from third parties increased to€103 million in the fiscal year 2023 (31 December
2022: €99 million).
Receivables from affiliates, however, reduced to€686 million (31 December 2022: €726 million).
This development is the result of a reduction intrade receivables (-€28 million) and other receivables from affiliated companies (-€157 million) andan increase in loan receivables from domestic andforeign subsidiaries (+€151 million). Receivablesfrom companies in which participating interests
are held reduced to €4 million (31 December 2022:€9 million).

Group management report – economic report

The net financial debt of the Company (securities
plus cash and cash equivalents, less bonds, otherfinancial liabilities and amounts owed to credit institutions) came to -€242 million at the end of the
fiscal year (31 December 2022: net financial liquidity €161 million). This development is mainly due tocash inflows from operating activities, the sale ofthe stake in HBPO and securities held as current
assets.
Compared to the short fiscal year 2022, equity fell
to €1,179 million (31 December 2022: €1,432 million). As described above, this is mainly due to thelower operating result and the lower net financial
result. The equity ratio decreased to 33.6% (31 December 2022: 37.0%). For details of the compositionof the subscribed capital, please refer to the annual
financial statements of ­HELLA GmbH & Co. KGaA.
The annual financial statements of ­HELLA GmbH &Co. KGaA are available on the Company homepageat www.hella.com/cfs and are also announced
electronically in the company register.

49
Annual report 2023

Group management report – economic report

Business developmentof the segments
Lighting
 ighting achieves sales of €3,887 million,Ldriven by positive business development in
all regions
 perating income stands at €132 million;O
operating income margin improves to 3.4%
The Lighting segment generated sales of €3,887
million in the fiscal year 2023 (short fiscal year 2022:€2,139 million). This was mainly due to successful
business development in all regions, including in thebusiness with manufacturers of electric vehicles.

The operating income amounts to €132 million(short fiscal year 2022; €30 million), the operating
income margin hence increases to 3.4% (short fiscal year 2022: 1.4%). Overall, the Lighting segment
is therefore continuing to improve its profitability.
In the fiscal year 2023, the segment benefited not
only from higher production volumes but also fromthe passing on of inflation-related price increases
to customers.

Reconciliation to operating income for the Lighting segmentin € million

2023

2022

Sales with third-party entities

3,831

2,103

57

36

3,887

2,139

-3,258-1,835Intersegment sales
Segment sales
Cost of sales
Gross profit

630

303

Gross profit in relation to segment sales

16.2%

14.2%

Research and development expenses

-309

-166

Distribution expenses

-74

-44

Administrative expenses

-121

-68

6

5

Operating Income

132

30

Operating income in relation to segment sales(operating income margin)

3.4%

1.4%

Other income and expenses

50
Annual report 2023

Group management report – economic reportElectronics
 lectronics sales of €3,372 million based onEhigh demand for products for electromobility
and automated driving
 perating income stands at €232 million;O
operating income margin improves to 6.9%
Sales of €3,372 million were achieved in the Electronics segment in the fiscal year 2023 (short fiscal
year 2022: €1,899 million). Business developed
positively in all regions during the reporting period.
The main sales drivers were business withhigh-voltage battery management systems, voltage converters, radar sensors and body electronics.

The operating income of the Electronics segment
amounts to €232 million in the fiscal year 2023
(short fiscal year 2022: €112 million), equating to an
operating income margin of 6.9% (short fiscal year
2022: 5.9%). This was primarily due to successful
cost management and the passing on of price increases to customers. In contrast, high expenditure on research and development to realise thehigh order backlog reduced the segment's profitability. In this context, additional development expenses have also been incurred for certain
development projects with particularly high functional safety requirements. This includes projects
for radar sensors and steering electronics.

Reconciliation to operating income for the Electronics segmentin € million

2023

2022

Sales with third-party entities

3,049

1,732

324

168

Segment sales

3,372

1,899

Cost of sales-2,430-1,414

Intersegment sales

Gross profit

942

486

Gross profit in relation to segment sales

27.9%

25.6%

Research and development expenses

-519

-267

Distribution expenses

-66

-40

Administrative expenses

-131

-71

7

4

Operating Income

232

112

Operating income in relation to segment sales(operating income margin)

6.9%

5.9%

Other income and expenses

51
Annual report 2023

Group management report – economic report

Lifecycle Solutions
 ifecycle Solutions generates sales ofL€1,069 million, driven by successful
workshop, spare parts and commercial
vehicle businessfurther ramp-up of the newly launched counter todetect soot particulate in the exhaust flow of diesel
vehicles; and the solid business for agricultural andconstruction machinery, trucks and buses.

 perating income stands at to €128 million;O
operating income margin improves to 11.9%

The profitability of the segment also improved. The
operating income of the Lifecycle Solutions segment amounts to €128 million in the fiscal year
2023 (short fiscal year 2022: €57 million), thus theoperating income margin increases to 11.9% (shortfiscal year 2022: 10.0%). In particular, the main driver is the increased gross profit, which has improved
as a result of higher production volumes and goodoverall operating performance.

Sales of €1,069 million were achieved in the Lifecycle Solutions segment in the fiscal year 2023 (shortfiscal year 2022: €575 million). All three divisions inthe segment performed successfully in the reporting period: The main drivers were the strong spareparts business in various national markets; theReconciliation to operating income for the Lifecycle Solutions segmentin € million

2023

2022

Sales with third-party entities

1,059

569

10

6

Segment sales

1,069

575

Cost of sales

-618

-344

Intersegment sales

Gross profit
Gross profit in relation to segment sales

451

231

42.2%

40.2%

Research and development expenses

-49

-25

Distribution expenses

-235

-131

Administrative expenses

-45

-24

5

6

128

57

11.9%

10.0%

Other income and expenses
Operating Income
Operating income in relation to segment sales(operating income margin)52
Annual report 2023

Group management report – economic report

Achievement of objectives
and overall statement
 ompany outlook for 2023 met: currency andC
portfolio-adjusted sales, operating income
margin and net cash flow in relation to sales
are within target corridors
 stablished dividend policy to be continued:
E
Dividend in the amount of €0.71 per shareproposedIn the past fiscal year 2023, ­HELLA met the forecast
first published by the Company on 16 February 2023
as part of the announcement of the preliminary results for the short fiscal year 2022. Accordingly­HELLA achieved currency and portfolio-adjusted
sales of €8.1 billion in the fiscal year 2023 (reported:€8.0 billion). Compared to the pro forma sales forthe calendar year 2022, this corresponds to growthof 12.7% and 10.3% respectively and shows that
­HELLA continues to outperform the market and has
once again exceeded the growth in global vehicle
production (+9.7%). Among other things, the company is benefiting from high customer demand due
to its good strategic positioning along key automotive market trends. The operating income margin
was 6.1% in the fiscal year 2023, while the net cash
flow in relation to sales was 2.6%.
The results for the fiscal year 2023 are therefore
within the target corridors forecast in the 2022 annual report and confirmed during the year: ­HELLA
expected to achieve currency and portfolio-adjusted sales in the range of around €8.0 billion to €8.5
billion. ­HELLA has achieved this range, although
the value is slightly below the specification made in
the six-month report 2024 (24 July 2023), which had
anticipated a figure around the midpoint of thegiven forecast range. This was due to the Company's customer and regional mix, the sometimes
slower start-up of individual series projects anddecontenting on the customer side. A value in therange of around 5.5 to 7.0% was forecast for theoperating income margin and was also specified
here at the half-year stage to a value around the
midpoint of the respective forecast range. With
regard to net cash flow in relation to sales, ­HELLA
had forecast a target value of approximately 2%
and thus exceeded this target with a figure of 2.6%.
On the basis of these results, the company management of ­HELLA GmbH & Co. KGaA will propose
to the Annual General Meeting on 26 April 2024
that a dividend of €0.71 per share be paid out for
fiscal year 2023 on the basis of these results. The
total dividend payout would therefore be €79 million, corresponding to the dividend policy of theCompany to pay out around 30% of the earnings
for the period attributable to the owners of theparent company.

­HELLA GmbH & Co. KGaA
­ ELLA GmbH & Co. KGaA expects reported salesHunder IFRS within the range of approximately€2.3 billion to €2.5 billion on the operational side of
the business for the fiscal year 2023.
In the fiscal year 2023, the reported sales of ­HELLAGmbH & Co. KGaA under IFRS amounted to €2,294
million (short fiscal year 2022: €1,240 million). Sales
in accordance with IFRS are therefore at the lower
end of the given forecast range.

Internal control
in accounting
For the presentation of the internal control of thefinancial reporting, please refer to the risk report inthis Group management report.

Opportunity and risk report53
Annual Report 2023

Group Management Report – Risk Report

Opportunity andrisk report­ ELLA faces a variety of different opportunites andHrisks arising from the Group’s entrepreneurial
activities, its business strategy as well as the economic and industry environment. The Company’s
objective is to utilise opportunities through appropriate measures and to manage risks responsibly.

ries of the system were harmonised with the risk
management of FORVIA, the majority shareholderof the Company, to facilitate a simpler comparisonof the risk status.  The scope of risk consolidationis the same as the scope of consolidation in the
consolidated financial statements.

Risk management andinternal control system

Organisation, control
and monitoring

Risks are an unavoidable part of all entrepreneurial activity. This is why ­HELLA handles risks responsibly by actively analysing and addressing them ina sustainable manner. Risk is defined as the possibility of the occurrence of internal or external
events that could impair or jeopardise the achievement of the Company's strategic or operational
objectives. The aim is to realise entrepreneurial
opportunities and to reduce the associated risks
appropriately.

The Management Board of the ­HELLA Group bears
the overall responsibility and supervisory duty for
setting up the Group-wide risk management andthe internal control system. The Supervisory Boardand its Audit Committee also monitor the system.

In a complex and dynamic business environment,risk management and the internal control systemcreate added value for the Company by dealing
with risks adequately and effectively and by creating a deeper understanding of the risk exposure asa basis for business decisions.

Roles in the first line
“Risk champions” are responsible for specific risks
from the first line at Group level. This role is typically at management level with a direct reporting line  to the Management Board. The risk champions are
responsible for identifying significant risks, documenting them and implementing and tracking suitable risk mitigation measures. They also take thelead in organising key specialist processes within
the Group. The role of the risk champions covers all
relevant risk areas in the Group: There are thus risk

The risk management system also includes earlyrisk detection in accordance with Section 91 of theGerman Stock Corporation Act (AktG). In the pastfiscal year, the role designations and risk catego-

Responsibilities and roles within the risk management system and the internal control system aredefined in accordance with the “three lines” modelof the Institute of Internal Auditors (IIA).

54
Annual Report 2023

champions both for centrally responsible topics(e.g. IT, finance, taxes) and in the business groups(e.g. for strategic and operational product responsibility and for production).
Responsibility for maintaining effective internal
controls and for implementing risk and control
procedures lies first and foremost with clearly defined business and process owners at all levels andlocations of the Group.
Roles in the second line
The second line supports and monitors theapplication of the risk management system. Standardised processes, methods and tools are implemented for this purpose.  
A Risk Management Officer (RMO) assumes responsibility for the strategic framework for monitoring risk management in the Company. The roleof the RMO includes hedging against insolvency
risks and ensuring compliance with the risk management system.
The central risk management and internal control
management functions are the second line responsible for developing and providing suitable processes, methods and tools, and for monitoring therisk register and control portfolio, consolidating
information and reporting accordingly. The risk
register is understood to be the overall list of allrisks in the context of early risk detection. The control portfolio comprises all centrally and decentrally implemented controls.
The heads of the Group-wide central risk management (also Risk Management Officer) and internal
control functions have disciplinary reporting lines
to the head of the Risk, Internal Control and Process Management department.
Roles in the third line
In the third line, the corporate audit function reviews the implementation of legal requirements
and internal guidelines, as well as the effectivenessof company-wide processes, through audit structures and internal audits in all relevant regions. On
the basis of the audits and the exchange of information and ideas with Risk Management, GroupInternal Audit prepares comprehensive Group audit reports every six months, in which it reports on
audits conducted and their results, ongoing audits,measures implemented and planned further developments of the internal control system.
On the basis of these reports, the Head of GroupInternal Audit informs the Management Board andGroup Management Report – Risk Report

the Audit Committee of the Supervisory Board.
Should significant risks be identified in the meantime, the Management Board and the Audit Committee of the Supervisory Board are informed
promptly.
Governance
The Risk Management Board (RMB) is responsible
for status control and Group-wide overall risk management. The Risk Management Board is chairedby the Risk Management Officer and comprises
representatives from all management positions.
­HELLA has installed an Internal Control Governance
Board (ICGB) to monitor the status and Group-wide
management of the internal control system. Thisboard focuses on the detailed risk management ofprocess owners at all levels of the Group. The ICGB
is chaired by the member of the Management Board
responsible for the Finance and Controlling divisionand is attended by representatives from all relevant
areas of the three divisions.

Process organisationof risk management
The process organisation is integrated into a Groupwide business process management system. Processes are stringently defined via this system; thisincludes the activities of all process-related roles.
The process covers the entire life cycle of a risk. The
processes structure procedures for setting up andmaintaining a risk register, including the associatedrisk minimisation.

Early risk detection, assessment,
aggregation and interpretation
A key element of the risk management system is an
implemented early warning system to safeguard
the continued existence of the Company. The basis
for this system is the register of identified material
risks and a scenario discussion for each risk withthe respective people responsible. The scenarios
only consider the negative risk side arising fromexisting uncertainty. Mathematical stochastic modelling is then typically derived from these scenarios
for each risk. A few risks with a gradual effect over
several fiscal years are an exception; these are assessed qualitatively in terms of their long-term effect on the Company.
In the next step, using mathematical stochastic
methods as well, the risk register is aggregated into
an overall risk distribution and an overall risk value.
This risk value represents an extreme event that
the Company must expect at an unspecified point
in time within the next twenty years.

55
Annual Report 2023

To interpret the extent to which the Group is able
to bear the calculated overall risk, the finance department defines a current risk-bearing capacity
limit. The derivation of risk-bearing capacity takes
particular account of the criterion of a sufficiently
high remaining equity ratio after the occurrence ofrisk events.
In addition, a warning threshold below this riskbearing capacity limit, known as the "risk appetite", is defined. As long as the overall risk is below
the risk appetite and risk-bearing capacity thresholds, the scope of risk would not trigger either
overindebtedness or insolvency in the unlikely
event of it occurring. On this basis, a controlled
and managed level of risk is currently assumed for
the Company.
The assessed overall risk and a ranking of significant individual risks are included in a regular reportto the Management Board and Audit Committee.
If the “risk appetite” warning threshold were exceeded, an ad-hoc report to the management
would be triggered.

Internal control system (ICS)­ ELLA's internal control system (ICS) aims to createHsufficient security to achieve corporate goals using
processes, procedures and control mechanisms
for monitoring and minimising risks. The focus ison the effectiveness and efficiency of business processes, ensuring the reliability and integrity of financial reporting and compliance with the laws
and regulations that are relevant to ­HELLA.

Internal control in
financial reporting
The Group-wide internal control system for accounting comprises organisational, control andmonitoring structures which ensure that business
transactions are properly recorded and evaluatedand incorporated into the financial reporting system. ­HELLA has established the organisation andsystems to identify, assess and manage risks andto develop countermeasures. However, there is no
absolute certainty that risks can be fully recognised
and managed.
­HELLA uses suitable measures and internal controls to ensure the reliability of accounting processes and the accuracy of financial reporting; thisincludes the preparation of compliant annual andconsolidated financial statements and a summarised management report.

Group Management Report – Risk Report

In particular, a reporting process that generally
consists of three stages ensures that the financial
results are intensively discussed and monitored: inthe local unit, the division and the Group, financial
data and key performance indicators are reported,discussed and compared on a monthly basis withthe prior year's figures, the budget figures and thecurrent projection. All issues, assumptions and estimates that have a relevant impact on the externally reported Group and segment figures are
discussed in detail with the people responsible forexternal financial reporting. The Audit Committeeof the Supervisory Board also discusses the reports
and issues at least on a quarterly basis.
The subsidiaries are responsible for their own accounting. A Group-wide accounting manual, withspecifications supplemented by regular application
notes, serves as the basis for ensuring the uniform
application of IFRS accounting standards. Control
mechanisms, e.g. system-based and manual reconciliations, are aimed at ensuring reliable financial reporting and the correct recording oftransactions in the accounts. The scope and structure of reporting by the Group companies are determined centrally. Material issues are also
assessed at Group level. If legal regulations andaccounting standards change, their potential impact on financial reporting is analysed promptly
and included in the consolidated reporting if necessary. Required   adjustments of contributions
from the Group companies are rolled out throughregular training and ensured by additional specificcontrol measures. The local companies are supported by regionalised Business Services and thecentral Group accounting department in the independent preparation of both their individual financial statements in accordance with the Articles of
Association and their Group reporting data and aremonitored by automatic and manual controls, aswell as plausibility checks. Changes in accounting
standards are closely tracked. The consistency of
the reported and audited financial statements issubsequently ensured using suitable IT systems, although further processing of the electronic reporting data is only possible after prior agreement withfirmly defined plausibility and quality controls in thereporting system. Consolidation into the consolidated financial statements is mostly done centrally. In
justified individual cases, for joint ventures for example, the financial statements of sub-groups arealso included in the consolidated financial statements. The manual and automated consolidation
measures are subjected to plausibility checks andsystem-based controls.

56
Annual Report 2023

To prevent misuse, accounting-related IT system
roles are systematically separated and follow thedual control principle. Management monitoring
and assessments also help to ensure that risks
with a direct impact on financial reporting are
identified and that controls are in place to minimise risks.
The Treasury, Tax, Controlling and Legal departments are involved in preparing the financial statements. External experts are consulted if necessary.

Statement on adequacy and­effectiveness¹
The transformation of the automotive industry andthe ongoing volatility in the industry environment
are prompting the Company to continuously scrutinise its internal control and risk management
system, develop it further on an ongoing basis andadapt it to new requirements.
The Management Board is not aware of any circumstances that speak against the general appropriateness and effectiveness of the internal
control and risk management systems, the reporting on both systems and the internal audit of therisk management system that has been carriedout. However, due to the limitations of any control
and risk management system, no absolute certainty can be given with regard to their adequacyand effectiveness.

Overall risk situationof the Company
The general economic and industry environment inwhich ­HELLA operates is still characterised by various uncertainty factors: These mainly include geopolitical conflicts such as the Russian war against
Ukraine and the new war in the Middle East thatbroke out in October 2023; persistently high inflationary pressures and the resulting reduced demandin some areas; significant shifts in regional market
weightings as well as customer structures and the
expected volume reduction particularly in the European market; and ongoing supply bottlenecks, particularly for certain electronic components.
In addition to these aspects, ­HELLA is also attentively and intensively following further conflicts in
the geopolitical context, especially the relationshipbetween China and Taiwan. This also includes risks
for our own production sites in China and othereffects on the global supply chain.

Group Management Report – Risk Report

Overall, the Company's opportunity and risk position has not changed fundamentally compared tothe prior year. Thus, ­HELLA is currently not awareof any actual or potential developments that could
seriously jeopardise its going-concern status in theforeseeable future. The calculated overall risk isbelow the risk appetite and risk-bearing capacity
thresholds. It is thus assumed that the Company's
scope of risk is controlled and managed.
At present, the established level of overall risk contains all of the currently known and identified risks.
Therefore, it cannot be ruled out that other as-yet
unknown – and thus not recorded – risks could
have a potential negative impact on the economic
or financial situation of ­HELLA.

Significant risks
In this section, all risks classified as material arepresented. The materiality criterion takes into account the risk values according to mathematical
stochastic modelling on the one hand and qualitatively assessed risks with a particularly high longterm impact on the other.

Strategic and political risks
Risks from the business model­HELLA generates over 80% of Group-wide sales
with the two business groups Lighting and Electronics. ­HELLA is thus dependent on the businessdevelopment of a relatively limited number of automotive customers. This also means that ­HELLA
operates in a cyclical, volatile market environmentthat is influenced by a large number of different
external factors and is also undergoing a profoundtransformation process. This may limit the ability
to predict future industry developments and customer demand in the markets in which the Company operates. On the one hand, this can lead toinefficiencies and higher costs in production, as it
becomes more difficult to plan the requisite capacities. On the other hand, high market volatility entails the risk of not being able to fully realise
expectations for medium-term business development. To reduce these risks, ­HELLA is pursuing astrategy of technology and market leadership, best
serve customer and market needs and to position
itself consistently along key growth areas of mobility. This is supported by a regular and systematic
strategy process as well as a consistent approachto opportunity management.

¹ The disclosures made in this section are not part of the management report. These are not audited.

57
Annual Report 2023

Geopolitical risks
The general market environment is currently characterised by various geopolitical conflicts. These
include especially the Russian war in Ukraine, thewar in the Middle East and the conflict between
China and Taiwan. In particular, a possible escalation of these conflicts could have serious consequences for the global economy, the automotive
industry and ­HELLA's further business development. This also includes the possibility of a profound decoupling between the individual regionsof the world. ­HELLA is thus monitoring the current
and future development of the current geopoliticalconflicts very closely and deriving potentially necessary countermeasures on this basis. To prepare
optimally for market fluctuations in individual regions, ­HELLA is also pushing for greater independence of the respective regions in this geopoliticalcontext and it intends to increase the depth ofadded value and autonomy in the regions.
Risks due to interruptions
to business activities
As a manufacturing company, ­HELLA is embedded
in a complex value chain. ­HELLA is therefore exposed to the risk that, in rare exceptional cases, theCompany's business processes may be interrupted
as a result of various external influences. The reasons for this could include a power or energy supply failure, intensification of global trade conflicts,
epidemic or pandemic situations, criminal or terrorist activities and disruptions in global supply
chains. These external factors cannot be controlled
by the Company, or can only be controlled to a very
limited extent. ­HELLA is therefore attempting tocounter these risks with an overall risk-diversified
business model, international positioning with significant market shares in all relevant core markets
and a stronger localisation approach, as well as aforward-looking planning and control process.
Risks due to loss of leading
market positions­HELLA occupies a leading market position with avariety of different automotive technologies in theareas of lighting and electronics and benefits accordingly from major market trends such as electromobility and automated driving. Nevertheless,accelerated industry change, developments involving the competitive environment and new competitors entering the market, further increases intechnological demands on the product or misjudgements in strategic planning can lead to a potential
decline in long-term sales and earnings development and the failure to achieve corporate targets.
In order to reduce this risk, ­HELLA maintains a reg-Group Management Report – Risk Reportular and systematic strategy process as well as alogical approach to opportunity management.
Risks due to shifts in market share­HELLA assumes that the regional market weightings and global target customer structures willchange significantly in some cases in the coming
years.  It is assumed that Chinese car manufacturers will keep expanding their market share worldwide in the coming years and will also increasingly
penetrate the European and American markets asa result. One of the main reasons for this is the
improved and more competitive positioning ofthese manufacturers with regard to key market
trends, such as electromobility. As a result, established volume manufacturers, in particular, areexpected to face greater competitive pressure in
the future and volumes will decline significantly,
especially in the European market. ­HELLA is thus
exposed to various risks resulting from this shift inmarket share and its own customer and regional
mix.  ­HELLA could therefore be exposed to increasing competitive and cost pressure. This could resultin more intense competition for new market participants, greater price pressure for automotive suppliers and the entry of new suppliers into theglobal market. The shift in market weightings andcustomer structures also entails the risk of not being able to fully serve certain growth markets. In
general, ­HELLA is already internationally positioned with relevant market shares in all key regions. To reduce the risk arising from new market
weightings and participants and to make the best
possible use of regional growth opportunities,­HELLA is also focussing on increasing the independence of the respective regions. Procurement,
development and production processes are to belocalised as best as possible in this context and thepace in the regions is to be stepped up further. At
the same time, ­HELLA is striving to expand its customer base to include new customers, particularly
in China, but also in Japan and the USA.
Sustainability risks
Sustainability is one of the material core tasks of
the Company. ­HELLA is already active in the market
with numerous lighting and electronics solutions
that proactively support electromobility, energy-efficient and safe driving. At the same time, ­HELLA
pursues a clear sustainability strategy that, in addition to ambitious CO2 objectives, also provides forfurther expansion of activities to maintain environmental and social standards both internally andthroughout the supply chain. Nevertheless, there
are various risks, for example due to the high social,economic and political focus, should the Company

58
Annual Report 2023

not meet the further increasing requirements withregard to sustainability and social standards in the
supply chains. This could possibly be accompanied
by a general loss of reputation, as well as the lossof new business or impeded access to capital markets. In order to reduce such potential risks, ­HELLA
established a “Corporate Sustainability Office” inthe fiscal year 2022. This office is responsible forthe topic of sustainability as a whole and centrally
manages and drives forward the activities necessary on the part of the Company with regard tosustainability. In the cross-departmental Sustainability Council, ­HELLA also ensures the exchange of
information on key sustainability topics and anchors the early assessment of requirements for
the Company. At this point in time, it is not possible to assess what the consequences of a further
worsening of climate change and a possible crossing of tipping points could be on the further development of the economy as a whole and on theautomotive industry.

Legal and compliance risks
Risks from non-compliance with
export control and sanctions regulations
As an internationally operating company, ­HELLA is,
as a basic rule, obliged to act in accordance withcurrently applicable sanctions regulations. Against
the backdrop of Russia's attack on Ukraine, thecorresponding sanctions lists were tightened andexpanded to include Russian individuals, companies and organisations. Non-compliance with export control and sanctions regulations could resultin legal consequences for individuals involved, lossof business and reputation and reduced access tocapital markets. In addition, US law provides for the
exclusion of companies from business activities inthe domestic market in the event of repeated violations of corresponding sanctions lists. In order tominimise the risk of violating any sanctions regulations, ­HELLA maintains a global system for sanctions list checks and export controls. Current
sanctions lists, embargoes and goods-related controls are updated in this system, which prevents
orders and deliveries from being made to recipients, whether individuals, companies or countries,
without being checked. In addition to these ITbased precautions, ­HELLA regularly conducts training and education to raise awareness of export
control issues among the Company's employees.

Group Management Report – Risk Report

Patent risks
A key component of ­HELLA's corporate strategy is
to position itself as a technology leader, as underscored by a number of initiatives including an appropriate number of patent registrations as well
as extensive research and development activities.
Innovation entails the potential risk of infringing
other companies' patents. If such a risk were tomaterialise, this could lead, in particular, to compensation payments or licence costs. To reduce
this risk, new innovations and developments arethoroughly investigated to ensure they are not protected by the rights of any third parties. In addition,­HELLA faces further risks arising from insufficientpatent protection for its own technologies andproducts. If new technologies were not protectedby patents to the extent required, this could lead tocompetitors being able to reproduce new technologies from ­HELLA with significantly less effort. This
could significantly weaken ­HELLA's market andtechnology position and lead to a loss of market
shares. ­HELLA therefore endeavours to protect its
own product and preliminary developments underpatent law. At the same time, potential patent infringements by other companies are identified aspart of continual benchmarking activities and market observation of individual areas of R&D, after
which these findings are reported to ­HELLA's patents office for further action.

Financial and personnel risks¹
Risks from shortages of specialists
Given the high order volumes and increasing technological complexity, ­HELLA is dependent on qualified specialists and managers. ­HELLA is therefore
in a global competition for specialists. Therefore,risks for ­HELLA may arise from insufficient coverage of the required specialist and management
personnel, which may result in business and production processes being impaired and in transactions not being performed. In order to reduce therisk of from shortages of specialist staff and to ensure staffing requirements are met, ­HELLA has
adopted a systematic approach to recruitment andprofessional development. This includes a dedicated and well-structured succession planning system
for relevant staff and executives within the context
of the annual global talent review process.

¹ In addition to the "risks from shortages of specialists" listed here, this category includes other financial and personnel-related risks.
However, as these have a smaller scale of risk, they are not reported as significant individual risks in this risk report.

59
Annual Report 2023

Global security
Risks from attacks on IT systems­HELLA uses a complex IT structure in all areas of
the Company. Hence, in addition to the possibilityof fundamental disruptions, there is a particularrisk of organised cyberattacks on ­HELLA's infrastructure and information or data. In addition to anegative impact on the Company's reputation,such attacks on ­HELLA's IT systems can, above all,cause additional financial burdens and disruptions to operating processes and, in very rare exceptional cases, can also result in interruptions tooperations lasting several days or even weeks.
Extensive state-of-the-art security measures aretaken to minimise these information security
risks. These include centralised monitoring andcontinuous updating of IT systems, the use ofstate-of-the-art security technologies and processes, proactive use of cyber threat intelligenceand regular awareness-raising of the Company's
employees. In addition, continuous investments
are made in IT infrastructure and security architecture, and special information security programmes are implemented to mitigate the risk offailures, data loss and breaches.

Operational risks
Risks due to product recalls
The automotive industry is undergoing a far-reaching transformation process worldwide. Further
electrification and automated driving functions
also present major business opportunities for­HELLA. At the same time, they are resulting in significantly greater technological complexity in termsof hardware and software, further increases incustomer-specific product and functionality requirements and a much faster pace of innovationon the market. ­HELLA is thus constantly exposed to
new quality risks, which also change from ownerliability to manufacturer liability with products
from automated driving level 3. These are expressed, in particular, by the possibility of high expenses for liability and warranty in the event of arecall, should parts and components supplied by­HELLA be potentially defective, and this is detectedlate after delivery within the warranty period or asa product liability case and this therefore results inan extensive recall of vehicle fleets. In addition tocorresponding cost burdens, this could also resultin longer-term sales losses due to reputational
damage. In order to reduce any risks as far as possible, ­HELLA pursues consistent quality management and works to continuously improve productand process maturity in development, production
and the supply chain. Furthermore, ­HELLA imple-

Group Management Report – Risk Reportments methods for long-term fault identification
and avoidance in the development and qualification phase as well as safeguarding measures suchas simulation and field observation.
Procurement risks­HELLA is dependent on a strong supplier base. Thisis linked to different procurement risks within the
global supply and logistics chains. For one, prices
for purchased materials and raw materials may
rise again or remain at a persistently high level.
Moreover, shortages can still occur, particularly forcertain electronic components such as microprocessors, which can lead to reduced production
volumes and higher costs due to special freight,
rising material prices and inefficiencies in the production process. These procurement risks should
be minimised as far as possible through forward-looking procurement management. This includes, firstly, a multi-supplier and localisation
strategy, insofar as this makes economic sense andcan be implemented in the context of the available
supplier base. Secondly, ­HELLA is continuously devising systems for promptly recognising potentialchanges in the market and supplier environment.
This also includes automatically identifying risks
related to supply chain interruptions and reacting
quickly and efficiently to potential incidents, suchas natural events or insolvency on the part of suppliers. Thirdly, ­HELLA is pursuing increased regionalisation in procurement and is realising additional
cost synergies in procurement through its cooperation with FORVIA.
Risks due to non-compliant productsin the context of product safety
Risks due to non-compliant products in the context
of product safety arise in particular as a result of
the use of new, sophisticated technologies and thecomplex ways in which they interact with each other. This consequently means that claims arisingfrom a product defect can lead, for example, tofines or damages, significant harm to the Company's reputation and personal liability for those involved. In order to minimise these risks, ensure
product safety and meet high customer expectations, ­HELLA takes full account of the product safety
requirements for both new and existing technologies. Alongside the established field of functionalsafety, which concerns the malfunctioning of safety-related functions, product safety also includes
chemical, electrical and mechanical safety as wellas product-related cyber security. When combinedwith procedural validation and participation in theinternational standardisation process in the automotive industry, this minimises the product liability
risks for the Company.

60
Annual Report 2023

Inflation risks
Due to various external factors, for example as aresult of the Russian war of aggression on Ukraine
in February 2022 as well as supply bottlenecks in
the global supply chains, inflation rates are at apersistently high levels in many economic areas.
For ­HELLA, this has resulted in significant burdens
on the cost side, for example materials, energy andlogistics. In addition, high inflation may also have anegative impact on the general consumer climate
and thus also lead to decreased demand for new
vehicles and thus also for ­HELLA products. The highinflation is caused by external factors and ­HELLA isthus essentially unable to control it. ­HELLA is pursuing various approaches to cushion the effects ofprice increases as far as possible: Firstly, price increases are consistently passed on to customers;
secondly, price negotiations with suppliers arefurther intensified, not least in the context of thecooperation with FORVIA; thirdly, ­HELLA is continuing its proven cost management approach and ismaking sustained investments in further standardisation, modularisation and automation.
Risks due to bottlenecks indevelopment capacities­HELLA is a leading global supplier in many productareas and acquired orders with a volume of around€11 billion in the past fiscal year. As many of thesecustomer projects involve innovative, technologically sophisticated and safety-relevant technologies, ­HELLA is exposed to the potential risk of not
being able to achieve the required level of maturity
in one or more development processes or not having the necessary human resources to master the
methodological and technological requirements. If
the Company is not able to master the necessary
development maturity process, this could possibly
lead to additional financial burdens in the development and production process, the loss of new business and general longer-term reputational
damage. With a view to minimising such risks as far
as possible, ­HELLA continued to expand its global
development resources in the past fiscal year.
­HELLA is also pressing ahead in a targeted mannerwith the necessary development of expertiseGroup Management Report – Risk Reportamong the employees involved and is working consistently to systematically increase the level of maturity in the development processes.

Opportunity management
The identification of opportunities is part of ­HELLA’s
strategy and planning processes. ­HELLA’s strategicorientation is subject to continuous, systematic
review and is adjusted as necessary. New opportunities are also identified, evaluated and realised if
suitable. The identified opportunities are implemented on a decentralised basis in the respective
business units.
Significant opportunities arise for ­HELLA firstly
from the strategic growth areas of electrificationand energy management, safe and automateddriving as well as digital and sustainable cockpit
experiences. In order to utilise these opportunities
sustainably, ­HELLA has already aligned its own
product portfolio with these trends at an earlystage and can serve its customers worldwide withcorresponding product solutions on this basis.
Secondly, there are fundamental opportunities for­ ELLA arising from the Company’s global positionH
ing. ­HELLA is present in all major core markets. In
order to take advantage of growth opportunities in
the respective sales markets and to best serve theneeds of local customers, ­HELLA pursues region-specific strategies, among other things, andcontinuously adapts to new market conditions inthis context. At the same time, an international,
regionalised business structure can help to balance out market fluctuations and achieve greater
independence among the regions.
Thirdly, they also result from cooperation within
the FORVIA Group. In particular, this includes significant cost synergies that were realised in thepast fiscal year, especially through the bundling ofpurchasing activities and cooperation in the areasof production and administration.

Forecast report61
Annual report 2023

Group management report – Forecast report

Forecast report

Economic outlook

Industry outlook lobal GDP developing at only a moderateGlevel: Growth of 3.1% expected in 2024
(as at January 2024)

 lobal light vehicle production to fall slightly
G
by 0.4% in the fiscal year 2024 according to
S&P estimates (as at February 2024)

Growth expectations for the eurozone andGermany significantly lowered; robust
economic development forecast in the USA;
growth in China slightly below prior-year level tagnation expected in Americas and Asia,
S
declining production volumes forecast
in Europe

In 2024, the global economy will only grow moderately. According to its recent “World Economic Outlook” (as at 30 January 2024), the International
Monetary Fund (IMF) expects global gross domestic
product (GDP) to grow by 3.1% this year. In global
terms, GDP therefore remains at the same level as
it was in 2023 and is still below the average value ofprior years.
For the eurozone, the IMF expects growth of 0.9%
in 2024 and thus a slight improvement on the prioryear, although this will be significantly lower thanwas expected as at 25 July 2023 (+1.5%). Following
the recession in 2023, weak growth of 0.5% is currently forecast for Germany again. However, theexpected economic output was also revised downwards compared to the outlook published by the
IMF in July 2023 (July 2023 forecast: +1.3%). According to the IMF, Germany will continue to record thelowest growth within the G7 group. The IMF has
now raised its forecast for the USA to 2.1% (July2023 forecast: +1.0%), in particular due to robust
consumption and local investment in the country.
China is expected to grow by 4.6% in 2024 (July2023 forecast: +4.5%).

After significant industry growth in the past fiscal
year 2023 (in relation to the calendar year 2022),
the market research institute S&P Global Mobility
currently assumes in its Light Vehicle Production
Forecast (as of February 2024) that global production of passenger cars and light commercial vehicles will decline slightly again in the current fiscal
year 2024 (1 January to 31 December 2024).
Accordingly, S&P Global expects a decline of 0.4%
to 90.0 million new passenger cars and light commercial vehicles (fiscal year 2023: 90.3 million
units). This is also due to the deteriorating macroeconomic environment, meaning that S&P Global's growth assumptions have been continuously
revised downwards, particularly since the fourth
quarter of 2023.
S&P Global is currently forecasting largely stagnating vehicle production for both the American andAsian markets, while a decline in production volumes is expected for Europe. S&P Global assumes
that light vehicle production in Europe will fallby 2.8% to 17.4 million units (fiscal year 2023:
17.9 million units), while the German market is expected to grow by 2.2% within this region. In North,Central and South America, a modest increase of

62
Annual report 2023

Group management report – Forecast report

Expected production of passenger cars and light commercial vehicles
Fiscal year 2024 and change compared to the prior year

Europeof which Germany
North, Central and South America

in thousands+/-

17,364

-2.8%

4,364

+2.2%

18,662+0.4%

of which USA

10,645+2.9%

Asia / Pacific / RoW

53,924+0.1%

of which China

29,451+2.4%

89,952-0.4%

Worldwide
Source: S&P Global Mobility Light Vehicle Production Forecast, February 2024

0.4% to 18.7 million units is currently forecast(fiscal year 2023: 18.6 million units), with the US
market expected to grow disproportionately by
2.9%. According to current forecasts, vehicle production in Asia/Pacific/Rest of World is projected toremain at the prior year’s level at 53.9 million units(fiscal year 2023: 53.9 million units), while the Chinese market is expected to grow by 2.4%.

Company outlook urrency and portfolio-adjusted consolidatedC
sales of between around €8.1and 8.6 billion
expectedForecast operating income marginof between around 6.0 and 7.0%
Expected net cash flow in relation
to sales at approximately 3%­ ELLA expects to generate currency and portfoH
lio-adjusted consolidated sales of between around€8.1 and €8.6 billion in the fiscal year 2024. The
operating income margin is forecast at between
around 6.0 and 7.0%. With regard to the businessgroups as reporting segments, growth in the
mid-single-digit percentage range is expected for2024. The Lighting and Electronics business groups
expect a slight improvement in the operating income margin compared to prior year; a slightly
lower operating income margin is forecast for Lifecycle Solutions.

With regard to net cash flow in relation to sales,­­HELLA forecasts a value of approximately 3%. With
regard to the forecast operating income margin
and the expected net cash flow in relation to sales,
the Company expects an initially lower figure in thefirst half of the fiscal year.
The Company's outlook is based on the assumptionthat global light vehicle production is expected tolargely stagnate at the level of the fiscal year 2023.
The forward-looking statements made in this report are based on current assessments by the­HELLA Management Board, and were made withthe expectation that there will not be any significant deviations as a result of political, economic orsocial crises. The Company outlook is therefore
subject to risks and uncertainties which ­HELLA is
not able to control or assess precisely, such as the
future market environment and general economic
conditions, the behaviour of other market players
and government measures. If any of these or otheruncertainties and unknowns materialise, or if theassumptions on which such statements are based
prove to be inaccurate, the actual results may deviate significantly from those expressed or impliedin these statements.

­HELLA GmbH & Co. KGaA
For the fiscal year 2024, ­HELLA GmbH & Co. KGaA
expects sales in the range of around €2.3 billion to€2.5 billion in the operating business for reported
sales in accordance with IFRS.

Declaration on ­HELLA GmbH & Co.
KGaA corporate governance

63
Annual Report 2023

Group management report – Declaration on ­­HELLA GmbH & Co. KGaA corporate governanceDeclaration on­­HELLA GmbH & Co. KGaA
corporate governance
The General Partner with its Management Board
headed by CEO Bernard Schäferbarthold (since
1 January 2024, until 31 December 2023: Michel
Favre), the Shareholder Committee and the SuperviGmbH & Co. KGaA are commit­­
sory Board of HELLA
ted to the principles of transparent and responsible
corporate governance and control of the Company.
They are attaching great priority to the standards of­­main focus isgood corporate governance. HELLA’s
on entrepreneurial guidelines that implement longterm goals and sustainability, as well as compliancewith legal and ethical standards.
With the following explanations, the General Partner, the Shareholder Committee and the Superviso­­ry Board report on corporate governance at HELLA
in accordance with the German Corporate Governance Code (Deutscher Corporate Governance Kodex) and, at the same time, on the conduct of theCompany's corporate management in accordancewith Section 315d of the German Commercial Code
(Handelsgesetzbuch – HGB). Furthermore, the report contains the information and explanations required under Sections 289f, 315a and 315d HGB. An
additional disclosure of such information and explanations in the notes is not necessary.

I. Corporate Governance Modelof ­­HELLA GmbH & Co. KGaA andthe Group­­
HELLA
GmbH & Co. KGaA is a German partnership
limited by shares (Kommanditgesellschaft auf Aktien – KGaA). As with a German stock corporation,
the KGaA is a corporation whose nominal capital is
divided into shares. Hower, the KGaA has two different groups of partners; namely, the personallyliable partners (Komplementäre) (General Partners) that are responsible for managing the KGaA’s
business and are personally liable without restric-

tions for the KGaA’s liabilities, and the (limited liability) shareholders ((Kommandit-)Aktionäre) that
hold an interest with their shares in the nominal
capital of the KGaA. The legal status of the (limited
liability) shareholders does not differ significantly
from that of the shareholders of a German stock
corporation.
The Company has four corporate bodies. These are:1t he General Partner, ­­HELLA Geschäftsführungsgesellschaft mbH, which has its registered office in Lippstadt. The shares in­­­HELLA Geschäftsführungsgesellschaft mbH
are held by HELLA­­GmbH & Co KGaA;

2t he Shareholder Committee, established inaccordance with the Articles of Association,
which currently consists of eight shareholder
representatives and which, as the central
representative body of the shareholders, is
responsible for advising and supervising theManagement Board on a continuous basis.
It may play an active role in management
issues, for example by determining whichbusiness transactions require its consent;3t he Supervisory Board, which is constituted
on a parity basis of eight shareholder
representatives and eight employee
representatives pursuant to the German
Co-Determination Act (Mitbestimmungsgesetz– MitbestG) and, along with the Shareholder
Committee, carries out monitoring
and advisory tasks; and4t he Annual General Meeting, where
the shareholders exercise their voting rights
and carry out their supervision rights.

64
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governance

While using the organisational scope inherent in
the legal form of the KGaA, ­­HELLA emphasises
transparency and equal treatment of all shareholders. Resolutions of the Annual General Meeting, forexample, are passed by a simple majority vote,unless mandatory legal provisions or the Articles of
Association stipulate otherwise. This also applies toresolutions appointing or removing General Partners. Furthermore, the requisite consent of theGeneral Partner to specific resolutions of the Annual General Meeting as prescribed by law is excluded
according to the Articles of Association, to the extent permitted by law. In this and many other respects, H­­ ELLA GmbH & Co. KGaA closely follows theexample of an ordinary stock corporation.
Further information on the differences in legal
form compared to a stock corporation can befound in the declaration of compliance by the General Partner, the Shareholder Committee and theSupervisory Board dated 29 February 2024, which
was made available on the Company's website atwww.hella.com/declarationofconformity and isalso reproduced below.
Information on the remuneration of the membersof the Management Board, the members of the
Shareholder Committee and the members of theSupervisory Board can be found in the remuneration report on the last fiscal year. This report will be
submitted for approval to the Annual General Meeting on 26 April 2024, together with the audit reportpursuant to Section 162 of the German Stock Corporation Act (Aktiengesetz – AktG), and will then be
made publicly available at www.hella.com/
boardremuneration. The remuneration reportfrom the fiscal year 2021/2022 onwards, the remuneration systems pursuant to Section 87a (1) and (2)sentence 1 AktG for the members of the Management Board and the latest resolutions of the Annual
General Meeting pursuant to Section 113 (3) AktG on
the remuneration of the members of the Shareholder Committee and the Supervisory Board can also
be found there.

1. Group managementby the General Partner
Group management is carried out by the membersof the Management Board of ­­HELLA Geschäftsführungsgesellschaft mbH. Bernard Schäferbarthold has been CEO since 1 January 2024. In thebusiness groups and corporate functions, executive boards and executive managers support theoperational and strategic management of the business units. Entrepreneurial autonomy is the basic
principle for managing the business at all levels.
For material business transactions, the GroupManagement Board requires the approval of the­­
HELLAGmbH & Co. KGaA Shareholder Committee,
which codetermines the guidelines for business bymeans of this process.

2. Shareholder Committee
The legal form of the KGaA offers the option of establishing further representative bodies of theshareholders in addition to the legally mandatory
Supervisory Board. The Company took advantageof this opportunity and established a Shareholder
Committee in accordance with the Articles of Association; the members are elected at the Annual
General Meeting. Vacancies may be filled by the
Shareholder Committee by co-opting members inaccordance with the Articles of Association.
Essential responsibilitiesof the Shareholder Committee
The Shareholder Committee monitors and advises
the General Partner in the management of thebusiness. It issues rules of procedure for them andfor their management boards and decides whichtransactions require its prior approval. The Shareholder Committee is also responsible for the legal
relationships between the Company and the Managing General Partner as well as for the appointment and dismissal of the managing directors of
the Managing General Partner and their employment contracts. The Shareholder Committee represents the Company in legal disputes with theManaging General Partner. The financial and –where applicable – non-financial reporting for theCompany and the Group is reviewed by the Shareholder Committee. The Shareholder Committee
submits an annual report on its activities to theCompany's Annual General Meeting and makes
proposals for resolutions on each item on theagenda on which the Annual General Meeting is topass a resolution.
Functioning of the Shareholder Committee
As a rule, the Shareholder Committee convenes
every two months. Resolutions of the Supervisory
Board are adopted by a simple majority of thevotes cast; each member has one vote. If a voteresults in a tie, in the event of a new vote on thesame subject that also results in a tie the Chairman
has two votes.
In the past fiscal year, the Shareholder Committee
held 17 ordinary meetings, eight of which were
held by video conference. This included eight meetings with the Management Board. It also held one
extraordinary conference call meeting, as well as a
two-day strategy workshop with the Management
Board. All members of the Shareholder Committee

Corporate bodies
Management Board:is responsible for the strategic andoperational management of the­­HELLA Group

Shareholder Committee:
supervises and advises theManagement Board as theauthoritative control body, anddecides on management
measures requiring approval

Supervisory Board:
supervises and advises theManagement Board, and only has
limited powers due to theCompany's legal form

Annual General Meeting:exercises control rights, and elects
shareholder representatives to
the Supervisory Board andShareholder Committee

65
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governanceparticipated in the meetings mentioned above,with the exception of Nolwenn Delaunay, who was
unable to attend one meeting, Christophe Schmitt,
who was unable to attend two meetings and Andreas Renschler, who was absent at three meetings. In
addition, the Shareholder Committee passed resolutions by way of written circular during the pastfiscal year.
Committees of the Shareholder Committee
The Shareholder Committee currently has two
committees: the Personnel Committee and the Operations Committee.
Personnel Committee: The Personnel Committee of
the Shareholder Committee consists of the Chairman and two further members elected by the Shareholder Committee. In addition to Dr.-Ing. Wolfgang
Ziebart (Chairman of the Personnel Committee), thePersonnel Committee currently includes Patrick
Koller and Jean-Pierre Sounillac. As a rule, it meets atleast three times during the fiscal year and as required. The Personnel Committee prepares the
Shareholder Committee's resolutions on the appointment and removal of Managing Directors of­­HELLA Geschäftsführungsgesellschaft mbH and on
their individual total remuneration and the remuneration system applied for such; in this context, it
decides in particular on the conclusion, amendment
and termination of the employment contracts withthe members of the Management Board of ­­HELLA
Geschäftsführungsgesellschaft mbH.
The Personnel Committee also advises and supervises the General Partner on significant organisational changes in the Company's business areas
and on succession planning for the respective executives of the business groups. To this end, thePersonnel Committee works closely with the member of the Management Board responsible for therespective business group and the member of the
Executive Board responsible for HR matters.
In the past fiscal year, the Personnel Committee
held three meetings, which were all held as telephone conferences. All of the members of the Committee who held office at these times attended allof the meetings.
Operations Committee: The Economic and Financial
Committee of the Shareholder Committee consistsof at least three members, who are elected by the
Shareholder Committee from its members. In addition to Patrick Koller, the Operations Committee

currently includes Olivier Durand, Christophe
Schmitt and Andreas Renschler. It usually meetsonce a month.
The Operations Committee is responsible for monitoring the financial and operational performanceof the Company's business units. It reports on thisto the full Shareholder Committee, in particularinsofar as it identifies undesirable developments
or risks. It also prepares the resolutions of the
Shareholder Committee as necessary.
The twelve meetings of the Audit and Finance Committee in the past fiscal year, all of which were heldby video conference, were attended by all of its
members in office at the time, with the exceptionof Christophe Schmitt, who was unable to attend
two meetings, and Andreas Renschler, who was
unable to attend five meetings.

3. Supervisory Board
Responsibilities of the Supervisory Board
The role of the Supervisory Board is to advise andsupervise the General Partner in its conduct of theCompany's business. In this respect, the responsibilities of the Supervisory Board of ­­HELLA GmbH &Co. KGaA are limited due to its legal form. Unlike
the Supervisory Board of a stock corporation, it is
not responsible for the appointment and dismissal
or for the employment contracts of the Management Board. Nor does it have any power to issue
rules of procedure for the Company’s Management
Board or determine which business decisions require its consent. However, the exercise of the authorisations granted to the General Partner toincrease the nominal capital from authorised capital and to buy back treasury shares is subject to
the Supervisory Board's consent.
The core tasks of the Supervisory Board primarily
include auditing activities, in which it is significantly
supported by its Audit Committee. The Supervisory
Board's review covers the financial and – whereapplicable – non-financial reporting for the Company and the Group, the Company's dependent company report, the proposal for the appropriation of
net profit and any material transactions between
the Company and related parties. The Supervisory
Board submits an annual report on its activities to
the Company's Annual General Meeting and makes
proposals for resolutions on each item on theagenda on which the Annual General Meeting is topass a resolution.

66
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governanceFunctioning of the Supervisory Board
The Supervisory Board has established two committees: the Nomination Committee and the Audit
Committee.
Nomination Committee: The Nomination Committee
consists of the Chairman of the Supervisory Boardand another Supervisory Board member representing the limited liability shareholders as elected by
the Supervisory Board. Currently, the members of
the Nomination Committee are Andreas Renschler(Chairman) and Andreas Marti. The Nomination
Committee prepares the proposals of the Supervisory Board to the Annual General Meeting for theelection of Supervisory Board members.
Audit Committee: The Audit Committee consists offour Supervisory Board members elected by theSupervisory Board, of which two are limited liability
shareholder representatives and two are employee representatives. Currently, the members of the
Audit Committee are Judith Buss (Chair), Paul Hellmann, Gabriele Herzog and Christian van Remmen.
As a former Chief Financial Officer in various business units of a DAX40 company and Chair of the
Audit Committee at an international energy company, Judith Buss has particular knowledge andexperience in the application of accounting principles, internal control and risk management systems as well as auditing.
In addition, Gabriele Herzog has many years of experience in the field of finance. As Chief Financial
Officer for the European activities of the FORVIA
Group, she was responsible for the accounting of
the European FORVIA companies until 2022. In addition, she dealt intensely with the audit of the financial statements of the companies in her
regional area of responsibility. As a member of theManagement Board of Faurecia Automotive GmbH,she regularly reported to the Supervisory Board of
FORVIA German headquarters on the Company's
individual financial statements and financial key
performance indicators.
Unlike in the short fiscal year 2022, ­­HELLA waives
the statutory exemption from publishing a non-financial Group statement and is therefore preparing a corresponding statement for the fiscal year
2023. Judith Buss and Gabriele Herzog, two current members of the Audit Committee, haveknowledge of the content and auditing of non-financial reporting.

The core task of the Audit Committee is to review
the financial and – where applicable – non-financial
reporting for the Company and the Group. This
includes preparing the Supervisory Board's decisions on the approval of the annual financial statements and the consolidated financial statements
as well as discussing the quarterly reports and thesix month financial report with the Management
Board prior to their publication. The Audit Committee monitors the accounting process, the audit of
the financial statements, the effectiveness of theinternal control system, the risk management system and the internal audit system and compliance,and makes recommendations or proposals to ensure the integrity of the accounting process. The
Audit Committee prepares the Supervisory Board's
proposal to the Annual General Meeting for theelection of the auditor and submits its recommendation. Together with the auditor, it determines the
focal points of the audit and monitors the qualityof the audit and the independence of the auditor.
In particular, the Audit Committee decides on the
additional services provided by the auditor.
The auditor participates in the meetings of the Audit
Committee. The Management Board attends thesemeetings if the Audit Committee deems its attendance necessary. Outside the context of the meetings, there is also a regular dialogue between thechairman of the Audit Committee and the auditor.

4. Cooperation of the General
Partner, Shareholder Committee
and Supervisory Board
The General Partner, the Shareholder Committee
and the Supervisory Board work together on thebasis of mutual trust in the best interests of theCompany. In its management of the Company, theGeneral Partner is monitored primarily by the
Shareholder Committee. It is obliged to prepare
reports. The Shareholder Committee advises theGeneral Partner as part of company management
and on significant transactions. Certain measureslaid down by the Shareholder Committee in rulesof procedure for the General Partner require its
approval. The Supervisory Board is also responsible for supervising the management of the business. For this purpose, the General Partner submits
reports on a periodic basis and the Supervisory
Board exercises information and inspection rights.

67
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governance

Cooperation between
the corporate bodies

6

Members of the­­HELLA Management Board,
The sole General Partner of­­HELLA GmbH & Co. KGaA

Monitors the functionalityof the internal control system
as well as the risk and compliancemanagement system

Advises and supervises
the Management Board asa central monitoring body
Decides on important transactions
and measures of the Management
Board
Appoints the members of
the Management Board

Reports
to theShareholder
Committee

Advises and supervises theManagement Board
Reviews and approves the (consolidated)annual financial statements,
the interim financial statements,
the dependent company report
and the non-financial
reporting

Reports to
the Supervisory
Board

8

Members of the

Shareholder
Committee

16

Members of theSupervisory Board(of which 8 shareholder representatives
and 8 employee representatives)

As at 1 March 2024

68
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governance

5. Objectives for the composition,
diversity concept and long-term
succession planning for the Management Board of the General PartnerA) Contents
Taking into account the specifics of ­­HELLA as a business, the Shareholder Committee has specified
principles for the composition of the Management
Geschäftsführungsgesellschaft
Board of HELLA­­
mbH, which includes a diversity concept. The principles should be taken into account for appointments to the Management Board.
The priority of these principles is professional andpersonal qualifications, especially with respect toeducational and professional background. The areas of focus in terms of expertise of the individual
Managing Directors should be included in a balanced way, to represent the widest possible spectrum of professional knowledge, skills andexperience. With regard to the composition of theManagement Board, the Shareholder Committee
shall also take into account the international activities of ­­HELLA. For this reason, several members of
the Management Board should have relevant international experience, which means – for example –that they have worked abroad or have hadsignificant interaction on an international level. In
this context, the Shareholder Committee also takes
into account additional diversity aspects such as thesuitable participation of women and men related tosubordinated selection criteria.
In the composition of the Management Board of
HELLA Geschäftsführungsgesellschaft mbH, the­­Shareholder Committee also takes into account the
aspects of continuity and change and, therefore,
strives to achieve a balanced age structure in theManagement Board. In addition, there is a legallybinding age limit of 65 years.

B) Status of implementation andattained results
In its current composition, the Management BoardHELLA Geschäftsführungsgesellschaft mbHof ­­meets all of the aforementioned composition anddiversity objectives. With the appointment of Stefanie Rheker as the new Managing Director for
Human Resources as of 1 March 2024, the subordinate selection criterion of gender diversity will
also be met once again.
C) Long-term succession planning
Together with the Management Board, the Shareholder Committee is responsible for long-term succession planning. The aim is to fill vacant positions
on the Management Board with candidates fromwithin the Company itself where possible. The CEOof the Management Board and the Chairman of the
Shareholder Committee maintain a continuous dialogue in order to identify promising candidates at an
early stage and to evaluate their suitability for higher-level management tasks in a structured mannerover a significant period of time. Furthermore, within the Shareholder Committee, succession planning
is discussed primarily by the Personnel Committee,
whose members constantly analyse the performance of the Management Board in order to identify any need for new members at an early stage. If
external candidates are to be considered for vacant
positions, the Shareholder Committee uses professional employment agencies for management staff.
If a short-term need arises in the Management
Board, internal and external candidates are considered in parallel. All selection processes are carriedout on the basis of the Shareholder Committee's
objectives regarding the composition of the ManHELLA Geschäftsführungsagement Board of ­­gesellschaft mbH, including the diversity concept.

69
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governance

6. Skills profiles, objectives
regarding the composition anddiversity concepts for the
Shareholder Committee andthe Supervisory Board

5

The competency profile of the Supervisory Board
additionally provides that the aforementioned expertise in the fields of accounting and auditing iscumulatively fulfilled by at least two Supervisory
Board members.

A) Contents
Taking into account the specifics of ­­HELLA's business,
the Shareholder Committee and the Supervisory
Board have specified skills profiles for both corporate
bodies and objectives regarding their composition,
which always includes a diversity concept. These
specifications are to be taken into account by the
corporate bodies in new elections in their respective
election proposals. This applies mutatis mutandis in
the case of judicial appointments of Supervisory
Board members and in the event of co-opting members to the Shareholder Committee.

In their respective composition, the Shareholder
Committee and the Supervisory Board shall also
take into account the international activities of the­­HELLA Group. For this reason, it is intended thateach of the two corporate bodies has at least two
members with relevant international experience,
which means – for example – that they haveworked abroad or have had significant interaction
on an international level. Furthermore, the Shareholder Committee and the Supervisory Board
take into account potential conflicts of interest of
the members when determining their respective
composition.

The skills profiles of the Shareholder Committee andthe Supervisory Board stipulate for both bodies thatthe following skills should be possessed by at least
one member of each body:1

 anagement experience inminternational markets,

2industry knowledge of the automotive industry or other manufacturing lines of business,3 xpert-level knowledge in the domaineof accounting or auditing,4 xperience in legal areas with relevance fore­­HELLA such as compliance, and xpertise on sustainability issues of impore­­ ELLA.
tance to H

The Shareholder Committee and the Supervisory
Board also take age into account when determining their respective composition. Members from avariety of age groups should be represented inboth corporate bodies. Standard age limits also
apply. The members of the Shareholder Committee are elected for the last time in the year in which
they reach the age of 70. As a general rule, only
those persons may be proposed as Supervisory
Board members who, at the time of election, are
not yet 75 years of age.

Shareholder Committee

Dr.-Ing.
Wolfgang Ziebart

Management
experience ininternational
markets

Knowledge of
automotive
industry orother trades

X

X

Expertise in
the field of
accounting

Expertisein the fieldof auditing
financialstatements

Experiencein legal areas
relevant to­­HELLA

Expertise insustainability
issues ofimportanceto ­­HELLAXPatrick Koller

X

X

Judith Buss

X

X

X

X

Olivier Durand

X

X

X

X

Jill Greene

X

X

Andreas Renschler

X

X

Christophe Schmitt

X

X

Jean-Pierre Sounillac

X

X

X

X

X

X

X

X

X

X

X

X

70
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governanceSupervisory Board
Management
experience ininternational
markets

Knowledge of
automotive
industry orother trades

X

X

Tatjana Bengsch

X

X

Judith Buss

X

X

Andreas Renschler
Britta Peter

X

X

X

X

X

X

X

X

X

X

X

X

X

X

Andreas Marti

X

X

Thorsten Muschal
Christian vanRemmenChristoph Rudiger

X

X

X
X

X

X

X

X

Franz-Josef Schütte

Anke Sommermeyer

Expertise insustainability
issues ofimportanceto ­­HELLA

X

Oliver Lax

Kirsten Schütz

Experiencein legal areas
relevant to­­HELLAX
X

Susanna Hülsbömer
Rupertus Kneiser

Expertisein the fieldof auditing
financialstatements

X

Paul Hellmann
Gabriele Herzog

Expertise in
the field of
accounting

X
X

X
X

In their respective composition, all in all, the Shareholder Committee and the Supervisory Board consider first and foremost the professional andpersonal qualifications of future members. The
applicable educational and professional requirements as well as the knowledge and expertise of
members of both corporate bodies are describedin further detail in the skills profile. Both bodies
strive to ensure that the entire respective corporate body includes individual members who have abalanced skill set. In this context, both corporate
bodies also take into account additional diversity
aspects related to subordinated selection criteria.
There is a legal requirement stipulating that theSupervisory Board must consist of at least 30 %women and men.
B) Status of implementation andattained results
In their current composition, the Shareholder
Committee and the Supervisory Board correspond to the respective skills profiles and meet allof the aforementioned targets regarding the composition of the respective body – including thoserelating to diversity. The qualification matrices
shown here reflect the current status of implementation for the Shareholder Committee andthe Supervisory Board.

X

X

X

X

X

7. Independence of the members of
the Shareholder Committee and theSupervisory Board
The Shareholder Committee and the Supervisory
Board take into account the independence of themembers of their respective corporate body inconnection with their respective composition,
while taking into consideration the ownership
structure. In accordance with Recommendation
C.6 (1) DCGK, Recommendation C.7 (1) sentence 1
DCGK and Recommendation C.9 (1) sentence 1
DCGK, both corporate bodies have specified as an
appropriate objective that, in the case of each corporate body, more than half of their respective
members elected by the Annual General Meetingshall be independent of the Company and the Management Board and at least two members shall be
independent of any controlling shareholder.
In the opinion of the Shareholder Committee, all of
its current and fiscal year 2023 members are independent within the meaning of recommendation
C.7 of the German Corporate Governance Code.
The Supervisory Board believes that the same applies to all current shareholder representatives on
the Supervisory Board and those in office in thefiscal year 2023. Moreover, according to the assessment of the Shareholder Committee, the Chairman

71
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governance

Dr.-Ing. Wolfgang Ziebart, as well as Judith Buss andAndreas Renschler, are independent of the controlling shareholder within the meaning of Recommendation C.9 of the German Corporate GovernanceCode. Of the shareholder representatives on the
Supervisory Board, the Supervisory Board considers
the Chairman Andreas Renschler, Judith Buss, Rupertus Kneiser and Kirsten Schütz to be independent within the meaning of recommendation C.9 of
the German Corporate Governance Code.

8. Self-assessment of the membersof the Shareholder Committee
and the Supervisory Board
In accordance with Recommendation D.12 DCGK,the Shareholder Committee and the Supervisory
Board regularly assess how effectively they as corporate bodies and their committees fulfil theirtasks. To this end, both corporate bodies undertakea self-assessment by means of questionnaires
roughly every two years. The results of these questionnaires are evaluated in anonymised form andthen discussed in a plenary session. Any required
improvements that arise from this are then addressed. Most recently, both the Shareholder Committee and the Supervisory Board conducted aself-assessment (efficiency review) in October 2023.

II. Information under Sections 289a,
315a HGB
The following information pursuant to Sections
289a, 315a HGB reflects the conditions as of thebalance sheet date. As provided for Section 176 (1)sentence 1 of the German Stock Corporation Act(Aktiengesetz – AktG), the information is explainedin greater detail in the individual sections.
1. Composition of the subscribed capital
The nominal capital of the Company amounts to€222,222,224 and is divided into 111,111,112 nopar value bearer shares. All shares have been fully
paid up. The Articles of Association stipulate thatthe shareholders’ right to the issuance of sharecertificates representing their respective sharesshall be excluded to the extent legally permitted,
unless such issuance is required in accordancewith the regulations applicable to the stock exchange on which the shares are admitted.
2. Shareholders’ rights
The shareholders exercise their rights provided forby law or by the Articles of Association before or
during the Annual General Meeting and exercise
their voting rights in this context. Each no-par value
share carries one vote at the Annual General Meet-

ing. In addition, in the Annual General Meeting,shareholders may express their opinion on itemson the agenda, propose motions and addressquestions to the General Partner.
The Annual General Meeting of ­­HELLA GmbH & Co.
KGaA is usually held in the first four months of the
fiscal year at the Company's registered office or inanother German city with a population of morethan 100,000, or in another German city within aradius of 50 kilometres from the Company's registered office. Furthermore, on 30 September 2022
the Annual General Meeting authorised the general partners to hold Annual General Meetings until
30 September 2027 in a virtual meeting format
without the physical presence of shareholders or
their proxies.
The Annual General Meeting is convened by theGeneral Partner. Shareholders whose aggregate
shareholding reaches one-twentieth of the nominal capital (i.e. €11,111,112) may request the convening of an Annual General Meeting in writing,stating the purpose and reasons for the same. In
the same manner, shareholders whose aggregate
shareholding equals or exceeds a proportionalamount of €500,000 may request that items be
included in the agenda and published. Furthermore, shareholders whose shares in aggregate
represent a proportional nominal capital amountof €100,000 may submit a request to the Management Board, under certain conditions, that a special auditor be appointed by the court to review aprocedure in the context of the Company’s establishment or a procedure that has taken place within the past five years.
3. Restrictions concerning the voting rights
or the transfer of shares
The Company is not aware of any restrictions
affecting voting rights or the transferability ofshares in the Company.
4. Major shareholders / special rights /participation of employees in the capital
According to the most recent voting rights notification received by the Company from Forvia S.E. (formerly: Faurecia S.E.) dated 1 February 2022, FORVIA
held a total of 80.59% of the voting rights in the
Company indirectly via Forvia Germany GmbH,
based in Hannover (formerly operating as Faurecia
Participations GmbH, based in Frankfurt am Main).
FORVIA currently holds 81.59% of the shares in­­HELLA (according to information from FORVIA as of
31 December 2023).

72
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governanceNo shares have been issued that confer multiple
voting rights, preferential voting rights, maximum
voting rights or special rights granting powers ofcontrol. There is no form of participation of employees in the Company’s capital that would notenable the employees to directly exercise theirsupervision rights.
5. Statutory provisions and provisions of
the Articles of Association on the appointment
and removal of members of the Management
Board and on amendments to the Articles
of Association
The management of the Company is carried out by
the General Partners. The Annual General Meeting
decides on the appointment and removal of General Partners by simple majority, without the consent of existing General Partners being required in
the case of appointment (Article 7 (4) and (5) of the
Articles of Association). The sole General Partner of­­ ELLA Geschäftführungsthe Company is currently H
gesellschaft mbH (Article 7 (2) of the Articles of Association), all shares of which are held by ­­HELLAGmbH & Co. KGaA. The General Partner is removed as soon as ­­HELLA GmbH & Co. KGaA no
longer holds all shares in it (Article 7 (5) of the Articles of Association).
The appointment and removal of members of theManagement Board of ­­HELLA Geschäftsführungsgesellschaft mbH is in turn the responsibility of the
Shareholder Committee (Article 6 (1) (a) of the ArtiGeschäftsführungs­­
cles of Association of HELLA
gesellschaft mbH).
The resolutions of the Annual General Meeting of­­HELLA GmbH & Co. KGaA are passed by a simple
majority of the votes cast, unless mandatory law or
the Articles of Association dictate otherwise and,
where the law requires a capital majority, with a simple majority of the nominal voting capital represented at the time of passing the resolution (Article 21 (2)of the Articles of Association). This also applies, inparticular, to amendments to the Articles of Association and to the passing of a resolution on a transformation into a stock company (Aktiengesellschaft);however, amendments to the object of the Company
require a three-quarters majority (Section 179 (2)AktG). In deviation from Section 285 (2) sentence
1 AktG, amendments to the Articles of Association inparticular – to the extent permitted by law – do not
require the consent of the General Partner (Article 21(3) of the Articles of Association). The Supervisory
Board is authorised to decide on amendments to the
Articles of Association that only relate to the wording(Article 15 (6) of the Articles of Association).

6. Authorised capital /authorisation to buy back shares
In accordance with Article 5 (4) of the Articles of
Association, the General Partner is authorised toincrease the nominal capital with the approval of
the Shareholder Committee and the Supervisory
Board by a total amount of up to €44 million by issuing, on one or more occasions on or before
26 September 2024, new no-par value bearer
shares against cash contributions and/or contributions in kind. In this context, the shareholders must
generally be granted a subscription right. However,the General Partner is authorised to exclude, withthe approval of the Supervisory Board and theShareholder Committee, the shareholders’ subscription rights as follows in the following cases:in case of a capital increase against contributions in kind for the purpose of acquiring
companies, parts of companies or shares incompanies or any other assets including
receivables from the Company;in so far as is necessary in order to grant a
subscription right for newly issued shares tothe holders or creditors of bonds issued by
the Company or Group companies bearing
option or conversion rights or obligations(warrants or convertible bonds), to the extent
that such subscription rights would exist
after exercise of their option or conversion
right or fulfilment of their option or conversion obligation;if the notional value of the new shares in thenominal capital does not exceed 10% of thenominal capital existing at the time this authorisation becomes effective and at the timea resolution to exercise the authorisation isadopted, provided that the issue price is not
significantly lower than the listed price, andfurther provided the notional value in thenominal capital of any shares that have been
issued or sold with the exclusion of subscription rights on the basis of a corresponding
authorisation in direct or analogous application of Section 186 (3) sentence 4 German
Stock Corporation Act (Aktiengesetz – AktG)
must be included in the calculation of theamount of 10%; andfor the avoidance of any fractional shares.
The General Partner is also authorised, on or before 26 September 2024, to acquire treasury
shares up to a total of 10% of the current nominal

73
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governancecapital or – if lower – of the nominal capital existing at the time the authorisation is exercised. The
acquisition is made at the discretion of the General Partner with the consent of the Shareholder
Committee and the Supervisory Board throughthe stock exchange, via a public offer request directed to all shareholders, or via a public invitation
addressed to all shareholders for submission ofsales offers.
The General Partner is authorised to use the treasury shares that have been acquired with the consent of the Shareholder Committee and theSupervisory Board for all legally permissible purposes. In particular, the shares do not require further resolution of the Annual General Meeting forthe following purposes:
to be redeemed;t o be sold via the stock exchange or via apublic offer to all shareholders in proportion
to their shareholding;t o be sold excluding the shareholders’ subscription rights, provided that this is for cash
payment and at a price that is not significantly
lower than the stock exchange price;t o be offered and transferred, excluding theshareholders' subscription rights, in return for
payment in kind, in particular as part of theacquisition of companies, parts of companies,or shares in companies;

experienced in the derivatives business, with theproviso that, on the basis of the derivatives, only
shares will be delivered that were acquired in keeping with the principle of equal treatment. Moreover, the issuance or acquisition of derivatives may
be publicly offered to all shareholders or may beeffected through the derivatives exchange Eurex or
a comparable successor system after prior announcement in the Company's designated publication media, with the exclusion of any subscription
rights. The term of the derivatives must not exceed
18 months in each case and must be selected suchthat the acquisition of the shares through the exercise of derivatives takes place on 26 September
2024 at the latest.
7. Material agreements with change-of-control
clauses/compensation agreements­­HELLA GmbH & Co. KGaA has entered into the material agreements set out below which containchange-of-control provisions, for example as a result of a takeover bid:
The listed bonds currently issued by ­­HELLAGmbH & Co. KGaA (a 1.0% bond maturing inMay 2024 with a nominal value of €300 million
and a 0.5% bond maturing in January 2027
with a nominal value of €500 million) are subject to change-of-control clauses under which
the bond creditors may demand early repayment if a person or group of persons acting
jointly gains control over ­­HELLA GmbH & Co.
KGaA and the investment grade rating is loston account of this within 120 days of thechange of control.

or other assets;t o be used, excluding the shareholders' subscription rights, to service acquisition rights or
acquisition obligations on shares of ­­HELLAGmbH & Co. KGaA from convertible or warrant bonds or similar instruments; ort o be offered or transferred, excluding theshareholders' subscription rights, as part of
employee profit-sharing schemes.
In this context, treasury shares may also be acquired using put or call options or forward contracts, or a combination of these instruments(derivatives). Derivatives may be issued or acquired, excluding any subscription right of theshareholders, with a credit or financial institution,or another appropriate contractual party that is

In September 2022, ­­HELLA negotiated a syndicated credit facility amounting to €450 million
and an increase option of €150 million with aconsortium of international banks. The facility
has a term of three years until September
2025. The first extension option of 15 months
was exercised in August 2023. The second extension option of twelve months can be exercised in 2024. The new term ends inDecember 2026. If the investment grade rating is lost, the continued existence of the syndicated credit facility will not be jeopardised
and it will remain in place. The banks have a
special right of cancellation in the event of achange of control. There would also be a
special right of termination in the event of asqueeze-out or a controlling agreement being
entered into the Commercial Register.

74
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governance

­­
HELLA
GmbH & Co. KGaA guarantees therepayment of a credit line of the local
subsidiary in Mexico totalling USD 75 million
with a term until January 2026. The
agreements reached allow the lender, within
20 days after a person or group of persons(other than FORVIA) acting in concert has
gained control over HELLA­­GmbH & Co. KGaA
as guarantor, to terminate the credit facility
and declare all outstanding amounts
immediately due and payable. The bank has a
special right of termination in the event of asqueeze-out being entered into theCommercial Register.
In all the aforementioned cases, gaining control is defined in particular as the acquisitionof more than 50% of the voting shares of­­HELLA GmbH & Co. KGaA.
Employment contracts concluded with members of
the Management Board prior to the fiscal year
2021/2022 stipulated that, in the event of a loss ofcontrol by the former family shareholders of H­­ ELLAGmbH & Co. KGaA, they could both resign fromoffice and terminate their employment contract forcause. Service contracts concluded at a later dateno longer include a special right of termination in
the event of a change of control. Of the current
members of the Management Board, only Bernard
Schäferbarthold still has such a special right of termination – triggered by the change of control following the acquisition of the majority shareholding
by Forvia S.E. – which has been modified. It has
been extended until 31 December 2027 and can
only be exercised if the Company adopts all necessary resolutions beforehand to enable Forvia S.E.
to take full (direct or indirect) control, so that theCompany no longer requires independent management with its own Chief Executive Officer andthe Managing Director does not assume a positionon the Board of Directors (comité exécutif) of the
FORVIA Group. Please refer to the remuneration
report for more details.
The Company has not entered into any compensation agreements with any employees in the eventof any takeover bid or a change of control.

III. Corporate governance andcomplianceIn the interest of proper corporate governance, themembers of the Management Board conduct theCompany's business in accordance with statutoryrules, the provisions of the Articles of Associationof ­­HELLA GmbH & Co. KGaA and ­­HELLA Geschäftsführungsgesellschaft mbH and the rules of procedure of the General Partner and the Management
HELLA Geschäftsführungsgesellschaft
Board of ­­mbH. In addition, the Management Board acts inaccordance with the requirements set by the compliance guidelines, its Code of Conduct, the HELLA­­
Declaration of Principles for Human Rights, theCorporate Governance Principles, its resolutions
and other corporate rules.
Management practices extending beyond statutory requirements primarily result from the corporate philosophy. ­­HELLA is firmly convinced that
corporate success is founded on a corporate culture based on values. This includes the responsible
treatment of employees, business partners andother stakeholders, society and the environment.
­­
HELLA's
top priority is customer satisfaction. At its
core, this corporate philosophy is based on a comprehensive understanding of quality that is not
limited to product quality but also covers all of theCompany's activities.
For ­­HELLA's corporate culture, too, customer satisfaction is the point of departure. It can beachieved only if every employee internalises customer satisfaction individually as their own target
and takes personal responsibility for achieving it.
Consequently, the Company's guiding strategic
principle is to demand and promote entrepreneurial self-responsibility for each ­­HELLA employee,irrespective of their position within the Company.
As a result, processes and organisational structures at ­­HELLA are always aligned in such a way as
to enable the entrepreneurial self-responsibility of
its employees.

75
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governance

FORVIA/­­HELLA values
We act with
foresight

We believe in openmindedness

We take
responsibility­­HELLA's DNA
Professionalism
and a humanapproach

We act withrespect

The core of the corporate culture lies in six FORVIA/­­HELLA values, which were introduced for the firsttime in the fiscal year 2023 and incorporate ­­­HELLA's
previous corporate values. Accordingly, the
FORVIA/­­HELLA values serve as the basis for sustainable corporate success: We drive with vision(drive), we build on accountability (accountability),
we cultivate teamwork (teamwork), we embrace
agility (agility), we act with respect (respect), we believe in open-mindedness (open-mindedness).
These values, in particular responsible and respectful behaviour, give rise to basic rules of conductthat ­­HELLA has anchored in a Code of Conduct.
They are binding for all Group employees all over
the world. The Code of Conduct brings together thebasic rules on acting with integrity that apply to theCompany between employees but also in relation
to business partners, public authorities and otherthird parties in conformity with the law. It is an expression of the self-perception of ­­HELLA, which is
to meet the responsibility towards the Company inrelation to shareholders and society and to live up
to the expectations of customers, suppliers andbusiness partners anew every day.
The Code of Conduct is supplemented, in particular, by the ­­HELLA Declaration of Principles for Human Rights, the HELLA­­
Anti-Corruption Policy anda Compliance Declaration on compliance with antitrust regulations. These and many other documentson the subject of compliance are publicly available
on the Company's website at www.hella.com/compliance.

We rely on
teamwork

We embodyagility

All regulations are based on a standardised basic
understanding: Compliance – legally compliant behaviour and acting with integrity – is an integral
part of HELLA's­­
corporate culture, forms the basis
for the business activities and is a prerequisite forsustained corporate success. At ­­HELLA, the Corporate Compliance Office is responsible for theGroup-wide compliance organisation and the compliance management system.
The Compliance Office manages global complianceactivities, coordinates the Group-wide complianceorganisation and develops the HELLA­­
compliancesystem further. The Compliance Office is responsible, in particular, for the areas of antitrust law andanti-corruption as well as for the ­­HELLA whistleblower system "tellUS!" and – together with otherspecialist functions such as Group Internal Audit
and Group Security – for dealing with reports ofpossible misconduct at HELLA.
­­The Compliance
Office reports biannually to the Management
Board and the Audit Committee of the Supervisory
Board and as needed on an ad hoc basis. The Headof the Compliance Office reports to the Head of
Legal & Compliance, who in turn reports to the
Chairman of the Management Board. Local compliance officers are assigned to the Compliance Office. For the other compliance topics occupationalsafety and environmental protection (EHS), occupational and social standards (HR Compliance),
fraud prevention, data protection, export control/
customs, information security, anti-money laundering, capital market law, product integrity, accounting, taxes and safety management, there areFurther
details on thecorporate philosophy andthe principles of corporate
governance can be foundonline at www.hella.com/
compliance

76
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governancespecialist functions in the ­­HELLA Group as which
act as “central compliance divisions”, performing
these tasks in a proper and independent fashion
with the support of the Compliance Office. The
compliance organisation is complemented by local
compliance officers / representatives who are responsible for compliance activities in day-to-day
business at the individual companies.

Sapin 2, to which ­­HELLA is subject as a result of theacquisition of the majority stake by FORVIA (previously: Faurecia) and the consideration of the effective anti-corruption measures implemented at
FORVIA. As part of the action plan drawn up in 2022,
the following implementation measures, in particular, were carried out in the reporting period with aview to an effective anti-corruption programme:

In addition to the basic elements of complianceorganisation, objectives, culture and communication, the ­­HELLA compliance system – based on the
IDW auditing standard 980 – includes, above all, theelements of the compliance programme, whichmust be developed and further developed for eachof the aforementioned compliance issues: risk
analysis, information/instruction (prevention) andmonitoring and detection, as well as response.

 he Group guidelines Anti-Corruption,
T
Gifts & Invitations, Donations & Sponsoring,Anti-Corruption Accounting Controls adopted
by the Management Board in December 2022
deepened and expanded existing guidelines
and were communicated throughout theGroup and anchored in the organisation.

Through (i) virtual and face-to-face events, eLearning and other training formats, (ii) guidelines, process instructions and other documents, (iii)
newsletters and other publications and (iv) advice in
day-to-day business, employees worldwide are familiarised with the respective legal and internal
company regulations, including the ­­HELLA Code of
Conduct, and encouraged to behave in a compliant
manner. These measures are key preventative components of continuous compliance management.
In the past fiscal year 2023, the Compliance Office's
activities focused on the further development of
the anti-corruption programme. This is also due tothe requirements of the French anti-corruption law

 s part of the anti-corruption-relatedA“accounting controls”, ­­HELLA introduced
quarterly Group-wide audits of postings tocertain accounts (including sales agent
commissions, donations and sponsoring, gifts
and invitations) and payments to recipients(suppliers) with bank accounts in sensitive
countries during the reporting period.
 ith the adoption of the Group guideline on
W
conflicts of interest by the Management Board
at the end of the fiscal year, ­­HELLA has specified and deepened existing rules and established a procedure for the declaration of
conflicts of interest by employees and for thereview of declarations by the complianceorganisation Group wide.

Loi Sapin 2
8. Controls andevaluation

1. Accounting
controls

7. Training andawareness

2. B usiness
partner review

French anticorruption law
Loi Sapin 2

6. Conflictsof interest

5.
Whistleblowing

3.Risk analysis

4. Anti-corruption
policy anddiscipl. sanctions

77
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governance t the end of the last fiscal year, theAManagement Board also adopted a Group
whistleblowing policy, which formalises andsupplements existing regulations on the
speak-up culture as a whole and on reporting
serious compliance violations via the
web-based whistleblowing channel tellUS!
The requirements of the EU Whistleblowing
Directive and the German Whistleblower
Protection Act as well as the German Supply
Chain Due Diligence Act were taken into
account.
 inally, a new anti-corruption e-learning
F
programme was created and was rolled out
across the Group from December 2023.
Participation in this e-learning course – aswith all compliance e-learning courses – ismandatory for all relevant ­­HELLA employees.
In the current fiscal year 2024, the intensive workand action plan to implement a robust and effective anti-corruption programme will continue, withthe ongoing support and "tone from the top" of theManagement Board and the involvement of second
and third level controls.

IV. Specifications of targets forfemale representation pursuant to
Section 76 (4) and Section 111 (5)AktG and information on the gender
quota pursuant to Section 96 (2) AktG
The Management Board of ­­HELLA GmbH & Co.
KGaA has set a target for the proportion of womenat the first management level below the Management Board of 7.0% for the German Group companies for the period from 1 July 2022. For the second
management level below the Management Board,
the new target level was set at 10%. It was decided
that both targets were to be reached by 30 June
2027. No further determinations by the Supervisory Board pursuant to Section 111 (5) sentence 8
AktG have been made for reasons specific to theCompany's legal form. In contrast to a stock corporation, the Supervisory Board of a KGaA does nothave the authority to decide on the composition of
the Management Board. The minimum shareholding requirement pursuant to Section 76 (3a) AktG

for the Management Board of a stock corporationis also not applicable to the Management Board of­­HELLA GmbH & Co. KGaA for reasons specific to its
legal form. In accordance with the diversity concept, however, ­­HELLA pursues appropriate representation of both genders as a goal for theManagement Board and has currently fulfilled therequirement of Section 76 (3a) AktG after Stefanie
Rheker joined the Management Board on 1 March
2024.
Irrespective of the legally prescribed targets for the
proportion of women in management positions at­­
has set itself theits German companies, HELLA
goal of increasing the proportion of women in the­­HELLA Group worldwide: The Management Board
is aiming to achieve a 27% share of women among
managers and professionals by 2027.
The composition of the Supervisory Board is governed by the mandatory requirement of Section 96(2) AktG which specifies that at least 30% of its
members must be women and at least 30% must
be men. This requirement is met. Currently, sevenof the 16 Supervisory Board members (and four ofthe eight shareholder representatives) are women,
which corresponds to a quota of 43.75%. So far,neither the shareholder representative side nor
the employee representative side has objected tothe overall fulfilment of the quota requirement.

V. Application of the German
Corporate Governance Code (DCGK)The General Partner as well as the Shareholder
Committee and Supervisory Board of HELLA­­GmbH& Co. KGaA publishes an annual declaration in accordance with Section 161 AktG confirming conformity to the recommendations of the "Government
Commission for the German Corporate GovernanceCode" published by the German Federal Ministry ofJustice in the official part of the Federal Gazette(“Bundesanzeiger”) and discloses any recommendations which are or have not been conformed to,stating the reasons for this. The following declaration pursuant to Section 161 of the German Stock
Corporation Act (AktG) was issued by the Management Board of the Company on 29 February 2024
and made available on the Company's website:

78
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governanceDeclaration regarding
the German Corporate
Governance Code in accordance with Section 161 of
the German Stock Corporation Act (Aktiengesetz – AktG)
The General Partner as well as the Shareholder
Committee and the Supervisory Board of ­HELLAGmbH & Co. KGaA (hereinafter referred to as“Company” or “­HELLA”) declare, pursuant to Section 161 AktG, that since the last time this declaration was made on 07 March 2023, and except forthe deviations set out below, the Company hascomplied, and intends to comply in the future, withthe recommendations of the German Corporate
Governance Code (“GCGC”, Deutscher Corporate
Governance Kodex), as amended on 28 April 2022,
taking into account the special features of its legal
form described below.

I. Special features of the legal form
The German Corporate Governance Code is designed for companies in the legal form of a stock
corporation or a European Company (SE) and does
not take into account the special features of a limited partnership by shares (Kommanditgesellschaft
auf Aktien, “KGaA”). Thus, a number of recommendations of the GCGC can be applied to ­HELLAGmbH & Co. KGaA only in a modified form. Important modifications follow from the special featuresof the legal form set out below:
1. Management Board
Unlike a stock corporation, which is managed by
the board of directors (Vorstand), a KGaA is managed by its general partners. Their appointment
and dismissal is not a responsibility of the Supervisory Board; instead it is a task of the General Meeting. The Company has one General Partner, ­HELLA
Geschäftsführungsgesellschaft mbH which has its
registered office in Lippstadt, and is represented
by its managing directors (Geschäftsführer) Bernard Schäferbarthold (President and CEO), Yves
Andres, Stefan van Dalen and Jörg Weisgerber.¹ In
contrast to the board of directors of a stock corpo­ ELLA Geschäftsration, the managing directors of H
führungsgesellschaft mbH are appointed for anindefinite period of time. The shares in ­HELLA
Geschäftsführungsgesellschaft mbH are held by
the Company. The associated shareholder rights
are exercised by the Shareholder Committee.

2. Shareholder Committee
The legal form of the KGaA, unlike that of the stock
corporation, offers the possibility of establishingfurther optional corporate bodies. The Company
has made use of this option. The Shareholder Committee, established according to the Articles of Association and elected by the General Meeting,supervises and advises the General Partner in the
management of the Company’s business and canissue rules of procedure for the General Partner. In
addition, it determines which transactions of theGeneral Partner require its prior consent. It has
management authority and power of representation for the legal relationships between the Company and the General Partner and represents theCompany in legal disputes with the General Partner.
The Shareholder Committee exercises all rights­ ELLAarising from the Company’s shares in H
Geschäftsführungsgesellschaft mbH. In particular,
it is responsible for appointing and dismissing themanaging directors and for regulating their employment relationships. The Shareholder Committee is also responsible for executing shareholders’
resolutions.
Insofar as the GCGC contains recommendations on
the tasks and responsibilities of the Supervisory
Board, which at H
­ ELLA GmbH & Co. KGaA are performed by the Shareholder Committee in accordance with the Articles of Association, theserecommendations are deemed to apply to the
Shareholder Committee.
3. Supervisory Board
Compared to the Supervisory Board of a stock corporation, the Supervisory Board of a KGaA has
limited powers. In particular, it is not responsible
for the appointments and dismissals and the service agreements of the Company’s Management
Board. Also, it has no power to issue rules of procedure for the Company’s Management Board andcannot determine which business decisions require its consent.
4. General Meeting
The legal status of the General Meeting is not materially different to that of a stock corporation. In
particular, it elects the shareholder representatives of the Supervisory Board and the members of
the Shareholder Committee. To the extent permitted by law, resolutions of the General Meeting of­HELLA GmbH & Co. KGaA are adopted by simple
majority. In contrast to a stock corporation, the¹ In addition, Stefanie Rheker and Philippe Vienney will join the ­HELLA Management Board per March 1, 2024.

79
Annual Report 2023

Group management report – Declaration on HELLA GmbH & Co. KGaA corporate governancebe applied to the short-term variable remuneration (STI) for the first time in the fiscal
year 2024, have resulted in an increased needfor coordination.

General Meeting of ­HELLA GmbH & Co. KGaA
adopts resolutions on the approval of the annual
financial statements by law.
According to the German Stock Corporation Act(Aktiengesetz, “AktG”), certain resolutions of theGeneral Meeting of a KGaA are dependent on theconsent of the General Partners (see Section 285(2) AktG and Section 286 (1) AktG). This right ofapproval is excluded by the Articles of Associationof ­HELLA GmbH & Co. KGaA insofar as this is legally permissible; this applies in particular to amendments to the Articles of Association, fundamental
transactions, extraordinary management measures and the admission and dismissal of General
Partners. On the other hand, the adoption of theannual financial statements by the General Meeting is only possible with the consent of the General Partner. According to the Company’s Articles
of Association, the General Partner declares thisconsent when submitting their resolution proposals on the annual financial statements to theGeneral Meeting.

II. Deviations from the recommen­
dations of the German Corporate
Governance Code (GCGC)
1. Period since submission of the lastdeclaration of conformity on 07 March 2023
In the period since the last submission of thedeclaration of conformity on 07 March 2023, thefollowing recommendations of the German Corporate Governance Code were not complied with. The
deviation listed under letter b) has already been
disclosed and explained in an update to the declaration of conformity on 26 January 2024.
ab

 eviating from recommendation A.3 GCGC,
D
the internal control system and the risk
management system initially covered sustainability-related targets only to the extent
required by law. The Company has therefore
further developed the internal control systemand the risk management system in the
period since the last since the last submissionof the declaration of conformity on 07 March2023 in order to comply with recommendation A.3 GCGC.
 eviating from recommendation G.7
D­sentence 1 GCGC, the Shareholder Committee did not set the performance criteria forthe variable remuneration for the fiscal year
2024 prior to its beginning. The details of thecalculation of the new targets, which are toc he Shareholder Committee subsequentlyTadjusted the assessment basis for the STI for
the fiscal year 2023 for extraordinary effects(missing earnings contribution from theBehr-­HELLA Thermocontrol (BHTC) joint venture, delayed tax refund following a Federal
Fiscal Court ruling on the deductibility of foreign withholding tax, and factoring effects).
Out of an abundance of caution, this adjustment was assessed as a deviation from recommendation G.8 GCGC. It was necessary
because otherwise the management’s contribution to the Company’s success in the fiscal
year 2023 would not have been adequatelyreflected in the STI.

d

 eviating from recommendation G.10 GCGC,
D
the variable remuneration is not predominantly invested in shares of the Company or
share-based. As a result of the acquisition of amajority shareholding in ­HELLA by FORVIA at
the beginning of 2022, the development of­HELLA’s share price is only of limited significance. Therefore ­HELLA has restructured the
LTI component with effect from 1 January2023 and no longer takes the development of
the H­ ELLA’s share price into account.

2. Forward-looking part
The General Partner as well as the Shareholder
Committee and the Supervisory Board of ­HELLAGmbH & Co. KGaA intend not to comply with therecommendation of the GCGC mentioned above
under No. 1 letter d) in the future for the reasonsstated above.

III. Proprietary transactions ofmanagement
In accordance with Article 19 of the EU Market
Abuse Regulation persons who complete management tasks at H­­ ELLA GmbH & Co. KGaA or who havea close relationship to these persons must disclose
reportable transactions with shares or debt instruments of ­­HELLA GmbH & Co. KGaA or the associated derivatives or other financial instruments after a
total volume of €20,000 has been reached within
one calendar year. The Company publishes thetransactions reported to it that require publicationon the website www.hella.com/directorsdealings. In the past fiscal year, it was not notified of any
transactions that require disclosure.

80
Annual Report 2023

Group management report – Dependent company report

Final declaration by
the Management Boardon relations with affiliatedcompanies pursuant to
Section 312 of the German
Stock Corporation Act(Aktiengesetz – AktG)
In the fiscal year 2023, ­­HELLA GmbH & Co. KGaA
was a dependent company of FORVIA S.E. in the
period from 01 January 2023 to 31 December 2023,
as defined in Section 312 AktG. The Management
Board of the General Partner of ­­HELLA GmbH & Co.
KGaA has therefore prepared a management report on relations with affiliated companies pursuant to Section 312 (1) AktG, which contains thefollowing final declaration:“We declare that, in respect of the legal transactions and measures listed in the report on relations
with affiliated companies from 1 January 2023 to
31 December 2023, the Company received appropriate consideration for each legal transaction, according to the circumstances known to us at thetime the legal transactions were carried out or
measures were taken or refrained from. If theCompany suffered a disadvantage, it was granted
a legal claim to an adequate benefit as compensation before the expiry of the fiscal year on 31 December 2023. The company has not suffered adisadvantage by the fact that measures were takenor refrained from.”

Non-financial report

81
Annual report 2023 Non-financial reportNon-financial
reportof ­HELLA GmbH & Co. KGaA

Sustainable business activities that protect resources, the environment and health are a central
challenge of this time and at the same time adriver of innovation in the automotive industry.
The shift towards low-emission and zero-emission
mobility is setting new standards and placing new
demands on entrepreneurial action. For ­HELLA,
this results in a wide range of economic opportunities and risks. To counteract these risks, the industry is taking on the challenge of gradually
moving towards a climate-friendly circular economy. Responsible, fair and environmentally conscious action is therefore increasingly the focus of­HELLA’s operations.

About the non-financial report
In the non-financial report, ­HELLA reports annually on significant developments relating to theCompany’s sustainability performance. In the following Chapter, H­ ELLA publishes a separate combined non-financial report in accordance with
Section 315c in conjunction with 289c through289e of the German Commercial Code (Handelsgesetzbuch – HGB). This report contains non-financial information that is material to andnecessary to understand ­HELLA GmbH & Co.
KGaA’s development, performance and current
position as well as the impacts of its operations.
­HELLA focuses its reporting on aspects that are
based on the definition of materiality and thecontent requirements of the German Commercial
Code. The non-financial report contains a section
with the disclosures to be made in accordancewith the EU Taxonomy Regulation (EU 2020/
852 Art. 8 in conjunction with Art. 10 (2) of theDelegated Regulation 2021/2178). In this reporting
period, ­HELLA is reporting in reference to themethodology of the Greenhouse Gas Protocol(GHG). In July 2023, the delegated act on Set 1 of
the European Sustainability Reporting Standards(ESRS) was adopted by the European Commission.
­­HELLA will report in accordance with these requirements from the coming reporting period.
The reporting period is the H­ ELLA fiscal year 2023
from 1 January to 31 December 2023. The fiscal
year rhythm has been harmonised with the calendar year as of 1 January 2023. Where possible,
comparative values from prior years are also given
for KPIs on a calendar year basis.

Reference framework andaudit report
Unless stated otherwise, the information relates
to the ­HELLA Group (hereinafter referred to as“­HELLA”) as well as the parent company ­HELLAGmbH & Co KGaA. Joint ventures are excluded.
The financially fully consolidated subsidiaries
Docter Optics and ­HELLA Gutmann Solutions
were largely integrated into the non-financial reporting in this reporting period. Mazars GmbH &Co. KG audit firm conducted a voluntary auditof the non-financial report in accordance with
ISAE 3000 (Revised) and IDW EPS 991 for limited
assurance purposes.

82
Annual report 2023 Non-financial report

Business model
The ­HELLA Group is a listed, internationally positioned automotive supplier of the FORVIA Group.
The Company stands for high-performance lighting technology and vehicle electronics. At thesame time, ­HELLA covers a broad service andproduct portfolio for the spare parts and workshop business as well as for manufacturers ofspecial-purpose vehicles and small-volume manufacturers. ­HELLA has 37,773 employees (as of thebalance sheet date of 31 December 2023) at morethan 125 locations worldwide and generated currency and portfolio-adjusted sales of €8.1 billion
in the fiscal year 2023 (1 January to 31 December2023) (reported: €8.0 billion). ­HELLA is organised
into three business groups: Lighting, Electronics
and Lifecycle Solutions. In the Lighting businessgroup, ­HELLA offers the complete range of lighting technology products and systems. In theElectronics business group, ­HELLA focusses on
selected product fields that contribute to making
mobility safer, more efficient and more comfortable. The Lifecycle Solutions business groupconsists of the three divisions Independent Aftermarket, Workshop Solutions and Special OriginalEquipment. ­HELLA is a partner for spare parts
dealers and independent workshops in the Independent Aftermarket division. The Workshop
Solutions division's offering includes vehicle diagnostics, emissions testing, battery testing, lightadjustment, and calibration, as well as service anddata-based services. In the Special Original Equipment division, ­HELLA develops, manufactures anddistributes lighting and electronic products for
special-purpose vehicles such as construction andagricultural machinery, buses and motor homes,
as well as for the marine sector.

Sustainability managementat ­HELLAIn order to operate responsibly and sustainably,­HELLA considers not only the financial aspects but
also the environmental, social and governance(ESG) impact of its business activities. The aim isto effectively anchor sustainability into the processes as a central aspect of ­HELLA’s operations
and thus into the Company’s day-to-day businessand to manage it effectively.
To this end, ­HELLA’s Management Board determines the sustainability strategy, defines objectives in consultation with the respective
departments and prioritises the resulting activities. Within the Management Board, the Chief
Financial Officer is responsible for sustainability.
He chairs the Sustainability Council, a cross-functional steering body. The Council ensures an in-tense, Company-wide exchange on a bi-weekly
basis, in which key sustainability issues andtrends as well as different stakeholder interests
are identified, discussed and evaluated. This systematic consideration of non-financial issues
makes it possible to identify opportunities andrisks for business development at an early stage.
In addition, the Council coordinates and monitors
central projects for implementing the sustainability strategy. Progress is regularly reported to theManagement Board. In the Council, various corporate functions from all business divisions andcore projects are involved. The Sustainability Office organises the Council and actively steers
sustainability projects. The Sustainability Officereports to the Chief Executive Officer, who isclosely involved in sustainability activities.
Responsibility for and implementation of the sustainability goals lies with the respective businessdivisions and corporate functions. Key management elements such as a global network of HR
managers and environmental, health & safety
managers have been implemented at all ­HELLA
locations. The reporting period was characterisedin particular by the detailing of measures toachieve the climate targets as well as efforts toanchor sustainability criteria in purchasing andeffectively expand the corresponding due diligence obligations, among other things with regard
to the German Supply Chain Due Diligence Act(Lieferkettensorgfaltspflichtengesetz – LkSG). The
technical experts at ­HELLA and the parent company FORVIA SE maintain an intensive dialogue onsustainability activities. In this way, employees
from both companies network with each other onsustainability matters to harmonise management
systems and objectives in the medium term and to
exchange best practices. One milestone on thispath, for example, consists of the environmental
and energy management and occupational safety
guidelines adopted during the reporting period in
the joint FORVIA Excellence System (FES), a tool for
managing operational excellence.

 urther notesFon the business model,
the business groups, thecorporate structure andthe corporate strategy
can be found in the“General information”
section of the Groupmanagement report.

83
Annual report 2023 Non-financial report

Material sustainability issues­ ELLA identifies material sustainability aspects forHsetting targeted priorities in its sustainability management. In the reporting period, ­HELLA carriedout a new materiality analysis in accordance with
the German Commercial Code in close cooperation
with the parent company FORVIA and evaluatedsustainability aspects from internal and externalsources. The update was carried out on the basisof the increasing knowledge gained about thematerial effects of sustainability issues along thevalue chain and taking into account the thematic
requirements of the future EU Corporate Sustainability Reporting Directive (CSRD). In the analysis,
those responsible for the topics also represented
the views of internal and external stakeholders
such as employees, customers, investors, suppliers and local communities. As the main shareholder, FORVIA was directly involved in the evaluationof the key issues by subject experts. In the reporting period, the Sustainability Council and the­HELLA Management Board confirmed the updated
materiality analysis. ­HELLA has identified the following reportable topics for fiscal year 2023:

Matters in accordancewith German
Commercial Code
(Handelsgesetzbuch –HGB)Material non-financial­ ELLA topics
H

Environmental matters

 limate changeCCircular economy

Social matters ersonal safetyPof end users

Employee matters


Healthand safety – Own
workforceHealth and safety – Workers
in the value chain
Working Conditions – Own
workforceDiversity and inclusion
Employee development, talentacquisition and employee
retention

Respect for human rights

 ther work-related rights –O
Own workforce
Other work-related rights –Workers in the value chain

Combatingcorruption and bribery

Business
Conduct –Compliance incl. corruption
and bribery

The topics of Circular economy and Diversity andinclusion were newly categorised as material report topics. The previously reportable topic of
Product innovations is included in the disclosureson the EU Taxonomy Regulation. The topic of Energy management and emissions has been renamed
Climate change, and Product safety has been renamed Personal safety of end users. The previous
topic of Social standards in the supply chain is now
presented in the topics Other work-related rights–Workers in the value chain and Health and safety– Workers in the value chain. The disclosures on
the topics of Employer attractiveness and Employee promotion and development are listed in 2023
under the topics of Employee development, talentacquisition and employee retention, Working conditions – Own workforce and Other work-related
rights at H
­ ELLA.
­ ELLA also includes the environmental matters ofHwater, waste and pollution, the employee mattersof working conditions - workers in the value chain
and the social matter of community invovement
and corporate culture and management of relationships with suppliers in the report as voluntary
disclosures. They are also audited as describedabove. They are labelled accordingly in the text.

Opportunity and risk assessment
As part of risk and opportunity management,­HELLA identifies both current and potential risks
and opportunities arising from its operations. New
aspects have been included within the scope of the­HELLA Enterprise Risk Management. The opportunities and risks that arise in each case, including
non-financial risks relating to the environment,social matters and corporate governance (ESG),
are identified, assessed and managed by the relevant specialist departments in these fields. ­HELLA
is obliged to report material risks arising from its
own operations, the business relationships in the
supply chain and with customers as well as fromproducts if these are very likely to have or will haveserious negative effects on the material non-financial issues (Section 289c (3), Nos. 3 and 4 HGB). For
this purpose, the responsible specialist departments have carried out a risk assessment in accordance with the German Commercial Code anddiscussed the same in the Sustainability Council.
No reportable risks were identified.

84
Annual report 2023 Non-financial report

EU taxonomy
The EU taxonomy is used to determine sustainable economic activities and aims to channel capital
flows into them. This is intended to support the EU
Green Deal, the EU environmental objectives andthe Paris Climate Agreement.

It is carried out in compliance with minimum
safeguards and complies with the OECD
Guidelines for Multinational Enterprises andthe UN Guiding Principles on Business andHuman Rights.

Pursuant to the EU Regulation 2020/852 of 18 June
2020 (known as the “Taxonomy Regulation”) andthe Delegated Act on the EU Climate Taxonomy
2021/2139 of 4 June 2021 and its amendments byRegulation 2023/2485 of 27 June 2023 and the
supplement by EU Delegated Act 2023/2486 of 27
June 2023, which set out the conditions underwhich economic activities can be considered as
substantially contributributing to the EU environmental objectives, ­HELLA is required to disclose
the share of its turnover, capital expenditure andcertain operating expenses for the fiscal year
2023 that result from economic activities that areconsidered eligible and aligned in terms of the six
EU objectives:

Taxonomy-eligible business activities

 limate change mitigationC
Climate change adaptation
Sustainable use and protectionof water and marine resources
Transition to a circular economy
Pollution prevention and control
Protecting and restoring
biodiversity and ecosystems
An economic activity is taxonomy-eligible if it ispart of the activities described in the DelegatedActs to the Taxonomy Regulation, corresponding
to the activities identified by the EU as likely to
substantially contribute to one of the six environmental objectives.
A taxonomy-eligible activity is taxonomy-aligned
if it meets the following three criteria:I t substantially contributes to one or moreenvironmental objectives by meeting thetechnical screening criteria detailed in the
Delegated Acts to the Taxonomy Regulation.
I t does not cause any significant harm to theother environmental objectives by meetingthe "Do No Significant Harm" criteria described in the Delegated Acts to the Taxonomy Regulation.

To prepare the required disclosures, ­HELLA has
identified the relevant business activities for thefinancially consolidated companies throughout
the Group that are classified as sustainable in accordance with the EU Taxonomy Regulation, theDelegated Acts and EU Commission's publishedstatement on frequently asked questions. To thisend, ­HELLA has carried out a central assessmentof the entire product portfolio as well as capital
expenditure and operating expenses using standardised interviews and templates. The valuation
was carried out in close consultation with theparent company FORVIA. This interdisciplinary
analysis led to the identification of the following
taxonomy-eligible economic activities for 2023:
Climate change mitigation Activity 3.4 Manufacture of batteries: ­HELLA manufactures
components for battery systems, such asbattery management systems, intelligent battery sensors and voltage converters.
Climate change mitigation Activity 3.18 Manufacture of automotive and mobility components: The recent amendment to the Climate
Change Delegated Act introduces this new
category into the taxonomy. The disclosures
under 3.18 are stated for the first time for thisreporting period.
Climate change adaptation activity 7.7 Acquisition and ownership of buildings: H­ ELLA invests in the construction of new buildings.
This information is being reported for the
first time in 2023.
Given the essential role of automotive suppliers inachieving automotive manufactures' climate targets, ­HELLA considers that its business activities
linked to plug-in hybrid vehicles with emissions
below 50gr CO ²/km should also be taken into cosideration under the Climate change mitigation
activity 3.3 Manufacture of low-carbon vehicles.
However, to comply with the legal provisions of
the taxonomy, ­HELLA presents the results without
activity 3.3 and publishes a separate set of KPIs
that states what the KPIs would look like if this activity were included.

85
Annual report 2023 Non-financial report limate change mitigation activity 3.3 ManuC
facture of low-carbon technologies fortransport: ­HELLA takes into account its business activities with products for hybrid
vehicles (<50gr CO ²/km). These vehicles aredesigned and produced as part of a joint
effort between car manufacturers and component suppliers. Whereas manufacturers
translate the consumer preferences into
specifications for the design and assemblyof vehicles, H­ ELLA supplies the technologies
and components that meet these parameters. ­HELLA researches, designs and produces systems (including lighting technologies
and electronics) that are part of low carbon
vehicles. These systems are inseparablefrom hybrid vehicles and their environmental performance.
­ ELLA has not identified any taxonomy-eligible
H
economic activities among the activities newly
included in the taxonomy in 2023 for the environmental objectives Sustainable use and protectionof water and marine resources, Transition to acircular economy, Pollution prevention and control, and Protection and restoration of biodiversity
and ecosystems. ­HELLA has conducted a detailed
review of the activities 1.2 Manufacture of electrical and electronic equipment and 5.2 Spare parts,
both noted under the objective of transition to acircular economy. These activities contain no reference to business activities in the transport sector, neither in the description of the activities nor
in the technical screening criteria. Accordingly,­HELLA is not reporting any taxonomy-eligible activities for these environmental objectives.

motive sector, for example by providing
start-stop functionalities and recuperation
for internal combustion engine vehicles, andby enabling the use of high-voltage battery
systems for hybrid and electric vehicles;
Activity 3.18 Manufacture of automotive andmobility components: ­HELLA considers that
100% of its taxonomy-eligible business activities meet the criteria of a substantial contribution. ­HELLA develops and manufactures
components for zero-emission vehicles thatare essential for delivering and improving thevehicles’ environmental performance.
Activity 3.3 Manufacture of low-carbon
technologies for transport: In line with theanalysis performed on eligibility, HELLA­­
considers its components in the service ofhybrid vehicles to meet the substantial
contribution criteria.
Activity 7.7 Acquisition and ownership ofbuildings, ­HELLA's capital expenditure does
not meet the substantial contribution criteria.
Do No Significant Harm (DNSH) criteria
Preliminary note: All DNSH criteria were evaluatedat the H­ ELLA level. H­ ELLA has not assessed the
DNSH criteria at the level of the car manufacturers.

Substantial contribution
100% of ­HELLA's sales and opex-related
taxonomy-eligible business activities meet the substantial contribution criteria.

Climate change Adaptation
Together with ­HELLA, FORVIA has analysed theexposure and vulnerability of its business activities to physical climate risks under two global
warming scenarios (IPCC scenarios SSP2 4.5 and
SSP5 8.5) with the future time horizons 2030 and
2050. Together with the parent company FORVIA,­HELLA is developing action plans to mitigate therisks that have been identified as the most significant for ­HELLA's production sites. ­HELLA aims toclosely monitor the implementation of the corresponding action plans over the coming years.

97% of ­HELLA's capex-related taxonomy-eligible
business activities meet the substantial contribution
criteria.

100% of the taxonomy-eligible ­HELLA business activities that meet the substantial contribution criteria meet these DNSH criteria.

 ctivity 3.4 Manufacture of batteries: The criA
teria for substantial contribution concern the
production of battery components that substantially reduce greenhouse gas emissions.
The battery components manufactured by­HELLA make a substantial contribution to reducing greenhouse gas emissions in the auto-

Sustainable use and protection ofwater and marine resources­HELLA carried out a risk analysis for its production
sites to identify risks relating to maintaining water
quality and avoiding water stress. Local actionplans were drawn up in accordance with the existing environmental management system to cover

Taxonomy-aligned
business activities

86
Annual report 2023 Non-financial reportrisks that were categorised as material. The riskbased approach is part of the H­ ELLA environmental management system and is subject tooperational control and monitoring of the various
regulatory obligations.

the possibility of replacing such substances. In
any case, ­HELLA ensures adapted health andsafety conditions in the handling of these substances to protect people and the environment
and to reduce the risk when using them.

100% of the taxonomy-eligible ­HELLA businessactivities that meet the substantial contribution
criteria meet these DNSH criteria.

100% of the taxonomy-eligible H­ ELLA businessactivities that meet the substantial contribution
criteria meet these DNSH criteria.

Transition to a circular economy
The handling of waste is managed at all production sites worldwide and the waste recycling rate
is monitored. Information about and the traceability of substances of concern in the manufactured
products are managed via the International Material Data System (IMDS), which covers the entire
product life cycle. ­HELLA also takes aspects ofcircularity into account during product development. The products are designed according tocustomer-specific requirements and taking into
account the requirements of EU Directive 2000/53/
EC on end-of-life vehicles. One example: The useof secondary materials is considered on a project-specific basis during the development process, as is the potential for resource efficiency orlightweight construction. As part of its strategic
research activities, ­HELLA is investigating how thecontribution of products to the circular economy
can be further expanded.

Protecting and restoring
biodiversity and ecosystems­HELLA has identified the production sites in thevicinity of a key biodiversity areas. The management of potential impacts on biodiversity is addressed by the principles described in the FORVIA
Green Factory Whitebook, including the required
environmental impact assessments for new construction sites. The FORVIA Group, supported by­HELLA, has committed itself to the Act4Nature
initiative to minimise the impact on biodiversity
and contribute to the preservation of ecosystems.
Accordingly, knowledge about ecosystems andthe protection of biodiversity in the vicinity of thesites is communicated and local improvement
measures are taken to reduce the impact on site.

100% of the taxonomy-eligible ­HELLA businessactivities that meet the substantial contribution
criteria meet these DNSH criteria.

Minimum safeguards

Prevention and reductionof environmental pollution­HELLA manages hazardous substances along theentire value chain, from suppliers to manufacturing customers, via the automotive industry's
data recording system (International Management Data System). At the production sites,­HELLA processes require an assessment of thesubstances used that are carcinogenic, mutagenic or toxic to reproduction. For this reason, material safety data sheets (MSDS) are analysed andincluded and validated in internal databases. In
this way, ­HELLA ensures compliance with the
REACH Regulation (EC) 1907/2006. Before validating all chemicals used, ­HELLA assesses whether the use of the substances complies with theregulations. Some of the substances of very highconcern (SVHC) that are considered essential for
their intended uses are still be used in ­HELLA's
processes in 2023. ­HELLA continuously examines

100% of the taxonomy-eligible H­ ELLA business activities that meet the substantial contribution criteria meet these DNSH criteria.

­ ELLA complies with the OECD Guidelines for
H
Multinational Enterprises and the UN Guiding
Principles on Business and Human Rights, including the principles and rights set out in the International Labour Organisation's Declaration on
Fundamental Principles and Rights at Work andthe International Convention on Human Rights.
Human rights due diligence obligations­HELLA respects the international commitments
and principles relating to human rights and labour standards. Processes have been put inplace to ensure that appropriate due diligence iscarried out. The ­H ELLA Human Rights Policy,
which has been rolled out, sets out expectations
for the Company's stakeholders with regard to
the implementation of their due diligence obligations. Following a risk-based approach, humanrights risks are analysed and prioritised, andpreventive measures are taken to avoid violations. Any significant violation is reported to theManagement Board and remedial action is taken
as appropriate.

87
Annual report 2023 Non-financial report

Anti-corruption­HELLA's commitment to combating corruption isembedded in the Code of Conduct and the compliance guidelines. ­HELLA is subject to various anti-corruption laws and has introduced an internal
programme to comply with these laws.

Science, technology and innovation­HELLA promotes transparent collaboration onscience, technology and innovation and recognises the need to ensure that scientific and technological developments have a positive impact onsociety and the environment.

Taxation­ ELLA endeavours to comply with tax law in theHcountries in which the Company is operating. The
tax guideline complies with OECD guidelines, andrealated tax risks are monitored by the Legal, Taxand Finance departments.

Legal monitoring­HELLA monitors legal developments at Group andbusiness division level and proactively identifies
potential risks. The anonymous whistleblowing
system "tellUs" is available to all stakeholders.

Fair competition­HELLA is committed to fostering a fair competitiveenvironment with partners and competitors. To
this end, a comprehensive antitrust risk management programme has been developed to raiseawareness among internal stakeholders and offer
preventative training activities.

­HELLA EU taxonomy KPIs: Sales, investments and operating expenses FY 2023
Taxonomyeligible

Taxonomy-noneligible

Taxonomyaligend

Not taxonomyaligned

Sales

21.6%

78.4%

21.6%

78.4%

Capital expenditure (CapEx)

21.1%

78.9%

20.5%

79.5%

Operating expenses (OpEx)

16.2%

83.8%

16.2%

83.8%

Key performance indicator­HELLA EU taxonomy KPIs: Sales, investments and operating expenses FY 2023 (incl. activity 3.3)
Taxonomyeligible

Taxonomy-noneligible

Taxonomyaligend

Not taxonomyaligned

Sales

25.4%

74.6%

25.4%

74.6%

Capital expenditure (CapEx)

23.5%

76.5%

22.9%

77.1%

Operating expenses (OpEx)

18.4%

81.6%

18.4%

81.6%

Key performance indicator

88
Annual report 2023 Non-financial report

Specifications for thecollection of taxonomy key
performance indicators
The denominators of the KPIs were determined inaccordance with the definition of the Delegated
Act of 6 July 2021 and its annexes supplementing
the EU Taxonomy Regulation. The underlying financial information was reviewed jointly by thefinance and project management teams to ensure
consistency and reconciliation with the annual financial statements. They are presented after
elimination of reciprocal transactions and comprise the entire scope of consolidation of theGroup (excluding companies consolidated using
the equity method). In order to avoid double
counting of various economic activities, ­HELLA
has set up a successive process and carried out
control activities. Sales, operating expenses andinvestments are identified at the division level andnot at the site level so as to take consolidation effects into account.

Turnover­ ELLA determines the relevant sales on the basis
Hof the analysed products. Total sales, which areused as the denominator for calculating the taxonomy disclosures, amount as at 31 December 2023
to €7.95 billion and correspond to the total sales
reported in the Company's consolidated financial
statements. The numerator is made up of thesales allocated to climate protection activities 3.4(€473.6 million) and 3.18 (€1,245.8 million). Taking
activity 3.3 into account, a further €304.3 million
is included in the numerator.

Capital expenditure (CapEx) andoperating expenses (OpEx)
Investments and operating expenses are disclosed taking into account materiality thresholds.
Economic activities that account for more than
0.5% of total taxonomy-relevant investments andoperating expenses were assessed qualitatively
in terms of their significance for ­HELLA. Costs thatwere classified as immaterial were not recognised
as taxonomy-eligible and are therefore not reported further. This applies primarily to investments
and operating expenses in connection withactivities 7.2. Renovation of existing buildings, 7.3.
Installation, maintenance and repair of energy-efficient appliances, 7.4. Installation, maintenanceand repair of charging stations for electric vehicles, 7.5. Installation, maintenance and repair of
instruments and equipment for measuring, regu-

lating and controlling the system performance ofbuildings and 7.6. Installation, maintenance andrepair of renewable energy technologies.
As at 31 December 2023, the investments used as
the denominator for calculating the taxonomy
figures amounted to €686.7 million, corresponding to the additions to property, plant and equipment and intangible assets over the period,
including capitalised development costs and additions in connection with business combinations.
The figures can be reconciled with the figures
presented in the consolidated financial statements and with the figures presented in the
consolidated cash flow statement (sections
30 Intangible assets and 31 Property, plant andequipment).
Investments in connection with taxonomy-eligible
and taxonomy-compliant sales were also categorised as taxonomy-eligible and taxonomy-aligned,with the numerator amounting to €140.8 million(€157.5 million including activity 3.3.). ­HELLA also
reports investments in the acquisition and ownership of buildings (climate change activity 7.7) thatare above the materiality threshold.
Operating expenses, which are used as thedenominator for calculating the taxonomy disclosures, amounted to €964.3 million as at
31 December 2023 and correspond to direct,
non-capitalised costs from non-capitalised research and development activities, building
renovation measures, short-term leases andother expenses in connection with the day-today maintenance of assets or property, plantand equipment. For the numerator, operating
expenses related to taxonomy-eligible and compliant sales were also categorised as taxonomy-eligible and compliant and estimated basedon the ratio of sales KPIs. They include expenses
for research and development, maintenance,servicing and repair of facilities and assets,building renovation measures and all other expenses for the day-to-day maintenance of assets. The total was €156.7 million (€177.5 million
including activity 3.3).

7,954.1

Total

100.0%

78.4%

21.6%

* Prior-year figures are not comparable due to the change in the reporting period.

6,234.7

1,719.4

Turnover of taxonomy non-eligibile
activities (B)B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Total (A.1 + A.2)

0.0%
21.6%

0%

0

0%

21.6%

21.6%

Y

Y

0%

0%

EL;
N/EL

0%

0%

0%

N

N

Y; N;
N/EL

Turnover of taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned) (A.2)

0

21.6%

21.6%

15.7%

6.0%

Y; N;
N/EL

Climate change mitigation (5)
EL;
N/EL

0

Portion of turnover, 2023 (4)%Water (7)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Pollution (8)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Circular economy (9)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Biodiversity (10)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Climate change mitigation (11)
Y

Y

Y

Y

Y/N

Climate change adaptation (12)
Y

Y

Y

Y

Y/N

Water (13)
Y

Y

Y

Y

Y/N

Y

Y

Y

Y

Y/N

Pollution (14)DNSH criteria('Does Not Significantly Harm')

Y

Y

Y

Y

Y/N

Circular economy (15)Substantial Contribution Criteria

Climate change adaptation (6)A.2 Taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned activities)

Of which Transitional

1,719.4

Of which Enabling

1,245.8

1,719.4

CCM
3.18

Manufacture of automotive and mobility
components

473.6€ million

Turnover (3)Turnover of environmentally
sustainable activities (taxonomyaligned) (A.1)

CCM
3.4

Code (2)Manufacture of batteries

A.1. Environmentally sustainable
activities (taxonomy-aligned)

A. TAXONOMY-ELIGIBLE ACTIVITIES

Economic activities (1)

2023

Y

Y

Y

Y

Y/N

Biodiversity (16)Fiscal year 2023

Minimum safeguards (17)
Y

Y

Y

Y

Y/N

%

Portion oftaxonomyaligend(A.1.) or
taxonomyeligible (A.2.)
turnover,
2022
(18)*
Category enabling activity (19)
E

E

E

E

Category transitional activity (20)
T

T

89

Annual Report 2023 Non-financial report – Reporting forms

Reporting forms in accordance with the EU Taxonomy Regulation (EU-Tax-VO)

Share of sales associated with taxonomy-aligned business activities

7,954.1

Total

100.0%

74.6%

25.4%

* Prior-year figures are not comparable due to the change in the reporting period.

5,930.5

2,023.7

Turnover of taxonomy-non-eligible
activities (B)B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Total (A.1 + A.2)

0.0%
25.4%

0%

0

0%

25.4%

25.4%

Y

Y

Y

0%

0%

EL;
N/EL

0%

0%

0%

N

N

N

Y; N;
N/EL

Turnover of taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned) (A.2)

0

25.4%

25.4%

3.8%

15.7%

6.0%

Y; N;
N/EL

Climate change mitigation (5)
EL;
N/EL

0

Portion of turnover, 2023 (4)%Climate change adaptation (6)A.2 Taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned activities)

Of which Transitional

2,023.7

304.3

Of which Enabling

CCM
3.3

Manufacture of low carbon technologies
for transport

1,245.8

2,023.7

CCM
3.18

Manufacture of automotive and mobility
components

473.6€ million

Absolute turnover (3)Turnover of environmentally
sustainable activities (taxonomyaligned) (A.1)

CCM
3.4

Code (2)Manufacture of batteries

A.1. Environmentally sustainable
activities (taxonomy-aligned)

A. TAXONOMY-ELIGIBLE ACTIVITIES

Economic activities (1)Water (7)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Pollution (8)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Circular economy (9)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Biodiversity (10)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Climate change mitigation (11)
Y

Y

Y

Y

Y

Y/N

Climate change adaptation (12)
Y

Y

Y

Y

Y

Y/N

Y

Y

Y

Y

Y

Y/N

Water (13)DNSH criteria('Does Not Significantly Harm')

Y

Y

Y

Y

Y

Y/N

Pollution (14)Substantial Contribution Criteria

Y

Y

Y

Y

Y

Y/N

Circular economy (15)

2023

Y

Y

Y

Y

Y

Y/N

Biodiversity (16)Fiscal year 2023

Minimum safeguards (17)
Y

Y

Y

Y

Y

Y/N

%

Portion oftaxonomyaligend(A.1.) or
taxonomyeligible (A.2.)
turnover,
2022
(18)*
Category enabling activity (19)
E

E

E

E

E

Category transitional activity (20)
T

T

90

Annual Report 2023 Non-financial report – reporting forms

Reporting forms in accordance with the EU Taxonomy Regulation (EU-Tax-VO)

Share of sales associated with taxonomy-aligned business activities(incl. voluntary information on climate change mitigation activity 3.3.)

100.0%

78.9%

21.1%

0.6%

0.6%

0

20.5%

20.5%

10.8%

9.7%

%

Portion of CapEx, 2023 (4)* Prior-year figures are not comparable due to the change in the reporting period.

686.7

Total

144.8

4.0

4.0

541.9

CCM
7.7

0

CapEx of taxonomy-non-eligible activities

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Total (A.1 + A.2)

CapEx of taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned) (A.2)

Acquisition and ownership of buildings

A.2 Taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned activities)

Of which Transitional

140.8

Of which Enabling

74.0

140.8

CCM
3.18

Manufacture of automotive and mobility
components

66.9€ million

CapEx (3)CapEx of environmentally sustainable
activities (taxonomy-aligned) (A.1)

CCM
3.4

Code (2)Manufacture of batteries

A.1. Environmentally sustainable
activities (taxonomy-aligned)

A. TAXONOMY-ELIGIBLE ACTIVITIES

Economic activities (1)

2023

21.1%

0%

N/EL

EL;
N/EL

0%

20.5%

20.5%

Y

0%

0%

N/EL

EL;
N/EL

0%

0%

0%

N

N

Y; N;
N/EL

Climate change mitigation (5)Y

Climate change adaptation (6)

Y; N;
N/EL

Water (7)
0%

0%

N/EL

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Pollution (8)
0%

0%

N/EL

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Circular economy (9)
0%

0%

N/EL

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Biodiversity (10)
0%

0%

N/EL

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Climate change mitigation (11)
Y

Y

Y

Y

Y/N

Climate change adaptation (12)
Y

Y

Y

Y

Y/N

Water (13)
Y

Y

Y

Y

Y/N

Y

Y

Y

Y

Y/N

Pollution (14)DNSH criteria('Does Not Significantly Harm')

Y

Y

Y

Y

Y/N

Circular economy (15)Substantial Contribution Criteria

Y

Y

Y

Y

Y/N

Biodiversity (16)Fiscal year 2023

Minimum safeguards (17)
Y

Y

Y

Y

Y/N

%

Portion oftaxonomyaligend(A.1.) or
taxonomyeligible (A.2.)
CapEx,
2022(18)*
Category enabling activity (19)
E

E

E

E

Category transitional activity (20)
T

T

91

Annual Report 2023 Non-financial report – reporting forms

Reporting forms in accordance with the EU Taxonomy Regulation (EU-Tax-VO)

CapEx share associated with taxonomy-aligned business activities

100.0%

76.5%

23.5%

0.6%

0.6%

0

22.9%

22.9%

2.4%

10.8%

9.7%

%

Portion of CapEx, 2023 (4)* Prior-year figures are not comparable due to the change in the reporting period.

686.7

Total

161.5

4.0

4.0

525.2

CCM
7.7

0

CapEx of taxonomy-non-eligible activities

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Total (A.1 + A.2)

CapEx of taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned) (A.2)

Acquisition and ownership of buildings

Taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned activities) (A.2)

Of which Transitional

157.5

16.7

Of which Enabling

CCM
3.3

Manufacture of low carbon technologies
for transport

74.0

157.5

CCM
3.18

Manufacture of automotive and mobility
components

66.9€ million

CapEx (3)CapEx of environmentally sustainable
activities (taxonomy-aligned) (A.1)

CCM
3.4

Code (2)Manufacture of batteries

A.1. Environmentally sustainable
activities (taxonomy-aligned)

A. TAXONOMY-ELIGIBLE ACTIVITIES

Economic activities (1)

2023

23.5%

0%

N/EL

EL;
N/EL

0%

22.9%

22.9%

Y

Y

0%

0%

N/EL

EL;
N/EL

0%

0%

0%

N

N

N

Y; N;
N/EL

Climate change mitigation (5)Y

Climate change adaptation (6)

Y; N;
N/EL

Water (7)
0%

0%

N/EL

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Pollution (8)
0%

0%

N/EL

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Circular economy (9)
0%

0%

N/EL

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Biodiversity (10)
0%

0%

N/EL

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Climate change mitigation (11)
Y

Y

Y

Y

Y

Y/N

Climate change adaptation (12)
Y

Y

Y

Y

Y

Y/N

Water (13)
Y

Y

Y

Y

Y

Y/N

Y

Y

Y

Y

Y

Y/N

Pollution (14)DNSH criteria('Does Not Significantly Harm')

Y

Y

Y

Y

Y

Y/N

Circular economy (15)Substantial Contribution Criteria

Y

Y

Y

Y

Y

Y/N

Biodiversity (16)Fiscal year 2023

Minimum safeguards (17)
Y

Y

Y

Y

Y

Y/N

%

Portion oftaxonomyaligend(A.1.) or
taxonomyeligible (A.2.)
CapEx,
2022(18)*
Category enabling activity (19)
E

E

E

E

E

Category transitional activity (20)
T

T

92

Annual Report 2023 Non-financial report – reporting forms

Reporting forms in accordance with the EU Taxonomy Regulation (EU-Tax-VO)

Share of CapEx associated with taxonomy-aligned business activities(incl. activity 3.3.)

964.3Total

100.0%

83.8%

16.2%

* Prior-year figures are not comparable due to the change in the reporting period.

807.6

156.7

OpEx of taxonomy-non-eligible activities

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Total (A.1 + A.2)

0.0%
16.2%

0%

0

0%

16.2%

16.2%

Y

Y

0%

0%

EL;
N/EL

0%

0%

0%

N

N

Y; N;
N/EL

OpEx of taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned) (A.2)

0

16.2%

16.2%

12.4%

3.8%

Y; N;
N/EL

Climate change mitigation (5)
EL;
N/EL

0

Portion of OpEx, 2023 (4)%Water (7)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Pollution (8)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Circular economy (9)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Biodiversity (10)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

Y; N;
N/EL

Climate change mitigation (11)
Y

Y

Y

Y

Y/N

Climate change adaptation (12)
Y

Y

Y

Y

Y/N

Water (13)
Y

Y

Y

Y

Y/N

Y

Y

Y

Y

Y/N

Pollution (14)DNSH criteria('Does Not Significantly Harm')

Y

Y

Y

Y

Y/N

Circular economy (15)Substantial Contribution Criteria

Climate change adaptation (6)A.2 Taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned activities)

Of which Transitional

156.7

Of which Enabling

119.6

156.7

CCM
3.18

Manufacture of automotive and mobility
components

37.1€ million

OpEx (3)OpEx of environmentally sustainable
activities (taxonomy-aligned) (A.1)

CCM
3.4

Code (2)Manufacture of batteries

A.1. Environmentally sustainable
activities (taxonomy-aligned)

A. TAXONOMY-ELIGIBLE ACTIVITIES

Economic activities (1)

2023

Y

Y

Y

Y

Y/N

Biodiversity (16)Fiscal year 2023

Minimum safeguards (17)
Y

Y

Y

Y

Y/N

%

Portion oftaxonomyaligend(A.1.) or
taxonomyeligible (A.2.)
OpEx,
2022
(18)*
Category enabling activity (19)
E

E

E

E

Category transitional activity (20)
T

T

93

Annual Report 2023 Non-financial report – reporting forms

Reporting forms in accordance with the EU Taxonomy Regulation (EU-Tax-VO)

OpEx share associated with taxonomy-aligned business activities

964.3Total

100.0%

81.6%

18.4%

* Prior-year figures are not comparable due to the change in the reporting period.

786.8

177.5

OpEx of taxonomy-non-eligible activities

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Total (A.1 + A.2)

0.0%
18.4%

0%

0

0%

18.4%

18.4%

Y

Y

Y

0%

0%

EL;
N/EL

0%

0%

0%

N

N

N

Y; N;
N/EL

OpEx of taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned) (A.2)

0

18.4%

18.4%

2.2%

12.4%

3.8%

Y; N;
N/EL

Climate change mitigation (5)
EL;
N/EL

0

Portion of OpEx, 2023 (4)%Water (7)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Pollution (8)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Circular economy (9)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Biodiversity (10)
0%

0%

EL;
N/EL

0%

0%

N/EL

N/EL

N/EL

Y; N;
N/EL

Climate change mitigation (11)
Y

Y

Y

Y

Y

Y/N

Climate change adaptation (12)
Y

Y

Y

Y

Y

Y/N

Water (13)
Y

Y

Y

Y

Y

Y/N

Y

Y

Y

Y

Y

Y/N

Pollution (14)DNSH criteria('Does Not Significantly Harm')

Y

Y

Y

Y

Y

Y/N

Circular economy (15)Substantial Contribution Criteria

Climate change adaptation (6)A.2 Taxonomy-eligible but notenvironmentally sustainable activities(not taxonomy-aligned activities)

Of which Transitional

177.5

20.8

Of which Enabling

CCM
3.3

Manufacture of low carbon technologies
for transport

119.6

177.5

CCM
3.18

Manufacture of automotive and mobility
components

37.1€ million

OpEx (3)OpEx of environmentally sustainable
activities (taxonomy-aligned) (A.1)

CCM
3.4

Code (2)Manufacture of batteries

A.1. Environmentally sustainable
activities (taxonomy-aligned)

A. TAXONOMY-ELIGIBLE ACTIVITIES

Economic activities (1)

2023

Y

Y

Y

Y

Y

Y/N

Biodiversity (16)Fiscal year 2023

Minimum safeguards (17)
Y

Y

Y

Y

Y

Y/N

%

Portion oftaxonomyaligend(A.1.) or
taxonomyeligible (A.2.)
OpEx,
2022
(18)*
Category enabling activity (19)
E

E

E

E

E

Category transitional activity (20)
T

T

94

Annual Report 2023 Non-financial report – reporting forms

Reporting forms in accordance with the EU Taxonomy Regulation (EU-Tax-VO)

OpEx share associated with taxonomy-aligned business activities (incl. 3.3)

95
Annual report 2023 Non-financial report

Climate change
Strategy
Climate protection is a central field of action in the­HELLA sustainability strategy, as climate change
and the associated effects pose enormous challenges for people and the environment. ­HELLA isaware that its own business activities and activities in the value chain have an impact on the climate. By implementing its own climate protection
strategy, the Company is contributing to decarbonising the economy and protecting the planet
for future generations.

Management of impacts,
risks and opportunities
Climate protection activities are coordinated by
the cross-divisional Sustainability Council under
the direction of the Corporate Sustainability Office. This is also where the continuous reduction ofgreenhouse gas emissions from business operations is tracked and current developments are
regularly reported to the Management Board.
Project teams, which are staffed internationallyand cross-functionally as needed, develop packages of measures that are implemented on site bytechnical experts.
To manage Scope 1 and Scope 2 emissions, Real
Estate Management records, consolidates andanalyses Company-wide energy consumption andthe resulting emissions. Specialists also manage
the activities regarding the purchase and self-generation of renewable energies and the reductionof energy consumption.
Activities relating to emissions in the upstream
and downstream value chain (Scope 3) are coordinated by the Sustainability Office with the involvement of the specialist departments. The emissions
are calculated in cooperation with the consultancy
Deloitte. The Sustainability Council monitors the
progress of the relevant measures to ensure thatthe climate targets are realised.

Policies
The ­HELLA policy on environmental protection
and health and safety (EHS Policy) addresses theprotection of resources, the use of renewableenergy and the reduction of greenhouse gas
emissions. ­HELLA is also planning to roll out adedicated climate protection policy in the coming
reporting period. ­HELLA sets out climate protection requirements for business partners in the
supply chain in the Code of Conduct for Suppliersand Service Providers and in the Quality Guideline, among other things.

Engagement with own workforce
and workers' representatives­ ELLA offers employees information on climate
H
protection via various communication channels
such as town hall meetings or intranet articles.
The Sustainability Office is the point of contact forsustainability-related questions and suggestions.
Feedback on the Company's sustainability performance is also obtained in the global employee
survey. Interested employees can expand theirknowledge of climate protection, contribute theirideas to the FORVIA climate protection networkand exchange ideas with each other.

Actions on material impacts,
risks and opportunities
Mitigating climate change­HELLA determines the carbon footprints of numerous innovation projects to identify reduction
levers and pursue targeted product carbon savings together with suppliers and customers. In thereporting period, the Company was able to further
increase transparency with regard to carbon
emissions and, for example, obtain more primarydata on materials from the supply chain and logistics. The Company pursues reduction measures inline with the three central approaches "Use less,Use Better, Use Longer". Corresponding actionplans are part of the strategic planning process
and are to be further expanded.
Use less
Reducing the carbon footprint starts with reducing the consumption of resources. ­HELLA promotes measures such as the lightweight
construction of products and energy efficiency
and thereby aims to reduce the use of materials
and resources. Saving energy in manufacturing
and thus also reducing emissions make a contribution to climate protection at ­HELLA. Against
this background, the Company has intensified
the “Think.Act.Save!” initiative for systematicenergy saving. The initiative has created a network of specialists in manufacturing who identify
and implement local energy saving measures.
The measures are followed up via the Company-wide tool for improvement projects. This ensures timely and efficient implementation as wellas effective scaling and dissemination of projects
within the Company.

96
Annual report 2023 Non-financial report

Use better­HELLA endeavours to supply energy from renewable sources. In the 2023 fiscal year, the Company
further expanded its own renewable electricity
generation. During the year, photovoltaic systems
were commissioned at the production sites inChangchun, China, as well as in Hamm and Recklinghausen, Germany, and a ground-mounted
system at the logistics centre in Erwitte is underconstruction. The expansion of the plant in Ghiroda, Romania, will also be equipped with solar energy and geothermal energy.
Sustainable procurement practices play a crucialrole in the management of Scope 3 emissions.
­HELLA plans to reduce its carbon footprint, forexample by increasing the use of secondary materials for products and the use of energy from renewable sources in the supply chain as well.
Efficient logistics that take greenhouse gas emissions into account are also part of the action plans.
Use longer­HELLA conducts research and development topromote the recycling and reuse of products andmaterials as well as waste streams. By promoting
longevity and the circular economy, the Company
is helping to minimise the consumption of natural
resources. Further notes is provided in the chapter on the circular economy.
Adaptation to climate change­HELLA analyses physical climate risks to prepare
for the possible effects of climate change and takeappropriate local measures. A comprehensive
analysis enables potential risks to be better understood, making it possible to develop appropriate adaptation strategies. This can help tominimise physical damage, strengthen the resilience of infrastructures and mitigate long-term
economic impacts. ­HELLA has analysed the physical climate risks at its production sites according
to two IPCC scenarios (SSP2 4.5 and SSP5 8.5) for
the time horizons 2030 and 2050. The Company
has assessed the locations accordingly with regard to their exposure to two climate risks:
 ffects of acute climate risks, i.e. risks fromE
natural events with destructive consequences such as floods, extreme storms, heavy
rainfall, forest fires or heat waves.
I mpacts of chronic climate risks caused bylong-term changes in the average andvariability of climate patterns, such as higher
temperatures or humidity or increasingwater stress.

Against this background, ­HELLA is developing ashort and medium-term action plan for adapting
to climate change in cooperation with the parent
company FORVIA, which is to be implemented in
the functions and units as required. In the reporting period, ­HELLA already had an early warning
system in place to monitor natural disasters andweather phenomena such as storms, floods, extreme temperatures, earthquakes and others for
production sites to respond to natural events accordingly. Further local measures, for example inrelation to heatwaves and occupational healthand safety, are being implemented.

Targets and metrics
In 2021, ­HELLA’s Management Board set the following climate targets for the Company and specified them in the reporting period.
B y 2025, ­HELLA aims to reduce carbon emissions at its own production, administrationand development sites with an area of morethan 900 square metres by 80% in absoluteterms (Scope 1 & 2 in reference to the Greenhouse Gas Protocol (GHG)). Remaining, unavoidable carbon emissions are to be offset bycertified climate protection projects.
B y no later than 2025, ­HELLA will exclusively
source electricity from renewable sources
worldwide (100%).
B y 2025, the Company will reduce the specificelectricity intensity (kWh in relation to €1,000of sales) in production by 20 percent (baseyear 2019).
B y 2030, ­HELLA aims to reduce carbon emissions (Scope 3.1–3.15 excluding Scope 3.11
use of sold products) in reference to the GHG
by 38% compared to the base year 2019.
­HELLA is aiming for net zero emissions along
the entire value chain by 2045 at the latest.

97
Annual report 2023 Non-financial reporttext of the use of purchased electricity and district
heating (Scope 2).

­ ELLA calculates greenhouse gas emissions inH
reference to the requirements of the Greenhouse
Gas Protocol. Accordingly, direct emissions (Scope1) arise from energy sources owned by the Company. ­HELLA takes into account gas use for heating, emissions from combined heat and power
plants and electricity generators, and fuel consumption for vehicle fleets and refrigerants. H­ ELLAtakes indirect emissions into account in the con-Compared to the prior fiscal year, carbon intensity
in Scope 1 and Scope 2 was reduced, which is partly due to successful energy saving programmes aswell as an increase in the share of electricity fromrenewable sources.

­HELLA CO2 emissions (Scope 1, 2 and 3)* in tonnes CO2e
Fiscal/calendar year

2019

2022

2023

56,68048,83037,000293,240

182,250

205,860

1,766,420

1,527,720

1,903,520

TargetScope 1
Scope 1 – direct emissions from owned orcontrolled sources
Scope 2
Scope 2 – indirect emissions from thegeneration of purchased electricity, heat and
steam

2025:
-80% vs. 2019absolute(0 emissions incl.
compensation)

Scope 3
Scope 3.1 Purchased goods
Scope 3.1 Purchased services

57,34076,70099,750Scope 3.2 Capital goods

224,770

250,500

212,630

S cope 3.3 Fuel and energy-related activities

70,64066,31053,460Scope 3.4 Transport and distribution (upstream)

125,280

167,310

142,780S
 cope 3.5 Waste generated in production

13,89017,15027,330Scope 3.6 Business travel

10,81012,29023,040Scope 3.7 Employee commuting

53,69035,05040,310S cope 3.8 Leased assets

7,190

6,770

8,200

S
 cope 3.9 Transport and distribution(downstream)

52,88062,61066,330Scope 3.10 Processing of products sold

191,110

185,680

210,110

 cope 3.12 End-of Life treatment of soldS
products

246,610

205,780

207,580

85,66041,01021,480Scope 3.11 Use of sold products

Scope 3.15 Investments

6,485,190

6,554,770

6,876,230

Total emissions (Scope 1, 2 and 3)

9,741,390

9,440,720

10,135,600

2030:-38% vs. 2019

*Detailed information on the methodology used to calculate carbon emissions can be found in the annex to the non-financial report.

98
Annual report 2023 Non-financial report

Emissions along the value chain (Scope 3) accountfor 98% of H
­ ELLA's carbon footprint. They include,for example, emissions caused by purchased
goods and services, transportation, during product use or at the end of a product's life.
In order to reduce Scope 2 emissions as a priority,­HELLA is continuously working on reducing energy consumption and increasing the proportion ofelectricity from renewable energy sources. The

Company’s target is to supply 100% of its sites withelectricity from renewable sources in 2025. For
this purpose, a roadmap was developed that provides for a country-based, step-by-step conversion of energy procurement to electricity fromrenewable sources as well as self-generation. In
the reporting period, 32 per cent of the purchased
electricity demand was already covered by renewable energy.

Energy consumption at ­HELLA and proportion of electricity from renewable sources*
Fiscal/calendar year

2019

2022

2023

GWh (absolute)

900.6

816.0

785.4

0

27%

32%

% share of electricity from renewable sources* Consideration of green electricity contracts with and without certificates, the Company's own solar power generation and energy
attribute certificates. Consumption data from 1 November 2022 to 31 October 2023 available. Data for calendar years 2019 and 2022
recalculated and not audited due to change in ­HELLA reporting period.

Energy intensity at ­HELLA*
Fiscal/calendar year

2019

2022

2023

Target 2025

Energy intensity (kWh/€1,000 product sales)

139.8

118.9

104.9

-20% vs. 2019

* Consumption data from 1 November 2022 to 31 October 2023 available. Data for calendar years 2019 and 2022 recalculated
and not audited due to change in ­HELLA reporting period.

CO2 intensity Scope 1 und 2*
Fiscal/calendar year

2019

2022

2023

Target 2023

CO² intensity Scope 1 & 2 (CO²e t/mil. € productsales)

54.3

33.7

32.4

-20% vs. 2019

* Consumption data from 1 November 2022 to 31 October 2023 available. Data for calendar years 2019 and 2022 recalculated
and not audited due to change in ­HELLA reporting period.

99
Annual report 2023 Non-financial report

Environmental management
Strategy­ ELLA endeavours to reduce its ecological footHprint and make a positive contribution to protecting the planet. Both our own production activities
and the actions of our partners in the value chain
have an impact on the environment, for example
by consuming resources, releasing emissions andgenerating waste. Another aspect is that ­HELLA
and business partners along the value chain use
materials that can have a negative impact on theenvironment and health if handled improperly.
Key reporting topics in the area of environmental
management therefore include: ollution
P­HELLA has introduced global guidelines for
production processes and the responsible
handling of chemical substances to significantly reduce the risk of unintentional release
into the environment and thus prevent potential pollution of water, soil and air.
 aterW
Water as a global resource is becoming scarcer, but is crucial for the preservation of ecosystems and their biodiversity. H­ ELLA
records its own water withdrawal and has set
out the aim of reducing the impact of production on water stress and maintaining local
water quality in the EHS Policy.
Circular economy – waste
Systematic waste management that prioritises recycling over landfill is part of the environmental management system. ­HELLA
production sites worldwide are implementing
measures to reduce scrap and waste and are
already using reusable packaging for a largepart of their business with car manufacturers.
The management of pollution, water and waste aswell as Group-wide requirements and processes
are controlled by ­HELLA's central, regional andsite-specific environmental management. Corresponding details are noted below. Further details
on the focal points, actions, objectives and metrics can be found in the respective sub-chapters.

Management of impacts,
risks and opportunities­ ELLA minimises negative effects by complying
Hwith legal regulations and taking risk-based, preventive measures. To this end, the Company isestablishing environmental management systems
worldwide in accordance with the international
standard ISO 14001 for its own production sites(excluding the subsidiary Docter Optics). Part of
the ISO 14001-certified environmental management system is the identification of risks as well as
the monitoring and continuous improvement ofenvironmental performance. Accordingly, ­HELLA
implements relevant site-specific measures tomanage the key environmental aspects and impacts that lead to a reduction in resource consumption, waste generation and the ecologicalfootprint.
At its own production sites, ­HELLA relies on a network of environmental, health protection and occupational safety officers, which is supplemented
by regional and Group-wide functions. ­HELLA
carries out regular environmental audits at its
production sites, which take into account the interests of and obligations towards stakeholder
groups such as employees, authorities, customers
and local residents. The results and environmental performance are regularly reported to local
management and the ­HELLA Management Board.
Through Company-wide specifications and processes for product development, ­HELLA ensures
global standards with regard to quality, productsafety and environmental protection at an earlystage. For example, the ­HELLA environmental
standard stipulates that products are to be designed in a way that conserves resources, thatwaste and pollutants are to be avoided and thatlightweight construction to be promoted. Further
production specifications ensure waste-avoiding
manufacturing. Best practices are shared in theinternational, Group-wide network of EHS managers. Regular internal and external audits check thesite-specific implementation of the requirements.
­ ELLA is aware of the crucial role that businessHpartners in the value chain, especially direct andsub-suppliers, play in reducing the environmental
footprint and minimising negative impacts. Co-operation with suppliers in their commitment to environmental protection is therefore part of­HELLA's sustainability efforts. Sustainable procurement practices include requirements for certified environmental management systems at
suppliers, a valid sustainability assessment fromthe rating provider Ecovadis and efforts to reducecarbon emissions and reusable packaging.

100
Annual report 2023 Non-financial report

Policies
As part of ­HELLA's environmental, health andsafety policy, ­HELLA is committed to protecting
employees and nature. It includes the following
requirements:
 ompliance with legal regulations and otherC
obligations and respect for the rights of people
and natureSafe and healthy working conditions for employees and business partners
 argets for the continuous improvement ofT
environmental protection, health and safety reventive approach to eliminating hazards
Pand systematic risk analyses ommitment to the use of renewable energies
Cand to continuous improvement in the consumption of water, the generation of waste
and hazardous substancesInvolvement of stakeholders
The ­HELLA Code of Conduct for Suppliers andService Providers and the Global Purchasing
Terms and Conditions set out corresponding specifications on environmental requirements forbusiness partners.

Engagement with own workforce
and workers' representatives­ ELLA involves its own employees, employeeHrepresentatives and business partners such as
suppliers and customers in its environmental,
health and safety activities. In Germany, for example, ­HELLA works together with the environmental committee of the works council. The local
environmental managers are the first point ofcontact for employees.

Actions on material impacts,
risks and opportunities
In the reporting period, ­HELLA and its parent company FORVIA jointly defined environmental standards as part of the new FORVIA Excellence System(FES), which are to be rolled out gradually. The FES
programme describes environmental standards
as an integral part of operational excellence at
FORVIA and sets out requirements for reducing
the environmental footprint and for environmentally sound business practices. The introduction ofthese environmental standards as part of the Excellence Initiative sets internal requirements for
ecological responsibility, while at the same time
promoting efficiency, quality and innovation in
operational processes.

Metrics and targets­HELLA production locations with certified environmental management system*
Fiscal year2023

Share of production sites certified under ISO 14001

100%

Direct and indirect employees (as a %) at production sites
which are covered by a certified environmental management system

100%* Including sites where only the main production site is certified. KPI does not include Docter Optics' four production sites, three of whichare ISO 14001 certified. Due to the short financial year 2022, the KPIs are not comparable with the previous reporting period.

101
Annual report 2023 Non-financial report

Pollution
Voluntary reporting information
Actions on material impacts,
risks and opportunities­HELLA is aware of the potential impact of production processes and the chemicals used on the environment and health and has introduced strict
guidelines for their responsible handling. This includes, among other things, the substitution of
hazardous substances with environmentallyfriendly alternatives, where economically viable,
to ensure compliance with international standards and regulations. The conscientious handlingof hazardous substances extends throughout the
supply chain and promotes transparency and responsibility. For example, ­HELLA uses the International Material Data System (IMDS), an instrumentin the automotive industry that serves as a central
platform for the management and exchange of
information on the materials used. It helps theCompany to monitor environmental regulations
such as the REACH Regulation and to fulfil customer-specific requirements by declaring the materialand chemical compositions of components andproducts along the entire value chain. The IMDS
plays a crucial role in complying with regulations
limiting the use of hazardous substances in vehicles and vehicle components. The comprehensive
database creates transparency in the supply chain
and supports the industry's endeavours towards
greater sustainability.

conditions and the avoidance of environmental
pollution during production. ­HELLA evaluates theuse of carcinogenic, mutagenic or reprotoxic substances (CMR) in its own production processes.
Material safety data sheets (MSDS) are analysed
accordingly and specifications for the safe storage and handling of these substances are in place.

Waste
Voluntary reporting information
Actions on material impacts,
risks and opportunities
Efficient waste management is a cornerstone of­HELLA's environmental management. The Company has introduced programmes to reduce scrap
and waste and promotes recycling initiatives andreusable packaging. This comprehensive approach is based on the principles of the circular
economy and focuses on the reuse and recyclingof materials to minimise waste.
Metrics and targets­HELLA aims to reduce waste intensity by nine percent by the end of the fiscal year 2025 and by 13
per cent by 2027 compared to the base year 2019.

­ ELLA utilises substances of very high concern
H(SVHC) in processes and products. As part ofproduct development, the Company examines
whether these can be replaced and defines
specifications such as adapted health and safety

Waste at H
­ ELLA production sites* in tonnes
Fiscal/calendar year
Waste generation (without one-time effects such as demolition
waste) in tonnes

2019

2022

2023

30,43930,43733,608of which hazardous waste

n.s.

n.s.

1,844

of which non-hazardous waste

n.s.

n.s.

31,764

Waste intensity (waste tonnes/mil. € product sales)

4.7

4.4

4.5

* Waste data from 01/11/2022 to 31/10/2023 available. The new production site in Olomouc, Czech Republic, is not included in the KPI
calculation as production was ramped up in 2023. Data for calendar years 2019 and 2022 recalculated and not audited due to change in­HELLA reporting period.

102
Annual report 2023 Non-financial report

Water
Voluntary reporting information
Actions on material impacts,
risks and opportunities­HELLA considers water-related risks at the production sites. To this end, the Company uses theWorld Resources Institute (WRI) Aqueduct Water
Risk Atlas to analyse site-specific risks in connection with maintaining water quality and avoiding
water stress. As part of the ISO 14001-certified
environmental management system and local
regulatory requirements for water use and disposal, significant effects of ­HELLA production onwater quality and biodiversity are taken into account. ­HELLA implements targeted water-saving
measures on site. These include the detection ofleaks or regional planting, which generally does
not require irrigation. Cooling circuits in production are closed or open circuit systems.
Promoting the responsible use of water among
employees is a topic that will be increasingly promoted in future as part of the FORVIA Excellence
System.
Metrics and targets
In the reporting period, ­HELLA production sites
set themselves site-specific targets and tracked
these locally. A Group-wide target is to be adopted
in the coming 2024 reporting period.

Water withdrawal at ­HELLA production sites*
Fiscal/calendar year

2022

2023

874,300

869,534

Fiscal/calendar year

2022

2023

Intensity of water consumption (water m³/ mil. € product sales)

127

116

Water withdrawal (from all sources for all purposes)at ­HELLA production sites in m³

Water withdrawal intensity at ­HELLA production sites** Water data available from 1 November 2022 to 31 October 2023. The new production site in Olomouc, Czech Republic, is not includedin the KPI calculation as production was ramped up in 2023. Data for calendar years 2019 and 2022 recalculated and not audited due tochange in ­HELLA reporting period.

103
Annual report 2023 Non-financial report

Circular economy
Strategy

Policies

The circular economy harbours opportunities:
The transition to a circular economy ensures thelong-term availability of resources and is a key
contributor to the reduction of carbon emissions
along the value chain. The growing market demand for products that take aspects of the circular
economy into account and, for example, increasingly use secondary materials, harbours growth
opportunities and competitive advantages.
­HELLA's activities along the value chain have an
impact on the transition to a circular economy.
Core aspects at H
­ ELLA include product design fora circular economy, the use of secondary materials and waste-avoiding production.

Through Company-wide specifications and processes for product development, ­HELLA ensuresconsistent standards worldwide with regard toquality, product safety and environmental management. The ­H ELLA environmental standard
stipulates, among other things, that products
are to be designed in a way that conserves resources, that waste and pollutants are to be
avoided and that lightweight construction is tobe promoted. Further production specifications
ensure waste-avoiding manufacturing.

Management of impacts,
risks and opportunities­ ELLA consistently aligns its own product range
Hwith market requirements and trends. This also
includes aspects of the circular economy, and theCompany intends to gradually expand its activities
in this area over the coming years. As part of theannual strategic planning ­HELLA reviews the current strategic orientation of the individual business divisions or central functions and develops
and decides on new strategic initiatives. The central Strategy department steers and moderates
this process, which the business divisions and themembers of the Management Board actively help
to shape. The result is the ­HELLA technology
roadmap, in which product developments areprioritised and budgeted. In this way, ­HELLA ensures that innovations are developed in line withmarket requirements. In the reporting period,­HELLA also took into account strategic levers for
reducing its carbon footprint and promoting thetransformation to a circular economy as part of its
strategic planning.
The respective business segments are responsible for the exact design of the products from theproduct idea to series production. To this end, theemployees of the international ­HELLA development centres work closely with the customer-oriented product centres. This also ensurescoordination and alignment with customer-specific requirements, for example regarding the service life of the products, the use of secondary
materials or recyclability at the end of the product's life. The specialist departments support the
product development projects with their respective expertise. The Management Board is informed
about progress at regular meetings.

Actions on material impacts,
risks and opportunities
Contributors to the promotion of the circular economy can be found in the H­ ELLA product range, forexample in the sale of spare parts. The Company
plans to expand its focus on the circular economy
and is investing accordingly in business activities
and research and development activities.
Spare parts for vehicles
The automotive industry's spare parts business
contributes to circularity. In its Lifecycle Solutions
business group, ­HELLA develops, manufacturesand sells, among other things, replacement vehicle
parts for independent dealers and independentworkshops, which are designed to extend the value
and service life of a vehicle. The product range ofthe spare parts business for independent garages
comprises more than 45,000 parts. In the Lighting
and Electronics business divisions, ­HELLA produces spare parts for its own product portfolio in
ongoing series production and post-series production, mainly within the framework of legal requirements for vehicle manufacturers. ­HELLA spareparts help to conserve resources and reduce theecological footprint of the automotive industry.
Product design for a transition
to a circular economy
Circular product design aims to extend thelifespan of products, enable them to be repaired
and reused and to recycle or reutilise materials at
the end of their life. ­HELLA is researching appropriate solutions and incorporating the findings
into product development. In the reporting period, ­HELLA is working with partners in the value
chain to investigate, for example, how headlamps
can be designed and produced more sustainable.
Accordingly, the NALYSES project considers theentire product life cycle, from the purchase ofmaterials to possible repairs and recyclability.
­HELLA also researches and develops resource-

104
Annual report 2023 Non-financial reportsaving product solutions that make mechanicalcomponents redundant and replaces them withdigital solutions. The steer-by-wire functionality
makes it possible to steer vehicles using digital
signals without a mechanical connection between
the steering wheel and wheels. Brake-by-wiresystems offer corresponding options for digital
instead of mechanical brake control. Smart Car
Access options are intended to make the radio key
superfluous for vehicle users by having the key
function assumed by an app on the mobile phone.
Efficient resource utilisation andintegration of secondary materials
The efficient use of resources and the integrationof secondary materials are crucial for a circular
economy in which the life cycles of materials areextended and waste volumes are reduced. The
gradual integration of recycled materials into
­HELLA products not only reduces the need for
new raw materials, but also minimises the environmental impact of resource extraction andgenerates cost benefits. ­HELLA endeavours to use
resources efficiently, promotes lightweight con-struction and waste avoidance and strives to increase the use of secondary materials such as
recycled plastics and metals. The Company is inclose dialogue with customers and suppliers regarding the selection of recycled materials used.
Particular attention is paid to the quality and longterm availability of materials to ensure that thesafety and reliability requirements of the automotive industry are met.
Waste management
Systematic waste management that prioritises
recycling over landfill is part of the environmental
management system. ­HELLA production sites
worldwide are implementing measures to reduce
waste, and already use reusable packaging for alarge part of their business with car manufacturers. Further notes on waste management and thecorresponding targets and metrics can be foundin the waste chapter.

105
Annual report 2023 Non-financial report

Health and safety
Strategy­ ELLA aims to create safe and healthy workplacesHfor employees, contractors and visitors. Businessactivities therefore always focus on the protectionof people and the integrity of their health. Compliance with legal requirements and the preventionof accident and health risks are top priorities for
the Company. After all, accidents not only jeopardise the health and quality of life of the people affected, but can also have financial consequences
due to production stoppages, damage to property
or loss of reputation. Accordingly, occupationalsafety at ­HELLA aims to protect the health andwell-being of employees in the best possible way
by Corresponding preventing accidents.

Management of impacts,
risks and opportunities
In order to meet the high standards of safety andhealth protection, the central Environment,
Health and Safety (EHS) function defines Groupwide standards and coordinates activities. It sets
goals in close dialogue with the Management
Board, revises guidelines and manages the exchange in the global occupational safety network. At the local sites, depending on the numberof employees, at least one EHS manager, who istechnically assigned to the respective site manager, is responsible for implementing international requirements as well as any additionalsite-specific measures.

Policies
The ­HELLA policy on environmental protection,
health and safety (EHS policy) describes the preventive approach and sets the framework for
activities. In addition, protecting the health andsafety of employees is a cornerstone of the FORVIA Excellence System (FES). The FORVIA Excellence System formulates the requirements forthe management of production sites with regard
to the pursuit of operational excellence. In the2023 reporting year, the FES was extensively revised to bring together best practices from theparent company FORVIA and from ­HELLA. The
right to safety in the workplace has been established as a core principle. The corresponding
requirements are based on active risk prevention and support production activities in which
employees and subcontractors may be exposedto the risk of occupational accidents. The FORVIA
Excellence System is currently being introducedin the ­HELLA Group.*

Engagement with own workforce
and workers' representatives
The local EHS managers are available to all employees worldwide as the first point of contact
for questions and suggestions. The interests,
views and rights of employees are represented,
for example, by their official representatives suchas works councils. These are involved in decisions such as the selection of personal protective
equipment. At Group level, the specialist department seeks dialogue with the Group Works
Council, and at the German sites there is an occupational safety committee in which the Works
Council and occupational safety meet jointly.

Actions on material impacts,
risks and opportunities
A uniform process landscape defines global safety
standards and reporting channels at ­HELLA. The
core element of occupational safety at ­HELLA is apreventive, systematic risk assessment, which
results, inter alia, in detailed work instructions forhandling machines in production or in specifications for the necessary personal protective equipment. These apply not only to employees, but also
to temporary and agency workers or visitors.
Potential risks are identified during monthly
safety site inspections and compliance with therequirements is checked on site. The effectiveness of occupational health and safety guidelines and measures is also analysed in internaland external audits.
­ ELLA employees are regularly trained on potenH
tial hazards in the workplace and the safe handlingof risks, especially at technical workplaces in production. Regular training and instruction should
ensure that employees are aware of the requirements and focus attention on personal responsibility for safe handling. ­HELLA also offers first-aid
training to employees worldwide.
In the event of accidents or incidents, an investigation team is formed with the involvement of the* The introduction of the FES is currently not planned at the fully consolidated subsidiary Docter Optics, as the Company manages theissues independently for historical reasons.

106
Annual report 2023 Non-financial reportlocal EHS officers, which carefully examines thereportable accidents, identifies the causes of accidents, defines measures to prevent accidents andshares best practices to achieve continuous improvements. To this end, the specialist department maintains an intensive dialogue with theoccupational safety managers of the parent company FORVIA.

Metrics and targets­ ELLA aims to continuously improve occupationalH
safety measured in terms of accident rates andabsenteeism. To this end, the occupational safety
officers measure the frequency of reportable accidents (accident rate) as well as the severity ofaccidents (lost time rate) and fatalities caused by
accidents. H­ ELLA aims to continuously reduce thenumber of accidents and the resulting lost time
and therefore sets annual targets for each location. These are based on the results of the prioryear. Based on this, the management has set
Group-wide targets of an accident rate of 2.5 accidents and 305 hours lost per 1 million working
hours for the fiscal year 2023.

­HELLA accident statistics*
Fiscal/calendar year

2022

2023

Accident rate (accidents per 1 million work hours)

2.9

3.2

2023 target
2.5

Lost time rate (work hours lost per 1 million work hours)

238

388

305

* Accident rate and absenteeism include ­HELLA permanent staff, contract workers and temporary workers. External companies are notincluded. For historical reasons, the fully consolidated subsidiary Docter Optics manages matters independently and is not integrated
into the calculation of KPIs or target setting. In the 2023 fiscal year, the accident rate at Docter Optics was 16.5 with a lost time injury rateof 1,349. Data for calendar year 2022 was recalculated and not audited due to change in ­HELLA reporting period.

As in the prior year, there were no fatalities due toaccidents at ­HELLA in the reporting period. Afterthe reporting period, ­HELLA recorded one fatal
occupational accident in January 2024. The incident was systematically investigated. Targetedmeasures have been taken worldwide to preventa similar accident from happening again.
For all H­ ELLA production sites with more than 200
employees, the aim is to implement an externallycertified occupational safety and health protection
management system in accordance with the internationally recognised ISO 45001 standard by 2025.

The occupational safety systems at other ­HELLA
sites in Großpetersdorf, Austria and Lugoj, Romania have been successfully externally certified. As
planned, ­HELLA is thus approaching the goal of
having all production sites with more than 200
employees certified according to the ISO 45001
standard by 2025. 25 out of 30 production sites
with more than 200 employees are ISO 45001
certified.

­HELLA production sites with certified environmental management system*
Fiscal year

2023

Target 2025

Percentage of production sites with more than 200 employees with an ISO 45001-certified
occupational health and safety management system

83%

100%

Direct and indirect employees (in %) at production sites >200 employees covered by thecertified occupational health and safety management system

95%

100%

* Including sites where only the main production site is certified. KPI does not include Docter Optics' four production sites, none of which
is ISO 45001 certified. Due to the short fiscal year 2022, the key figures are not comparable with the previous reporting period.

107
Annual report 2023 Non-financial report­HELLA employees
Strategy­ ELLA's employees are a key pillar of the CompaH
ny's success. The right and committed people
worldwide ensure a competitive advantage andhelp to anticipate future trends, remain flexible
and invest in innovation. ­HELLA supports theperformance of its employees, promotes theirpersonal development and thus contributes to agood quality of life. Focal points of personnel
work include: espect and promotion ofRhuman rights
In its Human Rights Policy, H­ ELLA undertakes
to respect internationally recognised humanrights and to comply with the corresponding
duties of care.
 romoting diversity
P­HELLA is convinced that the promotion ofdiversity is an important driver for engagement. Diversity represents competitive
advantages for the Group and enables technological progress and innovation throughconstantly changing perspectives and working methods.
 mployee development,Etalent acquisition and employee retention
Employees should be given the opportunity
for professional training and personal development throughout their working lives.
This should enable them and the Company
to benefit from technological progress andinnovation.
 ommunity Involvment
C­HELLA supports employees in various local
initiatives to get involved in social projects
or environmental protection in cooperation
with local associations and non-profit
organisations.

These aspects as well as Group-wide guidelines
and processes are managed by ­HELLA's central,regional and site-specific HR network. Corresponding details are noted below. Further details
on the focal points, actions, objectives and metrics can be found in the respective sub-chapters.

Management of impacts,
risks and opportunities­ ELLA's strategic HR work is business and employHee orientated. The human resources organisation
supports employees in fulfilling their respectiveroles and thus contributing to the success of thebusiness. The Company’s own strategy aims torecruit the right people with the required skills for
the Company and to retain them in the Company
as well as to continuously provide them with training. Among other things, employees are to beprepared for changes in the automotive industry
and the constant change at H
­ ELLA.
Ultimate responsibility for Human Resources lies
with the Chairman of the Management Board.
Group, business division, country and site HRfunctions implement tools, processes, policies
and operating agreements standardised acrossthe Company. They report regularly to the Executive Board. This network of HR managers also ensures that the work is aligned with business needs.
The exchange of information and ideas among
each other takes place in regular meetings. The
effectiveness of HR management and the implementation of Group-wide standards are regularly
reviewed in internal audits.

Policies
The ­HELLA Code of Conduct and the FORVIA/­HELLA values describe the cornerstones of cooperation and thus shape the working conditions at­HELLA and the way in which HR management
works. Among other things, the foundation is laid
for respecting human rights and appreciative andconstructive interaction with each other and withbusiness partners.

108
Annual report 2023 Non-financial report

FORVIA/­HELLA values
We drive with vision.
We build on accountability.
We cultivate teamwork.
We embrace agility.
We act with respect.
We believe in open-mindedness.
­ ELLA is internationally committed to socialH
standards and the protection of human rights.
Guidelines in this regard are set out, among otherthings, in the ­HELLA Code of Conduct and in the
Human Rights Policy. This describes the requirements based on the International Charter of Human Rights, the fundamental conventions of theInternational Labour Organisation, the United
Nations Guiding Principles for Business and Human Rights and the Guidelines for Multinational
Enterprises of the Organisation for Economic
Co-operation and Development (OECD). Amongother things, the policy prohibits child labour andall forms of forced labour and slavery. ­HELLA also
respects the right to freedom of association andthe right to employee representation within theframework of the applicable laws.
The tellUS! whistleblower system can also be used
to report possible violations of ­HELLA values andguidelines, including information on discrimination, equal opportunities or diversity.

Engagement with own workforce
and workers' representatives­ ELLA creates structures and processes that areH
presented transparently via internal communication channels. The employees' perspective is obtained and taken into account via various channels. For example, HR managers work closelywith elected employee representatives such as
the Group Works Council or representatives on
various committees. Employees have the right toform and join trade unions or employee representative bodies, elect their own representatives
and organise their activities. H­ ELLA is neutral inthese activities. Employees or their representatives must not be discriminated against in any
way on the basis of their trade union membership. In countries where these rights are restricted by local laws, local solutions for an open dialogue with employees are considered.

Feedback from employees is also gathered
through communication channels such as staff
meetings, but also through regular staff surveys.

Working conditions - Own workforce
Strategy­HELLA is convinced that all employees contributeto the success of the business. To support this,­HELLA strives to ensure an attractive and inspiring
working environment that promotes fairness,team spirit and commitment, as well as helping toshape the specific corporate culture. Employees
should have a safe working environment withreasonable working hours, adequat pay and agood work-life balance.
Actions on material impacts,
risks and opportunities
In its Human Rights Policy, H­ ELLA commits itself tofair, competitive remuneration throughout theGroup that is at least equivalent to the statutory
minimum wage and guarantees a decent standardof living. The local cost of living and social benefits
are taken into account. Corresponding regulations
are intended to ensure fair and performance-related remuneration throughout the Group. Job
evaluation is carried out as part of local job classification, and ­HELLA uses regional benchmarks
with salary data as well as collective agreements
for this. These are intended to guarantee equal
treatment of employees, including gender equality. The remuneration structures of ­HELLA managers depend on several factors, including the levelof responsibility exercised. The higher the level of
responsibility, the greater the proportion of variable components in total remuneration.
Working hours, as well as break, rest and holiday
times, at ­HELLA should comply with the locallyapplicable laws and protect the health andwell-being of employees. ­HELLA wants to promotea good balance between work and private life. The
various ­HELLA locations are developing appropriate local measures to further support employees.
Flexible working time models such as part-timearrangements or mobile working for employees inadministration and development are made possible at the Company. Site-specific regulations andCompany agreements apply in this regard. Be-

109Annual report 2023 Non-financial reportcause ­HELLA is a development and production
Company, a large proportion of its workforce is
employed locally. Employees in production workin shifts.
­ ELLA focuses on permanent employment as farH
as possible. As is customary in the volatile automotive industry, temporary workers are also used
to enable flexible and rapid responses to peaks incapacity utilisation, particularly in production.
Metrics and targets

Employees (number of people) by type of contract*
Fiscal year
Employees (core workforce)

2023
37,773

Temporary workers

3,718

Total

41,491* Due to the short financial year 2022, the key performance indicators are not comparable with the previous reporting period.

Collective bargaining

Fiscal year

2023

Percentage of employees covered by at least one collective labour agreement

86.3%

Employee representatives
Fiscal year

2023

Percentage of employees whose interests are represented by at least one body

99.2%

110
Annual report 2023 Non-financial report

Diversity and inclusion
Strategy­HELLA values diversity and considers this to be an
innovation driver and thus an important key tobusiness success. Therefore, the Company fosters
an inclusive culture in which disparate employees,
as well as their ideas and perspectives, are a driverfor innovation and engaged collaboration increases the Company’s success.
PoliciesAt ­HELLA, the qualification for the requirements
specific to the position is the decisive factor in HR
decisions. ­HELLA rejects any form of discrimination on the grounds of age, ethnicity, skin colour,
gender, language, religion, political or ideologicalconviction, national or social origin, wealth, birth,sexual orientation, gender identity, marital status,
pregnancy, parenthood, health or disability, tradeunion activity or any other legally protected status. The Company is committed to equal treatment and equal opportunities, as set out in the
Declaration of Principles for Human Rights, among
other things. These principles are implemented
worldwide by the HR managers based on the applicable national legal frameworks.
­ ELLA is a signatory to the Women Empowerment
H
Principles (WEPs), an initiative of the United Nations Global Compact and UN Women, which iscommitted to promoting gender equality.
Actions on material impacts,
risks and opportunities­HELLA has set targets for the promotion of womenin manager and professional roles and has established a monthly reporting system to closely
monitor developments. Results are systematicallyanalysed on a regular basis and communicated tothe management with recommendations for action as part of regular updates. From 2024, thetarget achievement of the proportion of female
managers and professionals will also become partof the remuneration of ­HELLA Management Board
members. The global diversity network at ­HELLA,
in which regions and business units are represented, is responsible for strategic initiatives and theimplementation of regional and local measures.
Site-specific actions include, for example, training
programmes on unconscious bias for managers aswell as studies on pay equity and events. ­HELLA
has analysed pay equity between men and women in the main countries. This did not give rise to
any systematic deviations. Differences at individual level are adjusted in individual case decisions.

­ ELLA endeavours to both recruit and promoteHfemale employees to increase the proportion of
female specialists and managers. Accordingly,­HELLA encourages the recruitment agencies commissioned to focus on gender equality. As a concrete requirement, one in two profiles among theshortlisted applicants should be female.
Reconciling work and family life is a high priority inthe promotion of equal opportunities. Flexible
working time options and parental leave arrangements as well as a Company kindergarten at the
Lippstadt site and other local offers are relevant.
Together with its parent company FORVIA, ­HELLA
organises various events and panel discussions
throughout the year that are primarily aimed at
women. Digital HER WAY events, for example,
present inspiring career paths of female colleagues who share their professional paths andchallenges as well as their successes and tips.
Metrics and targets
In the reporting period, the Management Board
defined new goals. The share of female employees in manager and professional positions is expected to be 26.1% in 2023 and 27% in 2027. Thistarget for the 2023 reporting period could not be
achieved as, among other things, fewer external
female candidates were recruited than anticipated. The percentage of women in the entire ­HELLA
workforce is 36%.

111
Annual report 2023 Non-financial report

Share of female managers and professionals*

Fiscal year

2023

Target 2023

Target 2027

Percentage of female managers and professionals

25.8%

26.1%

27%

* The category of managers and professionals includes employees with personnel responsibility and technical experts without amanagement role. In contrast to the prior year, long-term absentees and early retirees were included in the calculation of the proportionof women. Accordingly, no prior-year figures are recognised. Temporary employees are excluded. The employees of the subsidiary Docter
Optics are not included in the KPI or target setting.

Employees (number of permanent staff) by region and gender*
GenderRegionMale

FemaleTotal

Germany

6,061

1,882

7,943

Europe excluding Germany

8,770

6,247

15,017

Asia, Pacific, Rest-of-World

4,737

2,325

7,062

North, Central and South America

4,297

3,454

7,751

Total

23,865

13,90837,773* Due to the short fiscal year 2022, the key performance indicators are not comparable with the previous reporting period.

Employees (number of permanent staff) by region and age group*Age groups
Regionto 29 years

Germany

30-39

40-49

over 50

Total

562

1,865

2,040

3,476

7,943

Europe excluding Germany

2,956

5,246

4,022

2,793

15,017

Asia, Pacific, Rest-of-World

1,764

3,287

1,632

379

7,062

North, Central and South America

2,414

2,691

1,622

1,024

7,751

Total

7,696

13,089

9,316

7,672

37,773* Due to the short fiscal year 2022, the key performance indicators are not comparable with the previous reporting period.

Part-time employees
Fiscal year2023

Proportion of permanent employees working part-time

1.6%

Employees with disabilities*­ ELLA fulfils the country-specific legal requirements for employees with disabilities. In Germany, for example, the interests ofHdisabled employees are supported by the works council's representative body for severely disabled employees.
Fiscal year2023

Proportion of permanent employees with disabilities*

1.5%* The concept of disability is defined by law in every country.

112
Annual report 2023 Non-financial report

Other work-related rights Own workforce

No child labour o forced labour and free choice ofN
employment

Management of impacts,
risks and opportunities
As an employer of over 37,000 people, ­HELLA's
business practices have an impact on the protection of human rights. ­HELLA is committed to respecting internationally recognised human rights
and complying with its due diligence obligations.

 reedom of association and the right toFcollective bargainingNon-discrimination and equal opportunity
Adequate wages and benefits

Policies­HELLA sets out guidelines for all employees andexpectations of business partners in its Human
Rights Policy. It is based on international standards:
International Bill of Human Rights,
consisting of the Universal Declarationof Human Rights (1948), the International
Covenant on Civil and Political Rights (1966)
and the International Covenant on Economic,
Social and Cultural Rights (1966) undamental ILO Conventions,F
as set out in the ILO Declaration on
Fundamental Principles and Rights
at Work (1998);
 N Guiding Principles on Business andU
Human Rights (2011)
OECD Guidelines for Multinational
Enterprises (2011)­ ELLA is committed to respecting the followingH
principles and is committed to worldwide compliance.

Working Hours
Education and Training
Right to health and safetyGuidelines for land acquisition
Requirements to security personnel

Actions on material impacts,
risks and opportunities
The implementation of the principles is governedby corresponding procedural requirements, forexample for the recruitment of persons, the treatment of young employees such as trainees who
require special protection, or in cooperation with
employee representatives.
­ ELLA analyses human rights-related risks annuH
ally and on an ad hoc basis if the risk situation
changes fundamentally. In ­HELLA's own businessdivision, the internal risk analysis is carried out
locally at selected locations throughout the Company; findings from the complaints procedure arealso taken into account. The risks identified areprioritised in an appropriate manner. Based on
the results of ­HELLA's internal risk analysis, suitable preventive measures are developed where
necessary. The results of ­HELLA's internal risk
analysis are passed on internally to the Management Board and other relevant departments.
When human rights violations are identified, appropriate remedial action is taken immediately toprevent, end or minimise the extent of the violation. The effectiveness of the remedial measures
is reviewed annually or on an ad hoc basis.
To sensitise employees to the protection of human rights and their influence, ­HELLA launched acorresponding e-learning course in the reporting
period.

113
Annual report 2023 Non-financial report

Employee development
Strategy­HELLA offers further education and training programmes so that employees can develop theirskills, maintain their performance and improve itin the long term. Various training programmes
address the needs and potential of employees.
­HELLA focuses on technical training and personal
development. Access to further education andtraining should be based on the principle of equal
opportunities for all employees. Training and education opportunities enable employees to develop
their skills in line with current and future businessneeds. Training and talent management are essential elements of forward-looking HR management and succession planning at H
­ ELLA.
Actions on material impacts,
risks and opportunities
The Global Training Management Team at ­HELLA
coordinates training and education programmes
worldwide. The team is also a supporting partnerand contact person for line managers and employees in case of training needs as well as for thedesign and introduction of new training opportunities. Training coordinators from the HR departments in the respective countries cooperate withthe area managers on site and coordinate the local training activities. With the central My TalentCompass learning management system, ­HELLA
offers a cloud-based platform on which online
courses and in-person training can be booked
and tracked. All employees with a computer connection have access to the platform. There, employees can see assigned compulsory training
measures as well as other available training. The
courses on offer can be booked and carried out
via the tool. ­HELLA employees also have access tothe parent company's online training platform
FORVIA Learning Lab. This platform offers morethan 2,000 training courses on topics such ascommunication, artificial intelligence, creativity,
time management and sustainability. The training
programme is correspondingly wide-ranging. It
covers both function-specific and overarching
topics such as occupational safety, project management and soft skills. Line managers are responsible for assigning training to employees
according to their role, personal needs and potential. Training courses usually conclude with alearning success check. This ensures the training
on offer is evaluated. The management is involved
via the CEO, who is responsible for HR matters.
In the reporting period, ­HELLA continued the
L.E.A.D. programme (LEAD = learn, engage, accelerate, drive) to encourage talent, among otherthings. These target group-oriented development
programmes for internal executives and experts
aim to encourage and develop talent globally. At
different hierarchical levels, these multi-day, focused programmes were offered worldwide andconducted in Mexico, Eastern Europe, China, India
and Germany.
­ ELLA has organised special training courses forHmanagers. Corresponding virtual learning modules focus on leadership topics such as setting
targets, fostering global collaboration and developing employees.
Metrics and targets
In the reporting period, each ­HELLA employee
completed an average of 16.7 hours of training.

Average training hours*
Fiscal year

2023

Average training hours per employee

16.7

Average training hours per office employee (white collar)

25.0

Average training hours per employee in the production environment (blue collar)
Total training hours* The KPI also takes into account employees who were trained during the year and had left the Company by the reporting date of
31 December 2023. Employees of Docter Optics SE are not included.

7.4
678,908

114
Annual report 2023 Non-financial report

Talent acquisition andemployee retention
Strategy
The skills and motivation of its employees play a
key role in positioning ­HELLA at the forefront of
global competition and successfully driving technological change in the automotive industry.
­HELLA's economic success is therefore inextricably linked to the acquisition of suitable talent for
the Company, the qualification and commitmentof employees and their loyalty to the Company.
Against this backdrop, ­HELLA strives to provide
employees with targeted support and create
working environments in which they can exploit
their potential.
Management of impacts,
risks and opportunities
In addition to recruiting external applicants,­HELLA specifically seeks and promotes employees
from its own workforce in order to meet and expand its need for talent. For this purpose, the talent management organisation specifies theprocesses and procedures, and implements various programmes together with the supervisors.
At ­HELLA, the core of development planning consists of personal feedback meetings as part of the“Performance Review” assessment process, whichtakes place at least once a year between the manager and the office employee. In these discussions,performance and potential are reflected upon,
training needs are identified and development
measures are set out and agreed upon. ­HELLA
strongly believes that feedback loops are an essential prerequisite for professional as well as
personal development.
In the annual Group-wide Talent Review process,the HR department works with line managers tosystematically identify the potential of employeeswith a certain level of qualifications worldwide inaccordance with standardised rules across theGroup. On this basis, the candidates for the corresponding development programmes are nominated at the same time. Talent conferences atdifferent hierarchical levels ensure uniform
standards and fairness. ­HELLA also offers numerous programmes and mentoring opportunities at
local level to encourage talent. Through this, em-*Docter Optics employees are not included in the survey.

ployees network with each other and further
upgrade their qualifications in order to be systematically prepared for subsequent career
steps. This approach also helps to retain talent
within the Company.
Actions on material impacts,
risks and opportunities
Employee satisfaction is crucial for the success of
the Company. ­HELLA implements a wide range ofmeasures worldwide to maintain and increase its
attractiveness as an employer and employee
satisfaction. Accordingly, ­HELLA analyses the operational situation, for example by surveying
employees, and derives specific starting points
for improvements within the scope of operational
possibilities. For example, a global employee
survey was conducted in the reporting period.*
Employees were invited to rate aspects such ascompany development, job satisfaction, working
conditions, training opportunities and working
atmosphere. Together with an external survey
company, the feedback was evaluated anonymously with the utmost care. Around 28,000 of
36,000 of the employees invited worldwide took
­ ELLA
part in the survey. Satisfaction with work at H
was rated at 76/100 points on average. Employees
were particularly satisfied with the way the Company cares for its employees, the trust they havein management and the training programmes onoffer. ­HELLA responds to employee suggestions
with tailored packages. Based on the results of the
global employee survey 2022, which found that
­HELLA was not sufficiently focused on its employees, including in Germany, ­HELLA launched the'We CARE' project and has since expanded it internationally. Measures that contribute to improving
the working atmosphere, employee offers and the
expansion of social networks were identified andimplemented in this context to make the working
environment more attractive. Activities include
employee events such as family days or after-work
programmes, expanded sports offerings andtraining and workshops, as well as new communication channels such as town hall meetings.

115
Annual report 2023 Non-financial report

Metrics and targets
The turnover rate is used by ­HELLA as an indicatorof competitiveness, working atmosphere andsatisfaction with the Company. It measures theratio of employees who voluntarily leave the Company against the average number of employees. In

the reporting period, the turnover rate at ­HELLAGroup-wide was 12.1%, meaning that the target of
13.5% was achieved. Turnover is distributed differently across the regions.

Turnover rate

Results of the 2023 employee survey

Fiscal year

2023 Target 2023

Fiscal year

Turnover rate

12.1%

Engagement Index of the ­HELLA
employee survey

13.5%

2023
76

Community Involvement
Voluntary reporting information
Strategy­HELLA supports employees in various local initiatives in getting involved in social projects or environmental protection in cooperation with local
associations and non-profit organisations.
Policies
The ­HELLA guideline for donations and sponsoring sets out basic rules for financial and in-kind
donations by the Company. This includes taking
into account all anti-corruption regulations, release regulations and transparency requirements.
The management is involved in the approval process for higher donation amounts.
Actions on material impacts,
risks and opportunities­HELLA fulfils its corporate social responsibility inthe following core areas, for example:
 he parent company's FORVIA FoundationT
provides financial support to selected employee projects in partnerships with associations and organisations worldwide. Projects
to promote education, mobility and environmental protection are realised with the financial support of the FORVIA Group and theexpertise and active commitment of its employees. ­HELLA employees are also involvedin proposing and implementing projects.

Employees are involved in a wide range of local activities at each location. Employees at­HELLA in Lippstadt can donate the cents of
their salary to support local associations andsocial projects. In Romania, for example, employees have planted trees and flowering
plants and supported social initiatives forchildren with school problems.
In the Lippstadt area, the Dr Arnold Hueck
Foundation, founded in 1999 on the occasionof ­HELLA's centenary, supports education,science and environmental protection. In
particular, the promotion of skills and projects in the fields of natural sciences, technology, new media, data processing andcomputer-aided work, computer science andmathematics, as well as social projects, arethe focus of the foundation's activities, which­HELLA supports financially and through its
work on the advisory board.

116
Annual report 2023 Non-financial report

Safety of end-users
Strategy
Vehicles must be safe and must not endanger
people or the environment. ­HELLA develops andmanufactures products in accordance with thelatest safety standards – always with the intention
that products pose no danger to life, health or theenvironment.
Management of impacts,
risks and opportunities
Quality­HELLA has established holistic systems for quality
and product safety throughout the Company. In
this way, the Company ensures that the products
strictly comply with the current legal safety requirements of the sales markets as well as quality
demands and fulfil customer requirements that
go beyond these. ­HELLA has an overview of theentire development and production processes
and has established central testing and approval
points. The responsibility for quality and productsafety lies with the CEO.

The central function Quality steers the concept“SQ – Strategic Quality”. In the reporting period,
all ­HELLA production sites had certified quality
management systems in accordance with the ISO
9001 standard or the IATF 16949 standard of theInternational Automotive Task Force (IATF) in
place. Internally, a network of quality managers
ensures Company-wide enforcement by means of
uniform guidelines and processes.
Policies
The ­HELLA Code of Conduct formulates the commitment to fully guarantee quality and productsafety. The ­HELLA quality policy provides thecorresponding framework.
Product safety
At ­HELLA, product safety is guaranteed by specifications established throughout the Company.
­HELLA products are developed and manufactured in accordance with current safety standards. The ISO 26262 standard for safety-relevant
electrical and electronic systems in motor vehicles is an example of this. The independently organised central function monitors these
specifications and measures, which are imple-

mented by product safety managers. The Company aims to act in a legally secure manner and to
avoid possible product recalls as well as resulting
liability claims with loss of sales or reputation.
Likewise, harm to people and the environment is
to be avoided. In this context, ­HELLA is exposed to
the risk of product warranty claims, which is described in detail in the opportunity and risk report. Product safety starts at the development
stage and covers the entire life cycle up to monitoring performance in the market.
Actions on material impacts,
risks and opportunities
Internal safety checks and tests in development
and production must be successfully passed before ­HELLA products are created and delivered.
Uniform methods are used and documented
worldwide for this purpose. In addition, ­HELLA
carries out monitoring in order to immediately
remedy potential weaknesses in product safety
when necessary, such as in the case of errors in
the field, and to inform customers and authorities
if required. Violations of product safety are consistently escalated to the responsible internalbodies (Product Safety Committee and the higher-level Product Safety and Conformity Committee). The ­HELLA Management Board nominates
the representatives who are relevant to this caseand is kept informed in regular meetings.

The Company consistently follows up on information about the safety of ­HELLA products via defined escalation channels. Internal audits are
conducted on an ongoing basis to monitor efficiency and global implementation of the processes. These focus in particular on development sitesthat work with safety-related products.
Due to key industry trends such as autonomous
driving and vehicle connectivity, ­HELLA is increasingly focusing on the topic of cyber security.
Products are becoming increasingly complex andso are the safety requirements.
­ ELLA is in dialogue with stakeholders and cusH
tomers in this regard. In the reporting period, internal cyber-security guidelines were further
developed in line with legal regulations.

117
Annual report 2023 Non-financial report

Metrics and targets
The Company aims to act in a legally secure manner and to avoid possible product recalls as well
as resulting liability claims with loss of sales orreputation. Negative effects on human healthand the environment should also be avoided.

­HELLA certifies the quality management systems
at the production sites in accordance with international standards.

­HELLA production sites with certified quality management system*
Fiscal year2023

Share of production sites with ISO 9001 or IATF 16949 certified quality management
system100%

Direct and indirect employees (as a %) at production sites which are covered by a certified
quality management system

100%* Including sites where only the main production site is certified. The Docter Optics production sites (all ISO 9001 certified) are notincluded. Due to the short fiscal year 2022, there is no comparability with the prior year's data.

Business conduct
Strategy
Business conduct, also referred to as conducting
business with integrity and ethics, is the foundation of a successful Company. ­HELLA's corporate
culture, its values and its principles guide cooperation with various stakeholders in day-to-day
business, protect its reputation and create trust
as the basis for cooperation. The main contents of
the report on business conduct at ­HELLA include: ompliance includingC
anti-corruption­HELLA is committed to legally compliant andhonest business practices. The principles include a strict ban on corruption and bribery
and the protection of whistleblowers who report potential misconduct.
 orporate culture andC
relationship management with
suppliers
Working in partnership with suppliers andcomplying with legal regulations in the supply chain are directly linked to ­HELLA's corporate success. Accordingly, the Company
favours open communication with its suppliers. This also includes the agreement ofappropriate payment terms.

118
Annual report 2023 Non-financial reportCompliance including
anti-corruption
Strategy
It is ­HELLA's conviction to conduct business incompliance with the law and with integrity wherever the Company operates. As an international,
globally positioned company, ­HELLA acts in accordance with responsible corporate governance, which is based, inter alia, on a visible
corporate and compliance culture as well as
FORVIA/­HELLA’s corporate values. In this way,
the Company promotes reliable business conduct, on which long-term economic success isbased, and preserves its reputation.
Management of impacts,
risks and opportunities
At ­HELLA, compliance aims at effectively anchoring and living compliance in everyday business.
The Company expects all its employees in all
countries, regardless of hierarchy level, to comply with laws and internal regulations and to display integrity and exemplary behaviour.
Upholding the virtues of compliance, adherence
to rules and integrity also means acting responsibly in relation to employees, customers, suppliers and other business partners as well as society
and the environment.

The ­HELLA executive has established a compliance system throughout the Company that isbased on the IDW PS 980 audit standard and isdesigned to prevent systematic misconduct by
employees. Compliance requirements are consistently recorded and communicated worldwide
to ensure that they are observed, in particular byanalysing risks and implementing preventive,
detective and reactive measures. This is largely
done by the compliance organisation. The central
Compliance Office designs the framework of thecompliance system on the basis of the complianceguidelines. In addition to general compliance
topics including the Code of Conduct, the Compliance Office is responsible for the topics of combating corruption and antitrust law. ­HELLA iscommitted to fair competition and does not tolerate violations of anti-corruption and antitrust
laws. The other compliance topics are assigned to
the respective divisions, which perform theirtasks independently with the support of the Compliance Office.
The Compliance Office also reports regularly to
the Management Board and to the Audit Committee of the Company's Supervisory Board. Throughcentral and local contact persons, the complianceorganisation provides direct and expert consultation on compliance-related issues and support
in the implementation of compliance requirements on site.
Policies
The ­HELLA Code of Conduct is a fundamental
guide to the corporate and compliance culture at­HELLA. It describes clear and binding principles
for complying with rules and behaving with integ­ ELLA. Topics include, for example, labourrity at H
and social standards, principles relating to theprotection of data, information and the environment as well as fair business behaviour, including
fair competition, compliance with cartel law,combating corruption and handling conflicts ofinterest. The Code helps employees as a framework and guide to act in compliance with the law
and with integrity. It also provides guidance tomake the right decision in case of doubt and to live
the corporate values. Various departmental
guidelines concretise the requirements of theCode of Conduct, such as the basic anti-corruption policy in the area of anti-corruption and theguidelines on certain corruption risk topics suchas gifts and invitations, donations and sponsoring, as well as conflicts of interest.
Engagement with own workforce and workers'
representatives
Employees and external stakeholders such as
suppliers, customers and other third parties areencouraged to raise concerns and report violations of the Code of Conduct, laws and internal
rules of behaviour within the Company and in the
supply chain. This includes reports on fraud,
theft, corruption and bribery, conflicts of interest,
competition and antitrust law, occupational safety, human rights, environmental protection, harassment and discrimination, labour law, dataprotection, export control, accounting and tax
regulations and product safety.

Various reporting channels are available to themfor this purpose: Employees can contact the line
manager, other managers, the HR department or
the compliance contact person directly or, if direct contact is not possible or desired, they canalso submit a report via the web-based whistleblower portal tellUS! Information can be submitted around the clock, anonymously and in thelocal language. The portal is operated by an external third party. ­HELLA protects the confidentialityof the identity of whistleblowers and protects
them from possible disadvantages due to a report, provided that it was made in good faith. The
Compliance Office acts as a reporting centre. It

Further notes on thecompliance organisationand the compliancesystem is contained in the
declaration on corporate
governance.

119
Annual report 2023 Non-financial report

investigates all reports confidentially, objectively,
carefully and consistently and, depending on thereport, involves other specialised departments in
examining the information. The Compliance Office informs whistleblowers about the receipt of
the report as well as the status and outcome of
the investigation. The duration of this procedure
depends on the scope and complexity of the notification. When investigating reports, ­HELLA adheres to the principles of fair procedure, thepresumption of innocence and proportionality, as
well as data protection regulations. ­HELLA does
not tolerate misconduct. Misconduct can haveconsequences under labour law, including termination of the employment contract or business
relationship, as well as criminal prosecution andclaims for damages.
Actions on material impacts,
risks and opportunities
In a risk-oriented approach, employees aretrained on combating corruption and other compliance topics, for example, in face-to-face eventsand through e-learning courses to which employees with computer workstations are invited. In
the reporting period, ­HELLA gradually developed
its anti-corruption programme, in particular. The
background to this is the requirements of theFrench anti-corruption law Sapin 2, to which­HELLA is subject as a result of the majority acquisition of H
­ ELLA shares by FORVIA, and the consideration of the effective anti-corruption measures
implemented accordingly at FORVIA. As part of
the action plan drawn up in 2022, the following
implementation measures, in particular, werecarried out in the reporting period with a view toan effective anti-corruption programme:I n the first quarter of 2023, the updated
Group guidelines on anti-corruption, gifts
and invitations, donations and sponsoring
and anti-corruption accounting controls,
which were adopted by the Management
Board in December 2022, were communicated throughout the Group and embedded in
the organisation. In this context, more than
60 training events were also held with a totalof around 1,800 employees from generalmanagement and other risk-related areas, inparticular the global sales and purchasing organisations.
 s part of the anti-corruption-related acA
counting controls, ­HELLA introduced quarterly Group-wide audits of postings tocertain accounts (including sales agent commissions, donations and sponsoring, gifts

and invitations) during the reporting period.
The audits were carried out by the country
CFOs designated for individual companies,
countries or divisions in coordination withand with the support of the compliance organisation. In addition, quarterly audits of
payments to recipients (suppliers) with bankaccounts in sensitive countries were introduced throughout the Group and carried out
by the compliance organisation with the involvement of the business divisions and specialist departments on a risk-based basis.
 ith the adoption of the Group guideline on
W
conflicts of interest by the Management
Board at the end of the fiscal year, H­ ELLA has
specified and deepened existing rules andestablished a procedure for the declarationof conflicts of interest by employees and forthe review of declarations by the complianceorganisation Group wide.
 t the end of the last fiscal year, the ManageA
ment Board also adopted a Group whistleblowing guideline that formalises andsupplements existing regulations. For one,the new Group guideline emphasises the relevance of the speak-up culture at H
­ ELLA, i.e.
that concerns can be raised and misconduct
reported in direct contact with managers,
the HR department or the compliance organisation. It also explains how serious compliance violations can be reported via the
web-based whistleblowing channel tellUS!
and how H­ ELLA deals with such reports, inaccordance with the requirements of the EU
Whistleblowing Directive and the German
Whistleblower Protection Act as well as theGerman Supply Chain Due Diligence Act.
Finally, the new anti-corruption e-learning
programme was revised and was rolled out
across the Group from December 2023. Participation in this e-learning course – as withall compliance e-learning courses – is mandatory for H­ ELLA employees who work withcomputers.
Targets and metrics­HELLA commits employees to regular compliancetraining in order to make them aware of rule-compliant, exemplary and responsible behaviour.
Completion rate e-learning on
Code of Conduct and complianceIn the reporting period, 18,005 employees completed the e-learning course on the Code of Con-

120
Annual report 2023 Non-financial reportduct and compliance basics, to which ­HELLA
employees working with computers were again
invited in summer 2023. This corresponds to acompletion rate of 96%. The target is 100% of
employees in scope in 2025.
E-learning completion rateanti-corruption and antitrust law
2,731 employees completed the Anti-Corruption
e-learning module (completion rate of 97%) and
1,895 employees completed the Antitrust e-learning module (completion rate of 95%).

When calculating the above completion rates, theassignment date (i.e. the date of the invitation)
was changed to the due date of the e-learning
courses for the invited employees (i.e. the date of
the end of the period in which the e-learning
course must be completed) for the reporting period for technical reasons, among others. Thismeans that the completion rate includes all employees whose due date is in the reporting period(1 January – 31 December 2023) and who havecompleted the e-learning course on time. Employees of the subsidiary Docter Optics are not included in the calculation.
Information on serious violations
In the reporting period, as in the previous reporting period, H­ ELLA did not identify any indicationsof serious violations of anti-corruption, antitrust
law or respect for human rights and environmental protection within the Company. In 2023, ­HELLA
investigated and confirmed a case of forced labour
in its own supply chain and, in close cooperation
with the supplier concerned, successfully remedied the situation. Further notes can be found in
the chapter Employees in the supply chain.

Corporate culture and managementof relationships with suppliers
Voluntary reporting information
Strategy
When working with business partners, ­HELLA relies on a trusting partnership and compliancewith rules. By working together, synergies can becreated to enable joint growth and a stable, reliable and sustainable supply chain.
Management of impacts,
risks and opportunities
The responsibilities for purchasing are anchoredin the respective organisations of the businessdivisions. The heads of the purchasing organisations are represented on the respective management boards of the business divisions and are

therefore closely involved in Company decisions.
At Group level, the CEO is responsible for purchasing activities and is regularly informed. ­HELLA
payment practices can have a particular impact
on the financial situation of small and medium-sized companies. Corresponding regulations
on payment modalities are set out in the contract.
Processes for supplier selection and order placement shape relationship management. The cooperation is based on open communication between­HELLA and direct suppliers, with clearly defined
expectations and objectives for both parties. The
exchange of information on requirements, including those relating to sustainability, production
processes and quality assurance, enables a reliable supply chain.
Policies
The ­HELLA Code of Conduct for suppliers andservice providers formulates requirements forsustainable business behaviour and is bindingfor establishing and maintaining business relationships with the Company via the General
Terms and Conditions of Purchase. It stipulates
that business partners must comply with applicable laws, including anti-corruption laws, as wellas human rights and social and environmental
standards.
Actions on material impacts,
risks and opportunities
The General Terms and Conditions of Purchaseare agreed with suppliers in the context of contract awards. These include quality and sustainability requirements as well as regulations on
invoicing. Terms of payment are agreed in contractual documents and as part of the order. The
contractually agreed payment terms for direct
suppliers are generally between 30 and 90 days
after receipt of invoice. Small and medium-sized
suppliers are usually paid more quickly. In Europe
and Mexico, for example, ­HELLA offers this groupof suppliers the option of having their invoice paid
within a few days in return for a small discount.
­HELLA thus offers suppliers in these regions, who
are dependent on short payment terms, a corresponding option for action.

Workers in the value chain
Strategy
Working in partnership with business partners
along the value chain is of the utmost importanceto ­HELLA so it can ensure the supply of materials
and components as the basis for its own products. The ­HELLA supply chain for production ma-

121
Annual report 2023 Non-financial reportterials comprises an annual purchasing volume ofover four billion euros and over 2,000 suppliers,
including both large corporations and medium-sized companies. These direct business partners employ thousands of employees whose
working conditions are indirectly influenced by­HELLA. As a globally active Company with a complex, international and dynamic supplier network,­HELLA is aware of its own social responsibility inthe value chains. H­ ELLA expects its business partners to create appropriate working conditions for
employees that promote dignity, respect for human rights and the protection of health, and topass on corresponding requirements to their
supply chains. The chapter on workers in the value chain addresses the material aspects of healthand safety and further work-related rights, as well
as voluntary disclosures on working conditions workers in the value chain.
Management of impacts,
risks and opportunities­HELLA is committed to sustainable procurement
practices and therefore anchors sustainability
alongside costs, quality and resilience as a decision-making criterion in the purchasing process.

­ ELLA pursues a risk-based approach to identify
Hand assess potential and actual violations of appropriate labour conditions, human rights andenvironmental regulations in its own supply
chains. Among other things, ­HELLA uses a country-based risk filter based on external country
rankings for compliance with sustainability andsocial standards for annual identification. The
results of the analysis are passed on internally tothe management and other relevant departments. The Company is investigating any information received. Appropriate preventive measuresand, if necessary, remedial mechanisms are derived. These are intended to help mitigate or atbest prevent any negative effects of ­HELLA's
business activities.
Accordingly, ­HELLA assesses the sustainability
maturity of its suppliers using the sustainability
rating provider Ecovadis. New suppliers and existing suppliers in the context of new projectawards must undergo the comprehensive sustainability assessment, which queries and evaluates ethical, social and environmental practices.
Employee rights and working conditions such as
no child labour, no forced labour, occupational
health and safety, appropriate working hours
and remuneration, for example, are part of theassessment. It takes into account country- andsector-specific risks and Company size andadapts the questionnaire accordingly. ­HELLA
rolled out the requirement of the sustainability
rating and its consideration in the awarding process in the reporting period. It will be gradually
introduced by the purchasing organisation on a
mandatory basis.
For the responsible procurement of minerals,­HELLA is working to source the relevant raw materials from certified smelters in conflict and highrisk regions and thus prevent potential humanrights violations and environmental damage in its
own supply chain. For this purpose, ­HELLA surveys relevant suppliers in accordance with the
Conflict Minerals Reporting Template (raw materials: tin, tantalum, tungsten and gold) and theExtended Minerals Reporting Template (raw materials: mica and cobalt) of the Responsible Minerals Initiative. If necessary, appropriate escalation
processes take effect in purchasing. The reports
are made available to clients and business partners upon request.
­ ELLA reserves the right to verify suppliers' comH
pliance with human rights and environmental
obligations through self-assessments, on-site
visits and audits. If any of these audits reveal violations of the Code of Conduct, human rights orenvironmental requirements, corrective measures must be taken within a reasonable period oftime. If necessary, escalations are made via theexisting processes, first to the respective business division management and then to the ­HELLAManagement Board. If suppliers fail to remedy
serious violations, ­HELLA reserves the right toterminate the business relationship with the suppliers concerned.
The activities are regularly reported to the Sustainability Council and the Management Board
Board. Status as well as challenges and progressin improvement measures are discussed.
Policies
The commitment to the protection of humanrights is laid down in the ­HELLA Human Rights
Policy and in the ­HELLA Code of Conduct for Suppliers and Service Providers. They include acting
responsibly in accordance with applicable law andare based the principles described in international standards. These include in particular the
standards of the International Labour Organisation (ILO), the Guidelines for Multinational Enterprises of the Organisation for Economic
Co-operation and Development (OECD) and theUnited Nations Guiding Principles for Human
Rights and Business. The Policies are an integral

122
Annual report 2023 Non-financial reportpart of ­HELLA's General Terms and Conditions ofPurchase. Further notes on the policies can befound in the chapter H­ ELLA employees.
Engagement with workers in the value chain
The perspective of workers in the value chain isprimarily represented indirectly in the risk process through external studies and international
standards.

As part of the investigation of indications of serious violations, ­HELLA aims to directly involve affected groups of people in the investigation of thecircumstances and the redress. In the reporting
period, for example, this was achieved throughon-site discussions with selected affected employees at a supplier.
Employees in the value chain can also use thetellUS! whistleblower portal to report possible
human rights or environmental violations andrisks in the supply chain. The web-based portal isavailable around the clock in several languages
worldwide. Prompt processing of reports by theCompliance Office and other specialist departments is ensured within the Company. Further
notes can be found in the section on compliance,
including combating corruption.
Actions on material impacts,
risks and opportunities
In the reporting period, ­HELLA introduced theEcovadis sustainability assessment in the supply
chain. Corresponding processes have been defined and the employees involved have been
trained accordingly.

In addition, ­HELLA began revising the Code of
Conduct for Suppliers and Service Providers in
the last quarter of the reporting period to further
concretise existing requirements. The Company
plans to roll out this update in the fiscal year 2024.
In the reporting period, ­HELLA investigated andconfirmed a case of forced labour in its own supply chain for printed circuit boards and, in close
cooperation with the supplier concerned, successfully remedied the situation. Migrant workers
at the supplier had to pay disproportionate recruitment fees and spend a portion of their wages
to pay them off. In close cooperation with the
supplier concerned, these fees were refunded
retroactively and new processes were introduced
to prevent the payment of recruitment fees for
new hires. The implementation has been examined on site by an external third party.
Targets and metrics­HELLA aims to cover 95 per cent of the purchasing
volume of suppliers in the scope with a valid Ecovadis rating by the end of 2025. The interim targetof a valid Ecovadis rating for 80% of the purchasing volume of suppliers in the scope for 2023 was
not achieved, as the result was 42%. All Ecovadis
ratings that achieve an overall score of at least 45
out of 100 points and are not below 40 out of 100
points in any assessment pillar were taken into
account in the reporting period. The main reason
for missing the target is the delayed start of therollout in the third quarter of the fiscal year andthe period of around four months between thestart and completion of an Ecovadis assessment.

Purchasing volume of strategic suppliers with a valid sustainability assessment by Ecovadis*
Fiscal year

2023

Target 2025

Share of purchasing volume of strategic suppliers with a valid sustainability assessmentby Ecovadis

42%

95%

* The suppliers that contribute to 80 per cent of H
­ ELLA's global purchasing volume are taken into account for the KPI calculation. The purchasing volume andsuppliers of Docter Optics SE are not included.

123
Annual Report 2023 Notes on calculation method for environmental indicators and carbon emissions

Notes

Specifications for thecollection of environmental
indicators­ ELLA collects environmental indicators at a totalHof 41 production sites. Of these, 36 are categorised as main production sites and five as satellite
sites, where outsourced production lines are
subject to the management and processes of themain production sites. These are included in thecalculation of the KPIs via the respective main
production site, unless otherwise stated. Production at the new production site in Olomouc, Czech
Republic, was ramped up during the reporting
period and the management systems were gradually implemented. For this reason, the site has not
yet been fully included in the calculation of theenvironmental indicators.
All ­HELLA locations, and not just the production
sites, are used for the greenhouse gas emissions
data.
The reporting period covers the period from
1 November 2022 to 31 October 2023 to ensure
data collection and validation up to the publication date. The financial key performance indicators used to determine the intensity-based
environmental key indicators include external
product sales for the reporting period from 1 November 2022 to 31 October 2023.
Due to the short fiscal year 2022, it is often notpossible to compare the key figures with the previous reporting period. Some of the prior year's
data was recalculated on a calendar year basis andnot audited.

Methodology for calculating
carbon emissions
Scope 1 and 2
Scope 1 and 2 emissions are calculated in carbon
equivalents. It is based on consumption datafrom 1 November 2022 to 31 October 2023. The

calculation of Scope 1 emissions is based on thegas consumption of the sites and the diesel andpetrol consumption of the standby generators,
including the fuel consumption of the Company's
vehicle fleet, in reference to the requirements of
the GHG Protocol. For ­HELLA, fuel consumption inGermany is tracked using a fuel card. In othercountries, emissions are estimated on the basis of
the number of vehicles. The emission factors
come from the UK Department for Environment,
Food and Rural Affairs and the French Environment Agency ADEME. The process emissions(carbon emissions caused by chemical reactionsof certain processes) of the sites concerned werealso taken into account.
Indirect emissions related to electricity are calculated using the market-based approach, in accordance with the requirements of the Science Based
Targets initiative (SBTi). Scope 2 emissions arecalculated on the basis of electricity consumption(buildings and company cars) and external heatconsumption and reported using the market-based approach. The emission factors used
are, in order of availability, those of the market
instruments (power purchase agreement, energy
attribute certificates, etc.), then those of the suppliers, then those of the residual mix (AIB in Europe, Green-e in the USA), then those of thenational electricity mix (Ministry of Ecology andEnvironment in China, International Energy Agency in other countries).

Scope 3Emissions are calculated in reference to the GHG
Protocol. They include all Scope 3 categories withthe exception of downstream leasing and franchising, as these activities do not affect the Company. The uncertainties in the calculation ofcarbon emissions were assessed taking into
account the accuracy of the activity data and the124
Annual Report 2023 Notes on calculation method for environmental indicators and carbon emissions

uncertainties in the emission factors. The methodology for the three most important Scope
3 categories in relation to emissions is described
below:
Scope 3.1 Purchased goods
and services­HELLA uses extracts from its tool to consolidatepurchasing data. For product groups for which aweight-based data basis (in kg) is available, theemissions are determined on the basis of theavailability of emission factors. The following sequence applies: mission data transmitted by the supplierE(primary data);
 mission factors calculated from similarEpurchases from the parent
Company FORVIA;
 mission factors from a genericE
database, e.g. Footprint Database®
of ADEME (secondary data).
For the remaining purchases that are not available
in kg, expenditure is calculated using an expenditure-based emission factor (in tCO ²eq per 1,000
euros) taken from FORVIA data (weighted averageof similar purchases) or from the ADEME Footprint
Database®.
Scope 3.4 and 3.9 Transportation anddistribution
For some of the purchased and sold goods forwhich H
­ ELLA is responsible for transport, the details of the five most important freight forwarders
are used, accounting for around 50 per cent oftransport orders. The calculations are performed
based on one of the following types of data:
Emissions data based on the values calculated directly by the suppliers;
Distance-based method: Distance travelled
and tonnes transported (t.km), multiplied by anemission factor of the Global Logistics Emissions
Council (GLEC) for the corresponding vehicle type(over 99%).
I f this data is not available, the emissions are
estimated on the basis of the costs associated with each transport (less than 1%).
Finally, these emissions are extrapolated for all
expenditure (50%) that is not covered by the fivelargest transport companies.

Scope 3.11 Use of sold products
The emissions are calculated in two phases:
Emissions associated with the indirect use of
the sold products. These correspond to amass allocation of emissions from vehicles in
the utilisation phase in relation to the weightof H­ ELLA products in the vehicles.
Emissions in connection with thedirect use of the products, which are
related to the current consumptionof H­ ELLA products.
Several parameters are taken into account whencalculating indirect use: the service life of the vehicle (set at 150,000 km), the weight of the ­HELLA
products per vehicle, the weight of the vehicle with
the H
­ ELLA products and the emission factor of thevehicle (in gCO ²e/km). The latter includes directemissions from vehicle use (fuel combustion tankto-wheel (TTW)) and indirect emissions (extraction and production of fuel and electricity
generation, including the upstream areas of electricity generation, well-to-tank (WTT)). The emission factors for vehicles with combustion engines,
the current consumption for electric vehicles andthe weight data for the vehicles come from various
regional databases, depending on the country inwhich the vehicle is sold. If no information about avehicle is available in these databases, an averagevalue of similar vehicles is used (e.g. average
weight of an electric vehicle in the same segment).
For electric and plug-in hybrid vehicles, the electricity emission factors of the IEA are adopted,
assuming that the vehicle is used in the country inwhich it was sold. A correction coefficient is applied to the emission factors calculated according
to the WLTP (Worldwide harmonised Light vehicles
Test Procedure) to take into account the actual
emissions associated with the use of the vehicles.
The power, estimated useful life of the products,
efficiency and emission factor of the vehicle areused to quantify the emissions associated with thedirect use of the products sold.

Methodological improvements
As part of a continuous improvement process,­HELLA endeavours to improve the data quality ofgreenhouse gas emission calculations. With thesupport of Deloitte, methodological improvements were made, particularly in the most important categories of the footprint. The years 2019and 2022 were recalculated accordingly.

125
Annual report 2023 Non-financial report

For Scope 3.1 Purchased goods, the proportion of
supplier-specific emission factors was increased
instead of average values.

For ­HELLA products for trucks, GLEC emission
factors and underlying assumptions are used tomatch the source considered for Scope 3.4 and 3.9.

More detailed emission factors were used for
Scope 3.3 Fuel and energy related activities, as
the IEA published special emission factors in
September 2023.

For Scope 3.12 End-of-life treatment of sold products, more accurate tCO ²e conversion ratios wereused for emissions related to purchases (Scope3.1) in metric tonnes of material. To estimate theemissions of scope 3.12, the tonnes of materialpurchased are multiplied by an emission factor for
waste treatment, which varies depending on thetype of material. However, as not all purchases are
expressed in a unit of weight, the remaining
weight of purchases is estimated for the calculations in Scope 3.12. This kind of ratio in t/tCO ²e isalso used in Scope 3.1.

Several changes were implemented for Scope 3.11
Use of sold products:
 ELLA takes into account the proportion of­H
products used in electric and plug-in hybrid
vehicles instead of the average valuesof combustion engine vehicles, as was previously the case.
 hen determining the emissions ofWproducts for electric and plug-in hybrid
vehicles, the emissions upstream of electricity production were also taken into account inaddition to the emissions associated withelectricity production.
 he ratio of the power consumption of anTelectric vehicle to the weight of the vehicle
was adjusted in comparison to vehicles with a
combustion engine. More precise emission
factors were used for hybrid vehicles.
 he average weight and average emission
Tfactor / current consumption of the similarvehicle type used for vehicles without data inregional databases depends on the segment
and engine (e.g. average weight of an electricvehicle of the same segment for an electricvehicle).

Everything relating to the carbon footprint calculations and the specification of the associateduncertainties was prepared with the support of
Deloitte.

126
Annual Report 2023 Non-financial report Audit opinion

Independent Practitioner’s
Report on a limited
assurance engagement
on a combined separate
non-financial group report
To H­ ELLA GmbH & Co. KGaA, Lippstadt

Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft has performed a limited assurance engagement on theGerman version of the combined separate non-financial group report and issued an independent practitioner's report in German language, which isauthoritative. The following text is a non-bindingtranslation of the original German independentpractitioner’s report.

Assurance conclusion
We have performed a limited assurance engagement on the separate non-financial report of­HELLA GmbH & Co. KGaA, Lippstadt (hereinafterreferred to as “Company”), which is combined with
the non-financial report of the ­HELLA Group andwhich additionally comprises the chapter “General information on the ­HELLA Group” in the com-

127
Annual Report 2023 Non-financial report Audit opinion

bined management report of the Company
incorporated by reference for the purpose ofcomplying with section 315c in conjunction withsections 289c to 289e of the HGB [“Handelsgesetzbuch”: German Commercial Code] and Article 8 of Regulation (EU) 2020/852 of the European
Parliament and of the Council of 18 June 2020 on
the establishment of a framework to facilitatesustainable investment and amending Regulation(EU) 2019/2088 (hereinafter “EU Taxonomy Regulation”) and the Delegated Acts adopted thereunder for the period from 1 January 2023 to 31
December 2023 (hereinafter referred to as the“non-financial group report”).
Based on the assurance procedures performed
and the evidence obtained, nothing has come toour attention that causes us to believe that the
non-financial group report of the Company for theperiod from 1 January 2023 to 31 December 2023
is not prepared, in all material respects, in accordance with section 315c in conjunction with sections 289c to 289e of the HGB and Article 8 of EU
Taxonomy Regulation and the Delegated Acts
adopted thereunder as well as the interpretationby the legal representatives as disclosed in section“EU Taxonomy”.

Basis for the conclusion
We conducted our assurance engagement in accordance with the draft German auditing standard:
Limited assurance engagement on non-financial(group) reports outside the scope of an audit of financial statements (IDW EPS 991 (11.2022),
as issued by the Institute of Public Auditors in Germany, Incorporated Association [Institut der
Wirtschaftsprüfer in Deutschland e.V. (IDW)] andthe International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical
Financial Information”, issued by the International
Auditing and Assurance Standards Board (IAASB).
Our responsibility is further described in the section “Practitioner’s Responsibility for the limited
assurance engagement related to the separate
non-financial group report”.
Our audit firm has applied the quality assurance
system requirements by the IDW Standard on
Quality Management in the Audit Firm (IDW QS 1)
and accordingly of the International Standard on
Quality Management (ISQM 1) as issued by the
IAASB. We believe that the evidence we have obtained is sufficient and appropriate to provide abasis for our conclusion.

Emphasis of Matter Principles for the
preparation of the non-­financial group report
Without modifying our conclusion, we draw attention to the explanations in the non-financial groupreport, in which the principles for the preparationof the non-financial group report are described.
The non-financial group report was prepared by
the Company to meet the requirements of section
315c in conjunction with sections 289c to 289e of
the HGB and Article 8 of EU Taxonomy Regulationand the Delegated Acts adopted in this respect.
Consequently, the non-financial group report is
not suitable for other purposes.

Responsibility of the legal
representatives andthe supervisory board forthe non-financial groupreport
The legal representatives are responsible for the
preparation of the non-financial group report inaccordance with the relevant German legal andEuropean regulations and with the specific criteria
outlined by the legal representatives, as well as forsuch internal control as the legal representatives
determine it necessary to enable the preparationof a non-financial group report that is free frommaterial misstatement, whether due to fraud or
error (e.g. manipulation of the non-financial groupreport).
This responsibility of the legal representatives
includes the selection and application of appropriate methods to prepare the non-financialgroup report as well as making assumptions andestimates about individual non-financial disclosures that are reasonable under the given circumstances.
The relevant regulations contain phrases andterms that are subject to considerable uncertainties of interpretation and for which authoritative
comprehensive interpretations have not been
published yet. Accordingly, the legal representatives have provided their interpretations of suchphrases and terms in the section on the EU Taxonomy Regulation of the non-financial group report.
The legal representatives are responsible for the128
Annual Report 2023 Non-financial report Audit opinion

reasonableness of these interpretations. Due tothe immanent risk that such phrases and terms
may be interpreted differently by regulators or
courts, the legality of such interpretations is
uncertain.

Inquiries of personnel involved in the
preparation of the non-financial group reportabout the preparation process, internal
controls relevant to that process and thedisclosures in the non-financial group report,

The supervisory board is responsible for overseeing the process of preparing the non-financialgroup report.

Identifying and assessing the risk ofmaterial misstatement of the non-financialgroup report,

Practitioner’s responsibility
for the limited assurance
engagement related to thenon-financial group reportInspection of the relevant documentationof the systems and processes for collecting,aggregating and validating the data fromthe relevant functions in the reporting period,

Our objective is to express a conclusion with limited assurance, based on our limited assurance
engagement performed, as to whether any matters have come to our attention that cause us tobelieve that the non-financial group report has
not been prepared, in all material respects, inaccordance with the relevant German legal andEuropean regulations as well as the substantiating criteria outlined by the legal representativesof the Company.
In a limited assurance engagement, the procedures performed are less extensive than in areasonable assurance engagement, and accordingly, a significantly lower level of assurance isobtained. The selection of the assurance procedures is at the practitioner’s discretion.
In the course of our limited assurance engagement, we performed the following assurance
procedures and other activities, among others: valuation of the suitability of the criteriaEdisclosed by the legal representatives in the
non-financial group report,
Inquiries of personnel responsible for themateriality analysis to gain an understandingof the Company's approach to identifying
material issues and corresponding reporting
boundaries,
Inquiries of personnel involved on grouplevel to gain an understanding of the
preparation process to identify taxonomy-­eligible and taxonomy-aligned economic
activities and the corresponding disclosuresin the combined separate non-financialgroup report,Performing analytical procedures on selecteddisclosures in the non-financial group report,
Evaluation of future-oriented disclosures.
There is a significant unavoidable risk that
future events will differ materially from thefuture-oriented disclosures andEvaluation of the overall presentation of
the non-financial group report.
As set out in the description of the legal representatives' responsibilities, the legal representatives
have interpreted the wording and terms containedin the relevant regulations; the legality of theseinterpretations is subject to the inherent uncertainties mentioned in this description.

Restriction of use
We draw attention to the fact that the assurance
engagement was conducted for the Company’s
purposes and that the report is intended solely to
inform the Company about the results of the assurance engagement. As a result, it may not besuitable for another purpose than the aforementioned. Accordingly, the report is not intended to
be used by third parties for making (financial) decisions based on it. Our responsibility is to theCompany alone. We do not accept any responsibility towards third parties. Our assurance conclusion is not modified in this respect.

129
Annual report 2023 Non-financial report

General Engagement
Terms and Liability
The General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften[German Public Auditors and Public Audit Firms]
dated 1 January 2017 (https://www.mazars.de/Home/Services/Audit-Assurance/Auftragsbe­
dingungen) are applicable to this engagement
and also govern our relations with third parties in
the context of this engagement. In addition, pleaserefer to the liability provisions contained therein
no. 9 and to the exclusion of liability towards third
parties. We accept no responsibility, liability orother obligations towards third parties unless wehave concluded a written agreement to the contrary with the respective third party or liability
cannot effectively be precluded.
We make express reference to the fact that we will
not update the assurance report to reflect eventsor circumstances arising after it was issued, unlessrequired to do so by law. It is the sole responsibility of anyone taking note of the summarized resultof our work contained in this report to decide
whether and in what way this information is usefulor suitable for their purposes and to supplement,
verify or update it by means of their own review
procedures.

Frankfurt am Main, March 13, 2024
Mazars GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft

Yvonne Meyer
Wirtschaftsprüferin(German Public Auditor)

Julian Klose
Wirtschaftsprüfer(German Public Auditor)

Report by the Supervisory Board

130
Annual Report 2023

Report by the Supervisory Board

Report by theSupervisory Board

Ladies and Gentlemen,
In the fiscal year 2023, the Supervisory Board closely followed the situation and development of ­­HELLAGmbH & Co. KGaA. The Supervisory Board performed the tasks incumbent upon it as provided forby applicable law and the articles of association, andadvised and supervised the Management Board.

Work with
the Management Board
The Management Board regularly provided theSupervisory Board with written and verbal information on the business performance of ­­HELLA GmbH& Co. KGaA. In particular, the market and sales situation of the Company against the background ofgeneral economic developments, the financial situation of the Company and its subsidiaries as wellas earnings trends were presented to the Supervisory Board. In the context of the monthly reporting,sales and earnings performance figures were discussed for the ­­HELLA Group as a whole as well as
broken down by business segment. Furthermore,during the Supervisory Board meetings, the current business situation, the sales, earnings andcapital expenditure planning, as well as the operational targets were discussed. The Management
Board provided a detailed commentary regarding
any deviations in the course of business from thebudgeted values. The Management Board also reported regularly on current market developmentsin the automotive industry and on the status ofcoordination and cooperation activities between­­HELLA and the parent company FORVIA. The Chair-man of the Supervisory Board also engaged inregular dialogue with the CEO outside of the Supervisory Board meetings.

Focus of consultationsof the Supervisory Board
In the fiscal year 2023, the Supervisory Board held
four ordinary meetings, each of which was held in
person. Resolutions were also passed by shareholder resolution passed in writing.
The ordinary meetings were held 20 March 2023,
24 July 2023, 28 September 2023 and 12 December 2023.
At the ordinary meeting on 20 March 2023, which
was attended by representatives of the auditor, theannual financial statements of ­­HELLA GmbH& Co. KGaA and the Group as well as the dependentcompany report and the remuneration report of­­HELLA GmbH & Co. KGaA for the short fiscal year
2022 were presented and discussed in detail.
Based on the initial review by the Audit Committee,
the Supervisory Board approved both sets of financial statements. It also endorsed the proposal of
the General Partner for the appropriation of distributable profits. The dependency report for the
short fiscal year 2022 was intensively discussed
and approved by the Supervisory Board. The Supervisory Board also dealt with the remuneration
report for the short fiscal year 2022 and noted itwith approval. ­­HELLA made use of an exemption

131
Annual Report 2023

option under commercial law in the short fiscal
year 2022 and did not prepare its own non-financial reporting due to its inclusion in the reporting of
FORVIA S.E. Against this background, the Supervisory Board was presented with an overview of joint
non-financial reporting at FORVIA level for the
short fiscal year 2022. It also dealt with the reporton the Supervisory Board’s activities, and it discussed and adopted the proposed resolutions for
the Annual General Meeting on 28 April 2023. In
addition, the Management Board presented thecurrent company situation, in particular the statusof the cooperation between ­­HELLA and FORVIA.
At the ordinary meeting on 24 July 2023, the Management Board once again reported to the Supervisory Board on the current status of thecooperation between ­­HELLA and FORVIA, in particular on the establishment of a joint venture forthe areas of Indirect Purchasing and IT, in addition
to the current business development of the business segments and the Group. The current statusof the annual strategic planning process was alsopresented. The Management Board also provided
information on the implementation status of a new­­HELLA anti-corruption guideline and on current
developments with regard to non-financial reporting for fiscal year 2023. Finally, considerations forthe further organisation of the company headquarters in Lippstadt and measures for employee retention were presented and discussed.
At the ordinary meeting on 28 September 2023, theSupervisory Board discussed the process for theelection of new employee representatives to theSupervisory Board in 2024. The gender quota to be
fulfilled by the Supervisory Board was also discussed in this context. Other current corporate
governance topics were also discussed, such as
preparations for the efficiency review of the Supervisory Board in October 2023. In addition to thereport on the further development of the ­­HELLA
technology portfolio of the Business Groups Lighting and Electronics, the Management Board reported to the Supervisory Board on the current
situation of the company.
At the ordinary meeting on 12 December 2023, theSupervisory Board discussed the results of the2023 efficiency review and the measures derived
from it to further improve the cooperation of theBoard. In addition to the Management Board's report on the current business situation, the current
status of the restructuring of the company's headquarters in Lippstadt, as well as ­­HELLA's sustainability strategy, were also discussed.

Report by the Supervisory Board

The average attendance at the meetings of the Supervisory Board in the short fiscal year 2022 was
98%. Britta Peter was unable to attend a meetingof the Supervisory Board. The other members of
the Supervisory Board attended all meetings during their term of office.
Outside of the meetings, the Supervisory Board
passed resolutions by shareholder resolution
passed in writing in accordance with Section 15 (1)of the Articles of Association. This was to approveand adopt the ‘Declaration on the German Corporate Governance Code pursuant to Section 161 of
the German Stock Corporation Act (AktG)’ for 2023.

Work of the committees
The Supervisory Board has established an Audit
Committee that is responsible for the initial reviewof the annual financial statements, the consolidated financial statements, the combined management report, the proposal for the appropriation of
profits and the report from the General Partner on
relations with affiliates (dependency report). The
Audit Committee is also responsible for the preliminary audit of the non-financial reporting, unless astatutory exemption option is used. The Audit Committee decides on the agreements with the auditor,
in particular the audit assignment, the determination of the main points of the audit, and the fee
agreement. The Audit Committee also deals withthe monitoring duties prescribed by Section 107(3)sentence 2 AktG. Currently, the members of the
Audit Committee are Judith Buss (Chair), Paul Hellmann, Gabriele Herzog and Christian van Remmen.
The Audit Committee held five ordinary meetings
in the fiscal year 2023, on 12 January 2023, 2 March
2023, 26 April 2023, 20 July 2023 and 6 November
2023, as well as two extraordinary meetings on 9
February 2023 and 4 December 2023. With the exception of the meetings on 26 April 2023, 20 July
2023 and 4 December 2023, which were held asvideo conferences, these were held as face-to-faceevents. With the exception of Paul Hellmann, who
was unable to attend one of the meetings, all members of the Audit Committee took part in the meetings. This corresponds to an average presence of
96%. Representatives of the auditor for the shortfiscal year 2022, PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft (PwC), also attended the meetings from time to time. From themeeting on 20 July 2023, representatives of theauditor for the fiscal year 2023, Mazars GmbH &Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (Mazars), attended from time totime. By resolution of the Audit Committee, representatives of the Management Board of the Gener-

132
Annual Report 2023

al Partner also attended the meetings. Parts of the
Audit Committee meetings are regularly reserved
for consultations with the auditor, without thepresence of the Management Board. The Chair of
the Audit Committee also maintains a close dialogue with the auditor, the Management Board andthe managers in the Finance/Controlling department outside of meetings.
At the meeting on 12 January 2023, the Management Board presented the half-year financial statement of the short fiscal year 2022. In addition to thehalf-year reports from Corporate Audit, Risk Management and Compliance Management, the Audit
Committee also dealt with the draft report on theauditor selection process.
At the meeting on 9 February 2023, the Management Board presented the current status of theaudit of the annual financial statements for the
short fiscal year 2022. The ­­HELLA authorisation
guideline and the EMIR audit were also discussed.
In connection with the selection process for theauditor from the fiscal year 2023 onwards, various
auditors presented themselves at the Audit Committee meeting.
At the ordinary meeting on 2 March 2023, the Audit Committee examined the initial review of theannual financial statements and the consolidated
financial statements, the combined management
report, the proposal for the appropriation of profits, the dependency report and the dependentcompany report for the short fiscal year 2022.
Furthermore, the Audit Committee received an
overview of the remuneration report, ­­HELLA's
contribution to non-financial reporting by FORVIA
and the proposed resolutions to be discussed at
the Supervisory Board meeting on 20 March 2023
for the Annual General Meeting on 28 April 2023.
Another subject of the meeting was, once again,
the audit for the fiscal year 2023.
At the meeting on 26 April 2023, the Management
Board presented the three-month financial statement of the fiscal year 2023. The Audit Committee
also dealt with monitoring the quality of the auditof the financial statements for the short fiscal year
2022 and the scope of the audit engagement for
the fiscal year 2023.
At the meeting on 20 July 2023, the Management
Board presented the half-year financial statement
for fiscal year 2023 and a scheme to strengthen
cash flow generation in the ­­HELLA Group. The Audit Committee also determined the focal points of
the audit for the fiscal year 2023 and dealt with

Report by the Supervisory Board

the half-year reports of Corporate Audit, Risk
Management and Compliance Management.
­­HELLA's future financing strategy and the agreements with the auditor and the Group auditor
were also discussed.
At the meeting on 6 November 2023, the Management Board presented the nine-month financial
statement of the fiscal year 2023. The Audit Committee also addressed the monitoring of the auditor's audit quality and the current status of Mazars'
onboarding. The Audit Committee also discussed
the internal audit plan for the fiscal year 2024 andthe current status of risk management, ESG reporting and the company's financing strategy with theManagement Board. Current developments in the
Chinese market were also discussed.
At its meeting on 4 December 2023, the Audit
Committee dealt intensively with the preliminary
consolidated financial statements prepared as at
31 October 2023 (hard close) and the preparations
for the audit of the consolidated financial statements for the fiscal year 2023.
The Nomination Committee, consisting of Andreas
Renschler and Andreas Marti, which is responsible
for preparing the Supervisory Board's proposals to
the Annual General Meeting for the election ofshareholder representatives to the Supervisory
Board, did not meet in the fiscal year 2023.

Audit of the annual andconsolidated financial statements
On 28 April 2023, the Annual General Meeting appointed Mazars as auditor both for the annual
financial statements and for the consolidated financial statements for the fiscal year 2023. The
annual financial statements and the management
report of ­­HELLA GmbH & Co. KGaA for the fiscal
year 2023 were prepared by the General Partner inaccordance with the provisions applicable under
the German Commercial Code (Handelsgesetzbuch, “HGB”); the consolidated financial statements and the Group management report wereprepared in accordance with the International Financial Reporting Standards (IFRS) as adopted in
the European Union, and in accordance with theadditional commercial law provisions as they apply
under Section 315a HGB. The two sets of financial
statements, including the combined management
report and the dependency report for the fiscal
year 2023, were audited by the auditor Mazars,
which issued an unqualified auditors’ certificate forall documents. In addition, the non-financial report
was created for ­­HELLA GmbH & Co. KGaA and theGroup for the fiscal year 2023. This was audited by

133
Annual Report 2023

Report by the Supervisory Board

Mazars on behalf of the Supervisory Board in accordance with the “limited assurance” standard
and issued with an unqualified opinion. PwC has
also issued an unqualified opinion for the remuneration report for the fiscal year 2023 in accordance with Section 162(3) AktG.

and endorsed the proposal of the General Partner
for the appropriation of distributable profits. Furthermore, after review and discussion, the Supervisory Board noted, with approval, the remuneration
report for the fiscal year 2023 prepared by the Management Board and the Shareholder Committee.

The Audit Committee of the Supervisory Board
thoroughly reviewed the annual financial statements for the fiscal year 2023 at its meetings on 4
March 2024 and 13 March 2024. The representatives of the auditor, present at the meeting of the
Audit Committee, reported on the result of theiraudits and gave additional information. In thecourse of its audit, the auditor did not find any
material shortcomings in respect of the organisation and effectiveness of the internal control andrisk management system. Furthermore, the Audit
Committee discussed the initial review of the dependency report and the non-financial reportingfor the fiscal year 2023. In this context, Mazars presented and discussed in detail the results of theaudit of the dependent-company report and thenon-financial report. In addition, the Audit Committee dealt with the remuneration report for the fiscal year 2023 at the meetings on 4 March 2024 and
13 March 2024.

Composition of
the Supervisory Board

Based on the preparatory initial review by its Audit
Committee, the Supervisory Board, for its part, also
reviewed the annual financial statements of ­­HELLAGmbH & Co. KGaA, the consolidated financial statements, the combined management report, the dependency report and the non-financial report for
the fiscal year 2023. Given the final result of theSupervisory Board’s review, there are no objections
to be raised against the annual financial statements, the consolidated financial statements, theManagement Board declaration at the end of thedependent-company report or the non-financial
reporting. At its meeting on 14 March 2024, which
was also attended by the representatives of theauditor Mazars, the Supervisory Board approved
the annual financial statements, the consolidated
financial statements and the non-financial report,

The Supervisory Board would also like to express
its gratitude and appreciation to the members of
the Management Board and to all ­­HELLA employees worldwide for their commitment and successful achievements in the fiscal year 2023, which wascharacterised by a challenging market environment, persistent cost inflation and disruptive geopolitical events.

On the shareholder representatives’ side, there
were no changes in the reporting period.
On the employee representatives’ side, there were
the following changes in the reporting period:
Dr. Michaela Schäfer resigned as a member of theSupervisory Board with effect from 31 January
2023. At the request of the general partner andthe Chair of the Supervisory Board, the Paderborn
Local Court therefore appointed Anke Sommermeyer as the successor to Dr. Michaela Schäferwith effect from 11 July 2023.

Thanks to the membersof the Management Boardand to all employees

Lippstadt, 14 March 2024

On behalf of the Supervisory Board

Andreas Renschler

Consolidated financial
statements of­HELLA GmbH & Co. KGaA
for the fiscal year 2023 from 01 January 2023
to 31 December 2023

Notes to the statement of financial position

Consolidated income statement

135

Consolidated statement of comprehensive income136

23 Cash and cash equivalents

172

Consolidated statement of financial position

137

24 Financial assets

172

Consolidated cash flow statement

138

25 Trade receivables

172

Consolidated statement of changes in equity

139

26 Other receivables and non-financial assets

173

27 Inventories

173

28 Contract assets and contract obligations174

29 Non-current assets held for sale 

174

Consolidated notes
01 Basic information

141

30 Intangible assets

175

02 Scope of consolidation

142

31 Property, plant and equipment

179

03 Company acquisitions142

32 Investments accounted for using the equity method 

181

04 Principles of consolidation

143

33 Deferred tax assets / liabilities

185

05 Currency translation

144

34 Other non-current assets

187

06 New accounting standards

145

35 Trade payables

187

07 Basis of preparation and accounting147

36 Other liabilities

188

08 Discretionary decisions and management estimates

156

37 Provisions188

09 Prior-year figures

159

38 Financial liabilities

196

Other notes

Notes to the consolidated income statement
10 Sales161

39 Equity

197

11 Cost of sales 

161

40 Notes to the cash flow statement

197

12 Research and development expenses

162

41 Net cash flow

199

13 Distribution expenses

162

42 Information on related party relationships

199

14 Administrative expenses

162

43 D
 eclaration of Conformity with

15 Other income and expenses

162

the Corporate Governance Code204

16 Net financial result

163

44 Disclosures on financial instruments

205

17 Income taxes

164

45 Contractual commitments

219

18 Personnel 

165

46 Contingent liabilities

219

19	Earnings per share

166

47 Information on leases

220

20 Appropriation of earnings

166

48 Events after the balance sheet date

222

21 Operating income167

49 Audit fees

223

22 Segment reporting

168
Scope of consolidation

224

Independent auditors' certificate

228

Key performance indicators in a three-year comparison

244

135
Annual Report 2023

Consolidated financial statements – Consolidated income statement

Consolidated income statementof ­HELLA GmbH & Co. KGaA from 1 January 2023 to 31 December 2023 andfrom 1 June 2022 to 31 December 2022

Notes

2023

2022

Sales

10

7,954,141

4,410,044

Cost of sales

11-5,943,353-3,467,788

2,010,789

942,256€ thousand

Gross profit
Research and development expenses

12-881,633-460,584

Distribution expenses

13-380,650-214,008

Administrative expenses

14-315,464-148,670

Other income

15

45,286289,618

Other expenses

15-28,281-53,136

Earnings from investments accounted for using the equity
method32

13,947

26,85034

421

464,027

382,749

Other income from investments
Earnings before interest and taxes (EBIT)
Financial income

16

59,646

12,202Financial expenses

16-126,699-36,936

Net financial result

16-67,052-24,733

396,975

358,015-130,658-5,940266,317352,075

263,919

350,528

2,398

1,548

Earnings before income taxes (EBT)
Income taxes

17

Earnings for the periodof which attributable:
to the owners of the parent company
to non-controlling interests
Basic earnings per share in €

19

2.38

3.15

Diluted earnings per share in €

19

2.38

3.15

At the start of fiscal year 2023, H­ ELLA introduced the “operating income margin” key performance indicator for internal and external reporting. In
the 2023 reporting period, the operating income margin was +6.1%, compared to +4.4% in the prior year. Operating income totalled
EUR +486.3 million in absolute terms and EUR +194.8 million in the prior year. Please refer to chapter 21 for further information.

136
Annual Report 2023

Consolidated Financial Statements – Consolidated Statement of Comprehensive Income

Consolidated statement of comprehensive income(after-tax view) of ­HELLA GmbH & Co. KGaA from 1 January 2023 to 31 December 2023
and from 1 June 2022 to 31 December 2022

2023

2022

Earnings for the period

266,317352,075

Currency translation differences-76,214-31,965

Changes recognised in equity-76,214-31,7940-171€ thousandP rofits (-) / losses (+)
reclassified to profit or loss
Financial instruments for cash flow hedging-10,238

25,981

Changes recognised in equity

21,92522,538

Profits (-) / losses (+)
reclassified to profit or loss

-32,1633,444

Change in fair value ofdebt capital instruments held

2,301

-6,158Changes recognised in equity

2,482-6,199 rofits (-) / losses (+)
P
reclassified to profit or loss

-181

41

Share of other comprehensive income attributable to associates
and joint ventures-8,539-4,225

Items that were or can be transferred to profit or loss

-84,150-12,142

Remeasurements of defined benefit plans-25,067

36,4396

838

Items never transferred to profit or loss

-25,067

36,439Other earnings for the period-109,217

24,297

Comprehensive income for the period

157,100

376,373

156,041

375,478

1,059

894

Share of other comprehensive income attributable to associates and joint
venturesof which attributable:
to the owners of the parent company
to non-controlling interests
Other earnings from non-controlling interests are attributable to currency translation differences andremeasurement from defined benefit plans.

137
Annual Report 2023

Consolidated financial statements – Consolidated balance sheet

Consolidated statement of financial positionof ­HELLA GmbH & Co. KGaA as of 31 December 2023 and 31 December 2022

€ thousand

Notes

31 December 2023

31 December 2022

Cash and cash equivalents

23

1,090,450

1,285,924

Financial assets

24

127,929

185,780

Trade receivables

25

923,065

1,012,367

Other receivables and non-financial assets

26

263,426

269,842

Inventories

27

1,124,531

1,168,198

38,14733,807

Current tax assets
Contract assets

28

116,774

48,834

Assets held for sale29

72,58703,756,909

4,004,752

Current assets
Intangible assets

30

544,954477,552

Property, plant and equipment

31

2,247,591

2,267,298

Financial assets

24

78,79994,069Investments accounted for using the equity method

32

123,399

203,008

Deferred tax assets

33

88,391

93,411

Contract assets

28

115,824

69,958Other non-current assets

34

105,777

87,492

Non-current assets

3,304,735

3,292,788

Assets

7,061,644

7,297,540

Financial liabilities

38434,288

253,861

Trade payables

35

1,364,891

1,334,840

72,92254,015Current tax liabilities
Other liabilities

36

516,589

422,837

Provisions

37

154,520

227,603

Contract obligations

28

138,369

110,797

2,681,579

2,403,953

Current liabilities
Financial liabilities

38

840,375

1,174,952

Deferred tax liabilities

33

43,75042,152Other liabilities

36

77,67948,476

Provisions

37

520,335

566,938

1,482,139

1,832,519

Non-current liabilities
Subscribed capital

39

222,222

222,222

Reserves and unappropriated surplus

39

2,671,207

2,835,100

Equity before non-controlling interests

39

2,893,429

3,057,322

Non-controlling interests

39

4,497

3,747

Equity2,897,926

3,061,069

Equity and liabilities

7,061,644

7,297,540

138
Annual Report 2023

Consolidated financial statements – Cash flow statement

Consolidated cash flow statementof ­HELLA GmbH & Co. KGaA from 1 January 2023 to 31 December 2023
and from 1 June 2022 to 31 December 2022

€ thousand
Earnings before income taxes (EBT)

2023

2022

396,975

358,015

Depreciation, amortisation, impairments and reversals of impairment losses

556,701-13,507

Change in provisions-163,104

335,744

Other non-cash income / expenses and cash flows not attributable to operating activities-60,011-277,692

265

1,768

Net financial result

67,052

24,733

Change in trade receivables and other assets not attributable to investingor financing activities-41,537

5,530

Profits/losses from the sale of property, plant and equipment andintangible assets

9,210-40,827

Change in trade payables and other liabilities not attributable to investing or financing
activities

Change in inventories

165,515

263,403

Tax refunds received

11,1507,156-110,670-39,811

Dividends received

Taxes paid

6,887

13,463

Interest received

23,563

6,122

Interest paid

-36,302-18,577

Cash flow from operating activities

825,694

625,521

Cash receipts from the sale of property, plant and equipment and of intangible assets

14,785

10,835

Payments for the purchase of property, plant and equipment-464,383-309,091

Payments for the purchase of intangible assets-170,802-94,191

Payments for loans granted to investments-5,667-2,630

Payments for capital contributions to associated companies, joint ventures andunconsolidated companies-2,338-3,143

Cash receipts from the sale of investments in associates and joint ventures and otherinvestments

32,908284,944

Payments for the acquisition of non-consolidated subsidiaries and other investments-6,328-245

Net payments for the purchase, sale and redemption of securities

63,329240,986

Cash flow from investing activities-538,497

127,466

Payments for the repayment of financial liabilities-163,616-22,378

Cash receipts from changes in financial liabilities

14,59841,683

Dividends paid

-320,243-54,496

Cash flow from financing activities-469,261-35,192

Net change in cash and cash equivalents-182,064

717,795

Cash and cash equivalents at the beginning of the fiscal year

1,285,924

576,129

Effect of exchange rate changes on cash and cash equivalents-13,410-8,001

1,090,450

1,285,924

Cash and cash equivalents at the end of the fiscal year
See also chapter 40 for notes to the cash flow statement

139
Annual Report 2023

Consolidated financial statements – Consolidated statement of changes in equity

Consolidated statement of changes in equityof ­HELLA GmbH & Co. KGaA from 1 June 2022 to 31 December 2022 and from 1 January2023 to 31 December 2023

Reserve forReserve forcurrency
financialtranslation
instruments fordifferences cash flow hedging

Reserve fordebt capital
instruments

Subscribed
capitalCapital reserve

222,222250,234

14,337-32,724-11,063

Earnings for the period

0

0

0

0

0

€ thousand
As at: 01 June 2022

Other earnings for the period00-31,31225,981-6,158Comprehensive income
for the period00-31,31225,981-6,158Distributions to shareholders

0

0

0

0

0

Transactions with shareholders

0

0

0

0

0

As at: 31 December 2022

222,222250,234-16,975-6,743-17,221

As at: 01 January 2023

222,222250,234-16,975-6,743-17,221

Earnings for the period

0

0

0

0

0

Other earnings for the period00-74,846-10,238

2,301

Comprehensive income
for the period00-74,846-10,2382,301

Distributions to shareholders

0

0

0

0

0

Changes in ownership interests in
subsidiaries

0

0

-49

0

0

Transactions with shareholders

0

0

-49

0

0

222,222250,234-91,870-16,981-14,920

As at: 31 December 2023
See also Chapter 39 for notes on equity

Other earnings from non-controlling interests are attributable to currency translation differences andremeasurement from defined benefit plans.

140
Annual Report 2023

€ thousand

Consolidated financial statements – Consolidated statement of changes in equity

Reserves
Remeasure- Other retained
earnings / and unapproment from deprofit carried
priatedfined benefit
forwardsurplusplans

As at: 01 June 2022

Earnings for the period

Equitybefore noncontrollinginterests

Noncontrollinginterests

Equity-49,153

2,342,436

2,514,066

2,736,288

2,852

2,739,1400350,528

350,528

350,528

1,548

352,075

Other earnings for the period

36,4390

24,951

24,951-653

24,297

Comprehensive income forthe period

36,439350,528

375,478

375,478894

376,373

Distributions to shareholders

0-54,444-54,444-54,4440-54,444

Transactions withshareholders

0-54,444-54,444-54,4440-54,444

As at: 31 December 2022

-12,7142,638,520

2,835,100

3,057,322

3,747

3,061,069

As at: 01 January 2023

-12,7142,638,520

2,835,100

3,057,322

3,747

3,061,069

Earnings for the period

0263,919

263,919

263,919

2,398

266,317

Other earnings for the period-25,095

0-107,878-107,878-1,340-109,217

Comprehensive income forthe period-25,095

263,919

156,041

156,041

1,059

157,100

Distributions to shareholders

0-320,000-320,000-320,000-243-320,243

Changes in ownership interestsin subsidiaries

-2

116

65

65

-65

0

-2

-319,884-319,935-319,935-308-320,243-37,8122,582,555

2,671,207

2,893,429

4,497

2,897,926

Transactions withshareholders
As at: 31 December 2023
See also Chapter 39 for notes on equity

Other earnings from non-controlling interests are attributable to currency translation differences andremeasurement from defined benefit plans.

141
Annual Report 2023

Consolidated notes – Basic information

Consolidated notes

01 Basic information­­
HELLA
GmbH & Co. KGaA and its subsidiaries (collectively referred to as the “Group”) develop andmanufacture lighting technology and electronics
components and systems for the automotive industry. In addition to the development and manufacture of components, the Group also producescomplete vehicle modules and air-conditioning
systems in joint venture companies. The Group's
production and manufacturing sites are locatedacross the globe; its most significant markets are inEurope, the USA and Asia, particularly China. In
addition, ­­HELLA has its own international sales network for all kinds of vehicle accessories.
The Company is a listed stock corporation, which
was founded and is based in Lippstadt, Germany.
The address of the Company’s registered office is
Rixbecker Str. 75, 59552 Lippstadt, Germany.
­­HELLA GmbH & Co. KGaA is registered in the Commercial Register B of the Local Court of Paderborn
under the number HRB 6857. Its direct parent company is Forvia Germany GmbH. ­­HELLA GmbH & Co.
KGaA is included in the higher-level consolidated
financial statements of FORVIA S.E., Nanterre(Hauts-de-Seine), France, which constitutes thehighest level controlling company. The consolidated financial statements of Forvia S.E. are published
via the French online portal BODACC (Bulletin officiel des annonces civiles et commerciales).
­­
HELLA
GmbH & Co. KGaA changed its fiscal year tothe period from 1 January to 31 December of therespective year with effect from 1 January 2023 byresolution of the Extraordinary Annual General
Meeting on 29 April 2022. The change in the fiscal
year was entered in the Commercial Register on
8 September 2022. The period from 1 June 2022 to
31 December 2022 was a short fiscal year. The
short fiscal year covers a period of seven months,

while the regular fiscal year of the current fiscal
year covered twelve months. Thus, the two reporting periods are only comparable to a limited extent. In the following tables, the figures for 2022
refer to this short fiscal year.
The consolidated financial statements of the­­HELLA Group for the fiscal year 2023 were prepared on the basis of Section 315e(1) of the German Commercial Code (Handelsgesetzbuch, HGB)in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. In the
consolidated financial statements, the ­­HELLAGroup has applied all standards and interpretations adopted by the IASB and endorsed by the EU
the application of which was mandatory as at
31 December 2023.
The comparative prior year values have been determined according to the same principles. The
consolidated financial statements are prepared ineuros (€). Amounts are commercially rounded to
the nearest thousand euros (€ thousand).
The consolidated financial statements are prepared using accounting and measurement methods that are applied consistently within the Groupon the basis of amortised historical cost. This does
not apply for assets that are held for sale and derivative financial instruments, which are measured
at fair value. The consolidated income statement isprepared using the cost-of-sales method. The current/non-current distinction is observed in the
consolidated balance sheet. The amounts reported
under current assets or liabilities have a maturityof up to twelve months or are realised within thenormal course of business. Accordingly, non-current items have a maturity of more than twelve
months or are allocated to current assets due to142
Annual Report 2023

Consolidated notes – Basic information

The most important subsidiaries are set out below:
Share of equity (%)
31 December
2023 31 December 2022

CompanyCountryCity­­HELLA Automotive Mexico S.A. de C.V.

MexicoTlalnepantla

100

100

­­HELLA Shanghai Electronics Co., Ltd.

China

100

100

100

100

100

100

­­HELLA Slovakia Signal-Lighting s.r.o.

Slovakia

Jiaxing ­­HELLA Lighting Co., Ltd.

China

Shanghai
Bánovce nad
Bebravou
Jiaxing­­HELLA Romania s.r.l.

Romania

Ghiroda-Timisoara

100

100

­­HELLA Autotechnik Nova s.r.o.

Czech RepublicMohelnice

100

100

­­HELLA Electronics Corporation

USA

Plymouth, MI

100

100

­­HELLA Saturnus Slovenija d.o.o.

Slovenia

Ljubljana

100

100

Changchun ­­HELLA Automotive Lighting Ltd.

China

Changchun

100

100

­­HELLA Fahrzeugkomponenten GmbHGermany

Bremen100

100

A complete listing of the shares held by the Group can be found in an attachment to the consolidated notes.

the normal course of business. In order to enhance
the clarity of the presentation, items of consolidated balance sheet and consolidated income statement have been grouped together where this isappropriate and possible. These items are broken
down and explained in the consolidated notes.
Please note that where sums and percentages in
the report have been rounded, differences may
arise as a result of commercial rounding.
The Management Board released the consolidated
financial statements for submission to the Supervisory Board on 29 February 2024. It is the responsibility of the Supervisory Board to review theconsolidated financial statements and declare its
approval. A resolution by the Supervisory Board
approving the consolidated financial statements is
expected to be passed at the ordinary Supervisory
Board meeting to be held on 14 March 2024.

02 Scope of consolidation
In addition to ­­HELLA GmbH & Co. KGaA, all significant domestic and foreign subsidiaries that are directly or indirectly controlled by ­­HELLA are includedin the scope of consolidation. In the current fiscal
year 2023, the company ­­HELLA Finance International BV was liquidated and the company ­­HELLAElectronics Engineering GmbH was merged with­­HELLA GmbH & Co. KGaA.
Associate companies and joint venture companies
are included in the consolidated financial statements using the equity method of accounting.

31 December
2023

31 December
2022

Fully consolidated
companies

75

77

Associated companies andjoint ventures22

22

NumberBehr ­HELLA Thermocontrol GmbH (BHTC) is included in the consolidated financial statements as an
associate and is recognised under assets held forsale from the date of this report (see Chapters 29
and 32). ­HELLA Pagid GmbH (hereinafter referred
to as ­HELLA Pagid) was reclassified from associates
to non-consolidated companies (see Chapter 3).
Associate H­ ELLA Faway Automotive Lighting (Tianjin) Co., Ltd was founded in the current fiscal year.

03 Company acquisitions
On 22 December 2023, the remaining 50% of sharesin the German company ­­HELLA Pagid GmbH wereacquired. The purchase price totalled €3,375 thousand. This will lead to a change in the consolidation
method in future, as ­­HELLA Pagid was previously
included in the consolidated financial statements
using the equity method. ­­HELLA Pagid is not fully
consolidated in the 2023 consolidated financial
statements and is recognised under non-current financial assets as it is of minor significance for theGroup's net assets, financial position and results ofoperations. The Group's investments in this company were recognised at fair value.

143
Annual Report 2023

04 Principles of
consolidation
If the balance sheet date of a subsidiary is not thesame as that of ­­HELLA GmbH & Co. KGaA, interim
financial statements are prepared effective 31 December.

Business combinations
Acquired subsidiaries are accounted for using thepurchase method. The acquisition costs correspond to the fair value of the assets acquired, theequity instruments issued and the liabilities arising or assumed on the transaction date. They also
include the fair values of all recognised assets andliabilities arising from contingent consideration.
Acquisition-related costs are recognised as expenses when they arise. Upon first consolidation,
identifiable assets acquired and liabilities andcontingent liabilities assumed in a business combination are measured at their fair value on thedate of acquisition. Goodwill is recognised as theamount by which the business combination costs,
the amount of the non-controlling interests in theacquired company and the share of equity alreadyheld on the acquisition date and measured at fairvalue, exceed the net assets measured at fair value. If this figure is negative, the difference is recognised directly in the income statement after
reassessment.

Non-controlling interests
In the case of each business combination, theGroup determines whether the non-controllinginterests in the acquired company are to be measured at their fair value or in accordance with proportion of the net assets of the acquired company
held at the date of acquisition. Transactions for thepurchase or sale of non-controlling interests that
do not result in a loss of control are recorded as
equity transactions. Any difference between the
figure by which the carrying amount of the non-controlling interests is adjusted to match the current
interest held in the company and the fair value ofthe consideration rendered or received is recognised directly within equity.
Any binding put options that have been agreed for
non-controlling interests are recognised within financial liabilities and measured at their fair valueon the basis of the agreed purchase price. If the put
option is related to the purchase of a majority holding in the company concerned, its value is recognised as part of the business combination costs.

Consolidated notes – Basic information

Subsidiaries
Subsidiaries are entities that are controlled by theGroup. The Group is deemed to control a subsidiary if it is exposed to varying returns from its involvement with the subsidiary or has rights toreturns and has the ability to use its power over thesubsidiary to affect these returns. The financial
statements of subsidiaries are included in the consolidated financial statements as of the date on
which the Group gains control over them and until
the date on which control over them ends.

Investments accounted forusing the equity method
Investments accounted for using the equity method comprise shares in joint venture companies andassociates.
Joint ventures are joint arrangements in which­­­HELLA exercises joint control together with otherpartners and also has rights to the arrangement's
equity.
Associates are entities over which the Group exercises material influence, but no control, and in which
it usually holds 20% to 50% of the voting rights.
Shares in joint ventures and associates are accounted for using the equity method and are recorded at historical cost upon initial recognition.
The Group’s share also includes the goodwill arising on acquisition (less cumulative impairments).
The Group’s share in the profits and losses is recognised in the income statement from the acquisition
date. The cumulative changes following acquisition
are deducted from or added to the carrying amountof the investment. If losses have reduced the fairvalue of the Group's share to zero, additional losses
are only allowed for and recognised as liabilities tothe extent that ­­HELLA is subject to legal or constructive obligations to settle such losses. Gains at a later
period are not taken into account until they are
sufficient to cover the unrecognised loss.
Contractually agreed put and call options as well aschange of control clauses are reviewed at the balance sheet date.

Intra-Group transactions
Intra-Group transactions, balances and unrealised
gains or losses from intra-Group transactions are
eliminated. However, the existence of unrealised
losses is viewed as an indication that the transferred asset must be examined for impairment.

144
Annual Report 2023

05 Currency translation
Foreign currency gains and losses from monetary
assets and monetary liabilities are recognised in
profit or loss. One exception to this rule is a monetary item designated as a hedging item in a cash
flow hedge for which the Company has elected torecognise changes in fair value in other income.
Currency translation differences for non-monetary
items, changes which are recognised at fair value inthe income statement (for example, equity instruments measured at fair value through profit or loss
(FVPL)), are reported in the income statement as
part of the gain or loss from measurement at fairvalue. However, currency translation differences fornon-monetary items, changes which are recognised
at fair value within equity (for example, equity instruments measured at fair value through othercomprehensive income (FVOCI)), are included in therevaluation reserve as part of other reserves.

Functional currency andreporting currency
The items included in the financial statements ofeach of the Group companies are measured using
the currency of the primary economic environment in which the company operates (functional
currency).
The consolidated financial statements are prepared in euros, the functional and reporting currency of ­­HELLA GmbH & Co. KGaA.
The net profit/loss and balance sheet items of all
Group companies that have a functional currency
other than the euro are treated as follows:

Consolidated notes – Basic information1

 ssets and liabilities are translated into euros
A
for each balance sheet date using the spot
exchange rate.

2Income and expenses are translated for each
income statement using the average exchange rate (unless this fails to give an appropriate approximation of the cumulative
effects that would have arisen from currencytranslation at the rates prevailing on thetransaction dates, in which case income andexpenses are translated at the rates prevailing on the transaction dates).

3

 ny currency translation differences areA
recognised in equity as separate items within
the currency translation reserve and, hence,in other comprehensive income.

Transactions andoutstanding balances
Foreign currency transactions are translated into
the functional currency at the spot exchange rateapplicable on the transaction date. Gains and losses
from the settlement of such transactions as well asfrom the translation of financial assets and liabilities
held in foreign currencies at the spot exchange rate
are recognised in the income statement unless they
are designated as qualified cash flow hedges, inwhich case they are recognised within equity.
On consolidation, currency translation differences
on financial liabilities and other currency instruments designated as hedges of such investments
are recognised directly in equity. If a foreign business is sold, any currency translation differences so
far recognised within equity are recognised in the

The exchange rates used to translate the main currencies for ­­HELLA were as follows:

Average
2023

Reporting date2022

31 December
2023

31 December2022€ 1 = US dollar

1.08101.0202

1.10501.0666€ 1 = Czech koruna

24.001724.5159

24.7240

24.1160€ 1 = Japanese yen

151.9122

141.5888

156.3300

140.6600€ 1 = Mexican peso

19.1796

20.361218.723120.8560€ 1 = Chinese renminbi

7.65547.07557.85097.3582€ 1 = Romanian leu

4.94644.92124.9756

4.9495€ 1 = Indian rupee

89.2788

82.1661

91.9045

88.1710

145
Annual Report 2023

income statement as part of the profit or loss derived
from the sale. Goodwill arising from business combinations and from disclosed hidden reserves and liabilities that are recognised as adjustments to thecarrying amounts of the assets and liabilities of thecompany concerned are translated using the end-ofyear spot exchange rate on the balance sheet date in
the same way as that applied to assets and liabilities.

06 New accounting standards
The Group has applied the following
amendments which were adopted
by the EU as European law as at thebalance sheet date for the first timein the short fiscal year 2023:
IFRS 17 "Insurance Contracts"
On 18 May 2017, the IASB published the standard
IFRS 17 “Insurance Contracts”. IFRS 17 sets out the
principles for the recognition, measurement, presentation and disclosure of insurance contracts. The
new standard supersedes the IFRS 4 “Insurance
Contracts”. Under IFRS 4, reporting entities had theoption to apply a large number of financial reporting
practices that were heavily influenced by national
accounting laws and regulations. The new standard
will therefore result in a standard and credible presentation of the accounting of insurance contracts. In
June 2020, the IASB published a number of amendments and clarifications in eight areas of IFRS 17
with the aim of facilitating the application, implementation and transition, which are not intended tochange the fundamental principles of the standard.
In December 2021, the IASB published further
amendments to IFRS 17 that affect entities applying
IFRS 17 and IFRS 9 simultaneously for the first time.
The addition made to IFRS 17 allows those adopting

Consolidated notes – Basic information

the standard for the first time to present financial
assets in the comparative period as if the classification and measurement rules in IFRS 9 had been applied to these financial assets (classification overlay).
The application of both amendments had no effecton ­­HELLA's consolidated financial statements.
IAS 1 “Presentation of Financial Statements”:
Information on accounting policies andmeasurement methods
On 12 February 2021, the IASB published amendments to IAS 1 according to which it is only necessary to present the “material” accounting methods
in the notes and thus to emphasise company-specific rather than standardised disclosures. To beconsidered “material”, the accounting policy must
be related to material transactions or other events,
and there must be an occasion for presentation.
For example, the reason may be that the method
has been changed, an option is involved, the method is complex or highly discretionary or it has beendeveloped in accordance with IAS 8. This had no
significant impact on the ­­HELLA consolidated financial statements.
IAS 8 “Accounting Policies, Changes
in Accounting Estimates and Errors”:
Definition of Accounting Estimates
On 12 February 2021, the IASB published anamendment to IAS 8 that clarifies how companies
can better distinguish changes in accounting policies from changes in estimates. For this purpose,the definition states that an accounting estimate isalways related to an uncertain valuation of a financial value in the financial statements. In addition to
input parameters, a company also uses valuation
methods to establish an estimate. Valuation methods can entail estimation methods or measurement techniques. This had no significant impact on
the ­­HELLA consolidated financial statements.

146
Annual Report 2023

IAS 12 “Income taxes”: Deferred Tax Related
to Assets and Liabilities Arising from a Single
Transaction
On 7 May 2021, the IASB issued a pronouncement
which amends IAS 12 restricting what is known as
the “Initial Recognition Exemption” (IRE) so that
this no longer applies to business transactions
that give rise to deductible and taxable temporary
differences of the same amount. The application
had no material impact on ­­HELLA’s consolidated
financial statements.
IAS 12 “Income taxes”: Internationaltax reform – "Pillar Two Rule Models"On 23 May 2023, the IASB published further amendments to IAS 12, whereby a temporary exemption
from the obligation to recognise deferred taxes resulting from the implementation of Pillar Two regulations was included for affected companies.
In addition, specific disclosure requirements havebeen introduced to help investors better understand the impact of the supplementary taxes on
the company, particularly before the country-specific legislation implementing the minimum taxation comes into force. The regulations wereadopted into European law by the EU on 8 November 2023 and they will apply retroactively from
1 January 2023.
In accordance with the national legal standards
relevant to ­­HELLA GmbH & Co. KGaA (Section 4 III,IV and Section 8 II MinStG), the indirect majority
shareholding of FORVIA S.E. in ­­HELLA GmbH & Co.
KGaA qualifies FORVIA S.E. as the ultimate parent
company within the meaning of BEPS Pillar 2 ("BaseErosion and Profit Shifting" Pillar 2). Corresponding
disclosure requirements are included in the
FORVIA consolidated financial statements. Due tothe current investment structure, neither actual
nor deferred income tax effects from BEPS Pillar 2
are therefore recognised in the ­HELLA consolidated financial statements.

The following amended IFRS have already been adopted by the EU as European law as of the balance sheet date
but will not take effect until a later
date:
Amendments to IAS 1 “Presentation of
Financial Statements”:
On 23 January 2020, the IASB published the amendments "Classification of liabilities as current or
non-current". In future, the classification as current
or non-current will be based on the rights held by
the Company on the balance sheet date. According

Consolidated notes – Basic information

to this, the unconditional right is no longer used asa basis, but rather liabilities are classified as
non-current if the company has a substantive rightat the end of the reporting period to defer settlement of the liability for at least twelve months after
the balance sheet date.
In addition, the amendments “Long-term liabilities
with ancillary conditions” were issued on 31 October
2022. These amendments to IAS 1 clarify with respect to the classification of liabilities as current or
non-current that only ancillary conditions that anentity must meet on or before the reporting dateaffect this classification. However, an entity shalldisclose in the notes information that enables usersof the financial statements to understand the riskthat long-term liabilities with ancillary conditions
could become repayable within twelve months.
With the recently published further amendments
to IAS 1, the IASB has subsequently postponed the
mandatory application date for all amendments to
IAS 1. These amendments must be applied to fiscal
years commencing on or after 1 January 2024, retrospectively. The effects on the consolidated financial statements are currently being analysed.
IFRS 16 “Leases”: Lease liability in a sale andleaseback transaction
The IASB published amendments to IFRS 16 on saleand leaseback transactions on 22 September 2022.
These provide that a seller-lessee shall subsequently measure lease liabilities arising from a saleand leaseback transaction so as not to recognise
any amount of gain or loss relating to the right ofuse retained. These amendments are mandatory
for fiscal years commencing on or after 1 January
2024. No impact on the consolidated financial
statements is expected.

As of the balance sheet date,
the following new or amended IFRS
have not yet been adopted by
the EU and will not be applicableuntil a later date:
The ­­HELLA Group plans to apply the newly issued
standards and amendments from the date of mandatory first-time application after adoption andapplicability in the EU.
IAS 7 “Financial cash flow statement” andIFRS 7 “Financial Instruments: Details”:
Supplier financing agreements
On 25 May 2023, the IASB published amendments
to IAS 7 and IFRS 7 on supplier financing agreements ("reverse factoring" agreements). These

147
Annual Report 2023

supplement the existing disclosures in that companies are obliged to provide qualitative and quantitative information on financing agreements with
suppliers. This is intended to increase the transparency of supplier financing agreements and theirimpact on a company's liabilities and cash flows aswell as its liquidity risk. These amendments aremandatory for fiscal years commencing on or after
1 January 2024. The reverse factoring programmes
implemented do not result in any changes in therelevant characteristics of trade payables. The
trade payables included in these programmes are
therefore still reported as such and the cash flows
from these agreements are reported in the cash
flow from operating activities. Due to the unchanged payment terms of the liabilities transferred under this programme, there are nomaterial effects on the ­HELLA Group's liquidity. The
specific effects on the ­HELLA consolidated financial
statements are costs being analysed.
IAS 21 “The Effects of Foreign Exchange
Rate Changes”: Lack of exchangeability ofa currency
On 15 August 2023, the IASB published amendments to IAS 21. These provide for a standardised
approach when assessing whether a currency is
exchangeable into another currency. If this is not
the case, IAS 21 now contains rules on how to determine the exchange rate to be used. In addition,
extended disclosures in the notes are required.
These amendments are mandatory for fiscal years
commencing on or after 1 January 2025. Possible
effects on the ­­HELLA consolidated financial statements are currently being analysed.

07 Basis of preparation
and accounting
Revenue recognition
Only product sales and services resulting from theCompany's business activities are recognised asrevenue. The five step model of IFRS 15 is applied
to determine whether and in what amount revenue should be recognised. When applying the five
steps to contracts with customers, the existing distinct performance obligations (definable) are identified. The transaction price for the customer
contract is determined pursuant to IFRS 15. Variable amounts such as discounts, customer bonuses
or other concessions are recognised during theyear as sales deductions. Price increases (commercial claims) that are passed on to customers via unit
price adjustments or one-off payments are also
recognised as revenue in accordance with IFRS 15.
Revenue is recognised in accordance with the allo-

Consolidated notes – Basic informationcated pro rata transaction price when the agreed
performance obligation is satisfied or control ispassed to the customer (control approach).
The ­HELLA Group generates sales primarily from thesale of goods to automotive manufacturers or otherTier 1 suppliers. In particular, the Group sells customer-specific lighting technology and electronics
components and systems for the automotive industry, as well as standardised goods such as automotive parts and accessories and original equipment
for special vehicles. In accordance with IFRS 15, the­HELLA Group recognises sales revenue from customer-specific series production over time and sales
revenue from the sale of standardised goods at apoint in time. The measurement of the stage of completion for period-related sales recognition is basedon the output-oriented method, which is based on
the goods delivered. The production and delivery ofsimilar goods from series production fulfils the conditions for the application of the output-oriented
method. Revenue recognition at a point in time fromthe sale of standardised goods is based on the transfer of control of the goods to the customer. This is
generally the case when delivery takes place.
There is no significant financing component, as theaverage payment term agreed in the market is 60
days. A receivable is reported upon delivery of thegoods, since at that point in time claims for consideration are unconditional.
In the Electronics and Lighting segments, vehicle-specific solutions, which are presented in Chapter 10 as income from the provision of services, arealso developed. These performance obligations essentially comprise the ­­HELLA Group's development
services customised for the customer. Pursuant to
the five-step model of IFRS 15, income is recognisedin accordance with the terms of the contract when
the performance obligation has been fulfilled (pointin-time). As the customers in these cases regularly
first make payments only after the development
work has been completed, this results in the contract assets reported in the Group.

Functional costs
Cross-functional costs contained in the consolidated income statement are reported in accordancewith internal reporting requirements. Operating
expenses are generally initially allocated to thefunctional division in which they are primarily incurred. If the functional division performs services
for which the economic benefit arises in anotherfunctional area, such expenses are allocated proportionally to the functional division for which theservices were performed.

148
Annual Report 2023

Consolidated notes – Basic information

Earnings per share

Government grants

Basic earnings per share are calculated by dividing
the share of earnings after tax attributable to theshareholders of the parent company by the weighted average number of shares outstanding during
the fiscal year. Diluted earnings per share also takeaccount of the shares that may have to be issued if
option or conversion rights are exercised. No suchrights existed during the reporting period.

Government grants are recognised if it is reasonably
certain that the related conditions will be satisfied
and the grants will actually be received. Grants forthe purchase or production of non-current assets(asset-related grants) are deducted from the historical cost of the assets in question and reduce future
depreciation. Grants that are not awarded for
non-current assets (performance-related grants)
are accounted for in the income statement in thesame functional division as the related expense
items. They are recognised in the income statement
on a pro rata basis over the periods in which theexpenses to be covered by the grants are incurred.
Government grants awarded for future expenses
are reported as deferred income.

Property, plant and equipment
Property, plant and equipment are measured athistorical cost less accumulated depreciation andamortisation and cumulative impairments. Historical cost comprises the expenses directly attributable to the acquisition.
Subsequent cost, e.g. as a result of expansion or
replacement investments, is only recognised aspart of the historical cost of the asset or – if applicable – as a separate asset if it is probable that theGroup will derive future economic benefits fromthem and the costs of the asset can be reliably
measured. Expenses for repairs and maintenancethat do not represent a material reinvestment arerecognised as an expense in the income statementin the fiscal year in which they arise.
Tools produced or purchased for production purposes are capitalised at acquisition or production
cost in accordance with IAS 16 and reported separately in the statement of changes in non-current
assets as production-related equipment. Each itemof property, plant and equipment with historicalcost that represents a significant portion of thetotal value of the item is recognised and depreciated separately.
Land is not depreciated. All other assets are depreciated on a straight-line basis. In this case, their
historical cost or fair value is amortized to theirresidual carrying amount over their expected average useful life as follows:
Buildings

30 years

Machinery

8 years

Production equipment
Operating and office equipment

3–5 years
5 years

The residual carrying amounts and economic useful lives are reviewed and, if necessary, adjusted oneach balance sheet date.
If the carrying amount of any item of property, plantand equipment exceeds its estimated recoverable
amount, it is immediately impaired to this amount.

Intangible assets
Goodwill
Goodwill represents the amount by which the costof a business combination exceeds the fair value of
the Group's shares in the net assets of the entity
acquired and the sum of all non-controlling interests at the time of acquisition. The goodwill arisingfrom business combinations is recognised as anintangible asset. The goodwill resulting from theacquisition of an associate or joint venture company is included in the carrying amount of the investment accounted for using the equity method andis therefore not tested for impairment separately
but as part of the total carrying amount. Goodwill
recognised in the balance sheet is tested for impairment annually and whenever there is an indication of impairment. No reversals of impairment
are performed. Gains and losses from the sale ofan entity include the carrying amount of the goodwill allocated to such entity. The goodwill is allocated to cash-generating units for the purpose of
impairment testing. It is allocated to those cashgenerating units or groups of cash-generating units(CGUs) that are expected to benefit from the business combination giving rise to the goodwill.
Capitalised development expenses
Costs related to development projects that are
subject to IAS 38 are recognised as intangible assets if it is likely, given their economic and technicalviability, that the project will be successful and thecosts can be reliably determined; otherwise, theresearch and development expenses are recognised in the income statement. Capitalised development expenses are amortised on a straight-line
basis over their expected useful life from the startof commercial production of the product. Amortisation is calculated over an average estimated useful life of three to five years. The amortisation

149
Annual Report 2023

charged on capitalised development expenses isrecognised in the cost of sales and incur in the Electronics and Lighting segments.
Acquired intangible assets
Acquired intangible assets are recorded at historical cost. Intangible assets are amortised on astraight-line basis over their useful life of three toeight years.

Impairment of non-monetary assets
Assets with an indefinite useful life – primarily
goodwill within the Group – are not amortised but
tested for impairment on an annual basis andwhenever there is an indication for a need of impairment. Assets that are subject to amortisation
are tested for impairment when corresponding
events or changes in circumstances indicate thatthe carrying amount may no longer be recoverable.
An impairment is recognised in the amount bywhich the carrying amount exceeds the recoverable amount. The recoverable amount is either thefair value of the asset less the cost to sell or thevalue in use, whichever is higher. For the purposesof impairment testing, assets are aggregated at thelowest identifiable level for which cash flows can begenerated by independent units (CGUs). The recoverable amount of a CGU is determined on the basisof the expected future discounted cash flows fromplanned use (value in use). These are based on
Management Board forecasts covering a period offive years. With the exception of goodwill, non-monetary assets for which an impairment has beenrecognised in prior periods are reviewed at eachbalance sheet date to test whether the impairment
must be reversed. Impairment losses are recognised in the corresponding functional areas.

Reversals of impairment losses
An impairment loss recognised in prior periods foran asset is reversed if there has been a change inthe estimates used to determine the asset's recoverable amount since the impairment loss was recognised. The carrying amount of an asset increased
by a reversal of an impairment loss is limited to thecarrying amount that would have been determined, net of depreciation, had no impairment loss
been recognised in prior years.

Contract assets andcontract liabilities
A contract asset is recognised wherever the ­­HELLAGroup has recognised revenue from fulfilment ofcontractual performance obligations, the customer has not yet paid the related consideration andother criteria, other than the passage of time, must

Consolidated notes – Basic information

be met before the Group can issue an invoice andthus recognise a receivable. The contract asset isderecognised as soon as the ­­HELLA Group receives
a payment from the customer under the contract.
A contract liability is recognised wherever the customer has made a payment before the ­­HELLAGroup has fulfilled its contractual performanceobligation and thus recognised revenue. Contract
obligations must be netted against contract assets
within a customer contract. Quantitative disclosures of performance obligations are reported ifthey are part of a contract with an expected originalterm of more than one year. The ­­HELLA Group has
elected not to make additional disclosures on performance obligations with an expected originalterm of one year or less.

Assets and liabilities held for sale
A non-current asset (or disposal group) is classified
as held for sale if its carrying amount will be recovered principally through a sale transaction rather
than through continuing use. Classification as held
for sale requires a specific intention to sell and ahighly probable sale within twelve months. The
corresponding assets and liabilities are recognised
separately in the statement of financial position. A
non-current asset (or disposal group) classified asheld for sale is generally recognised at the lower offair value less costs to sell and carrying amount.

Inventories
Inventories are recognised at the lower of historicalcost or net realisable value. Historical cost is determined using the moving average method. The historical cost of finished and unfinished goods
includes the costs of product development, rawmaterials, consumables and supplies, direct personnel costs, other direct costs, and the overheads
attributable to production (based on normal plant
capacity). The net realisable value is the estimatedsales revenue achievable in the normal course ofbusiness less the necessary variable distribution
expenses and the expected costs until completion.

Cash and cash equivalents
Cash consists of cash and bank balances as well as
cheques. Cash equivalents are investments that areheld to cover short-term cash obligations and are
subject to an insignificant risk of changes in value.
They are measured at fair value at the time of acquisition. They are allocated to the category "at amortised cost". Bills received are reported as cash
equivalents if their maturity on receipt is less than
three months and they can be directly converted into
sight deposits almost without generating any loss. If
maturity on receipt is more than three months or the150
Annual Report 2023

Consolidated notes – Basic information

bill cannot be converted directly into sight deposits,these bills are reported in the securities category
within financial assets. Other subordinated bills in
qualitative terms from banks with poor credit rating
continue to be recognised as receivables.

sumptions upon which the calculation of defined
benefit pension liabilities is based. It also includes
the difference between the standardised and actual income generated by the plan assets as well as
its impact on any asset ceiling in place.

EquityOther retained earnings/
profit carried forward
The item “Other retained earnings/profit carriedforward” includes other retained earnings of theparent company and the past earnings of consolidated companies also included in the consolidated
financial statements. This item also includes thestatutory reserve of the parent company. The statutory reserve is subject to the distribution restrictions specified in the German Stock Corporation
Act (Aktiengesetz – AktG). Offsetting of differencesin assets and liabilities arising from the capital consolidation of subsidiaries consolidated before
1 June 2006, and the adjustments recognised directly in equity for the first-time adoption of IFRS
are also included in this item.

Subscribed capital
The limited partner shares issued by the Company
are classified as equity. The various issues of capital from profit participation certificates are recognised as liabilities.
Capital reserve
Cash deposits attributable to the issuance of newshares which exceed the nominal value of theshares issued are recognised under the capital reserve. Costs directly attributable to the issuance of
new shares are recognised in equity net of tax as adeduction from the capital reserves.
Reserve for currency translation differences
The reserve for currency translation differencescomprises all foreign currency translation differences stemming from the translation of the financial statements of foreign business divisions.
Cash flow hedging reserve
The reserve for financial instruments for cash flow
hedging comprises the effective portion of cumulative net changes in the fair value of the hedging
instruments used to hedge cash flows until such
point as the hedged cash flows are recognised in
profit or loss, as well as the cost of hedging.
Reserve for FVOCI financial instruments(equity instruments)
The reserve for FVOCI financial instruments contains the cumulative net changes in the fair valueof FVOCI equity instruments.
Reserve for FVOCI financial instruments(debt
capital instruments)
The reserve for FVOCI financial instruments contains the cumulative net changes in the fair valueof FVOCI financial assets until the derecognition ofthese assets.
Remeasurements of defined benefit plans
Remeasurements of net debt stemming from defined benefit plans comprise actuarial gains andlosses attributable to changes in the actuarial as-

Trade payables
Trade payables are initially measured at their fairvalue. They are subsequently measured at amortised cost using the effective interest method.

Current and deferred taxes
Current tax expense is calculated in accordancewith the tax legislation applicable in the countries
in which the subsidiaries and associates operate. In
accordance with IAS 12, deferred taxes are recognised for any temporary differences between thetax basis of the assets/liabilities and their carrying
amount in the IFRS financial statements (“temporary concept”). Deferred taxes are also recognised
for tax loss carryforwards. Deferred taxes aremeasured on the basis of the tax rates (and tax
legislation) that apply on the balance sheet date orare about to be adopted and are expected to apply
when the deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are only recognised to the extent to which it is likely that a taxable profit will beavailable to offset the temporary differences in assets or the unused losses.
Deferred tax assets and deferred tax liabilities arenetted only if offsetting is legally permissible. In
accordance with IAS 12, deferred tax assets and liabilities are not discounted.

151
Annual Report 2023

Employee benefits
Pension liabilities
Pension provisions are calculated using actuarial
methods on the basis of the projected unit credit
method in accordance with IAS 19. As a rule, thepension liabilities are measured using the latest
mortality tables as at 31 December of the respective reporting year; in Germany, the calculations
are based on Heubeck’s 2018 G actuarial tables.
In the case of funded pension plans, the pension
provisions calculated using the projected unit credit method are reduced by the fair value of the fundassets. If the fund assets exceed the provisions,recognition of the assets is limited to the present
value of future refunds from the plan or the reduction in future contributions.
Remeasurements arise from increases or decreases either in the present value of the defined benefit
liabilities of the plan (actuarial gains and losses) orin the fair value of the plan assets. This may becaused by changes in the calculation parameters,
differences between the estimated and actual risk
exposure of the pension liabilities and returns on
the fund assets, excluding amounts reported within net interest income and expenses.
Actuarial gains and losses are recognised directlyin equity (other comprehensive income for the period) in the period in which they arise, as are
remeasurements resulting from the application ofan asset ceiling and income from the plan assets(excluding interest on net debt).
The service cost for pensions and similar liabilities
is recognised as an expense in the operating result.
The interest expense derived by multiplying the net
provisions by the discount rate is likewise recognised within the corresponding items of the operating result.
Severance
Severance payments arising from the terminationof employment are made if an employee is dismissed by a Group company before normal retirement age. The Group recognises severance
payments if it can be proven that it is under anobligation to terminate the employment of current
employees in accordance with a detailed formal
plan that cannot be revoked or if it can be proventhat it is under an obligation to make severance

Consolidated notes – Basic information

payments in the event of employment being terminated voluntarily by the employee. Payments thatare due for settlement in more than twelve months
after the balance sheet date are discounted to calculate their present value.
Profit-sharing and other bonuses
Liabilities and provisions are recognised for bonus
payments and profit-sharing and the expectedpayouts reported on the basis of a measurement
process. Provisions are set aside in the consolidated financial statements in cases in which there iscontractual commitment or constructive obligation
based on past business practice.
Share-based remuneration
Obligations from share-based remunerationagreed for the first time in fiscal year 2019/2020
are recognised as a cash settled plan in accordancewith IFRS 2. These cash settled plans are measured
at fair value during their term. The fair value is determined using a recognised measurement procedure. The payment cost is distributed over thevesting period and shown under personnel expenses. Please refer to Chapter 40 for information
on share-based remuneration.
Partial retirement
The obligations from partial retirement according
to the block model mostly have maturities of between two and six years. The size of top-ups is determined in line with the provisions of collective
agreements. They are accumulated on a pro rata
basis from the beginning of the commitment onwards. Payments that are due for settlement inmore than twelve months after the balance sheet
date are discounted to calculate their present value. Benefits are mostly invested in the form of
fixed-income investments in order to take accountof hedging as per the statutory provisions.

Provisions
Provisions are recognised if the Group has a present legal or constructive obligation resulting froma past event, and it is likely that the settlement of
the obligation will result in an outflow of resources
and the amount of the provision can be reliably
estimated.
If there are a large number of similar liabilities (asis the case for statutory warranties) the likelihoodof an outflow of resources is determined on thebasis of this group of liabilities. Provisions are also

152
Annual Report 2023

recognised as a liability if there is a low probabilityof an outflow of resources related to a single liability within this group.
Provisions are measured at the present value ofthe expected expenses, using a pre-tax rate thatreflects current market expectations regarding theinterest effect and the risks specific to the liability.
The increase in provisions resulting from the related interest expenses is recognised in the income
statement within interest expenses.
Should warranty obligations arise from contractualor statutory warranty obligations, ­­HELLA createsprovisions for these obligations. Specific warranty
provisions are made for warranty claims that havearisen or been asserted individually. When carryingout the measurement, the parts concerned are
identified based on the established total supplied
products and a failure rate estimated for theseproducts. Failure rates are appropriately estimatedusing historical failure rates and all other available
data for each individual warranty case. Measurement is based on the estimated average costs (material and expenses for the replacement of parts).
Provisions for losses from supply and sales liabilities include liabilities under current third-party
agreements from which future losses are expected. These provisions for contingent losses are
created if the losses are unavoidable in order tofulfil these contracts. The losses are made up of
the difference arising from the fulfilment of thecontractual obligation and the expected economic benefit from these contracts, i.e. usually thesales revenue.
The determination of unavoidable costs is basedon past experience and its future development.
The further development takes into account both
estimates of external parameters, such as inflationand industry development, but also internal aspects, such as production conditions and the valuation of production costs. The sales planning on
which the determination of the economic benefitof the contracts is based takes into account thecontractually agreed series delivery period. Thechanges in the parameters considered probable orcontractually agreed in this period are included in
the valuation. The valuation is based on the lowerof the unavoidable costs of contract fulfilment andthe costs of contract termination.

Consolidated notes – Basic information

The previous section “Employee Benefits” describes provisions for employees.
The management uses historical figures from similar transactions to estimate the amount of theprovisions, taking into account details of any events
arising up until the consolidated financial statements are drawn up.

Contingent liabilities
Contingent liabilities are potential or existing liabilities towards third parties, for which an outflow
of resources is unlikely or whose amount cannot
be reliably determined. If no contingent liabilities
were assumed under a business combination,these are not recognised in the statement of financial position. In the case of guarantees, theamount of the contingent liabilities stated in thenotes corresponds to the liabilities existing on thebalance sheet date.

Financial instruments
A financial instrument is a contract that gives rise
to a financial asset of one entity and, at the sametime, a financial liability or equity instrument ofanother entity. Financial assets and liabilities are
assigned to measurement categories in accordance with IFRS 9.
Financial assets
Financial assets and/or the purchase or sale of financial assets under normal market conditions
are recognised in the statement of financial position if the Company is party to a contract concerning these assets.
Financial assets which are due for settlement inmore than one year are classified as non-current.
They are derecognised as soon as the contractual
right to payments from the financial assets expiresor the financial assets are transferred with all thesignificant risks and opportunities.
Financial instruments are assigned to the following
measurement categories:
1

At amortised cost2

 t fair value through other comprehensiveA
income (FVOCI) (debt capital instruments)3

 t fair value through other comprehensiveA
income (FVOCI) (equity instruments)4

At fair value through profit or loss (FVPL)153
Annual Report 2023

At amortised cost
A financial asset is measured at amortised cost if itmeets the following two conditions and is not classified as FVPL: First, it is held within a businessmodel whose objective is to hold financial assets tocollect contractual cash flows. Second, its contractual terms give rise to payments to cash flows on
specified dates that are solely payments of principal and interest on the principal amount outstanding. When initially recognised, they are measured
at fair value, taking into account transaction costs,
using the effective interest method and recognised
for any impairment. Financial assets at amortised
cost are subsequently measured using the effective interest method less repayments, plus or lesscumulative amortisation and adjusted for any impairment. Gains and losses are recognised in theincome statement if the asset is derecognised,
modified or impaired.
At fair value through other comprehensive
earnings (FVOCI) (debt capital instruments)
A debt capital instrument that meets the following
two conditions must be measured at FVOCI unlessthe asset is classified as FVPL: The financial asset isheld within a business model whose objective isachieved by both collecting contractual cash flows
and selling financial assets and the contractual
terms of the financial asset give rise to cash flows
on specified dates that are solely payments of principal and interest on the principal amount outstanding. For debt instruments measured at FVOCI,interest income, currency revaluations and value
adjustments related to credit ratings are recognised in the income statement and calculated in
the same manner as for financial assets measured
at amortised cost. The remaining fair value changes are recognised in OCI. After derecognition of thefinancial assets, the cumulative change in fair value
recognised in OCI of the financial assets is recycled
to the income statement.
At fair value with changes in value in othercomprehensive earnings (FVOCI) (equity instruments)
Equity instruments for which there is a strategic
objective and no intention to trade are – after exercising the option – designated at fair value withchanges in value recognised in other comprehensive earnings. Initial and subsequent measurement
is at fair value. The changes in fair value are recognised in equity and remain in equity even after the
disposal of these equity instruments. Dividend
earnings are recognised in the income statement.

Consolidated notes – Basic information

At fair value through profit or loss (FVPL)
Financial assets at fair value through profit or loss
include financial assets held for trading, financial
assets designated as at fair value through profit orloss at initial recognition or financial assets required to be measured at fair value. Financial assets are classified as held for trading if they are
acquired for the purpose of selling or repurchasing
them within a short period of time. Derivatives arealso measured at fair value through profit or loss
(FVPL) unless they are designated as hedging instruments. Financial assets with cash flows that are
not solely payments of principal and interest areclassified and measured at fair value through profit or loss regardless of the business model. Even if
debt instruments meet the above classification
criteria for amortised cost or FVOCI, they can still
be measured at fair value through profit or loss atinitial recognition if doing so eliminates or significantly reduces an accounting mismatch. Financial
assets at FVPL are measured at fair value in thestatement of financial position, with net valuechanges recognised in the income statement.
Within the ­­HELLA Group, this applies to financial
instruments traded by Group companies.
Impairment
The Group measures the future expected credit
loss for its receivables measured at amortised costand its debt instruments measured at FVOCI. For
trade receivables, the Group uses the simplified
approach of IFRS 9 to measure lifetime expectedcredit losses since initial recognition.
Financial liabilities
During the current fiscal year, as in the prior year,
there were no non-derivative financial liabilities
measured at fair value in the income statement or
categorised as such. The accounting policies andmeasurement methods for the derivative financial
liabilities measured at fair value included underother liabilities are described separately in the section entitled "Derivative financial instruments".
All other non-derivative financial liabilities in the­­HELLA Group are allocated to the “at amortisedcost” category. Non-derivative financial liabilities
are initially measured at fair value less transaction
costs. They are subsequently measured at theiramortised cost using the effective interest method.
If an outflow of resources is expected after morethan one year, these liabilities are classified as

154
Annual Report 2023

non-current. Liabilities are derecognised if thecontractual commitments are settled, reversed or
expire.
Derivative financial instruments
The ­­HELLA Group uses derivative financial instruments to hedge financial risks and market risks
from expected transactions. Derivative financial
instruments are recognised or derecognised on
the trade date. In principle, all derivative financial
instruments are allocated to the FVPL category unless they are designated as hedging instruments aspart of hedge accounting.
Depending on whether the derivatives have a positive or negative fair value, they are reported within
other financial assets or other financial liabilities.
The recognition of changes in fair value depends
on the classification of the financial asset and thefinancial liability. In principle, all derivative financial
instruments are recognised at fair value throughprofit or loss. Changes in the fair value of assets
held in this category are recognised directly in theincome statement.
Derivatives held for hedging purposes are also recognised as other assets or other liabilities.
­­
HELLA
recognises certain risk hedges with derivative financial instruments in accordance with therequirements of IFRS 9 on hedge accounting.
­­HELLA hedges currency risks of existing transactions as well as future highly probable plannedtransactions. The valuation rules for the hedgedtransactions do not change. As part of the cash
flow hedges used by ­­HELLA here, the effective portion of the change in the fair value of the derivative
financial instrument and the cost of hedging arerecognised in equity (reserve for financial instruments for cash flow hedging), while the ineffective
portion is recognised in the income statement. The
portion of the change recognised within equity isposted to the income statement as soon as theunderlying transaction is recognised in the income
statement. Further details on the design and implementation of the respective cash flow hedges canbe found in the FX risk section.

Determination of the fair value
The fair value is the price that would be realised ina transaction between independent market participants in the sale of assets or paid in the transfer of
liabilities. It is determined on the basis of financial
instruments listed in active markets and price quotations, provided these are prices used in regularand current transactions. ­­HELLA uses valuation

Consolidated notes – Basic information

techniques to determine the fair value of financial
instruments if no quoted prices in active markets
are available. The input parameters used are, as far
as possible, observable data derived from prices of
relevant financial instruments traded in active markets. The selection and application of valuation
methods and parameterisation calls for assumptions and estimates by management. The valuation
methods are based on models commonly used in
the industry. If no market data is available, the parameters are determined from other relevant
sources of information, historical data series andanalyses of key economic data for the transaction
or comparable transactions, and adjustments are
made if necessary. In the case of a range of different fair values, the estimated value within therange that best reflects the fair value is used.
The financial assets and liabilities measured at fairvalue must be classified according to the input parameters of the valuation method used to determine the fair value: easurement based on quoted prices inMan active market (Level 1)
Valuation methods based on observableparameters (Level 2)
 aluation methods that use significant
V
unobservable inputs (Level 3)
Fair values are disclosed for financial instruments
measured at amortised cost. There are generally
no active markets for these financial instruments,
which requires more extensive assessments by the
management.

Borrowing costs
Borrowing costs are capitalised if they are directly
attributable to the acquisition, construction or
manufacture of a qualifying asset and can therefore be considered to form part of the historicalcost of the asset concerned. All other borrowing
costs are recognised as expenditure in the period
in which they arise.
As in the prior year, there were no borrowing costs
directly attributable to the acquisition, construction
or manufacture of a qualifying asset in fiscal year
2023. For this reason, borrowing costs were recognised directly as expenditure within the period.

LeasesAt the inception of a contract, the Group assesses
whether the contract is, or contains, a lease. A con-

155
Annual Report 2023

tract is, or contains, a lease if it conveys the right tocontrol the use of an identified asset for a period oftime in exchange for consideration. To assess
whether a contract contains the right to control theuse of an identified asset, the Group assesses
whether:t he contract contains the right to use an identified asset, which may be specified explicitly
or implicitly and should be physically distinct
or represent essentially all of the capacityof a physically distinct asset. The asset is not
identified if the supplier has a substantive
substitution right;t he Group has the right to obtain essentiallyall of the economic benefits from use of theasset throughout the period of use; andt he Group has the right to direct the use of
the asset. The Group has this right if it has thedecision-making rights that are most relevant
to changing how and for what purpose theasset is used throughout the period of use.
The Group also has the right to direct the useof the asset in those rare cases where therelevant decisions about how and for what
purpose the asset is used are predetermined;the Group has the right to operate the asset; ort he Group designed the asset in a way that
predetermines how and for what purpose theasset will be used.
At the inception or remeasurement of a contractthat contains a lease component and one or more
additional lease or non-lease components, theGroup allocates the consideration in the contract
to each lease component on the basis of the relative stand-alone price of the lease component andthe aggregate stand-alone price of the non-lease
components. The Group has elected to separate
the non-lease components for leases of land andbuildings for reasons of materiality. With regard toother asset classes, such as machinery and officefurniture, the Group has elected not to separate
non-lease components from lease components,
and instead to account for each lease component
and any associated non-lease components as asingle lease component.
Leases in which the Groupis the lessee
The Group recognises a right-of-use asset and alease liability at lease inception. The right-of-use asset is initially measured at cost, where cost consists

Consolidated notes – Basic informationof the amount of the initial measurement of thelease liability, any lease payments made at or before
the commencement date and any direct costs incurred, less any lease incentives received. The Group
has not assumed any obligations to cover the costsof dismantling and removing the underlying asset,
restoring the site on which it is located or restoring
the underlying asset to the condition required by theterms and conditions of the lease. This means noprovision is required to be recognised under IAS 37.
To determine the lease term, management considers all relevant facts and circumstances to assess
the economic incentives to exercise an extension
option or not to exercise an option to terminate thelease. Options to extend the lease (or periods after
options to terminate the lease) are only included inleases if there is a good reason to assume that theterm will be extended (or not terminated).
The right-of-use asset is then depreciated on astraight-line basis from the commencement dateto the end of the useful life of the right-of-use asset
or the end of the lease term. The useful life of rightof-use assets is estimated based on the useful lifeof property, plant and equipment. Depreciation
begins on the commencement date of the lease.
The right-of-use asset is also periodically tested for
impairment pursuant to IAS 36 and, if found to be
impaired, its carrying amount is adjusted to reflect
the impairment and certain remeasurements of
the lease liability.
The lease liability is measured on initial recognitionat the present value of the remaining lease payments at the commencement of the lease, discounted at the interest rate implicit in the lease or,if that rate cannot be readily determined, using an
incremental borrowing rate that reflects the economic substance of the contract and the specificmarket conditions. The Group generally uses as its
discount rate the interest rate it pays to borrow
capital.
The lease payments included in the measurementof the lease liability comprise the following:initial payments, including in-substance fixed
payments;
variablelease payments that depend on an index or a rate and are initially measured using
the index or rate at the commencement date; mounts expected to be payable under resida
ual value guarantees; and156
Annual Report 2023

 xercise price of a purchase option if theeGroup is reasonably certain to exercise that
option;
leasepayments in an optional extension period if the Group is reasonably certain to beable to exercise an extension option, and payments of penalties for terminating the leaseearly unless the Group is reasonably certainthat it will not terminate the lease early.
The lease liability is measured at amortised costusing the effective interest method. It is remeasured if there is a change in future lease payments
resulting from a change in an index or a rate, in theamounts the Group expects to be payable under aresidual value guarantee or in the Group’s assessment of whether it will exercise a purchase, extension or termination option. If the lease liability isremeasured in any of these scenarios, a corresponding adjustment to the carrying amount of theright-of-use asset is made or taken to profit or loss
if the carrying amount of the right-of-use asset is
reduced to zero.
The Group elected not to recognise any right-of-use
assets and lease liabilities for short-term leases witha lease term of 12 months or less or for leases of
low-value assets (primarily IT equipment, machineryand office furniture). The Group recognises thelease payments associated with these leases as expenses on a straight-line basis over the lease term.
The Group elected to report in its statement offinancial position those usage rights from leases
in property, plant and equipment and to reportlease liabilities in current and non-current financial liabilities.
The Group made the following classification in the
cash flow statement:ac ash payments for the principal portion of thelease liability within financing activities;bc ash payments for the interest portion of thelease liability within financing activities, applying the requirements in IAS 7 for interest paid;cs hort-term lease payments, payments forleases of low-value assets and variable lease
payments not included in the measurementof the lease liability within operating activities.

Consolidated notes – Basic information

Leases in which the Group is the lessor
If the Group is a lessor, it classifies each lease as
either a finance lease or an operating lease at the
inception of the lease. When classifying each lease,
the Group makes a general determination as towhether the lease substantially transfers all therisks and rewards incidental to ownership of theunderlying asset. If this is the case, the lease is afinance lease; if not, it is an operating lease. In thisassessment, the Group considers certain indicators such as whether the lease term is the majorpart of the economic life of the asset.
­ ELLA concludes finance lease agreements in theH
Lifecycle Solutions segment with workshop customers for its portfolio in the areas of diagnostic test
devices and workshop equipment. The term of thecontracts is usually five years. At the beginning of
the term of these contracts, the present value of the
discounted future lease payments is recognised asrevenue. The corresponding receivables from finance leases are recognised under other assets.

Dividend distributions
Shareholder claims to dividend distributions arerecognised as a liability in the period in which thecorresponding resolution is adopted.

08 Discretionary decisions
and management estimates
The preparation of the consolidated financial statements in accordance with IFRS requires estimatesand assumptions to be made. In addition, the application of company-wide accounting policies andmeasurement methods requires management tomake valuations.
All estimates and assessments are reviewed on acontinual basis and are based on past experienceand other factors including expectations concerning future events that appear reasonable given thecircumstances.

Discretionary decisions andcritical accounting estimates
The Group makes forward-looking assessments
and assumptions. It is in the nature of things thatthe resulting estimates only very rarely correspondexactly to the later, actual circumstances. The estimates and assumptions that engender a significant
risk in the form of a material adjustment to thecarrying amount of assets and liabilities in the following fiscal year are discussed below.

157
Annual Report 2023

Estimated goodwill impairment
In accordance with the accounting policies andmeasurement methods described herein, theGroup tests for impairment on goodwill on an annual basis and whenever there is an indication of impairment. The recoverable amount fromcash-generating units (CGUs) is calculated on thebasis of the value in use. These calculations must be
based on certain assumptions (see also Chapter 30).

Recognition and estimatedimpairments of non-current assets
In the case of self-created intangible assets, assessment of the point at which the capitalisation
requirements have been met in accordance with
IAS 38 is a matter of discretion. Important estimates also relate to the determination of the useful life for intangible assets and property, plantand equipment.
The Group performs impairment tests on intangible assets (especially capitalised development expenses) and property, plant and equipment andnet capital expenditures in associates and joint
ventures as soon as any indication of impairment
arises in a specific case (triggering event). An impairment loss is recognised by comparing the carrying amount with the estimated recoverable
value. The cash flow forecasts and the discountfactors used constitute particularly important estimated values when reviewing the value of non-current assets (see Chapter 30 and 31). The underlying
forecasts are based on experience as well as expectations regarding future industry developments,
particularly assumed sales volumes.
If an impairment loss has been recognised, checks
must be performed in subsequent periods to determine whether the triggering events for such
have been eliminated. For this purpose, both internal and external sources must be taken into
account. An impairment loss recognised in previous periods must be reversed if there has been achange in the estimates of the recoverable
amount (through use or sale). In addition to theassessment of the cash flow forecasts from thecontinuing use, there is discretionary scope in theassessment of whether the indications that led tothe impairment loss have been eliminated. If theindications are directly related to changes in thecompany environment, then experience and expectations are also used in assessing whether said
indications have been or will be eliminated. The
assessment of market-related or economic changes as well as the effects of legal framework conditions are subject to assumptions and estimatesand are thus discretionary.

Consolidated notes – Basic information

Product-specific operating equipment (tooling)that is manufactured for the ­­HELLA Group’s own
production purposes and not for a customer is capitalised at its manufacturing costs. There is scopefor discretion in the determination of useful life.

Provisions
Provisions are to be recognised in accordance with
IAS 37 if a legal or constructive obligation has arisen for ­­HELLA from a past event, it is probable thatan outflow of economic resources will be required
to settle this obligation and the amount of the obligation can be estimated reliably. Scope for discretion exists with respect to estimating theprobability of the outflow of resources as well as
the amount of the obligation.
Warranty provisions are recognised based on past
empirical values, taking into account conditions on
the balance sheet date based on the expenses directly attributable to the processing of individual
warranty cases. Estimation of the anticipated expenses and reimbursements for the individual
cases and calculation of the expenses for the generalised warranty risks are discretionary.
Provisions for onerous contracts or provisions foronerous contracts are recognised when the unavoidable costs of meeting the contractual obligation exceed the expected economic benefits. The
unavoidable costs are determined on the basis ofcost structures that are based on past experienceand their further development during the period ofservice provision. Discretionary adjustments are
made as at the balance sheet date in relation to
current inflationary and macroeconomic conditions. The sales planning on which the determination of the economic benefit of the contracts isbased is also influenced by exogenous factors andis therefore subject to estimation.
The amount of pension liabilities was calculated using
actuarial methods and an estimation of the relevant
influencing variables. In addition to the assumptions
about life expectancy, assumptions regarding theparameters to be applied for the assumed rate ofinterest, wage trend, pension trend and fluctuation
were made for the actuarial calculations.
For restructuring measures, corresponding provisions must be established if the general and specific requirements for recognition are met. The
valuation of the employee-related restructuringprovisions is highly dependent on the assessments
and assumptions – in particular with regard to thedesign of voluntary components, severance payments, social plans and site assignment costs.

158
Annual Report 2023

Consolidated notes – Basic information

Income taxes

Patent risks

Due to the international nature of its business activities, ­­HELLA is subject to a large number of national tax laws and regulations. Changes in tax
laws, as well as the adoption of case law and its
interpretation by local tax authorities, may have an
impact on the amount of both actual and deferredtaxes. This results in corresponding uncertainties
in the accounting that must be addressed via appropriate discretionary decisions.

In the context of its research and development activities, the ­­HELLA Group faces the risk of infringing
other companies’ patents through the use of newtechnologies. In the event of an infringement, the­­HELLA Group could be obliged to pay damages or
be forced to acquire the licences in order to continue using third-party technologies. This leads tocorresponding uncertainties. Patent risks are recognised in the statement of financial position under provisions.

The assessment of this uncertainty is carried out
with the most probable value of the possible realisation of the uncertainty.

Impacts of the current
macroeconomic environmentand climate-related issues

Uncertainties arise, firstly, in the actual taxes,
which are taken into account by an appropriate
estimate of potential retrospective tax payments.
Secondly, they arise from the value of deferred tax
assets, which is countered by means of operational
planning. If the final tax amount for these transactions differs from the amount initially assumed,
this is recognised in the reported taxes in the period in which the tax amount is conclusively determined (see Chapter 17).

The macroeconomic environment in the reporting
year was characterised by inflation with, in particular, increased costs for energy and raw materials aswell as a rise in interest rates. In the prior reporting
year, this resulted in particular in the ­­HELLA Group
recognising additional provisions for losses fromdelivery and sales obligations; in the course of theadjustment of actuarial assumptions, there was acounteracting decrease in provisions for post-employment benefits (see Chapter 35).

Fair value of derivative andother financial instruments

As the macroeconomic development in the automotive industry based on vehicle construction figures already improved in 2022 and a further
increase is foreseeable for 2023, ­­HELLA's forecasts
have developed significantly more positively thanin the previous fiscal year. As a result of this trend,some of the impairment losses recognised in prioryears were reversed (see Chapter 31).

The fair value of financial instruments not tradedon an active market (for example, OTC derivatives)is determined using appropriate measurement
methods selected from a number of methods. The
assumptions used for this are predominantly
based on the prevailing market conditions on thebalance sheet date. The Group uses present value
methods to determine the fair value of the financial
assets that are not traded on an active market.

Impairments for financial assets
The Group satisfies the requirements of IFRS 9 regarding the determination of the impairment model. The impairment model applies to financial assets
measured at their amortised cost or at their fairvalue with changes in value recognised in othercomprehensive income (FVOCI), to contract assets
pursuant to IFRS 15 and to lease obligations. Impairment is recognised using the expected loss modelthat takes account of past events, current conditions
and forecasts of future economic conditions.

Climate-related aspects can affect various areas of
the balance sheet, including the useful lives andresidual values of non-financial assets and theirrecoverability; expected credit losses on financial
instruments; and provisions and contingent liabilities arising from legal and constructive obligations.
There are currently no material influences fromclimate-related aspects in the ­­HELLA Group.

159
Annual Report 2023

Consolidated notes – Basic information

09 Prior-year figures
With effect from 1 January 2023, the fiscal year of­­HELLA GmbH & Co. KGaA was changed to the period from 1 January to 31 December of the respective
year. For the prior year, the period from 1 June
2022 to 31 December 2022 was a short fiscal year.
In the consolidated income statement, the reporting period from 1 January 2023 to 31 December
2023 is compared with the period from 1 June to 31
December 2022 as a comparative period. In the
consolidated balance sheet, the valuations as of 31
December 2023 are compared with the valuations
as of 31 December 2022. In the tables of the financial statement, the current fiscal year is titled 2023,
and the short fiscal year 2022 is titled 2022.
The presentation of interest paid and received in
the consolidated cash flow statement was adjusted in the current reporting period: Previously, interest paid was reported in cash flow fromfinancing activities and interest received in cash
flow from investing activities. In future, both interest components will be allocated to cash flowfrom operating activities. From the Company's
perspective, this presentation represents a more
appropriate allocation and thus provides more
relevant and reliable information about the Company's cash flows. This adjustment is also reflected in the net cash flow as a performance indicatorfor Group management, in which both interest
components are also included. Further details on
this can be found in Chapter 40. The change incash and cash equivalents remains unaffected bythis adjustment. This does not result in any changes to other reporting elements. The following table presents the consolidated cash flow statement
for the short fiscal year 2022 after the reclassification of the interest components:

160
Annual Report 2023

Consolidated notes – Basic information€ thousand

2022 asreported

Adjustments

2022
adjusted

Earnings before income taxes (EBT)358,0150

358,015

Depreciation, amortisation, impairment losses and reversals of impairment
lossesChange in provisions-13,5070-13,507335,7440335,744-277,692

0-277,692

Losses (+)/ profits (-) from the sale of property,
plant and equipment and intangible assets

1,768

0

1,768

Net financial result

24,733024,733

Change in trade receivables and other assets not attributable
to investing or financing activities

5,530

0

5,530

Change in inventories-40,827

0-40,827

Change in trade payables and other liabilities not attributable
to investing or financing activities

263,403

0263,403

Other non-cash income / expenses and cash flows
not attributable to operating activities

Tax refunds received

7,156

0

7,156

Taxes paid

-39,811

0-39,811

Dividends received

13,463

13,4630Interest received

0

6,122

6,122

Interest paid

0

-18,577-18,577

Cash flow from operating activities

637,976-12,456

625,521

Cash receipts from the sale of property, plant andequipment and of intangible assets

10,8350

10,835

Payments for the purchase of property, plant and equipment-309,091

0-309,091

Payments for the purchase of intangible assets-94,1910-94,191

Repayments from loans granted to investments

0

0

0

Payments for loans granted to investments-2,6300-2,630

Payments for capital contributions to associated companies,
joint ventures and unconsolidated companies-3,1430-3,143284,9440284,944

-245

0

-245

240,9860240,986

6,122-6,1220Cash flow from investing activities

133,588-6,122

127,466

Payments for the repayment of financial liabilities-22,378

0-22,378

Cash receipts from changes in financial liabilities

41,683041,683

Interest paid

-18,577

18,5770

Dividends paid

-54,4960-54,496

Cash flow from financing activities-53,769

18,577-35,192

Net change in cash and cash equivalents

717,795

0717,795

Cash and cash equivalents at the beginning of the reporting period

576,1290576,129-8,0010-8,001

1,285,924

0

1,285,924

Cash receipts from the sale of associate investments andjoint ventures and from other investments
Payments made for acquiring non-consolidated subsidiaries andother investments
Payments for the purchase, sale and withdrawal of securities
Interest received

Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the reporting period

161
Annual report 2023

Consolidated notes – Notes to the income statement

10 SalesSales in the fiscal year 2023 amounted to €7,954,141
thousand (prior year: €4,410,044 thousand). Sales
are attributable entirely to the sale of goods andperformance of services.

They can be classified as follows:€ thousand
Sales from the sale of goods
Sales from the rendering of services
Total sales

2023

2022

7,493,470

4,194,281

460,671

215,7637,954,141

4,410,044

Sales by region (based on the headquarters of H­­ ELLA's customers):€ thousand

2023

2022

Europe4,588,378

2,326,942

North, Central and South America

1,623,815

930,517

Asia / Pacific / RoW

1,741,948

1,152,586

Consolidated sales

7,954,141

4,410,044

11 Cost of sales
In the fiscal year, €5,943,353 thousand (prior year:€3,467,788 thousand) in cost of sales was recognised as an expense. Apart from directly attributable material and production costs, the cost of sales
also comprises foreign currency gains and losses(largely from the purchase of materials) and gains
and losses from the disposal of fixed assets. In thereporting period, exchange rate gains amounted to€42,597 thousand (prior year: €43,350 thousand),exchange rate losses amounted to €50,809 thousand (prior year: €38,508 thousand). The recognised gains on the disposal of fixed assets
amounted to €593 thousand (prior year: €1,584
thousand), the losses on disposal of fixed assets to€7,350 thousand (prior year: €3,661 thousand).

The cost of sales also includes a reduction (consisting of the addition to, reversal and utilisation of) inprovisions for onerous contracts totalling €131,393
thousand. The prior year included additions totalling €327,459 thousand (see note 37).
This item also includes impairment losses of€18,610 thousand recognised in the reporting period on intangible assets and property, plant andequipment in connection with impending losses. In
the prior year, reversals of impairment losses in
the amount of €254,970 thousand were recognised.

162
Annual report 2023

Consolidated notes – Notes to the income statement

12 Research anddevelopment expenses
The research and development expenses serve togenerate future sales and mainly consist of personnel expenses and material expenses. In the fiscal
year, reported expenses totalled €881,633 thousand (prior year: €460,584 thousand).

13 Distribution expenses
The distribution expenses include all downstream
production costs that can, however, be attributabledirectly to the provision of goods or services tocustomers. This covers storage, supplying customers locally, and outbound freight. Classification as
distribution expenses is carried out on a Groupwide basis, but also within the individual companies. The reported expenses in the fiscal year totalled €380,650 thousand (prior year: €214,008
thousand).

14 Administrative expenses
The administrative expenses recognised cover all
central functions that are not usually directly related to production, development or distribution.
These essentially consist of the financial, humanresources, IT and similar departments. The expenses recognised in the fiscal year amounted to€315,464 thousand (prior year: €148,670 thousand).
Reversals of impairment losses on intangible assets and property, plant and equipment totalling€23,184 thousand were also recognised in the prioryear (see Chapters 30 and 31).

15 Other income
and expenses
The other income and expenses, totalling €17,005
thousand (prior year: €236,482 thousand), weremade up of income amounting to €45,286 thousand (prior year: €289,618 thousand) and expenses
amounting to €28,281 thousand (prior year:€53,136 thousand).

163
Annual report 2023

Consolidated notes – Notes to the income statement

Other income€ thousand

2023

2022

Income from disposal of financial assets

11,006

252.,75

Valuation gain

6,053

10,475Government grants

3,788

6,444

Reduction for allowances trade receivables

3,233

636

Reversal of provisions

953

3,823

Insurance reimbursements

863

403

Other income

19,38915,261Other operating income

45,286289,618

Other expenses€ thousand

2023

2022

Impairment for other investments

3,833

23,811

Additions for allowances trade receivables

1,240

826

Losses from disposal of financial assets

0350

Expenses from the recognition of provisions

016.,30Consulting costs

0

2,894

Other expenses

23,2098,726

Other operating expenses

28,28153,136

16 Net financial result
In addition to original interest expenses for financial instruments totalling €47,191 thousand (prioryear: €11,523 thousand), the interest expense forthe period includes accrued interest for provisions€ thousand
Interest income
Income from securities and other loans

amounting to €28,501 thousand (prior year: €8,106
thousand). Please refer to Chapter 44 for information on other financial expenses and income.

2023

2022

30,735

6,844

3

55

Other financial income

28,908

5,304

Financial income

59,646

12,202

Interest expenses-75,692-19,629

Other financial expenses-51,007-17,307

Financial expenses-126,699-36,936

Net financial result-67,052-24,733

164
Annual report 2023

Consolidated notes – Notes to the income statement

17 Income taxes€ thousand

2023

2022

Current income tax expense-115,606-46,305

Deferred income tax expense/income-15,052

40,365

Recognized income taxes-130,658-5,940The current tax expense includes net income andexpenses attributable to prior years amounting tototalling €13,117 thousand were (prior year: €3,353
thousand).
Deferred taxes are calculated based on the tax
rates applicable or announced, depending on thelegal situation, in the individual countries at the
expected time of realisation. The prevailing corporate income tax rate of 15% plus the trade tax andthe solidarity surcharge results in an average tax
rate of 31% for German companies. The tax rates
outside Germany range from 7.5% to 34%.
The development of the current taxes on income
derived from the expected tax expense is shown
below. A tax rate of 31% (prior year: 31%) is taken
as a basis.

The effects from tax-free income in the prior year
result in the amount of €73,487 thousand from thesale of the participation in HBPO.
In accordance with the national legal standards
relevant to HELLA GmbH & Co. KGaA (Section 4 III,IV and Section 8 II MinStG), the indirect majority
shareholding of FORVIA S.E. in HELLA GmbH & Co.
KGaA qualifies FORVIA S.E. as the ultimate parent
company within the meaning of BEPS Pillar 2 ("BaseErosion and Profit Shifting" Pillar 2). Corresponding
disclosure requirements, including the amendments to IAS 12 "Income Taxes" "International Tax
Reform – Pillar Two Rule Models", are stated in the
FORVIA consolidated financial statements. Due tothe current investment structure, neither actual
nor deferred income tax effects from BEPS Pillar 2
are therefore recognised in the HELLA consolidated financial statements.

Of the effects from changes in tax rates and laws,€-25,428 thousand is attributable to taxable exchange rate and inflation effects in Mexican units.

€ thousand

2023

2022

Earnings before tax

396,975

358,015

Expected income tax expense/income-123,062-110,985

Utilisation of previously unrecognised loss carryforwards

394

2,134

Reversal of previously unrecognised temporary differences

21,151

22,993

Unrecognised deferred tax assets-33,176-9,696

Subsequent recognition of deferred tax assets

1,959

1,450

Deferred tax assets from outside basis differences-3,906323

Tax effect of changes in tax rates and laws

-23,472-4,729Tax effect from tax-free income

11,80382,185

Tax effect from investments accounted for using the equity method

4,324

9,202

-10,129-6,4682,490

732

Tax effect of non-deductible operating expenses
Tax effect for prior years
Non-deductible foreign withholding tax-16,100-7,053

Deviation in tax rates

37,101

10,262-35

3,710-130,658-5,940Other
Recognized income tax expense/income

165
Annual report 2023

Consolidated notes – Notes to the income statement

18 Personnel
The average number of employees in the companies included in the consolidated financial statements totals 37,448 (prior year: 36,062) for the fiscal
year 2023.

Number2023

2022

Direct employees

8,988

8,894

Indirect employees

28,46027,168

Total employees

37,44836,062The number of employees is stated as a headcount.
Direct employees are directly involved in the manufacturing process, while indirect employees are
employed mainly in the areas of quality, researchand development, as well as administration anddistribution. The number of apprentices stood at
313 during the fiscal year (prior year: 311).

In addition, 2,068 (prior year: 2,229) employees
were in temporary employment. These are employees from a non-consolidated company who primarily work for other Group companies, but who also
provide services for third parties in some cases.

Permanent employees in the HELLA Group by region:
Number2023

2022

Europe22,942

22,406

North, Central and South America

7,601

7,210

Asia / Pacific / RoW

6,906

6,446

Permanent employees worldwide

37,44836,062

166
Annual report 2023

Consolidated notes – Notes to the income statement

Personnel expenses for permanent employees
break down as follows:€ thousand
Wages and salaries
Social security and retirement benefit expenses
Total

2023

2022

1,403,698

741,819

396,185

210,769

1,799,883

952,588

The costs of restructuring measures are included inpersonnel expenses which amounted to €18,790
thousand (prior year: €14,037 thousand).

19 Earnings per share
Basic earnings per share are calculated by dividing
the share of earnings attributable to the shareholders of HELLA GmbH & Co. KGaA by the weighted
average number of ordinary shares issued.

of units

The basic earnings per share amounted to €2.38
and, as in the prior year, are equivalent to the diluted earnings per share.

31 December 2023

31 December 2022

Weighted average number of shares in circulation
during the period
Basic ordinary shares

111,111,112

111,111,112

Diluted ordinary shares

111,111,112

111,111,112€ thousand

2023

2022

263,919

350,528

€

2023

2022

Basic earnings per share

2.38

3.15

Diluted earnings per share

2.38

3.15

Share of profit attributable to owners of the parent company

20 Appropriation of earnings
The Management Board will propose to the Annual
General Meeting of HELLA GmbH & Co. KGaA thata dividend amounting to €78,889 thousand (€0.71
per no-par value share) be distributed from the net
profit reported in the separate financial statements
prepared for the parent company under commercial law for the fiscal year 2023.
A dividend totalling €2.88 per no-par value share
was distributed in the prior year. In addition to the

distribution of a regular dividend within the framework of the dividend policy of around 30% of the
profit for the period attributable to the owners of
the parent company. This also included a special
dividend of €2.61 per share. The purpose of thespecial dividend was to distribute the proceedsfrom the sale of the 33.33% share in HBPO Beteiligungsgesellschaft mbH ("HBPO") previously held
by HELLA to the shareholders.

167
Annual report 2023

Consolidated notes – Notes to the income statement

21 Operating income
The HELLA Group is managed by the Management
Board using financial key performance indicators.
With the start of the fiscal year 2023, the operating
income margin has taken on a prominent role inthe management of the HELLA Group, in addition
to the continued currency and portfolio-adjusted
sales growth. A major guideline in assessing thesuitability of management indicators is that they
have to provide a transparent picture of the Company’s operational performance.
The operating income margin is tracked uniformly
and consistently throughout the Group. It is calculated by comparing the absolute amount of oper-

ating income to reported sales for a period. In
contrast to the operating result EBIT, special components are not recognised in operating income.
These special items represent one-off effects thatby their nature or amount lead to distortions andthus provide an inadequate assessment of theCompany’s operating performance ("non-recurring
expenses and income"). This essentially comprises
income and expenses in connection with changes
in the legal structure of the Group, site closures,
restructuring measures or the measurement of financial instruments.

The corresponding reconciliation for the first half of the short fiscal year 2022 andthe fiscal year 2023 is as follows:€ thousand

2023 asreported

Rectruc­
turingScope ofconsolidation

Investments

Others2023
adjusted

Sales

7,954,141

0

0

0

0

7,954,141

Cost of sales-5,943,353

11,455000-5,931,898

Gross profit

2,010,789

11,45500

02,022,243

Research and development expenses-881,633

3,928

0

0

0

-877,705

Distribution expenses-380,650

5,538

0

0

0

-375,112

Administrative expenses-315,464

11,588

1,750

0

0

-302,126

Other income

45,286-3,961-82-17,059

0

24,185

Other expenses-28,281

Operating Income
Earnings from investments accounted
for using the equity method

4,152

0

3,152

15,837-5,14032,700

1,668-13,907

15,837486,345

13,947

Other income from investments

34

Earnings before interest andtaxes (EBIT)

464,027

During the current 2023 reporting period, adjustments of included costs for structural measures in
the amount of €32,700 thousand (prior year:€11,889 thousand) are made. This primarily includes expenses for strategic programmes initiated in Europe.
Furthermore, costs of €1,668 thousand in connection with the planned sale of the joint venture BHTC
were adjusted and recognised in the above table
under scope of consolidation. Expenses from theadjustment of contracts agreed to secure the sup-ply of electronic components during the COVID-19
pandemic were adjusted in others (€15,837 thousand).
Furthermore, income from the remeasurement ofinvestments amounting to €2,901 thousand (prioryear: expenses of €13,739 thousand), which arepartly related to venture capital activities, were adjusted. In addition, income in connection with thesale of shares as part of venture capital activities
totalling €11,006 thousand (prior year: €2,208
thousand) was adjusted in the reporting period.

168
Annual report 2023

€ thousand2022
as reported

Consolidated notes – Notes to the income statement

Rectruc­
turingScope ofconsolidation

Investments

Others2022
adjusted

Sales

4,410,044

0

0

0

0

4,410,044

Cost of sales-3,467,788

3,122

0

0

74,660-3,390,006

Gross profit

942,256

3,122

0

0

74,6601,020,039

Research and development expenses-460,584

2,884

0

0

0

-457,700

Distribution expenses-214,008

644

0

0

0

-213,364

Administrative expenses-148,670

4,606

260

403

-23,184-166,584

Other income

289,618-6,135-250,367-12,683

020,433

Other expenses-53,1366,768

02,.811

14,506-8,05011,889-250,107

11,531

65,982

194,773

Operating Income
Earnings from investments accounted
for using the equity method

26,850

Other income from investments
Earnings before interestand taxes (EBIT)

421

382,749

In the prior year, non-recurring income after deduction of transaction costs for the sale of the joint
venture HBPO totalling €250,107 thousand was
also adjusted.

Furthermore, due to an expected improvement inbusiness development, previously recognised impairment losses of €278,154 thousand were reversed in the prior year.

In addition, expenses of €14,506 thousand were
adjusted in the prior year for expected costs in thecontext of a legal dispute.

In addition, provisions for onerous contracts totalling €320,748 thousand and the associated expenses for impairment losses of €8,883 thousand were
adjusted in the same period of the prior year.

22 Segment reporting
External segment reporting is based on internalreporting (“management approach”). Segment reporting is based solely on financial information
used by the Company’s decision-makers for theinternal management of the Company and to makedecisions regarding the allocation of resources andthe measurement of profitability.

With the onset of the short fiscal year 2022, internalreporting and, in the course of this, segment reporting was changed: the former Aftermarket andSpecial Applications segments were merged into
the newly formed Lifecycle Solutions businessgroup. At the same time, the Group stopped combining the Lighting and Electronics segments into
the Automotive reporting segment and is reporting
Lighting and Electronics separately.

169
Annual report 2023

Consolidated notes – Notes to the income statement

The HELLA Group's businessactivities are thus divided into threesegments: Lighting, Electronics andLifecycle Solutions:
The product portfolio of the Lighting Segment isdivided into four product lines: headlamps, combination rear lamps, body lighting and interior
lighting.
The Electronics segment focuses on the productlines of Automated Driving, Sensors and Actuators,
Body Electronics and Energy Management.
Both the Lighting and Electronics segments serve
automotive manufacturers and other tier-1 suppliers in the premium and volume segments worldwide with a variety of lighting and electronic components.
The Lifecycle Solutions segment consists of thethree divisions Independent Aftermarket, Workshop Solutions and Special Original Equipment. In
the Independent Aftermarket, HELLA sells vehicle-specific or universally applicable wear parts,
spare parts and accessories to dealers and independent workshops in Europe. The Workshop
Solutions division's core offering includes vehicle

diagnostics, emissions testing, battery testing, lightadjustment, and calibration, as well as service anddata-based services. In the Special Original Equipment division, HELLA develops, manufactures anddistributes lighting and electronic products for special-purpose vehicles such as construction and agricultural machinery, buses and motor homes, aswell as for the marine sector. The starting point forthis is above all the high level of technological competence from the automotive core business.
All other Group segments are subordinate in termsof their economic significance and are therefore
not segmented further. Their functions relate
mainly to Group financing.
The segments Lighting and Electronics generated
sales of €1,366,049 thousand (prior year: €366,093
thousand) from a single customer in the reporting
year and therefore accounted for approximately
17% of consolidated sales.
Currency and portfolio-adjusted sales growth andthe operating income margin are used to manage
the business segments. Assets and liabilities are
not reported. The internal reporting applies thesame accounting and measurement principles as
the consolidated financial statements.

The segment information for the fiscal years 2023 and 2022 is as follows:
Electronics€ thousand
Sales with third parties
Intersegment sales

Lighting

Lifecycle Solutions

2023

2022

2023

2022

2023

2022

3,048,628

1,731,689

3,830,678

2,102,631

1,059,142

568,744

323,553

167,778

56,81035,885

10,2286,105

Segment sales

3,372,180

1,899,467

3,887,488

2,138,516

1,069,370

574,849

Cost of sales-2,429,782-1,413,792-3,257,896-1,835,343-618,115-343,720

Gross profit

942,398

485,675

629,592

303,173451,255

231,129

Research and development expenses-519,476-266,617-308,546-166,275-48,854-24,708

Distribution expenses-66,003-39,764-74,345-43,577-234,894-130,963

Administrative expenses-131,261-71,479-120,529-67,905-44,884-24,192

Other income

13,781

11,003

10,532

13,880

9,003

6,881

Other expenses-7,257-7,314-4,707-9,297-4,090-730

Operating Income

232,182

111,503

131,997

29,999127,536

57,417

Additions to property, plant andequipment and intangible assets

302,570

180,486

238,998

148,380

40,277

27,910170
Annual report 2023

Consolidated notes – Notes to the income statement

Sales with non-Group companies for the fiscal years 2023 and 2022 are as follows:
Electronics€ thousand
Sales revenue from the saleof goods
Sales revenue from the provisionof services
Sales with third parties

Lighting

Lifecycle Solutions

2023

2022

2023

2022

2023

2022

2,838,972

1,620,126

3,654,846

2,039,212

999,652

534,943

209,656

111,563

175,832

63,41959,49033,801

3,048,628

1,731,689

3,830,678

2,102,631

1,059,142

568,744

Sales by region with non-Group companies for the fiscal years 2023 and 2022 are as follows:

Electronics€ thousand
Europe2023

Lighting

Lifecycle Solutions

2022

2023

2022

2023

2022

1,646,231

834,696

2,170,131

1,095,770

756,296

389,495

North, Central and South America

598,403329,372

882,371

519,184

143,068

81,961

Asia/Pacific/RoW

803,993567,621778,177

487,677

159,778

97,2883,048,628

1,731,689

3,830,678

2,102,631

1,059,142

568,744

Sales with third parties

The reconciliation of sales:€ thousand

2023

2022

8,328,039

4,612,832

15,998

7,689

Elimination of intersegment sales-390,895-210,477

Consolidated sales

7,954,141

4,410,044

Total sales of the reporting segments
Sales in other areas

171
Annual report 2023

Consolidated notes – Notes to the income statement

The reconciliation of the segment result to the consolidated net profit:€ thousand

2023

2022

491,715

198,920

Operating income of other areas-5,370-4,146

Operating income adjustments-36,298

160,704

Result from other investments

34

421

Earnings from investments accounted for using the equity method

13,947

26,850Net financial result-67,052-24,733

EBT of the Group

396,975

358,015

Operating income of the reporting segments

The operating income of the reporting segments
includes consolidation effects recognised in operating income. The operating income of other areas
includes expenses for strategic investments inpotential new technologies and business fields,
depreciation and amortisation of assets not used
for operations and expenses for central functions.

The operating income of the reporting segments
and other areas together totalled €486,345 thousand (previous year: €194,773 thousand). For further reconciliations between the total and theconsolidated income statement as a whole, pleaserefer to section 21.

Non-current assets by region:€ thousand

2023

2022

723,826

838,842

1,052,344

975,470

North, Central and South America

620,197

604,096

Asia/Pacific/RoW

583,488583,005

2,979,854

3,001,413

Germany
Europe excluding Germany

Non-current assets for the Group

Depreciation and amortisation of non-current assets amounted to €282,066 thousand (prior year:€101,395 thousand) in the Lighting segment,€214,861 thousand (prior year: €115,686 thousand) in the Electronics segment and €33,831 thousand (prior year: €18,038 thousand) in the Lifecycle
Solutions segment.

172
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

23 Cash and cash equivalents
Cash and cash equivalents include current accountbalances of €868,208 thousand (prior year: €649,252
thousand) and current investments of €222,242

thousand (prior year: €636,672 thousand), i.e. a totalof €1,090,450 thousand as at 31 December 2023
(prior year: €1,285,924 thousand).

24 Financial assets
31 December 2023
€ thousand

31 December 2022

Non-current

Current

Non-current

Current

Securities

16,85999,351

27,973

154,791

Other investments

61,776065,9280

126

24,021

128

19,635Loans
Other financial assets
Total

38

4,558

40

11,35578,799127,929

94,069185,780

The decrease in current and non-current financial
assets is mainly due to the sale of securities.

25 Trade receivables€ thousand

31 December 2023

31 December 2022

Trade receivables involving associates
Joint ventures and investments

14,73537,825Trade receivables with affiliated companies not included in the consolidated
financial statements

1,643

625

Trade receivables with companies of theFaurecia Group that do not belong to the H­ ELLA Group

5,574

9,306

Total

21,95247,756

Under a factoring programme contractually agreed
in June 2022, H­ ELLA can transfer receivables tothird parties. For the receivables sold under theagreement, essentially all opportunities and risks
are transferred to the buyer of the receivables; thereceivables are consequently derecognised in full.
The trade receivables of €923,065 thousand (prioryear: €1,012,367 thousand), include receivablesfrom associates, joint ventures, non-consolidated
affiliates and companies in which a participatinginterest is held as well as companies of the Faurecia
Group that do not belong to the H­ ELLA Group in
the amount of €21,952 thousand (prior year:€47,756 thousand).

173
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

26 Other receivables
and non-financial assets
Receivables from other taxes mainly include deductible input taxes. The other advance payments
include sales-related discounts that are amortised€ thousandover the term of the contract to reduce sales in
the amount of €54,043 thousand (prior year:€31,674 thousand).

31 December 2023

31 December 2022

Other current assets

30,49522,412

Receivables from finance leases

19,76017,937

Insurance receivables

1,927

3,118

Positive market value of currency hedges

28,58532,284

Subtotal other financial assets

80,76675,751

Advance payments for services

6,722

6,810

Advance payments for insurances

2,789

26,246

Advance payments for licences

18,971

19,836

Other advance payments

61,411

41,083

Receivables for partial retirement

310

441

Advance payments to employees

1,758

2,154

Other tax receivables

90,69897,522

Total

263,426

269,842

31 December 2023

31 December 2022

Raw materials and supplies

469,765524,703

Unfinished goods

423,692

394,374

Finished goods

89,769110,738

Merchandise

134,683

134,645

6,622

3,739

1,124,531

1,168,198

27 Inventories
Inventories are broken down as follows:€ thousand

Other
Total inventories

The carrying amounts of the inventories
recognised at fair value less the cost of sales
amounted to €433,919 thousand (prior year:€364,719 thousand).
Impairments of €9,561 thousand (prior year: reversals of impairments of €20 thousand) were recognised under the cost of sales in the reporting year.

This results in cumulative adjustments to inventory
in the amount of €81.594 thousand for the reporting period (prior year: €72,033 thousand).
The historical cost of inventories amounting
to €4,568,714 thousand (prior year: €2,605,269
thousand) was recognised as expenses in the reporting period.

174
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

28 Contract assets andcontract obligations
The contract assets as at 31 December 2023 were
the result of business transactions where the­HELLA Group had already provided services, butwhere there was not yet an absolute payment entitlement with regard to the customer. The contract
obligations as at 31 December 2023 were the resultof customer payments received in connection with
development services and customer tools forwhich the power of disposition had not yet beentransferred to the customer, plus other payments
received from contracts with customers.

Contract assets and contract obligations€ thousand

31 December 2023

31 December 2022

short-term contract assets

116,774

48,834long-term contract assets

115,824

69,958Contract assets

232,598

118,791

Contract obligations

138,369

110,797a
 nd recognised during thereporting period

75,77635,921from performance obligations fulfilled in previous fiscal years

1,438

551

Revenue received as part of contract obligations at the start of the fiscal year

Compared to the prior year, the contract assets
have increased. The increase is mainly due to performance obligations on the part of customers tocompensate for inflation-related increases in material prices.
The contract obligations as at 31 December 2023
mainly involved service obligations yet to be ful-

filled from development contracts. Their realisation is recognised at the point in time when the
power of disposition over the finished development service is transferred to the customer. From
this, expected sales in the amount of €107,805
thousand will be mainly realised over the next
three years (prior year: €86,905 thousand).

29 Non-current assets
held for saleOn 2 October 2023, ­HELLA and MAHLE agreed tosell the shares in the joint venture Behr-­HELLA
Thermocontrol GmbH, which is accounted for using the equity method, to the Taiwanese company
AUO Corporation. The joint venture develops, produces and distributes air-conditioning control devices for the automotive industry. It also focuses on
assembling printed circuit boards and mounting

operating units, blower controllers and electronic
control units for electric heater boosters. BHTC is
allocated to the Electronics segment. Subject toforeign trade and antitrust approval, the ­HELLAGroup expects to sell the shares in the joint venture
and its subsidiaries by mid-2024. BHTC is reclassified to non-current assets held for sale at the bookvalue as carrying amount.

175
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

30 Intangible assets

Goodwill

Acquiredintangible
AssetsTotal

805,060

70,992

171,274

1,047,326

Currency translation-4,149-531-533-5,212

Additions

86,5960

7,594

94,191

Disposals-3,3120-3,799-7,111

884,195

70,461

174,537

1,129,193

453,830

65,916

136,470

656,215

Currency translation-2,118-511-408-3,038Additions

27,9230

7,624

35,547

Disposals-320

0-3,612-3,932€ thousand

Capitalised
development
expensesAcquisition or manufacturing costs
As at: 01 June 2022

As at: 31 December 2022
Accumulated depreciation
and amortisation
As at: 01 June 2022

5,814

215

20

6,049

Reversal of impairment losses

Recorded impairments-37,6820-1,517-39,199

As at: 31 December 2022

447,446

65,620138,576

651,642

Carrying amounts 31 December 2022

436,749

4,842

35,961

477,552

176
Annual Report 2023

€ thousand

Consolidated notes – Notes to the statement of financial position

Capitalised
development
expenses

Goodwill

Acquiredintangible
AssetsTotal

884,195

70,461

174,537

1,129,193

Acquisition or manufacturing costs
As at: 01 January 2023
Currency translation-18,196

-827

-976

-20,000

Additions

157,4050

18,849176,254

Disposals-20,005

0-9,640-29,645

1,003,399

69,634

182,769

1,255,803

As at: 01 January 2023

447,446

65,620138,576

651,642

Currency translation-7,022-799-757-8,578Additions70,5130

14,81885,331

Disposals-14,259

0-9,257-23,517

Recorded impairments

13,4340013,434

Reversal of impairment losses-7,46400-7,464As at: 31 December 2023

502,648

64,821

143,379

710,848

Carrying amounts 31 December 2023

500,751

4,813

39,390544,954

As at: 31 December 2023
Accumulated depreciation andamortisation

All capitalised development costs arose from internal developments. The amortisation of intangible
assets amounting to €85,331 thousand (previous
year: €35,547 thousand) was recognised in the income statement with €77,921 thousand (previous
year: €31,567 thousand) in the cost of sales and€7,410 thousand (previous year: €3,980 thousand)in administrative expenses. Impairments of€13,434 thousand were mainly recognised in connection with the recognition of provisions for onerous contracts (Chapter 37) and, like the reversal of
impairments of €7,464 thousand recognised in thiscontext, are included in the cost of sales in theLighting segment. The discount rate used in thecontext of the impairment loss was between

10.05% and 16.76% (prior year: between 8.82% and9.51%). The acquired intangible assets mainly include software licences. Of the capitalised development expenses of €500,751 thousand (prior year:€436,749 thousand), € 141,554 thousand (prioryear: €191,524 thousand) was still under development as of the reporting date.
Goodwill amounted to €4,813 thousand (prioryear: €4,842 thousand) as of the reporting date.
Of this amount, €4,796 thousand (prior year:€4,825 thousand) is attributable to the businesssegments, and a further €17 thousand (prior year:€16 thousand) has not been allocated to the operating business segments.

Goodwill
Goodwill is allocated to the business segments as follows:€ thousand

31 December 2023

31 December 2022

Lighting

2,218

2,218

Electronics

1,782

1,798

796

809

4,796

4,825

Lifecycle Solutions
Total

177
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

Goodwill impairment monitoring in the ­HELLAGroup is based on the CGUs in the operative segments. CGUs represent the smallest group of assets that generate cash flow, and are, therefore,
the smallest reporting units. Since the fiscal year
2023, the Lighting, Electronics and Lifecycle Solutions segments have represented the smallest
cash-generating unit. This reflected the increased
responsibility of the segments as part of the ongoing decentralisation of management tasks. Basedon the adjustment of the reporting structure incalendar year 2023 (the Automotive segment was
broken down into the Lighting and Electronics segments), it was examined whether goodwill should
be reallocated. The goodwill recognised in the balance sheet was not changed and remains unchanged for each segment. The recoverable
amounts of all CGUs were significantly higher thanthe carrying amounts of the respective CGUs.
If it is determined that the recoverable amount of a
CGU is lower than its carrying amount, an impairment loss is recognised. The recoverable amount isdetermined on the basis of the expected future discounted cash flows from planned use (value in use).

These are based on plans approved by the Management Board covering a period of at least three years.
These plans are based on experience, as well as expectations regarding future industry developments.
The discount rates applied within the scope of themeasurement are calculated on the basis of market data. As in the prior year, consistent growth
rates were used to extrapolate the cash flow after
the detailed planning phase. The growth rates are
based on analyses conducted by a specialist service provider and do not exceed the long-term
growth rates for the sector or the region in which
the CGUs are active.
To take into account the differentiation between
segments, a specific peer group was used to determine the discount rates. The weighted capital costof the segments is thus based on the capital structure of the relevant group of listed companies towhich the segment in question is comparable interms of its risk/reward structure. A cost of capital
after tax of 11.86% was recognised for the CGU
Lighting, 12.06% for the CGU Electronics and11.59% for the CGU Lifecycle Solutions.

Discount rates
31 December 2023

Growth rates

31 December 2022 31 December 2023

31 December 2022

Lighting

10.05% to 15.61%

8.82% to 13.86%

1.00%

1.00%

Electronics

9.78% to 16.76%

8.74% to 15.73%

1.00%

1.00%

Lifecycle Solutions

8.76% to 65.78%

7.83% to 46.60%

1.00%

1.00%

178
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

The risk-free interest rate applied is 2.71% (prioryear: 2.03%) and the market risk premium (including country risk) ranges between 7.50% and 32.5%(prior year: between 7.50% and 32.5%). The inflation spreads applied ranged between -1.45% and46.49% (prior year: between -2.34% and 27.24%).
In addition to impairment testing, two sensitivity
analyses were carried out for each group of CGUs
with goodwill. The most important sensitivity indicators for the impairment test are the discountrates and long-term growth rate. A sensitivity analysis performed for the business segments foundthat a 1 percentage point increase in the WACC ora 1 percentage point reduction in the long-term
growth rate would change the outcome of the impairment test in the Lighting segment.
The tables below show the results of the sensitivity
analysis, which can also be extended to non-current assets other than goodwill.

This would result in the following impairments (–):
31 December 2023

31 December 2022

Change in€ thousand

Change in€ thousand

Change in€ thousand

Change in€ thousand

WACC

Long-term
growth rate

WACC

Long-term
growth rate

– 1 percentage point

-

-

-

-6,785+ 1 percentage point---9,311-

Lighting segment
Change in percentage points

31 December 2023
Electronics segment

31 December 2022

Change in€ thousand

Change in€ thousand

Change in€ thousand

Change in€ thousand

WACC

Long-term
growth rate

WACC

Long-term
growth rate

Change in percentage points– 1 percentage point

-

-

-

-

+ 1 percentage point

-

-

-

-

31 December 2023

31 December 2022

Lifecycle Solutions segment

Change in€ thousand

Change in€ thousand

Change in€ thousand

Change in€ thousand

Change in percentage points

WACC

Long-term
growth rate

WACC

Long-term
growth rate

– 1 percentage point

-

-

-

-

+ 1 percentage point

-

-

-

-

For the Lighting, Electronics and Lifecycle Solutions
segments, changes in the long-term growth rate
and the WACC of 1% do not lead to any need torecognise impairment losses.

179
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

31 Property, plant andequipment

Machinery

Production
equipment

Operatingand officeequipment

Assets underconstruction

Total

1,101,378

2,697,380

1,353,301

594,947424,636

6,171,642-2,531-10,028-2,767-298-1,777-17,401Land andbuildings

As at: 01 June 2022
Currency translation€ thousand
Acquisition or manufacturing costs

Additions

31,35531,721

11,39829,528210,961

314,963

Disposals-18,288-43,680-18,354-15,985-1,947-98,255

Reclassifications

18,252

91,13834,733

7,990-152,1130

1,130,166

2,766,530

1,378,311

616,181479,760

6,370,948

As at: 01 June 2022

588,907

1,927,868

1,189,446

444,61264,3394,215,172

Currency translation-1,981-6,791-1,854-580

17-11,190

Additions25,210115,51343,22630,556

0

214,505

Disposals-13,446-36,976-19,307-14,7010-84,429

0

2,297

2,521

89

3,640

8,547

-71,391-89,747-13,752-26,379-37,687-238,955

-15

-10

-7

32

0

0

As at: 31 December 2022

527,284

1,912,154

1,200,274

433,629

30,3094,103,650

Carrying amounts
31 December 2022

602,882

854,377

178,037

182,552

449,451

2,267,298

As at: 31 December 2022
Accumulated depreciation
and amortisation

Recorded impairments
Reversal of impairment losses
Reclassifications

180
Annual Report 2023

€ thousand

Consolidated notes – Notes to the statement of financial position

Land andbuildings

Machinery

Production
equipment

Operatingandofficeequipment

Assets underconstruction

Total

Acquisition or manufacturingcosts
As at: 01 January 2023

1,130,166

2,766,530

1,378,311

616,181479,760

6,370,948

Currency translation-21,486-52,640-14,163-9,356-9,654-107,300

Additions

25,837

98,23039,22560,476286,683

510,451

Disposals-17,949-101,307-301,167-26,483-2,490-449,398

Reclassifications

25,869149,825

123,8998,324-307,917

0

1,142,436

2,860,637

1,226,105

649,141446,382

6,324,702

527,284

1,912,154

1,200,274

433,629

30,3094,103,650

As at: 31 December 2023
Accumulated depreciation andamortisation
As at: 01 January 2023
Currency translation-8,488-33,508-10,514-6,374-145-59,030

Additions60,649241,500

85,53361,431

0449,114

Disposals-14,385-94,551-299,244-24,728-3-432,910

50

320

7,684

728

9,999

18,782

Recorded impairments
Reversal of impairment losses

0

-539

-1,7020-254-2,495586-45,120

44,800

-255

-12

0

As at: 31 December 2023

565,697

1,980,255

1,026,832

464,432

39,894

4,077,111

Carrying amounts
31 December 2023

576,740

880,382

199,273

184,709406,488

2,247,591

Reclassifications

In the reporting period 2023, no restrictions on
the powers of disposition over property, plant andequipment existed in the form of land charges
and assignments.
The additions to property, plant and equipment
include €21,125 thousand from leases. Please refer to Note 47, "Information on leases", for additional information on leases.
As part of the test of asset impairment which
compared the carrying amounts that applied ineach case with the corresponding recoverable
amounts, that are impacted by lower earnings
prospects as a consequence of higher inflation, an
impairment loss for property, plant and equipment of €18,782 thousand (prior year: €8,547
thousand) was in the cost of sales recognised in
the Lighting, Electronics and Lifecycle Solutions
segments.
A discount rate between 11.59% and 12.06% wasused for the valuation. The unit's long-term growthrate was set at 1%.

181
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

32 Investments accounted
for using the equity method
The following is a list of the Group's investments
accounted for using the equity method. The summarised IFRS financial information for the two joint
ventures HBBL and InnoSenT is shown separately
below, as they are of major importance for theat-equity measurement in the Group. The financial
information of all joint ventures and associates ispresented below.

€ thousand
Share of equity (%)

HBBL
The ­
HELLA BHAP Automotive Lighting Group(HBBL) consists of four companies based in China.
HBBL develops technology in the field of lighting
technology for the automotive industry. In addition, the Company's business activities include theproduction and sale of lighting technology components and systems as well as wholesale, order picking and import and export transactions relating to
the aforementioned products and electronic startand stop systems. The financial information of the
HBBL joint venture is presented below.

31 December 2023

31 December 2022

50

50

Cash and cash equivalents

44,675

19,113

Other current assets

194,705

171,937

Non-current assets

147,803

132,557

Total assets

387,183

323,607

Current financial liabilities

22,436

3,935

Other current liabilities

246,486

204,815

4,222

2,527

0

0

Total liabilities

273,144

211,277

Net assets (100%)

114,039

112,331

Pro rata share of the net assets

57,01956,165

Eliminations, impairments and other valuations-25,325-22,71300Carrying amount of investment

31,69433,453

Sales

363,739

182,052

Depreciation and amortisation-16,020-6,259Interest income

229

323

Interest expenses

-819

-76

Taxes on income-6,503-694

Earnings before interest and income taxes (EBIT)

25,08813,410Earnings for the period

27,95018,45100Comprehensive income for the period (100%)

27,95018,451

Share of comprehensive income for the period

13,975

6,399

Dividends received

2,613

3,533

Non-current financial liabilities
Other non-current liabilities

Goodwill

Other earnings for the period

182
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

InnoSenT
As one of the world market leaders for radar sensors, InnoSenT GmbH develops and produces radar
technology for safety-relevant driver assistance systems in cars, such as lane change assistant or lane
departure warning system. In addition, InnoSenT
GmbH produces systems for traffic monitoring and€ thousand
Share of equity (%)

building surveillance. The focus of the cooperation
between ­HELLA and InnoSenT GmbH is primarily on
the development and production of radar sensors
for automotive applications in the worldwide ­HELLA
network. The financial information of the InnoSenT
joint venture is presented below.

31 December 2023

31 December 2022

50

50

Cash and cash equivalents

1,081

498

Other current assets

24,696

24,964Non-current assets

16,176

14,304

Total assets

41,952

39,765Current financial liabilities

2,825

2,000

Other current liabilities

2,335

2,174

Non-current financial liabilities

00

Other non-current liabilities

05

Total liabilities

5,160

4,180

Net assets (100%)

36,79335,586

Pro rata share of the net assets

18,396

17,793Eliminations and impairments

-443

-443

Goodwill

8,284

8,284

Carrying amount of investment

26,23725,634

Sales

41,196

20,599Depreciation and amortisation-1,236

-654

12

192

Interest income
Interest expenses

105

-26

Taxes on income-1,498-977

Earnings before interest and income taxes (EBIT)

5,398

3,483

Earnings for the period

4,007

2,672

0

0

Comprehensive income for the period (100%)

4,007

2,672

Share of comprehensive income for the period

2,003

1,336

Dividends received

1,400

1,300

Other earnings for the period

The Group also has shares in further joint ventures
and associates, which are also accounted for using
the equity method. The financial information of all
joint ventures and associates – with the exceptionof HBBL and InnoSenT – is presented below.

As ­HELLA Pagid is no longer classified as a joint
venture company as at the reporting date (see note
03), the disclosures in the balance sheet do not include this company, while the disclosures for theperiod up to the acquisition of all shares are includ-

183
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

ed. The sales and contributions to earnings of joint
venture BHTC are included in the following table,
as they are reclassified to assets held for sale as at
the balance sheet date in the amount of the carrying amount (see Chapter 29). The sales and earnings contributions of BHTC and ­HELLA Pagid fromfiscal year 2023 are due to the ­HELLA Group in theamount of the shareholding.

€ thousand

31 December 2023

31 December 2022

Sales

783,570

445,886

Earnings before interest and income taxes (EBIT)

18,56827,960100% basis

Group's total share of:Sales

366,719

205,344

Earnings before interest and income taxes (EBIT)

8,707

13,518

Earnings for the period

3,258

5,646

Other earnings for the period-4,883-3,415Comprehensive income for the period recognised in the Group

-1,6242,231

Carrying amount of investment of the remaining companies
accounted for using the equity method

65,468

107,555

Of the earnings for amount of the other companies
accounted for using the equity method in theamount of €3,258 thousand (prior year: €5,646
thousand), €61 thousand (prior year: €1,363 thousand) is attributable to associates and €3,197 thousand (prior year: €4,283 thousand) to joint venturecompanies. Other comprehensive income for theperiod totalling €-4,883 thousand (prior year:€-3,415 thousand) is attributable to the associatedcompanies at €-3,471 thousand (prior year: €-1,621
thousand) and to the joint ventures at €-1,412
thousand (prior year: €-1,794 thousand). Of thecomprehensive income for the period of €-1,624
thousand (prior year: €2,231 thousand), €-3,410
thousand (prior year: €-258 thousand) is attributable to associates and €1,786 thousand (prior year:€2,489 thousand) to joint venture companies.
Of the carrying amount of other companies accounted for using the equity method totalling€65,468 thousand (prior year: €107,555 thousand),€48,489 thousand (prior year: €51,613 thousand) is
attributable to associates and €16,979 thousand to
joint ventures (prior year: €55,942 thousand).

The financial information for all joint ventures and all associates is as follows:€ thousand

31 December 2023

31 December 2022

1,188,506

1,237,836

49,05468,446

100% basis
Sales
Earnings before interest and income taxes (EBIT)

184
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

Group's total share of:Sales

569,186

537,980

Earnings before interest and income taxes (EBIT)

23,95031,958

Earnings for the period

13,24926,850

Other earnings for the period-8,533-3,387

Comprehensive income for the period recognised in the Group

4,716

23,463

The Group‘s total shareholding does not include ­HELLA Pagid, as the company is no longer classified as a joint venture as at
the reporting date.

The recognised net assets of all joint ventures and all associates is broken down as follows:

31 December 2023

31 December 2022

Carrying amount of investment of BHTC

€ thousand

069,819Carrying amount of investment of HBBL

31,69433,453Carrying amount of investment of InnoSenT

26,23725,634

Carrying amounts of investments of material companies accounted
for using the equity method

57,932

95,453

Proportional net assets of other companies
accounted for using the equity method

160,229

134,370

Goodwill, eliminations and impairment-94,762-26,814

Carrying amount of investment of the remaining companies
accounted for using the equity method

65,468

107,555

Investments accounted for using the equity method

123,399

203,008* HBBL was not reported as a material company accounted for using the equity method on 31 December 2022 and is therefore notincluded in the total of material companies accounted for using the equity method. Instead it is included in the total of other companies
accounted for using the equity method.

€ thousand

31 December 2023

31 December 2022

Pro rata share of the net assets as at 1 June / 1 January

203,008

224,182

Earnings for the period

13,947

26,850

Other earnings for the period-8,533-3,387

Dividends-4,270-13,166

Capital increases/contributions

954

0

Reclassifications to assets held for sale

-72,588

0

Reclassifications to non-consolidated companies-9,1200

0-31,471

123,399

203,008

Disposals
Pro rata share of net assets as at 31 December

The joint venture BHTC was reclassified as assets
held for sale (see Chapter 29). The company ­HELLA
Pagid GmbH was reclassified as a non-consolidated company (see Chapter 3).

185
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

33 Deferred tax assets /liabilities
Deferred tax assets of €88,391 thousand (prioryear: €93,411 thousand) and deferred tax liabilities of €43,750 thousand (prior year: €42,152
thousand) mainly relate to differences from thetax balance sheet valuations. Before offsetting

and impairment, the current portion of deferred
tax assets and liabilities totalled €135,680 thousand and €179,729 thousand respectively (prioryear: €104,839 thousand and €127,625 thousand
respectively).

The deferred tax assets and liabilities are broken down as follows:

Deferredtax assets

Deferredtax liabilities

Net deferredtaxes as at
31 December 2022

Intangible assets

26,552

94,789-68,237

Property, plant and equipment

82,79076,431

6,359

Financial assets

22,862

3,329

19,5330

17,047-17,047€ thousand

Other non-current assets
Receivables

2,500

3,494

-994

Inventories

14,483

17,476-2,993

Other current assets

6,811

36,420-29,609

0

3,511-3,511

Provisions for pensions and similar obligations

18,982

2,615

16,367

Other non-current provisions

51,69011,03940,650

Other non-current liabilities

25,972

1,872

24,100Liabilities

5,925

9,014

-3,089Other liabilities and accruals

54,26260,949-6,687

Other current liabilities

20,857273

20,584

Subtotal

333,687

338,259-4,573

Non-current financial liabilities

55,831-

55,831

Netting

Tax loss carryforwards-296,107-296,1070

Total

93,411

42,152

51,259There is sufficient probability that the loss carryforwards for which deferred tax assets are recognised
will be realised. The amount of the loss carryforwards for which no deferred tax assets were recognised was €269,154 thousand as at 31 December
2023 (prior year: €171,209 thousand). Future offsetting against taxable profits is not sufficiently
likely. Of this amount, €20,325 thousand (prioryear: €4,470 thousand) will expire within the next
five years and €248,829 thousand (prior year:€166,739 thousand) thereafter. Unrecognised deferred tax assets on temporary differences
amounted to €82,300 thousand as at 31 December
2023 (prior year: €137,663 thousand).

As at 31 December 2023, deferred tax assets of€577 thousand (prior year: €37,382 thousand)were recognised in individual Group companies
that reported a tax loss in the current or prior year,
which resulted from recognised current losses,
loss carryforwards and deductible differences. The
realisability of these deferred tax assets is considered sufficiently probable in anticipation of futuretaxable profits.
On 31 December 2023, a temporary difference
constituting a liability of €7,453 thousand (prioryear: €0 thousand) was recorded in connection
with shares in subsidiaries and €13,207 thousand

186
Annual Report 2023

Consolidated notes – Notes to the statement of financial position(prior year: €10,306 thousand) in connection withassociates and joint venture companies. No deferred tax liabilities were recognised forthese differences under IAS 12.39, however, because the subsidiaries' dividend policy is determined by the Group's Management Board. The
Group can thus control the reversal of these temporary differences. The Management Board does
not expect the temporary differences to be reversed in the foreseeable future.

The amounts of the income tax recognised anddisclosed directly in other comprehensive income
amounted in the reporting period to -€3,004 thousand (prior year: -€12,546 thousand) for financial
instruments used for cash flow hedging,-€1,739 thousand (prior year: €1,794 thousand)for financial instruments held at fair value throughprofit or loss and -€11,140 thousand (prior year:-€16,035 thousand) for the remeasurement ofdefined benefit plans.

Recognised in profit
or loss

Recognised in othercomprehensive income

Net deferredtaxes as at
31 December 2023

Deferred tax assets

Deferred tax liabilities

18,032-7,323-57,529

62,791

120,319-8,9362,884

307

83,324

83,017-25,104

885-4,686

1,235

5,921

3,058

-925

-14,914

5,789

20,703-14,184-333-15,510

2,694

18,204-2,408-606-6,007

12,857

18,864-22,312-3,142-55,063

9,200

64,263-4,449-270-8,2301

8,231

24,522

11,98752,87654,761

1,884

9,554

1,647

51,851

68,241

16,3903,371

75

27,54527,716

171

11,380-1,045

7,246

18,253

11,006

18,6852,797

14,79577,586

62,791-11,898

1,803

10,48915,090

4,602

-691

8,434

3,171

439,537

436,366-14,361-

41,47041,470---0-392,616-392,616-15,0528,434

44,641

88,39143,750187
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

34 Other non-current assets€ thousand

31 December 2023

31 December 2022

41,37927,855488

827

Subtotal of other financial assets

41,867

28,683

Advance payments

63,91053,5550

5,254

105,777

87,492

Receivables from finance leases
Other non-current assets

Credit balances for insolvency protection of partial retirement schemes
Total
See Note 47 for more detailed explanations about receivables from leases.

The advance payments include sales-related discounts that are amortised over the term of thecontracts to reduce sales in the amount of €59,243
thousand (prior year: €47,577 thousand).

35 Trade payables
In the fiscal year, there were liabilities to associatecompanies, joint venture companies, non-consolidated affiliates and companies in which a participating interest is held as well as companies of the€ thousand

Faurecia Group that do not belong to the ­HELLAGroup in the amount of €19,135 thousand (prioryear: €18,775 thousand).

31 December 2023

31 December 2022

Materials and services

1,186,056

1,178,815

Capital expenditures

159,700

137,250

Related parties

19,135

18,775

with associates, joint ventures and investments

6,134

7,337

with affiliated companies not included in
the consolidated financial statements

9,471

8,847

with companies of the Faurecia Group that do not belong
to the ­HELLA Group

3,530

2,591

1,364,891

1,334,840

Total trade payables

188
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

36 Other liabilities
31 December 2023

31 December 2022

€ thousand

Non-current

Current

Non-current

Derivatives

68,427

7,115

36,12816,016

Other financial liabilities

9,252

268,157

12,333223,012Subtotal other financial
liabilities

77,679275,272

48,461

239,028

Current

Other taxes

041,112

15

37,587

Accrued personnel liabilities

0194,7430146,221

Deferred revenue

0

5,463

0

0

77,679516,589

48,476422,837

Total

Other financial liabilities include mainly liabilities
from outstanding invoices or credit notes in theamount of €264,561 thousand (prior year: €210,894
thousand). In the 2023 financial year, ­HELLA ac-

cued sales-related financial liabilities in the Lighting
and Electronics segments totalling € 54,195 thousand (prior year: € 57,279 thousand).

37 Provisions
The main components of provisions are presented below:
31 December 2023
€ thousand

31 December 2022

Non-current

Current

Non-current

Current

Provisions for post-employment benefits

282,795

0242,421

50

Other provisions

237,540

154,520

324,517

227,553

Total

520,335

154,520566,938

227,603

Provisions for post-employment benefits
The ­HELLA Group provides occupational pension
benefits to the vast majority of its employees inGermany.Employees in many of the international­HELLA companies also receive occupational pension benefits. There are both defined benefit anddefined contribution pension plans.
The benefits provided by the German companies
mainly consist of pension payments, the amount of
which is based on length of service and which arepaid in the form of old age, disability and survivors'
pensions. In addition, one company has an old pension scheme whereby members receive a fixedsum depending on the income band in which they
are classified. All employees can also participate ina contribution-based scheme through salary conversion. Management is offered a contribution-based scheme through salary conversion,
which is financed through employers’ pension liability insurance. Pension plans dating from 2009
onwards are fully reinsured with matching coverand are recognised as contribution-based schemes.
Older pension plans, dating from before 2009, arerecognised as defined benefit plans.
The companies continue to remain liable forfulfilment of the pension liabilities assigned to thepension fund, acting as guarantor in the event of
non-performance, meaning that the pension liabilities and the corresponding trust assets will be included on a net basis in the consolidated balance sheet.

189
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

In the UK and the Netherlands, no new entitlements will be acquired in the former defined benefit pension systems. The accrued benefits will befinanced through insurance policies. A contribution-based plan has been introduced for theactively contributing plan members in the Dutch
company to set up future pension entitlements.
For the UK plan, the insurance policies were transferred to the plan participants in the short fiscal
year, so that the plan will no longer be accounted
for in the future (“buy-out”).

tribution-based Flex Plan into which the employer
can pay variable contributions. Employees in Slovenia and France receive a single capital payment on
retirement based on their salary. In Italy and Turkey,
capital is paid out at the end of the employment
contract, irrespective of the reason for termination.

Besides these systems, whose benefits are mostly
paid on an annuity basis, employees of the companies in Mexico, Korea and India receive benefits inthe form of a single capital payment. The amount of
the obligation from the respective defined benefit
plan is determined on the basis of the salary andnumber of years of service. In Mexico, the guaranteed pension benefits are supplemented by a con-

In the USA, Australia and Mexico, as well as in many
European and Asian companies, employees receive company pension benefits in the form ofwhat are referred to as defined contribution plans.
Furthermore, in the USA there are liabilities for the
medical care of active employees, although thecosts of these benefits are not borne for former
employees after retirement.

Granting of defined benefit plans entails the customary long life, inflation, interest rate and market(investment) risks; these risks are regularly monitored and assessed.

The funding status and the reconciliation to the balance sheet amounts are presented below:€ thousand

31 December 2023

31 December 2022

Defined Benefit Obligation (DBO) at end of fiscal year

382,355

342,813

Fair value of plan assets at the end of the fiscal year

-99,560-100,342

Recognised amount

282,795

242,471

31 December 2023

31 December 2022

The amounts carried are made up of the following balance sheet items:€ thousand
Assets from covered pension plans-696-1,952

Pension provisions

269,854

220,453

Other provisions for post-employment benefits

13,637

23,970Sum of the individual amounts

282,795

242,471

190
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

Asset cover for the pension provisions was as follows:
31 December 2023
€ thousand

Present value

31 December 2022

Plan assets

Present value

Plan assets

Without asset cover

272,9940241,3390

At least partial asset cover

109,361

99,560101,474

100,342

Total

382,355

99,560342,813100,342

Change in the present value of pension liabilities:€ thousand
DBO at the beginning of the fiscal year
Current service cost

31 December 2023

31 December 2022

342,813400,972

7,506

7,164

Past service cost

53

0Interest expense

13,480

5,895

35

58

39,339-54,801929-2,322-25,915-14,022

Actuarial gains (-) / losses (+) due to changes in demographic
assumptions
Actuarial gains (-) / losses (+) due to changes in financial assumptions
Actuarial gains (-) / losses (+) due to changes in experience-based
assumptions
Pension payments
Transfers-1350Currency effects

798

-131

Pension reclassification

3,452

0

DBO at end of fiscal year

382,355

342,813

191
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

Development of plan assets:
31 December 2023

31 December 2022

100,342

109,090

Interest income from plan assets

3,799

1,495

Actuarial gains (+) / losses (-) from plan assets

2,769-6,326€ thousand
Fair value of plan assets at the beginning of the fiscal year

Employer contributions
Pension payments from plan assets
Administrative costs

977

796

-8,017-4,580-3-1

Transfers-1240Currency effects

-139

-132

Pension reclassification-44

0

99,560100,342

31 December 2023

31 December 2022

7,506

7,164

53

0

Fair value of plan assets at the end of the fiscal year

The pension cost of the pension plans is broken down as follows:€ thousand
Current service cost
Past service cost
Administrative costs

3

1

Net interest expense

9,681

4,400

Expense for defined benefit plans recognised in
the consolidated earnings for the period

17,243

11,565

Actuarial gains (-) / losses (+) from scope of obligations

40,303-57,065

Actuarial gains (-) / losses (+) from the plan assets-2,769

6,326

Income (-)/ expense (+) from revaluation recognisedin other comprehensive income

37,534-50,739

Expense for defined benefit plans recognised in comprehensive income

54,777-39,174

192
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

Development of the balance sheet amounts€ thousand

31 December 2023

31 December 2022

242,471

291,882

7,562

7,165

Balance sheet amount at the beginning of the fiscal year
Service costs
Net interest expense

9,681

4,400

Expense from remeasurement recognised in other comprehensive income

37,534-50,739

Pension payments-17,898-9,442-977-796

Employer contributions
Transfers-110

Currency effects

937

1

3,496

0

282,795

242,471

31 December 2023

31 December 2022

Actuarial gains (+) / losses (-) at the beginning of the fiscal year

-16,389-67,172

Actuarial gains (+) / losses (-) during the fiscal year

Pension reclassification
Balance sheet amount at the end of the fiscal year

Actuarial gains/losses recognised in equity:€ thousand-37,534

50,739Currency effects

36

44

Pension reclassification-24

0-53,911-16,389

Actuarial gains (+) / losses (-) at the end of the fiscal year

The present value was measured on the basis of the following assumptions:
Germany
31 December 2023

International

31 December 2022 31 December 2023

31 December 2022

DBO (in € thousand)

343,848314,706

38,507

28,107

Discount rate (in %)

3.15

3.84

6.30

6.46

Wage and salary trend (in %)

3.00

3.00

5.23

4.44

Pension trend (in %)

2.00

2.20

0.00

0.00

In addition, a one-off premium of 9.5% on the provision for pension recipients totalling €13,192
thousand is taken into account for the higher expected inflation.

193
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

The cost of the pension plans was calculated on the basis of the following assumptions at the start of the year:

Germany
Weighted average in %2023

International
2022

2023

2022

Discount rate

3.90

2.30

6.56

4.74

Wage and salary trend

3.00

3.00

4.44

4.29

Pension trend

2.00

2.00

0.00

0.00

The discount rate was determined in 2023 on thebasis of the yields on the capital markets in thevarious relevant regions.

The following table shows how the defined benefit
obligation of the defined benefit pension liabilities
would have changed at the balance sheet date if
individual key assumptions had varied. The change
was determined by a corresponding remeasurement of the portfolio.

€ thousand
Discount ratePension dynamics

Salary dynamics

Death rate

31 December 2023

31 December 2022

+ 0.5 percentage points

-6.2%

-6.0%

-0.5 percentage points

7.0%

6.8%

+ 0.5 percentage points

4.3%

4.3%

-0.5 percentage points

-4.0%

-4.0%

+ 0.5 percentage points

0.3%

0.2%

-0.5 percentage points

-0.3%

-0.2%

+ 10 percentage points

-2.4%

-2.4%

-10 percentage points

2.7%

2.6%

31 December 2023

31 December 2022

The average duration of the defined pension liabilities, weighted on the basis of the present values,
is 14 years (prior year: 13 years).

Breakdown of plan assets:€ thousand
Shares

3.92%

6.19%

Bonds

17.79%

19.19%

Insurance

76.78%

72.93%

76.78%

72.93%Cash and cash equivalents

thereof: no price quotation in an active market

1.51%

1.69%

Total investment types

100.00%100.00%194
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

The domestic plan assets are largely managed by apension fund and employers’ pension liability insurance policies. The structure of the Group's plan
assets is reviewed on an ongoing basis by an investment committee, taking into account the forecast
pension liabilities. This committee regularly reviews the investment decisions and the underlying
return expectations of the individual asset classes,
taking into account empirical values and the selection of external fund managers.
Proper management and use of the trust assets issupervised by these external trustees. The pension
fund and the insurance companies are also subject

to supervision by the German Federal Financial
Supervisory Authority (BaFin).
The plan assets do not include any own financial
instruments or assets used by the Group itself.
The actual income from pension assets amounted
to €6,567 thousand in the past fiscal year (prioryear: expenses of €4,831 thousand).
The probable contributions for defined benefit
pension plans for the year 2024 are €1,842 thousand (prior year: €1,382 thousand).

The following overview shows the payments expected for the next ten fiscal years(not discounted, excluding payments from the plan assets):€ thousand
2024

18,9382025

18,8912026

18,4302027

18,6572028

18,885

Total of the years 2029 to 2033

114,755

Group liabilities arising from defined contribution
pension plans were recognised in profit and loss
in the operating result. Expenses in the fiscal year
just ended amounted to €109,156 thousand (prior year: €64,434 thousand). These expenses also

include contributions to public pension insurance
funds outside ­HELLA GmbH & Co. KGaA, which
total €103,641 thousand (prior year: €55,390
thousand) for the fiscal year.

Other provisions€ thousand

31 December
2022

Additions

ReversalsCom­pounding

Other

Utilisation

31
December
2023

Severance commitments

22,64812,044

-372

0

73

-23,146

11,246

Partial retirement
programme

39,61017,143

-27

2,156

2,246

-28,607

32,522

Profit-sharing and otherbonuses

29,745

19,065-4,204717-2,483-7,77035,071

Warranty
obligations

59,24343,532-26,938504-1,195-34,22140,926

Losses from supply andselling arrangements

359,589

40,202-37,818

11,636-1,520-133,778

238,312

Other provisions

41,235

9,144-10,0437-674-5,68533,985

Total

552,070

141,131-79,401

15,021-3,552-233,207

392,061

195
Annual Report 2023

Consolidated notes – Notes to the statement of financial position­ ELLA is exposed to product liability claims inHwhich the Company may be accused of violating
its duties of care, breaches of warranty obligations or material defects. In addition, claims may
be asserted from breaches of contract due to recalls or government proceedings. ­HELLA has taken out insurance policies for such risks, the scopeof which is deemed appropriate from a commercial point of view.
Provisions for warranty obligations comprise burdens for specific individual cases in the Lighting
and Electronics segment, in particular, for which
the current portion amounts to €16,970 thousand(prior year: €26,413 thousand).
Insurance refunds expected in connection withwarranty claims are recognised under other receivables and non-financial assets, and amounted to€1,927 thousand in the reporting period (prioryear: €3,118 thousand).
Provisions for losses from supply and sales liabilities
include liabilities under current third-party agreements from which future losses are expected. Of thetotal provisions for onerous contracts of €238,312
thousand (prior year: €320,748 thousand), €54,256
thousand constitutes current provisions with a ma-€ thousand

turity of less than one year. The remaining €184,056
thousand was classified as non-current provisions
with a maturity of more than one year.
The allocations to provisions for severance pay andpartial retirement relate to restructuring measuresin Germany which were agreed in the current fiscal
year, while the consumption of the provisions forseverance pay relate to the restructuring measuresin Germany which were agreed from September
2019 onwards.
The outstanding obligations to the provisions forseverance pay are expected as outflows to a large
extent in the next 24 months and the outflows to thepartial retirement provisions in the next 36 months.
The profit-sharing provisions and other bonuses
relate to the remuneration components of theManagement Board and other employees of­HELLA.
Expected charges against third parties for specificcompensation claims from recent transactions
were recognised in the remaining provisions.
Changes from currency translation are reported
under "Other".

31 December 2023

31 December 2022

Present value of obligation

72,02281,356

Fair value of plan assets-39,500-41,746

Provision for partial retirement programme

32,522

39,610The provision for partial retirement programmes
corresponds to the present value of the obligationon the balance sheet date less the fair value ofplan assets on the balance sheet date. A discountrate of 4.06% was applied (prior year: 3.55%). The

deducted plan assets are pledged securities. Thechange in the fair value of the plan assets is recognised under "Other" in the provisions table; indoing so, the change resulted in an important
additional transfer.

196
Annual Report 2023

Consolidated notes – Notes to the statement of financial position

38 Financial liabilities
Current financial liabilities with a maturity of lessthan one year amount to €434,288 thousand (prioryear: €253,861 thousand) and include a bond in theamount of €299,924 thousand (prior year: €299,734
thousand), which was still reported under non-current financial liabilities at the end of the prior year,with a nominal volume of €300,000 thousand, aninterest rate of 1.0% and a maturity date of 17 May
2024. Also included are notes payable of €77,806
thousand (prior year: €73,576 thousand), a current
portion from finance leases of €34,251 thousand(prior year: €33,626 thousand) and current financial liabilities of €6,015 thousand to a factoring
company (prior year: €12,757 thousand). Current
financial liabilities were reduced compared to theend of the prior year by the repayment of a loan
denominated in US dollars, which had a term until
29 January 2023 and was reported at €117,195
thousands as of 31 December 2022.
Non-current financial liabilities amount to €840,375
thousand (prior year: €1,174,952 thousand) and include a bond that was issued on 3 September 2019and matures on 26 January 2027. It has a value of€499,275 thousand (prior year: €499,046 thousand)with a nominal volume of €500,000 thousand and aninterest rate of 0.5%. Financial liabilities also include€76,761 thousand (prior year: €85,312 thousand)attributable to notes certificates denominated inyen issued in fiscal years 2002 and 2003 with a 30year maturity, and a loan of €72,077 thousand (prioryear: €78,753 thousand) denominated in yen with a
30-year maturity, both of which are fully currency-hedged to a value totalling €175,177 thousand€ thousand
Cash and cash equivalents
Financial assets (current)(prior year: €175,177 thousand). Also included is aloan of €67,873 thousand (prior year: €70,317 thousand) denominated in US dollars and maturing on
29 January 2026. Capital from profit participation
certificates of €5,000 thousand (prior year: €5,000
thousand) and finance lease liabilities amounting to€119,149 thousand (prior year: €136,675 thousand)are also recognised. Non-current financial liabilities
were reduced compared to the end of the prior year
mainly due to the reclassification of a bond from
non-current to current financial liabilities.
In September 2022, ­HELLA negotiated a syndicatedcredit facility amounting to €450 million and an increase option of €150 million. This facility was concluded with a syndicate of international banks andhas a term of three years (including two extension
options of one year each) until September 2025.
The first extension option of 15 months was exercised in August 2023. The second extension optionof twelve months can be exercised in 2024. The endof the new term is December 2026. In the event ofa loss of the investment grade rating, the continued existence of the syndicated credit facility is not
at risk and it will remain in place. There would only
be a special right of termination in the event of theentry of a squeeze-out or a domination agreementin the commercial register.
The following table shows the financial liabilities
described above together with cash and cash
equivalents. The resulting net financial debt totalled €56,284 thousand (prior year: net financial
liquidity of €42,890 thousand).

31 December 2023

31 December 2022

1,090,450

1,285,924

127,929

185,780

Cash and cash equivalents

1,218,379

1,471,704

Current financial liabilities-434,288-253,861

Non-current financial liabilities-840,375-1,174,952-1,274,663-1,428,814-56,284

42,890Financial liabilities
Net financial debt (-) / net financial liquidity (+)

197
Annual Report 2023

39 Equity
On the liabilities side, nominal capital is recognised
at its nominal value under the “Subscribed capital”
item. The nominal capital amounts to €222,222
thousand and is divided into 111,111,112 no-par
value bearer shares. The shares have no par value.
All issued shares are fully paid up. Each share confers one voting right and a right to dividends if distributions are agreed.
In addition to “Other retained earnings/profit carried forward” and the capital reserve, “Reserves
and unappropriated surplus” include the differences stemming from the currency translation of theannual financial statements of foreign subsidiaries
not recognised in the income statement and theimpact arising from the measurement of derivative
financial instruments acquired for hedging purposes also not recognised in the income statement, as
well as the reserve for the financial instrumentsfrom the available-for-sale category (IAS 39) and/or
the reserve for debt capital instruments (IFRS 9).
Also included are the results from the remeasurement of defined benefit plans, recognised directlyin equity. A detailed overview of the compositionand changes in the results recognised directly inequity is presented in the consolidated statementof changes in equity.
Actuarial losses before taxes of €37,534 thousand
were recognised during the reporting period (prioryear: the income before taxes of €50,739 thousand). The change in value of the defined benefit
liabilities or of the assigned plan assets is attributable to calculation parameters and in particular the
discount rate used here, which was 3.15% at theend of December 2023 (prior year: 3.84%).
The owners of the parent company will receive a
dividend of €320,000 thousand for the short fiscal
year 2022 (1 June 2022 to 31 December 2022),
which has already been distributed in full (prioryear: €54,444 thousand). This corresponds to €2.88
per no-par value share (including the special dividend of €2.61 per no-par value share from the saleof HBPO shares); the prior year's dividend was€0.49 per no-par value share.
The objective of the Group is to maintain a strong
equity base. The Group strives to strike a balance
between a higher return on equity, which would bepossible through greater external financing, andthe advantages and security offered by a soundConsolidated notes – Other notes

equity position. The Group is aiming to not exceed
a ratio of 1.0 for net financial debt to reported earnings before interest, taxes, depreciation and amortisation (EBITDA) in the long term. The ratio was 0.1
on 31 December 2023. In the prior year, the Group
reported net financial assets (thus exceeding thecriterion).

40 Notes to the
cash flow statement
As was the case in the prior year, the cash funds aresolely made up of cash and cash equivalents.
In the current reporting period, depreciation, amortisation, recognised impairment losses and reversals of impairment losses of €556,701 thousand(prior year: €-13,507 thousand), consisting of writedowns and, in the opposite direction, write-ups,
were recognised.
The change in provisions in the current fiscal year
was significantly influenced by the utilisation ofprovisions for delivery and sales obligations as wellas personnel and warranty obligations, while theincrease in the prior year was due to provisions forlosses from delivery and sales obligations. This increase in the prior year is due in particular to selected customer contracts in the Lighting segment,
for which provisions for onerous contracts had tobe recognised due to increased costs.
The other non-cash income and expenses and cash
flows not attributable to operating activities reported in the cash flow statement mainly include valuation and discounting effects and the result frominvestments accounted for using the equity method. The prior year mainly includes the income fromthe sale of the shares in the associate ­HELLA Behr
Plastic Omnium (HBPO) less derecognised assets
amounting to €250,367 thousand.
The factoring programme increased the Group’s
cash and cash equivalents by a total of €48,808
thousand (prior year: €206,707 thousand). Thischange consists on the one hand of the sale of additional receivables, which increased the inflow of
trade receivables and other assets not attributable
to investing or financing activities by €55,548 thousand (prior year: €194,023 thousand), and on theother hand of a repayment within current financial
liabilities to the factoring company totalling €6,741
thousand (prior year: addition of €12,683 thousand).

198
Annual Report 2023

The current fiscal year includes on balance cash
inflows from the sale of securities, primarily fromthe sale of bonds, amounting to €63,329 thousand(prior year: €240,986 thousand).
In the past reporting period, the payment received
from the sale of HBPO totalling €281,667 thousand
was allocated to cash receipts from the sale of investments in associates and joint ventures as wellas other investments.
In the current reporting period, repayments andproceeds from financial liabilities representing total payments of €149,018 thousand were significantly influenced by the timely repayment of thebank loan of a Mexican subsidiary in the amount of€115,634 thousand as at the end of January 2023
and payments from lease liabilities in the amountof €38,934 thousand (prior year: proceeds totalling€19,305 thousand).

€ thousand

Consolidated notes – Other notes

The dividends paid totalling €320,243 thousand(prior year: €54,496 thousand) in the current andprevious reporting period consist primarily of payments to the owners of the parent company.
Hence, after the Annual General Meeting on 28
April 2023, dividends totalling €320,000 thousand(€2.88 per no-par value share) distributed to owners of the parent company. In the previous reporting period, dividends totalling €54,444 thousand(€0.49 per no-par value share) were distributed toowners of the parent company.
The following table shows the (net) changes in the
total r current and non-current financial liabilities
and thus represents the non-cash changes of theline items, in addition to the cash flow statement.
The "Other changes" line primarily contains noncash interest expenses and non-cash changes tothe fair value.

Bonds

Loans

Lease
Liabilities

Other
financialliabilities

Total
financialliabilities
1,389,525

As at:

31 May 2022

887,517289,256

163,934

48,819Cash changes(Net) changes

Non-cashchanges

As at:Cash changes

Non-cashchanges-1,464-15,518-22,279

39,989728

New lease agreements

0026,142

026,142

Effect of exchange rate
fluctuations-2,0504,247

44-2,423-182

Other changes

5,163

5,028

2,462

-52

12,601

889,166

283,013

170,301

86,333

1,428,814

31 December 2022
(Net) changes

0-112,416-38,934

2,332-149,018

New lease agreements

0019,4730

19,473

Effect of exchange ratechanges-8,551-8,829-3,418-4,845-25,644327-5,266

5,977

0

1,038

880,942

156,501

153,400

83,821

1,274,663

Other changes
As at:

31 December 2023

199
Annual Report 2023

Consolidated notes – Other notes

41 Net cash flow
Relative to sales, net cash flow investments fell to
2.6% (prior year: 5.3%).
For the internal management of the HELLA Group,
net cash flow has been used as a performance indicator for Group management since the beginning of the fiscal year 2023. Net cash flow is a key
performance indicator that is not defined in theInternational Financial Reporting Standards. However, it is reported as additional information in the
HELLA Group’s financial reporting as it is used forinternal management purposes. The net cash flow
is shown in relation to sales in order to provide
appropriate information independent of the respective business volume of a reporting period.
For this purpose, the cash inflows from the sale ofequipment and intangible assets, plant and equipment as well as the payments for the procure-ment of equipment and intangible assets, plantand equipment are added to the cash flow fromoperating activities. The resulting figure is the net
cash flow.
Net cash flow fell to €205,294 thousand in the fiscal
year 2023 (prior year: €233,073 thousand). Thisdevelopment is mainly due to higher cash-relevant
investment activities for property, plant and equipment and intangible assets, which at €620,400
thousand were higher than in the short fiscal year
2022 (prior year: €392,448 thousand). This was mitigated by operating improvements, which can beseen in the higher cash flow from operating activities totalling €825,694 thousand (prior year:€625,521 thousand). The net cash flow decreased
to 2.6% (prior year: 5.3%) in relation to sales of€7,954,141 thousand (prior year: €4,410,044 thousand).

The performance of the net cash flow for the fiscal years 2023 and 2022 are shown in the following table:€ thousand

2023

2022

Cash flow from operating activities

825,694

625,521

Cash receipts from the sale of property, plant and equipment and of intangible assets

14,785

10,835

Payments for the purchase of property, plant and equipment-464,383-309,091

Payments for the purchase of intangible assets-170,802-94,191

Net cash flow

205,294

233,073

42 Information on related
party relationships
HELLA GmbH & Co. KGaA and its subsidiaries maintain business relationships with many companies
and individuals in the course of their normal operations. In addition to the business relationships
with fully consolidated companies, relationships
exist with associates, joint ventures and companies
in which shares are held; these are classified as
related parties under IAS 24. In addition, business
relationships with the FORVIA Group have beenreported as related parties since February 2022 if
these companies are not part of HELLA Group. Corresponding disclosures are made for expenses andincome.

There were supply and service relationships between companies within the scope of consolidation
and related parties, particularly with associates,
joint ventures, non-consolidated affiliates and
FORVIA Group entities. The outstanding items fromthe purchase or sale of goods and services between companies in the scope of consolidation andassociates, joint ventures, non-consolidated affiliates and FORVIA Group entities are presented under the respective items. For further information
on goods and services, see Chapters 25 and 35.

200Annual Report 2023

Key management personnel at HELLA GmbH & Co.
KGaA are the members of the Management Board,the members of the Shareholder Committee andthe Supervisory Board, at FORVIA S.E. the membersof the Board of Directors and the Executive Committee, and at FORVIA Germany GmbH the members of the Management Board.

Consolidated notes – Other notes

These individuals, immediate members of theirfamilies, and the companies they jointly or individually control are considered to be related parties
under IAS 24.

The following transactions were made with related parties:€ thousand

2023

2022

93,559159,216

with associates

23,250114,153

with joint ventures

19,426

15,411

288

283

Income from the sale of goods and services

 ith affiliated companies not included inw
the consolidated financial statements

44,04529,250Management in key positions:

Forvia Group99

29

Companies controlled by management in key positions

31

90

152,10764,621

Expenses from the purchase of goods and services
with associates

1550with joint ventures

108,979

44,422

with investments

1,803

820

w
 ith affiliated companies not included in
the consolidated financial statements

31,706

16,545

Forvia Group

9,432

2,667

Management in key positions:00Companies controlled by management in key positions

32

167

Business relationships with related parties operate
under normal market conditions. They do not fundamentally differ from supply and service relationships with third parties. The HELLA Group concluded no significant transactions with related party
individuals. Income generated with members ofthe management in key positions or with companies they control mainly concerns the shipments ofgoods, while the expenses are related to shipmentsof goods, rental expenses and other services.

For assuming personal liability in its role as General Partner, HELLA Geschäftsführungsgesellschaft
mbH receives liability remuneration of €1 thousand (prior year: €1 thousand). Moreover, the entity is entitled to reimbursement by HELLA GmbH &Co. KGaA for all of the expenses arising in connection with the management of the Company's business activities, including the remuneration of thecorporate bodies.

201
Annual Report 2023

Consolidated notes – Other notes

Remuneration for management in key positions:€ thousand

2023

2022

Current benefits

9,300

7,507

Post-employment benefits

2,027

542

Other non-current benefits

1,101

967

Share-based payment

2,065

5,709

Termination benefits

02,770*

14,493

17,495

Total* Includes the severance payments to be paid in the fiscal year 2023 for two managing directors following the mutually agreed
cancellation of their respective management contracts

The following table shows the total remunerationof the corporate bodies (Section 314 (1) (6a and b))of the German Commercial Code (Handelsgesetzbuch – HGB) for the fiscal year 2023 and the respective prior-year figures of the short fiscal year 2022:

Total remuneration paid to the management bodies:€ thousand

2023

2022

Total remuneration paid to the active institution members

9,300

13,387
12,068

Management Board

7,014

Supervisory Board

1,103

599

Shareholder Committee

1,183

720

3,726

6,474

3,726

6,474

Supervisory Board

00

Shareholder Committee

00

Total remuneration paid to the former institution members andtheir surviving dependants
Management Board

Remuneration of the active
members of the Management Board
The expenses for the remuneration of active members of the Management Board recognised in accordance with IFRS in the fiscal year 2023 amounted to €12,206 thousand (prior year: €16,176 thousand). The members of the Management Board
receive an annual fixed salary paid in 12 monthly
instalments, the appropriateness of which is reviewed annually. It amounted to a total of €3,302
thousand for all active members of the Management Board in the fiscal year 2023 (prior year:€1,948 thousand). In addition, active members of

the Management Board receive benefits in kindand other fringe benefits, short-term variable remuneration (STI), long-term variable remuneration(LTI) and pension commitments. The remunerationin kind and other fringe benefits of the members of
the Management board active in the reporting period totalled an equivalent value of €155 thousand(prior year: €76 thousand) in the fiscal year 2023.
Benefits in kind were measured on the basis of actual cost. These mainly consist of the private use of
a company car, the assumption of service-related

202
Annual Report 2023

accommodation and travel costs, and inclusion in
the Group's directors and officers liability insurance (D&O insurance).
The expense recognised under IFRS for short-term
variable remuneration (STI) in the fiscal year 2023
totalled €3,557 thousand for all active members of
the Management Board (prior year: €4,164 thousand), and the provision for this totalled €3,557
thousand as at 31 December 2023 (prior year:€4,164 thousand). The short-term variable remuneration is granted as an annual cash bonus as amultiple of the annual fixed salary depending on
the degree of achievement of certain targets. Thesetargets are composed of operational key performance indicators (in the past financial year: EBTand OFCF) and special (prioritised) targets, which inturn consist of collective/team targets (including
ESG-related targets) and individual targets and are
redefined annually.
Up to and including the short fiscal year 2022 as thebase fiscal year, the long-term variable remuneration (LTI) was still granted on a share-based basis
and paid out in cash following a five-year calculation period on the basis of the share price development and Group-specific performance targets(RoIC and EBT margin). An LTI base amount wasallocated for the first fiscal year of the calculation
period, the amount of which depends on the RoIC
achieved. Over the four following years of the period, the three aforementioned target figures arecompared annually with the values of the first fiscal
year. One fifth each of the partial amount determined in this way are added to the amount paidout, along with the LTI base amount. The expenses
were determined using a suitable valuation model(Monte Carlo simulation1). The expense recognisedin accordance with IFRS for the share-based longterm variable remuneration in the fiscal lyear 2023
totalled €2,065 thousand for all active members of
the Management Board (prior year: €5,709 thousand) and the provision for this totalled €9,641
thousand as at 31 December 2023 (prior year:€8,945 thousand). Since the beginning of the 2023
financial year, the share-based LTI scheme has nolonger been practised. The new LTI regulation usedsince then stipulates that two equally weighted LTI
components are granted, each comprising a fouryear reference period with a two-year assessment
period (LTI component 1) and a three-year assess-

Consolidated notes – Other notes

ment period (LTI component 2). Whether and towhat extent a payment will be made will only be
determined after the end of the reference period,
which for the fiscal year 2023 tranche ends at theend of the fiscal year 2026.
The expense recognised under IFRS for sharebased long-term variable remuneration in the
short fiscal year 2023 totalled €1,101 thousand for
all active members of the Management Board (prior year: €967 thousand) and the provision for thistotalled €1,016 thousand as at 31 December 2023
(prior year: €1,055 thousand).
The total remuneration shown above for the Management Board (Section 314 (1) No. 6 a and b HGB(the German Commercial Code)) for the fiscal year
2023 does not include a long-term variable remuneration (LTI). This is due to the fact that the Company has no longer practised a share-based LTI scheme
since the beginning of the fiscal year 2023 and thatno measurement periods for previous share-based
LTI tranches expired in the fiscal year 2023.
If a Management Board member terminates theirservice agreement or if the service agreement ends
for a compelling reason as defined in Section 626
of the German Civil Code (Bürgerliches Gesetzbuch– BGB) for which the Management Board member
is responsible, any LTI remuneration claims thathave not yet been paid out under both the oldshare-based LTI regulation and the new non-sharebased LTI regulation will lapse. In the event of termination of the service agreement for other reasons, there may be a pro rata reduction of the LTI
tranches whose calculation period has not yet expired at the time of termination.
In addition, the Company grants pension commitments within the framework of a defined contribution capital account system, into which a percentage (40% or 50% in the case of the President & CEO)of the annual fixed salary is allocated each year asa financial contribution. The members of the Management Board also have the option of making
optional payments by way of deferred compensation. Upon pension eligibility arising, the accrued
capital is paid either in a single lump sum or – subject to the Company’s approval – in instalments
over a maximum period of eight years. As a general rule, the capital account is closed on 31 May of¹M
 onte Carlo simulation assumptions: share price simulation based on the Black-Scholes model over the remaining term of the LTI;
initial price: €82.50 (Xetra trading platform; closing price 31 Dec.2023); annualised volatility (250 days; volatility expected in line withthe remaining term of the LTI based on historical volatility appropriate to the term); risk-free interest rate in line with the remaining
term of the LTI (in accordance with the yield curve for listed German government bonds published by the Deutsche Bundesbank);
dividends in accordance with the dividend announcement (no planned values)

203
Annual Report 2023

the year following the member of the Management
Board's 58th birthday. Eligibility for payment only
arises once the member of the Management Board
has left the Company. This period may be extended
at the member of the Management Board's request and is subject to the Company's approval.
The defined benefit obligation for liabilities fromthe defined contributions capital account system
for active members of the Management Board was€5,377 thousand on 31 December 2023 (prior year:€14,513 thousand). The financing contributions
structured in the form of investment fund units
and pledged to the active beneficiaries were valuedat €976 thousand as of the balance sheet date (prior year: €1,395 thousand). As at the balance sheet
date, there were plan assets totalling € 4,368 thousand (previous year: € 9,194 thousand).
In certain circumstances, members of the Management Board may be entitled to severance payments.
If the Company revokes the appointment of a member of the Management Board prior to the date of
expiry of the service agreement, the service agreement may be terminated prematurely for cause. In
these cases in which the service agreement is terminated for compelling reasons for which the memberof the Management Board is not responsible, they
are entitled to a severance payment of two times
their annual remuneration or, if the residual term of
the service agreement is less than two years, anamount reduced on a pro-rata basis. A member ofthe Management Board is also entitled to a special
right of termination until 31 December 2027. The
provisions for severance payments to be paid tomembers of the Management Board totalled €0
thousand (prior year: €2,770 thousand) as at thebalance sheet date.

Remuneration of the former
members of the Management Board
There are provisions for the pension liabilities towards former members of the Management Boardand their surviving dependants amounting to€14,158 thousand (prior year: €11,080 thousand).
In addition, claims totalling € 3,076 thousand (previous year: € 2,802 thousand) were transferred to
Allianz Pensionsfonds AG. The net obligation of theshare transferred to Allianz Pensionsfonds AG
comes to €193 thousand ( prior year: €-44 thousand). The defined benefit obligation from the defined contributions capital account system towards
former members of the Management Board andtheir surviving dependants is €8,260 thousand (prior year: €7,894 thousand). The financing contributions structured in the form of investment fundConsolidated notes – Other notes

units and pledged to the beneficiaries in this groupwere valued at €7,797 thousand as at the balance
sheet date (prior year: €7,665 thousand).
Pension payments to former members of the Management Board and their surviving dependants
came to €956 thousand (prior year: €505 thousand). The total remuneration paid to former members of the Management Board came to €3,726
thousand in the fiscal year 2023 (prior year: €6,474
thousand), which comprised mainly of LTI instalments payable for prior years, severance payments
and payments under liabilities.

Remuneration of the membersof the Supervisory Board
The expense recognised under IFRS for the remuneration of the members of the Supervisory Board(fixed remuneration and committee work) totalled€1,103 thousand for the fiscal year 2023 (prioryear: €599 thousand). Of this amount, €978 thousand (prior year: €528 thousand) is attributable to
fixed remuneration and €125 thousand (prior year:€70 thousand) to committee work. Variable remuneration is not provided for in the remuneration
system for the Supervisory Board. The employee
representatives on the Supervisory Board receive
standard market remuneration.

Remuneration of the members of
the Shareholder Committee
The expense recognised under IFRS for the remuneration of the members of the Shareholder Committee
totalled €1,183 thousand plus VAT for the fiscal year
2023 (prior year: €720 thousand plus VAT). The entire
amount is accounted for by fixed remuneration; variable remuneration or remuneration for committee
work is not provided for in the remuneration system
for the Shareholder Committee.
No loans or advances were granted to the members of the Management Board, the Supervisory
Board or the Shareholder Committee.

 ee the remuneration reportSfor details on the remuneration
systems for the Management
Board of HELLA Geschäfts­führungs­gesellschaft mbH andthe members of the Supervisory
Board and the Shareholder
Committee of HELLA GmbH &Co. KGaA.

204
Annual Report 2023

43 Declaration of Conformity
with the Corporate
Governance CodeOn 29 February 2024, the General Partner as wellas the Shareholder Committee and the Supervisory
Board of HELLA GmbH & Co. KGaA (the "Company")
approved a joint Declaration of Conformity in accordance with Section 161 of the German Stock
Corporation Act (Aktiengesetz – AktG) which statesthat the recommendations of the German Corporate Governance Code have been and will be complied with as well as which recommendations havenot been or are not being applied. This version
has been made permanently accessible on the
Company's website at www.hella.com/declarationofconformity.

Consolidated notes – Other notes

205
Annual Report 2023

44 Disclosures on financial
instruments

Consolidated notes – Other notes

The carrying amounts and fair values of classes of financial instruments and the carrying amounts in accordance with IFRS 9 measurement categories as at 31 December 2023 and 31 December 2022 are set out below.

€ thousand

Measurement
category under
IFRS 9Carrying
amount31 December 2023

Fair value
31 December 2023

Carrying
amountFair value
31 December 31 December
2022
2022

Cash and cash equivalents

Amortised cost

1,090,450

1,090,450

1,285,924

1,285,924

Trade receivables

Amortised cost

923,065923,065

1,012,367

1,012,367

FVOCI

99,351

99,351

154,791

154,791

Loans

Amortised cost

24,021

24,021

19,635

19,635

Other bank balances

Amortised cost

4,558

4,558

11,355

11,355n.a.

26,443

26,44330,692

30,692

Level 2
Level 2

Fair value
hierarchy

Financial assets
Debt capital instruments

Level 1Other financial assets
Derivatives designated as hedging instruments
Derivatives not designated as hedging instruments
Other receivables associated with financing activities

FVPL

2,142

2,142

1,593

1,593

Amortised cost

52,182

52,182

43,46743,4672,222,211

2,222,211

2,559,822

2,559,822

Current financial assets
Financial assets
Equity instruments

FVPL

55,31355,31358,02258,022

Level 3Equity instruments

FVOCI

5,708

5,708

7,905

7,905

Level 1Equity instruments

FVOCI

756

756

0

0

Level 2

Debt capital instruments

FVOCI

16,85916,85927,973

27,973

Level 2

Loans

Amortised cost

126

126

128

128

Level 2Other receivables associated with financing activities

Amortised cost

38

38

40

40

Level 2

Amortised cost

41,86741,867

28,683

28,683

Level 2

120,666

120,666

122,752

122,752

2,342,877

2,342,877

2,682,574

2,682,574

Other financial assets
Trade receivables
Non-current financial assets
Financial assets
Financial liabilities
Financial liabilities to banks and bondAmortised cost

Bonds
Trade payables

Amortised cost

100,113100,113220,235

220,235

299,924

299,924001,364,891

1,364,891

1,334,840

1,334,840

Other financial liabilities
Derivatives designated as hedging instruments

n.a.

5,080

5,080

14,628

14,628

Level 2Derivatives not designated as hedging instruments

FVPL

2,035

2,035

1,388

1,388

Level 2

Amortised cost

268,157

268,157

223,012223,0122,040,201

2,040,201

1,794,103

1,794,103

Other financial liabilities
Current financial liabilities
Financial liabilities
Financial liabilities to banks

Amortised cost

145,190

159,427

154,184

173,142

Level 2

Bonds

Amortised cost

576,036

516,592

884,093784,496

Level 1Other financial liabilities
Derivatives designated as hedging instruments

n.a.

40,45440,45423,49323,493

Level 2Derivatives not designated as hedging instruments

FVPL

27,973

27,973

12,635

12,635

Level 2

Amortised cost

9,252

9,252

12,333

12,333798,905

753,699

1,086,738

1,006,099

2,839,106

2,793,899

2,880,841

2,800,202

Other financial liabilities
Non-current financial liabilities
Financial liabilities

206
Annual Report 2023

€ thousand

Carrying
amount31 December
2023

Consolidated notes – Other notes

Fair value
31 December
Carrying amount
Fair value
2023 31 December 2022 31 December 2022

Of which aggregated under IFRS 9 measurement
categories:
Financial assets
FVPL
Amortised cost
FVOCI

74,31374,31387,58887,5882,136,307

2,136,307

2,401,598

2,401,598

105,814

105,814

162,696

162,696

2,763,564

2,718,357

2,828,696

2,748,057

30,00830,00814,024

14,024

Financial liabilities
Amortised cost
FVPL

Notes on the abbreviations used:
FVPL: Fair Value through Profit or Loss.
FVOCI: Fair Value through Other Comprehensive
Income, with reclassification to profit or loss.
The valuation technique used for financial assets
and financial liabilities measured at fair value depends on the available inputs. If quoted prices canbe accessed for identical assets in active markets,
those prices are used to measure fair value (Level1). If this is not possible, the fair values of comparable market transactions are used as well as financial methods based on market parameters (netpresent value method, forward standard method,derivation of fair value from comparable market-oriented values) based on observable market
data (Level 2). Fair values not based on observable
market data are measured using generally recognised financial modelling methods or observableachievable prices from recent qualified funding
rounds while taking account of the respective company’s life and development cycle (Level 3).
The Group reports possible transfers between different levels of the fair value hierarchy at the endof the reporting period in which the change occurred. As in the prior year, no transfers weremade between different levels of the fair value hierarchy during the current 2023 reporting period.

The carrying amounts of current financial instruments correspond to the fair value due to the short
residual terms and the high credit rating of thecounterparties.
Non-current financial instruments on the assets
side were mainly made up of other investments,
securities as covering assets for pension provisions,and loans. The non-current equity instruments represent other investments recognised as FVOCI andvalued at €6,464 thousand (prior year: €7,905 thousand) and non-consolidated affiliates recognised as
FVPL and valued at €55,313 thousand (prior year:€58,022 thousand). A sensitivity analysis is not performed for reasons of materiality.

Pledged collateral
As at 31 December 2023, interest-bearing investments of €39,500 thousand (prior year: €47,000
thousand) were pledged to a trustee as statutory
insolvency protection for partial retirement fundassets. These are netted at the settlement amountof the partial retirement obligation against the obligations from partial retirement.

207
Annual Report 2023

Consolidated notes – Other notes

The following table shows the net result from financial instruments foreach IFRS 9 measurement category for the fiscal year 2023:€ thousand

Interests

Financial assets FVPL

Fair value
Dividends measurement

Currencytranslation

2023

0

16,8590016,859Financial assets FVOCI

2,440

0

181

0

2,621

Financial assets amortised cost

24,26100-7,584

16,677

Financial liabilities amortised cost

-46,58700-21,177-67,764

Total-19,886

0

17,040-28,761-31,607

Fair value
Dividends measurement

Currencytranslation

2022-5,908The following table shows the net result from financial instruments foreach IFRS 9 measurement category for the fiscal year 2022:€ thousand

Interests

Financial assets FVPL

123

52

-6,558476

Financial assets FVOCI

214

0

-283

1,137

1,068

Financial assets amortised cost

6,247

0

0

-3,537

2,711

Financial liabilities amortised cost

-19,369

0

0

2,406

-16,963

Total-12,785

52-6,842482-19,092

Net profit/loss per
measurement category
When determining the net result from financial instruments, value adjustments and value recoveries,
income and expenses resulting from the application of the effective interest method, income andexpenses from currency translation, gains or losses on disposals, and other changes in the fair valueof financial instruments recognised in the income
statement is taken into account.

Financial risk management
The HELLA Group is exposed to various financial
risks in the course of its operations. In particular,
these include liquidity, currency and interest raterisks.
Risk management is carried out by the central financial management department in accordancewith the guidelines adopted by the corporate bodies. Detailed information is provided in the management report.
On the procurement side, there are risks relating
to the general security of supply, among others.
Moreover, credit risks arise from trade receivables,
lease receivables, and also from receivables relat-

ing to financial transactions, such as the investment of cash or cash equivalents or the acquisitionof securities. Liquidity risks can arise from a significant decline in the operating business performance as well as from the risk categories mentioned above.

Management of liquidity risks
HELLA works with mainly centralised liquidity
structures in order to pool liquidity across theGroup (“cash pooling”). The centralised liquidity is
calculated on a regular basis and planned using abottom-up process. HELLA actively manages theloan portfolio on the basis of the liquidity planning.
The following tables show the maximum settlements to be paid. These show the worst-case scenario for HELLA – i.e. the earliest possible contractual payment date. This takes into account creditor
cancellation rights. Foreign currency items are always converted at the spot rate applicable on thebalance sheet date. Interest payments for itemswith variable interest rates are always measured at
the reference interest rate applicable on the balance sheet date. In addition to non-derivative financial instruments, derivative financial instruments (e.g. foreign currency forwards) are taken

208
Annual Report 2023

Consolidated notes – Other notes

by cash receipts, which are also shown. In addition, loans granted but not yet drawn in full andfinancial guarantees issued are included in thesettlements to be paid.

into account. For derivatives where gross payments are settled between the parties involved,
only the settlements are shown in line with theworst-case scenario. These settlements are offset

Maximum future settlements as at 31 December 2023

Less than 1 year

Between 1 and 5
years

More than 5
years

Total

Non-derivative financial liabilities

2,035,985

706,721

177,627

2,920,333

Derivative financial instruments

1,106,555

192,339

233,543

1,532,437

0

0

0

0

34,251

100,017

39,792

174,060

Total

3,176,791

999,077

450,9624,626,830

Proceeds from derivative financial instruments

1,125,049

164,575

165,315

1,454,939

Between 1 and 5
years More than 5 years

Total€ thousand

Loan commitments / financial guarantees
Lease liabilities

Maximum future settlements as at 31 December 2022

€ thousandLess than 1 year

Non-derivative financial liabilities

1,466,939

938,091

260,535

2,665,565

Derivative financial instruments

1,036,529

189,275

247,511

1,473,315

0

0

0

0

33,626106,277

57,088

196,992

Total

2,537,094

1,233,643

565,134

4,335,872

Proceeds from derivative financial instruments

1,056,941

165,354

188,861

1,411,156

Loan commitments / financial guarantees
Lease liabilities

The Group's liquidity supply is also sufficiently assured through cash and bank balances on hand,marketable short-term securities on hand and theavailable unused bank lines of credit.

The table below sets out the main liquidity instruments:€ thousand
Cash and cash equivalents

31 December 2023

31 December 2022

1,090,450

1,285,924

Marketable securities

113,119

160,793

Available, unused cash line of credit

497,252

512,034

1,700,821

1,958,751

Total

209
Annual Report 2023

The total of the cash lines of credit available to the
HELLA Group amounts to roughly €501,362 thousand (prior year: €521,979 thousand). These consist of a syndicated credit with a volume of €450,000
thousand (term until 2026, utilisation as at 31 December 2023: 0%) and short-term money market
lines with a volume of €51,362 thousand (utilisation
as at 31 December 2023: 8%). In some cases, standard lenders' rights to call in a loan apply to the latter(as part of financial covenants). These covenants
are reviewed on an ongoing basis as part of corporate planning and are currently being compliedwith. Owing to the broad and international base ofcore banks and the utilisation of the capital market
for financing, the refinancing risk is classified asvery low. There are no concentration risks in theprovision of liquidity.

Management of currency risks
Currency risks (in the context of transaction risks)arise from receivables, liquid funds, securities andexecutory contracts in a currency other than thefunctional currency. The HELLA Group's currency
risk is calculated as a net exposure by aggregating
the Company's planned foreign currency cashflow.
The net exposure is constantly monitored andmanaged by regularly adjusting the hedge ratio toconform to the HELLA hedging strategy, which isregularly reviewed. Currency derivatives, primarily
foreign currency forwards, are used to offset exchange rate-related fluctuations impacting thesepayments and positions.
In principle, changes in the fair value of currency
derivatives are recognised in the income statement. In the case of cash flow hedge accounting
within the meaning of IFRS 9, the unrealised gains
and losses from the effective part of the hedging
transaction are initially recognised in the statement of “Changes in equity with no impact on theincome statement”. The gains and losses are only
realised and transferred to the income statement
when the hedged risk of the underlying transactionis also recognised in profit or loss.

Hedging of foreign currency
risks from long-term refinancing
in foreign currencies

Consolidated notes – Other notes

the currency hedging derivative are recognised
separately in equity as transaction-related hedging
costs and are recognised in profit or loss when they
are used.
The effectiveness of hedging relationships is determined using the hypothetical derivative method.

Hedging of planned andhighly probable transactions
Planned, highly probable foreign currency transactions are hedged spot to spot. The price component of the exchange rate that exceeds the spot
component is recognised as the cost of hedging
and reversed in accordance with the managementof the respective maturity bands. Hedging transactions with currency derivatives almost exclusively
have a term of less than one year and are used tohedge currency risks from operating cash flows.
This offsetting reflects the HELLA Group's expectation that the fair value measurements of thehedged item and hedging instrument normally
move in opposite directions. Accordingly, forward
agreements are entered into to sell future cash
flows from sales denominated in a foreign currency. A change in the exchange rate may have a positive impact on the cash flows from the flow currency
sales but a negative effect on the currency forward,
or vice versa.
The effective changes in the value of currency derivatives recognised in equity are recognised in thesame period and in the same item of the income
statement as the planned underlying transaction isrecognised in the income statement. If hedgedtransactions are no longer expected to occur, theamounts are reclassified to other income.
The other currency derivatives are also used tohedge currency risks from underlying transactions,whereby no hedge accounting is applied.
The relatively high sensitivities to the annual result
are mainly attributable to market fluctuations of
non-derivative financial instruments and planned
cash flows that are not hedged within the meaningof IFRS 9.

HELLA mainly designates currency derivatives tohedge foreign currency cash flow from funding taken out in JPY and maturing in 2032 or 2033 underflow hedge accounting (micro-hedges).

The sensitivity analysis is performed on the basisof the hedge ratios as at the balance sheet date.
They are reviewed regulations in the course of the
fiscal year and may be above or below the level atthe balance sheet date.

Hedging is carried out using the spot-to-spot method. The costs in excess of the spot components of

The following sensitivity analyses show the effects
a 10% change in the exchange rate of each foreign

210
Annual Report 2023

Consolidated notes – Other notes

currency would have on equity or on the net profit/
loss for the year (before taxes). The analysis isbased on the respective risk position on the balance sheet date and only takes into account thelargest gross exposure in the HELLA Group:

Effects of a 10% fluctuation in the exchange rate on equity and net profit/loss for the year
€ thousand

31 December 2023
Foreigncurrency

Exchange rate

Change in equity owing tofluctuations in the market valueof currency derivatives used forhedging purposes (cash flow
hedge accounting)

Change in net profit/loss forthe year owing to unhedged
currency exposures in thecase of non-derivative financial
instruments and fluctuations in
the market value of derivative
financial instruments

Net
exposure

31 December 2022

depreciates
by10%

appreciates
by10%

Net
exposure

depreciates
by10%

appreciates
by10%

CNY

18,814-22,995

CZK-16,661

20,363-

19,721-24,103--11,927

JPY-577

14,577806--3,609MXN-15,023

7,404

18,361--11,314

13,829RON
USD-19,847

24,257--13,925

17,01917,946-21,933-

11,117-13,588

CNY

122,562-11,142

13,618160,192-14,563

17,799CZK-112,428

10,221-12,492-118,706

10,791-13,190

JPY-20,793

1,890-2,310-17,667

1,606-1,963MXN-75,031

6,821-8,337-64,654

5,878-7,184

RON-122,111

11,101-13,568-149,660

13,605-16,629

USD

85,993-7,8189,555

57,603-5,237

6,400

The following table shows the nominal values andmeasurements of the hedging instruments, aggregated for all currencies, as well as their balance
sheet category and the change in ineffectiveness.

The following tables contain quantitative disclosures on the hedging instruments used in eachcategory, broken down by the most importantcurrencies:

Nominal values and measurements of hedging instruments
Nominalamount of
the hedging
instrument€ thousand
Cash flow hedges

31 December
2023

31 December2022

Line items in the
Carrying amount statement of financialof the hedging
position that
instrument
include the hedgingAssets

Liabilities

Changes in fairvalue for the
calculation of hedge
ineffectivenessExchange rate risk(forecast transactions)

987,893

28,087-5,177

Other assets/liabilities-

Exchange rate risk
(financing)

175,1770-70,772

Other assets/liabilities-

Exchange rate risk(forecast transactions)953,758

31,430-7,086

Other assets/liabilities-

Exchange rate risk
(financing)

175,1770-47,226

Other assets/liabilities-

211
Annual Report 2023

Consolidated notes – Other notes

Hedging instruments per risk category
Nominal amount in € thousands<1 year

1-5 years>5 years

Exchange rate risk as at 31.12.2023

850,728

137,165

175,177

Exchange rate risk as at 31.12.2022

818,812

134,946

175,177

Average hedging rates

Exchange rate risk

Average prices over the entire termof thehedging instruments as at 31.12.2023

Average prices over the entire termof thehedging instruments as at 31.12.2022

1.09

1.07

EUR/USD
EUR/CZK

24.76

25.70

EUR/JPY

145.05135.98EUR/RON

5.11

5.27

EUR/CNY

7.57

7.28

USD/MXN

19.34

21.99

The following table contains information about designated hedged items in each risk category. HELLA
only uses cash flow hedges for currency risks.

Since the hedged items consist of planned cash
flows that have not (yet) been recognised in the financial statements, only the carrying amount of
the hedging instrument portfolio is reported.

Designated hedged items per risk category€ thousand

Cash flow hedge reserve
Change in value
forcalculation ofhedgeineffectivenessOngoing hedging activities

Hedging activities that nolonger qualify for hedge
accounting

Exchange rate risk forforecast transactions-

22,911-

Exchange rate risk forfinancing--40,476-

Exchange rate risk forforecast transactions-

24,317-

Exchange rate risk forfinancing--31,827-

Cash flow hedges

31 December
2023

31 December
2022

212
Annual Report 2023

Consolidated notes – Other notes

Gains and losses from cash flow hedges are as
follows:

Profits and losses from cash flow hedges

Cash flow hedges in € thousand

Earnings line in
the statement ofcomprehensive"Amount reclassified
income that contains from the CFH reserve tohedge ineffectiveness the income statement""Hedge ineffectivenessrecognised in profit orloss"

22,911-Other operating
earnings

50,995

Other operating
earnings-40,476-

Other operating
earnings-15,338

Other operating
earnings

Exchange rate risk
31
(planned cash flows)
December
Exchange rate risk
2023
(financing)
Exchange rate risk
31
(planned cash flows)
December
Exchange rate risk
2022
(financing)

24,317-

Other operating
earnings

498

Other operating
earnings-31,827-

Other operating
earnings-4,031Other operating
earnings

The following table reconciles the equity items relating to currency risks in other comprehensive income (OCI):

Reconciliation of equity items from currency risks
2023

2022

Reserve forfinancial
instruments
to secure payment flows

Hedging
costs

Total

As at 1 June / 1 January-26,456

14,336-12,120-37,305-13,268-50,572

Profits or losses from effective
hedging relationships

71,614-120,975-49,361-14,742

56,727

41,985

Reclassifications due to being
recognised in profit or loss

-81,415

117,072

35,65725,591-29,123-3,533As at 31 December-36,257

10,433-25,824-26,456

14,336-12,120€ thousand

Individual income
statement items
affected by thereclassification

Earnings from hedging
recognised directly inequityReserve forfinancial
instruments
to secure payment flows Hedging costs

Total

213
Annual Report 2023

Consolidated notes – Other notes

The fair values and changes in currency derivatives
used to hedge items recognised in the balance
sheet are shown in the following table.

Currency derivatives without hedge accounting
Fair values€ thousand

31 December 2023

31 December 2022

Change-1,344419-1,763Currency derivatives

Management of interest rate risks
Interest rate risks arise when fluctuations in interest rates lead to changes in the value of financial
assets and liabilities on the statement of financial
position of HELLA. These may affect the amount of
the interest income and expenses in the fiscal year
as well as the market value of derivative contracts
and other financial assets measured at fair value.
As at 31 December 2023, interest rate-sensitive net
financial debt stood at €971,847 thousand (prioryear: €1,135,405 thousand).
These risks are managed by the HELLA Groupthrough natural hedging, i.e. the elimination of interest rate risks by assuming offsetting items andthrough the targeted use of interest rate derivatives.

The following sensitivity analyses show how a one
percentage point movement in the respective market interest rate would change equity and the net
profit/loss for the year (before taxes). The analysis
is based on the respective risk position on the balance sheet date. The calculation method used isthe net present value method.

Equity instruments
HELLA has acquired shares in a company in theform of shares with strategic objectives.
HELLA actively manages the price risks. By continuously observing and analysiang the markets, it ispossible to manage investments in real time. Negative developments on the capital markets canthus be identified at an early stage and appropriate
measures taken. Derivatives are only used to manage other price risks in exceptional cases.

Effects of a 1% fluctuation in the market interest rate on equity and net profit/loss for the year

€ thousand

31 December 2023

31 December 2022

rises by1 percentage
point

falls by1 percentage
point

rises by1 percentage
point

falls by1 percentage
point

Change in equity owing to fluctuations in the market
value of fixed-income securities recognised directly inequity at fair value

11,733-10,582

8,113-4,998Change in net profit/loss for the year owing tovariable interest items in the case of non-derivative
financial instruments and fluctuations in the market
value of derivative financial instruments

9,718-9,718

11,354-11,354

Market interest rate

214
Annual Report 2023

Consolidated notes – Other notes

Management of default risks
Default risks arise for the HELLA Group from its
operations and from financial investments and financial derivatives with positive fair values. Default
risks from trade receivables, contract assets orother financial assets pose the risk that the receivables will be collected significantly late or not at all
if a customer or another contracting party fails tosatisfy its contractual commitments.
The Company considers the probability of default
when initially recognising an asset as well as whether the credit risk has continually increased significantly in every reporting period. To determine
whether the credit risk has increased significantly,
the Company compares the default risk of the asset on the balance sheet date to the default risk at
the time of initial recognition. The Group makes
this assessment based on quantitative and qualitative information that is reasonable and appropriate,including past experience and/or forward-looking
information that can be obtained without excessive effort or expense. The default risk largely depends on the characteristics of the customers andtheir industry and is thus monitored by central andregional financial officers. The credit ratings andpayment practices of contracting partners are regularly analysed.
Regardless of the outcome of the above assessment, the Group presumes that the credit risk of afinancial asset has increased significantly since initial recognition when contractual payments are
more than 30 days past due unless the Group hasreasonable and appropriate information thatproves otherwise.
A financial asset is in default or credit impaired if
any of the following criteria have been met:Insolvency
or similar event indicating
significant financial difficulties and a probabledefault on the part of the counterparty
Probable debt waiver

Other
reasons for credit managers to assume
that it is more likely that the receivables are
not collectible.

In addition, all past-due trade receivables are tested for impairment during the year.
Financial assets are written off if there is no reasonable expectation of settlement. The residual valueof these written-off financial assets can still be recovered, possibly with the involvement of legal
counsel, if the customer enters insolvency. No residual value was recovered from the written-off
receivables in the past fiscal year, as was the casein the prior year. Any amounts collected are recognised in profit or loss.
The maximum default risk for the financial assets
corresponds to their carrying amount. Netting off
is not carried out due to the full or partial lack ofoffsetting criteria under IAS 32. Collateral is accepted in individual cases as described below, whichmeans that the actual default risk is smaller.
The HELLA Group's derivative transactions are typically concluded by HELLA GmbH & CO. KGaA andinternally passed on to HELLA subsidiaries. HELLAGmbH & Co. KGaA buys and sells all derivatives
involving external counterparties on the basis of
the German Master Agreement for Financial Derivatives Transactions (DRV). DRV versions used in thepast generally did not meet the requirements foroffsetting since the offsetting of outstanding
amounts would only have been legally enforceable
following future events, such as a contracting partner's insolvency. However, most current versionsof the DRV now contain offsetting options, whichmakes it likely that they will be instituted in existing
contract versions in future. If local regulations prohibit internal forwarding of derivatives, a HELLA
subsidiary can conduct transactions directly with abank under an individual contract, which will generally be based on the Master Agreement of theInternational Swaps and Derivatives Association(ISDA) with compensation possibilities. The following table shows the offsetting potential for derivatives taken out by HELLA GmbH & Co. KGaA thatare subject to the aforementioned agreements.

215
Annual Report 2023

Consolidated notes – Other notes

Potential for offsetting derivatives
31 December 2023

€ thousand

Gross

IAS 32.42

Net prior topotential for
offsetting

Assets – derivatives

28,585-28,585

6,900

21,685

Liabilities – derivatives-75,520--75,520

6,900-68,620

Potential for
offsetting

Net

Potential for
offsettingNet

31 December 2022

Gross

IAS 32.42

Net prior topotential for
offsetting

Assets – derivatives

32,284-32,284

11,976

20,308

Liabilities – derivatives-52,108--52,108

11,976-40,132€ thousand

The Group has the following types of financial assets that are subject to the expected credit loss
model:
Trade receivables
Debt capital instruments at FVOCI
Other financial assets at amortised cost
Receivables from finance leases

Trade receivables
The Group's credit risk results from trade receivables and is mainly influenced by the individual
characteristics of each customer. However, management also considers the factors that affect thecredit risk of the customers and the customer portfolios, including the default risk associated with theindustry and country where the customer is located. HELLA has established a process in which it individually assesses the creditworthiness of every
new customer before offering the Group's customary payment and delivery terms. In conducting thereview, the Group considers external ratings (ifavailable), financial statements, credit reports, industry information and, in some cases, bank references. Operational risk is mainly managed by continuously monitoring receivables. In addition, all
past-due trade receivables are tested for impairment during the year.
Specific default risks are addressed upon identification by recognising corresponding impairments.
In individual cases, HELLA Group companies also
demand collateral to secure receivables. This in-cludes warranties, performance guarantees andadvance payment guarantees. HELLA has drawn
up internal rules for accepting collateral. The only
acceptable collateral providers are banks and insurance firms with good credit ratings. Many shipments to customers are also subject to retention of
title clauses.
The Group applies the IFRS 9 simplified approach
to measuring expected credit losses, which uses a
lifetime expected loss allowance for all trade receivables. The expected credit losses for trade receivables, receivables from finance leases andcontract assets are measured using the credit losses expected over the entire term. Detailed information on receivables from finance leases can befound in Chapter 47 "Information on leases". Advance payments are usually used in the area ofcontract assets. There are no significant counterparty risks for the remaining portion.
The recoverability of all the receivables, which do
not include past-due or impaired financial assets,is considered very high. This assessment is primarily based on ratings issued by large rating agencies
and the fact that the HELLA Group maintains
long-standing business relationships with most of
its customers. The historical default rate of these
trade receivables is extremely low.
Trade receivables are essentially spread over key
accounts from the automotive and automotive
supply industry. To avoid concentration risks, analysing customers and customer portfolios is part of
portfolio management in the Group's strategicplanning.

216
Annual Report 2023

The current general economic conditions createdboth by the COVID-19 pandemic and the Ukraine
crisis do not change this estimation. As at 31 December 2023, there were no significant defaults on receivables attributable to the impact of the COVID-19
pandemic or the Ukraine crisis. It was not possible
to identify any increased credit risk for the major
customers in the Lighting and Electronics sector or
the majority of customers in the Lifecycle Solutions
segment, which means that no significant defaults
on receivables are currently expected.
An impairment analysis is carried out at each balance sheet date based on the age structure within
the overdue receivables. In this case, the receivables are impaired depending on the overdue portfolio. Portfolios older than 6 months are taken into

Consolidated notes – Other notes

account; impairment rates are applied as follows:
Overdue receivables in the portfolio (stage 2) older
than 6 months 25% (€340 thousand; prior year:€158 thousand), in the portfolio older than 9months 50% (€81 thousand; prior year: €0 thousand) and in the portfolio (stage 3) older than 12
months 100% (€615 thousand; prior year: €797
thousand). Individual transactions that have already been individually impaired are not includedin the calculation within the portfolios. The maximum credit risk on the balance sheet date is the
carrying amount (cf. Note 24).
Using this as a basis, the value adjustment for tradereceivables as of 31 December 2023 and 31 December 2022 (applying IFRS 9) was calculated asfollows:

Detailed overview of value adjustment for trade receivables
31 December 2023
Value adjustment€ thousand

Tradereceivables

Regions

Gross carrying
amountECLSpecific value
adjustments

Net
carrying amount

Germany

148,78094

475

148,211

Europe excluding Germany

202,976

209

1,428

201,338

North Central and SouthAmerica

163,892231

0

163,661

Asia / Pacific / RoW

416,591

502

6,233

409,856

932,238

1,037

8,136

923,065

Total

31 December 2022
Value adjustment€ thousand

Tradereceivables

Regions

Gross carrying
amountECLSpecific value
adjustments

Net
carrying amount

Germany

157,613198

95

157,320

Europe excluding Germany

160,629

147

1,240

159,242

North Central and SouthAmerica

260,784302

0260,482444,900

308

9,269

435,323

1,023,926

955

10,604

1,012,367

Asia / Pacific / RoW
Total

217
Annual Report 2023

Value adjustments for trade receivables carried atamortised cost as at 31 December 2023 are shown
below and reconciled with the value adjustmentsfor opening losses.

Consolidated notes – Other notes

The estimation techniques or main assumptions
used to estimate the value adjustment for thesefinancial assets did not change in the current reporting period.

Reconciliation of value adjustments fortrade receivables€ thousand

31 December 2023

31 December 2022

As at 1 June / 1 January

11,55912,187

Additions

1,415

1,729

Utilisation

142

-515

Reduction-3,408-1,539

Other

-534

-303

As at 31 December

9,173

11,559Apart from business growth, there were no material changes in the gross amounts of the trade receivables that affected the estimation of the value
adjustment. Compared to the prior year, the value
adjustments for financial assets decreased byaround €2 million due to various developments inthe area of utilisation/reduction.

Debt investments
The Group solely invests in listed debt instrumentsthat carry very little credit risk. The Group's debt
instruments at fair value through OCI consist exclusively of listed bonds that are categorised by rating
agencies in the top investment category (very goodand good) and are therefore considered to be lowrisk investments.
The Group measures the value adjustment for financial instruments in the OCI category using the
CDS values. The expected credit losses (ECLs) for
securities consider the exposure at default (EaD),
the probability of default in the next 12 months(12m PD) and the loss given default (LGD).

In the fiscal year 2023, the Group recognised a value adjustment of €40 thousand (prior year: €221
thousand) for expected credit losses for its debt
instruments measured at fair value through FVOCI.
There were reversals of impairment losses in theamount of €181 thousand.
The maximum exposure as at 31 December 2023 is
the carrying amount of these investments of€99,351 thousand (prior year: €154,791 thousand).
The estimation techniques or main assumptions
used to estimate the value adjustment for thesefinancial assets did not change in the current reporting period.

218
Annual Report 2023

Notes on the abbreviations used:
POCI: Purchased or originated credit-impaired
financial assets.

Consolidated notes – Other notes

The Group's credit risk exposure to debt capital
instruments at FVOCI can be summarised asfollows:

Summary of credit risk exposure for debt capital instruments measured at FVOCI

2023€ thousand
Gross carrying amounts
Value adjustments OCI

12-month ECL

LifetimeECL
without credit
impairment

Lifetime ECLwith credit
impairment

POCI

Total

99,35100099,351

-40

0

0

0

-40

Lifetime ECL
without credit Lifetime ECL with
impairment credit impairment

POCI

Total

2022

€ thousand
Gross carrying amounts
Value adjustments OCI

12-month ECL
154,791000

154,791

-221

0

0

0

-221

219
Annual Report 2023

Financial assets at fair value
through profit or loss
The Company is also exposed to credit risk in connection with financial assets measured at fair value
through profit or loss. The maximum exposure at
the end of the reporting period is the carrying
amount of these investments amounting to€74,313 thousand (prior year: €87,588 thousand).

Capital risk management
The HELLA Group manages its capital with the aimof ensuring that all Group companies can continue
their business activities. By optimising the debt-equity ratio as needed, capital costs are kept as low
as possible. These measures help to maximise
shareholder income.

Consolidated notes – Other notes

The capital structure consists of the current andnon-current liabilities in the statement of financial
position less the cash representing net borrowings
and the balance sheet equity. The Risk Management Committee assesses and reviews the Group's
capital structure on a regular basis. Risk-adjusted
capital costs are taken into account in this assessment.
The overall capital risk management strategy pursued in the current fiscal year has not changed
from the prior year.

Other financial assets
at amortised cost
The value adjustments for other receivables, mainly receivables from finance leases, as at 31 December 2023 are shown in the table below.

Reconciliation of value adjustments for other receivables€ thousand

2023

2022

As at 1 June / 1 January

209

259

Additions130

0

Utilisation

0

0Reduction

0

-50

339

209

As at 31 December

45 Contractual commitments

46 Contingent liabilities

There were contractual commitments to purchaseor use property, plant and equipment amounting
to €170,705 thousand as at the balance sheet date(prior year: €196,904 thousand). Contractual commitments for the acquisition of intangible assets
amounted to €3,099 thousand at the end of December 2023 (prior year: €1,560 thousand).

As at 31 December 2023, there were no contingent
liabilities within the HELLA Group, as was the casein the prior year.

220
Annual Report 2023

Consolidated notes – Other notes

47 Information on leases
The HELLA Group as lessee
The HELLA Group regularly operates as a lessee.
HELLA has entered into lease agreements for various assets and includes leases for buildings, vehicles and office equipment in the accounting accordingly. Leases are usually fixed for a particularperiod – generally 4 years for motor vehicles andbetween 5 and 15 years for buildings – but may
include extension options. Some leases for build-ings and office equipment include extension andtermination options for the Group as a whole.
These terms are utilised to maximise operational
flexibility. Most extension and termination options
can only be exercised by the Group, not by thelessor.
Leases are negotiated individually and cover a wide
range of different terms and contract conditions.
The HELLA Group is not subject to any obligations
or restrictions from leases.

Usufructuary rights to assets:

Land and buildings

Machinery

Operating and officeequipment

Total

As at: 1 June 2022

125,303

2,741

9,604

137,648

Additions

25,764738

4,366

30,868Depreciation / amortisation-18,837-768-3,226-22,831

Disposals-4,337-67-4,404

Reversal of impairment losses€ thousand

23,7880Changes in classification

-98

0

98

23,7880

Currency translation

112

9

-34

87

As at 31 Dec 2022

151,695

2,721

10,741

165,156

As at: 1 January 2023

151,695

2,721

10,741

165,156

Additions

12,512

27

8,586

21,125

Depreciation / amortisation-28,483-1,149-6,460-36,092

Disposals-1,973-2-138-2,113

38

-35

-3

0

-3,046-51-56-3,153130,744

1,510

12,669144,923

Changes in classification
Currency translation
As at: 31 December 2023

The right-of-use assets are measured at amortised
cost and so do not require additional notes on
remeasurement.

221
Annual Report 2023

Consolidated notes – Other notes

Lease liabilities:€ thousand

31 December 2023

31 December 2022

Up to 1 year

34,251

33,626

Between 1 and 5 years

89,53994,452More than 5 years

29,61042,223

Total

153,400

170,301€ thousand

2023

2022

Interest expenses for lease liabilities-6,049-2,480

Variable lease payments that are not included in the valuation of the lease liability-1,845-1,509

Expenses from current leases-9,455-5,256

Expenses from leases in which the underlying assets are low in value-4,097-1,386

Amounts recognised in profit or loss sheet

Interest expenses for lease liabilities are reported
within financing costs in the income statement andother comprehensive income.

The portfolio of short-term leases is identical to theportfolio "up to one year". There are no additional
lease liabilities.

Payments of €38,934 thousand (prior year: €22,279
thousand) are recognised in the cash flow statement.

There are no leases with residual value guarantees or pending leases that the Group has committed to.

The HELLA Group as lessor
In the Lifecycle Solutions segment, HELLA concludes finance lease agreements with workshops
for its portfolio of diagnostic testing equipment
and workshop equipment. These agreements generally have five-year terms. All lease agreements
are concluded in euros and relate exclusively tobusiness within the EU.

To reduce the risk associated with the transactions,
HELLA conducts a credit check for each potential
customer and, if needed, obtains bank guarantees
for the full term of the lease. There are no variable
lease payments that depend on an index or rate.
Income from finance leases totalled €3,290 thousand for the period (prior year: €1,606 thousand).

222
Annual Report 2023

Consolidated notes – Other notes

Distribution of minimum lease payments (not discounted):€ thousand

31 December 2023

31 December 2022

Up to 1 year

23,197

20,507

Between 1 and 2 years

19,087

15,632

Between 2 and 3 years

13,12010,034

Between 3 and 4 years

9,106

4,616

Between 4 and 5 years

4,458

800

0

0

Future interest income under finance leases-7,828-5,797

Total

61,13945,792€ thousand

31 December 2023

31 December 2022

Up to 1 year

19,76017,937

Between 1 and 5 years

41,37927,8550061,13945,792More than 5 years

Distribution of the present values of minimum lease payments:

More than 5 years
Total

An impairment analysis is carried out at each balance sheet date on the basis of credit history,
which is based on the current payment practices ofcustomers. Overdue lease receivables for which
dunning proceedings have been initiated are impaired by 50% (Stage 2). As soon as the lease agree-

48 Events after the balance
sheet date
On 9 January 2024, HELLA concluded an agreement
to transfer the People Sensing business to the
Swiss company Xovis. The transaction is expected
to be finalised within the next three to six months.

ment is cancelled by HELLA, the lease receivables
are impaired by 100% (Stage 3).
As at 31 December 2023, impairments for unrecoverable receivables from leases amounted to€374 thousand (prior year: €231 thousand).

223
Annual Report 2023

Consolidated notes – Other notes

49 Audit fees
The total fees for the services of the auditor Mazars
GmbH & Co. KG Audit firm (prior year: PricewaterhouseCoopers GmbH) for the fiscal year 2023
amounts to €1,560 thousand (prior year: €1,565
thousand), of which €408 thousand relates to prioryears, and includes the fees and expenses for theaudit of financial statements. An additional €504
thousand (prior year: €2 thousand), of which €0
thousand related to prior years, was recognised in
expenses for tax advisory services, and €0 thousand (prior year: €234 thousand), of which €0 thousand related to prior years, was recognised in expenses for other assurance services. Other services

accounted for €261 thousand (prior year: €9 thousand) relating to the prior year.
The auditing services relate to the audit of the annual and consolidated financial statements of theparent company. The other assurance services
mainly include the audit of the remuneration report, the non-financial report and other assurance
services in connection with the half-year financial
statements for the Faurecia Group. The tax advisory services almost exclusively pertain to the tax
implications of intragroup settlements.

Lippstadt, 29 February 2024
The General Partner of HELLA GmbH & Co. KGaAHELLA Geschäftsführungsgesellschaft mbH

Bernard Schäferbarthold(President and CEO of HELLA
Geschäftsführungsgesellschaft mbH)

Yves Andres(Director of HELLA
Geschäftsführungsgesellschaft mbH)

Stefan van Dalen(Director of HELLA
Geschäftsführungsgesellschaft mbH)

Jörg Weisgerber(Director of HELLA
Geschäftsführungsgesellschaft mbH)

224
Annual Report 2023

Consolidated notes – Scope of consolidation

Scope of consolidation
fiscal year 2023
Affiliated companies included in the consolidated financial statements:		

Investment
No.

CompanyCountry

City

in %

1

HELLA GmbH & Co. KGaA

Germany

Lippstadt

100.0

Germany

Wembach100.0

1

Slovakia

Bratislava

100.0

2

2
3

HELLA Innenleuchten-Systeme GmbH*HELLA Innenleuchten-Systeme Bratislava, s.r.o.

in

4

HELLA Fahrzeugkomponenten GmbH*Germany

Bremen

100.0

1

5

HFK Liegenschaftsgesellschaft mbH

Germany

Bremen

100.0

4

6

HELLA Aglaia Mobile Vision GmbH*Germany

Berlin

100.0

1

7

HELLA Distribution GmbH*Germany

Erwitte

100.0

1

8

RP Finanz GmbH*Germany

Lippstadt

100.0

1

9

Docter Optics SE*

Germany

Neustadt an der Orla

100.0

1

10

Docter Optics Inc.

USA

Gilbert, AZ

100.0

9

11

Docter Optics Components GmbHGermany

Neustadt an der Orla

100.0

9

12

Docter Optics s.r.o.

Czech Republic

Skalice u Ceské Lípy

100.0

9

13

Docter Optics Asia Ltd.

South Korea

Seoul

100.0

9

14

HELLA Saturnus Slovenija d.o.o.

Slovenia

Ljubljana

100.0

1

15

HELLA Werkzeug Technologiezentrum GmbH*Germany

Lippstadt

100.0

1

16

HELLA Corporate Center GmbH*Germany

Lippstadt

100.0

1

17

HELLA Gutmann Holding GmbH*Germany

Ihringen

100.0

1

18

HELLA Gutmann Solutions GmbH*Germany

Ihringen

100.0

17

19

HELLA Gutmann Anlagenvermietung GmbH*Germany

Breisach

100.0

17

20

HELLA Gutmann Solutions A/S

Denmark

Viborg

100.0

17

21

HELLA Gutmann Solutions AS

NorwayPorsgrunn

100.0

20

Germany

Berlin

100.0

17

22

TecMotive GmbH23

HELLA OOO

RussiaMoscow

100.0

1

24

HELLA Geschäftsführungsgesellschaft mbH*

Germany

Lippstadt

100.0

1

25

UAB HELLA Lithuania

Lithuania

Kaunas

100.0

1

26

HELLA Holding International GmbH*Germany

Lippstadt

100.0

1

27

HELLA Shanghai Electronics Co., Ltd.

China

Shanghai

100.0

26

28

HELLA Changchun Tooling Co., Ltd.

China

Changchun

100.0

26

29

HELLA Corporate Center (China) Co., Ltd.

China

Shanghai

100.0

26

30

Changchun HELLA Automotive Lighting Ltd.

China

Changchun

100.0

26

31

Beifang HELLA Automotive Lighting Ltd.

China

Beijing

100.0

26

32

HELLA Asia Pacific Pty Ltd

Australia

Mentone

100.0

26

33

HELLA Australia Pty Ltd

Australia

Mentone

100.0

32

34

HELLA-New Zealand Limited

New Zealand

Auckland

100.0

32

35

HELLA Asia Pacific Holdings Pty Ltd

Australia

Mentone

100.0

32

36

HELLA Korea Inc.

South Korea

Seoul

100.0

35

37

HELLA India Automotive Private Limited

India

Gurgaon

100.0

35

India

Delhi

100.0

37

Great Britain

Banbury

100.0

26

38
39

HELLA Emobionics Pvt Ltd.
HELLA UK Holdings Limited

225
Annual Report 2023

Consolidated notes – Scope of consolidation

Investment
No.
40

Company

City

in %

in

Great Britain

Banbury

100.0

39

41

HELLA Corporate Center USA, Inc.

USA

Plymouth, MI

100.0

26

42

HELLA Electronics Corporation

USA

Plymouth, MI

100.0

41

43

HELLA Automotive Sales, Inc.

USA

Peachtree City GA

100.0

41

HELLA Ventures, LLC

USA

Delaware

100.0

41

Spain

Madrid

100.0

26

44
45

HELLA Limited

CountryHELLA España Holdings S. L.

46

Manufacturas y Accesorios Electricos S.A.

Spain

Madrid

100.0

45

47

HELLA S.A.

Spain

Madrid100.0

45Austria

Vienna100.0

26Austria

Großpetersdorf

100.0

48

FranceLe Blanc Mesnil-Cedex

100.0

26

FranceToulouse

100.0

50

48
49
50
51

HELLA Handel Austria GmbHHELLA Fahrzeugteile Austria GmbHHELLA S.A.S.
HELLA Engineering France S.A.S.

52

HELLA Benelux B.V.

The Netherlands

Nieuwegein

100.0

26

53

HELLA S.p.A.

Italy

Caleppio di Settala

100.0

26

54

HELLA Autotechnik Nova s.r.o.

Czech RepublicMohelnice

100.0

26

55

HELLA Hungária Kft.

Hungary

Budapest

100.0

26

56

HELLA Polska Sp. z o.o.

PolandWarsaw

100.0

26

57

Intermobil Otomotiv Mümessillik Ve Ticaret A.S.

TurkeyIstanbul

56.0

26

58

HELLA Centro Corporativo Mexico S.A. de C.V.

MexicoTlalnepantla

100.0

26

HELLA Automotive Mexico S.A. de C.V.

MexicoTlalnepantla

100.0

58

HELLAmex S.A. de C.V.

59
60

MexicoNaucalpan

100.0

58

61

HELLA A/S

Denmark

Aabenraa

100.0

26

62

Hella India Lighting Ltd.

India

New Delhi

85.2

26

63

HELLA Asia Singapore Pte. Ltd.

Singapore

Singapore

100.0

26

China

Shanghai

100.0

63

Slovakia

Kocovce100.0

26

Slovakia

Bánovce nad
Bebravou

100.0

65

64
65
66

HELLA Trading (Shanghai) Co., Ltd.
HELLA Slovakia Holding s.r.o.
HELLA Slovakia Lighting s.r.o.

67

HELLA Romania s.r.l.

Romania

Ghiroda-Timisoara

100.0

26

68

HELLA do Brazil Automotive Ltda.

BrazilSão Paulo

100.0

26

69

HELLA Automotive South Africa (Pty) Ltd

South Africa

Uitenhage

100.0

26

HELLA Middle East FZE

United ArabEmirates

Dubai

100.0

26

United ArabEmirates

Dubai

49.0

70

70
71

HELLA Middle East LLC

72

HELLA China Holding Co., Ltd.

China

Shanghai

100.0

26

73

HELLA (Xiamen) Electronic Device Co., Ltd.

China

Xiamen

100.0

72

74

Jiaxing HELLA Lighting Co., Ltd.

China

Jiaxing

100.0

72

75

HELLA Vietnam Company Limited

VietnamHo Chi Minh City

100.0

26

* As in the prior year, the Company exercises the exemption pursuant to Section 264 (3) of the German Commercial Code (HGB).

226
Annual Report 2023

Consolidated notes – Scope of consolidation

Associates / joint ventures:		

Investment
No.

CompanyCountry

City

in %

76

Behr-Hella Thermocontrol GmbHGermany

Lippstadt

50.0

in
1

77

Behr-Hella Thermocontrol (Shanghai) Co., Ltd.

China

Shanghai

100.0

76

78

Behr-Hella Thermocontrol Inc.

USA

Wixom, MI

100.0

76

79

Behr-Hella Thermocontrol India Private Limited

India

Pune

100.0

76

80

Behr-Hella Thermocontrol Japan K.K.

Japan

Tokyo

100.0

76

81

Behr-Hella Thermocontrol EOOD

Bulgaria

Sofia

100.0

76

82

BHTC Mexico S.A. de C.V.

MexicoQueretaro

100.0

76

83

BHTC Finland OY

FinlandTampere

100.0

76

84

Beijing SamLip Automotive Lighting Ltd.

China

Beijing

24.5

35

85

Changchun Hella Faway Automotive Lighting Co., Ltd.

China

Changchun

49.0

27

86

Chengdu Hella Faway Automotive Lighting Co., Ltd.

China

Chengdu

100.0

85

87

 away Hainuo Automotive Technology
F(Changzhou) Co., Ltd.

China

Changzhou

61.0

85

88

Hella Faway Automotive Lighting (Tianjin) Co., Ltd

China

Tianjin

100.0

85

89

InnoSenT GmbHGermany

Donnersdorf

50.0

1

90

Beijing Hella BHAP Automotive Lighting Co., Ltd.

China

Beijing

50.0

72

91

Hella BHAP (Sanhe) Automotive Lighting Co., Ltd.

China

Sanhe

100.0

90

92

Hella BHAP (Tianjin) Automotive Lighting Co., Ltd.

China

Tianjin

100.0

90

China

Changzhou

100.0

92

93

Hella BHAP (Tianjin) Automotive Lighting Co., Ltd.,
Changzhou Branch

94

Hella BHAP Electronics (Jiangsu) Co., Ltd.

China

Zhenjiang

50.0

26

95

HELLA Evergrande Electronics (Shenzhen) Co.,Ltd.

China

Shenzhen

49.0

26

96

HELLA MINTH Jiaxing Automotive Parts Co., Ltd.

China

Jiaxing

50.0

26

97

HELLA Evergrande Electronics (Yangzhou) Co.,Ltd.

China

Yangzhou

100.0

95

227
Annual Report 2023

The companies listed below were not consolidated
as they are of minor significance for the Group's
financial position, financial status and results ofoperations. For this reason, the other disclosures

Consolidated notes – Scope of consolidation

under Section 313 (2) (4) HGB could also be omitted. The Group's investments in these companies
were recognised at fair value.

Companies not included in the consolidated financial statements:
Investment
No.

CompanyCountry

City

in %

in

98

Electra Hella's S.A.

GreeceAthens

73.0

26

99

HELLA Japan Inc.

Japan

Tokyo

100.0

26

100

CMD Industries Pty Ltd.

Australia

Mentone

100.0

35

101

Hella Mexico Tooling, S.A. de C.V.

MexicoEl Salto, Jalisco

100.0

58

102

Hella-Stanley Holding Pty Ltd.

Australia

Mentone

50.0

1

103

FWB Kunststofftechnik GmbHGermany

Pirmasens

100.0

1

104

H+S Verwaltungs GmbH i.L.

Germany

Pirmasens

50.0

1

105

INTEDIS GmbH & Co. KG i.L.

Germany

Würzburg

50.0

1

106

INTEDIS Verwaltungs-GmbH i.L.

Germany

Würzburg

50.0

1

107

The Drivery GmbHGermany

Berlin

100.0

6

108

HELLA Fast Forward Shanghai Co., Ltd.

China

Shanghai

100.0

72

109

avitea GmbHGermany

Lippstadt

100.0

1

110

avitea Industrieservice GmbHGermany

Lippstadt

100.0

109

111

hvs Verpflegungssysteme GmbHGermany

Lippstadt

100.0

1

112

The Drivery Holding GmbHGermany

Berlin

100.0

6

113

The Drivery Shanghai

China

Shanghai

100.0

112

114

Ahead Automotive GmbHGermany

Berlin

25.0

1

115

Hella Colombia Autopartes S.A.S

Colombia

Bogota

100.0

47

116

FH Services S.A.S

FranceNanterre

25.0

1

117

Hella Pagid GmbHGermany

Essen

100.0

1

Since no significant influence is exercised over thefollowing companies, they were treated as investments.

Investments:
Investment
No.

CompanyCountry

City

in %

in

118

PARTSLIFE GmbHGermany

Neu-Isenburg

9.7

1

119

TecAlliance GmbHGermany

Ismaning

7.0

1

120

EMC Test NRW GmbH electromagnetic compatibility

Germany

Dortmund

11.6

1

121

KFE Kompetenzzentrum Fahrzeug Elektronik GmbHGermany

Lippstadt

12.0

1

122

Brighter AI Technologies GmbHGermany

Berlin

10.8

1

123

Gapwaves AB (publ)

SwedenGothenburg

10.0

26

228
Annual Report 2023 Independent auditors' certificate

Certificate
of independent
auditor
To H­ ELLA GmbH & Co. KGaA, Lippstadt

Report on the audit of
the consolidated financial
statements and of theGroup management report
Audit opinions
We have audited the consolidated financial statements of ­HELLA GmbH & Co. KGaA, Lippstadt, andits subsidiaries (the Group), which comprise theconsolidated balance sheet as at 31 December
2023, the income statement, the consolidated
statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the fiscal year
from 1 January to 31 December 2023, and theconsolidated notes, including a summary of significant accounting policies. We have also audited
the Group management report of H
­ ELLA GmbH &Co. KGaA, which is combined with the management report of the Company, for the fiscal year
from 1 January to 31 December 2023. In accordance with German legal requirements, we havenot audited the content of those parts of thegroup management report listed in the "Other information" section of our auditor's certificate.
In our opinion, on the basis of the findings obtained in the audit,t he accompanying consolidated financial
statements comply, in all material respects,
with the IFRSs as adopted by the EU, andthe additional requirements of Germancommercial law pursuant to Section 315e (1)HGB and give a true and fair view of thefinancial position of the Group as at

31 December 2023, and of the results of its
operations for the fiscal year from 1 January
to 31 December 2023, andt he accompanying Group management
report as a whole provides an appropriate
view of the Group's position. In all material
respects, this Group management report
is consistent with the consolidated financial
statements, complies with German legal
requirements and appropriately presents
the opportunities and risks of future development. Our audit opinion on the Group management report does not cover the content of
those parts of the group management reportlisted in the "Other information" section.
Pursuant to Section 322 (3) sentence 1 HGB, wedeclare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the Groupmanagement report.

Basis for the audit opinions
We conducted our audit of the consolidated financial statements and of the Group management
report in accordance with Section 317 HGB andthe EU Audit Regulation (No. 537/2014, referred tosubsequently as the "EU Audit Regulation") and incompliance with German Generally AcceptedStandards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany, IDW). Our
responsibilities under those requirements andprinciples are further described in the "Auditor‘s
responsibilities for the audit of the consolidated
financial statements and of the Group management report" section of our auditors' certificate.

229
Annual Report 2023 Independent auditors' certificate

We are independent of the group entities in- withthe requirements of European law and Germancommercial and professional law, and we havefulfilled our other German professional responsibilities in accordance with these requirements.
In-, pursuant to Article 10 (2) (f) of the EU Audit
Regulation, we declare that we have not provided
non-audit services prohibited under Article 5 (1) of
the EU Audit Regulation. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on
the consolidated financial statements and thegroup management report.

Key audit matters in the auditof the consolidated financial
statements
Key audit matters are those matters that, in our
professional judgement, were of most significancein our audit of the consolidated financial statements for the fiscal year from 1 January to 31 December 2023. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our
audit opinion thereon; we do not provide a separate audit opinion on these matters.
In the next session, we present the key audit matters from our point of view:

Sales revenue
Related information in the consolidated
financial statements and Group management
report
The Company's disclosures on the sales are contained in sections "07 Basis of preparation andaccounting" and "10 Sales" of the consolidated
notes.
Facts and risk for the audit
Sales of goods totalling €7,493.5 million is reported in the consolidated financial statements. The­­HELLA Group generates sales revenue primarily
from the sale of goods to automotive manufacturers or other tier-1 suppliers. In particular, theGroup sells customer-specific speed components
and systems in the areas of lighting technology
and electronics for the automotive industry, as
well as standardised goods like automotive parts
and accessories for vehicles and original equipment for special-purpose vehicles.
In accordance with IFRS 15, the H­ ELLA Group
recognises sales from customer-specific series
production over time and sales from the sale ofstandardised goods at a point in time. The ­HELLAGroup uses the output-oriented method, which
is based on the goods delivered, to measure thestage of completion for the recognition of sales
over time. The production and delivery of similar
goods from series production takes place almost"just in time", which is why the output-oriented
method is used for revenue recognition. Revenue
recognition at a point in time from the sale ofstandardised goods is based on the transfer ofcontrol of the goods to the customer. This is thecase when the delivery is made.
Revenue from the sales of goods also includes
price increases (so-called commercial claims),
which were negotiated as compensation for general cost and price increases and are passed on tocustomers via unit price adjustments or one-off
payments.
The consolidated financial statements also recognise sales revenue from the provision of services in the amount of €460.7 million for the fiscal
year 2023. ­HELLA generates these revenues primarily from the development of vehicle-specificsolutions in the Electronics and Lighting segments. The revenue recognition at the point intime when the power of disposition over the finished development service is transferred to thecustomer. As customers generally only makepayments after the development work has been
completed in the form of a one-off payment or anagreed surcharge on the product price, this results in contract assets.
Overall, sales represent a significant item in termsof amount, the correct recognition and accrual ofwhich must be categorised as complex under theGroup-wide application of the IFRS 15 accounting
standard. The delimitation of the performanceobligations and the determination of the time offulfilment of the performance obligations are
based on estimates and assumptions by the legal
representatives. Revenue recognition was therefore of particular significance for our audit.
Audit approach and findings
As part of our audit, we first analysed the processes set up by the Company to record revenue aswell as the related IT systems and control systems.
Building on our understanding, we conducted an
IT system audit with the involvement of internal
specialists to test the structure and effectivenessof the control system established by the Group in
the sales area. The IT systems and interfaces relevant to revenue recognition were tested and themapping and processing of the business processes were analysed. The focus of our system audit

230
Annual Report 2023 Independent auditors' certificate

was on the testing of general IT controls, specific
IT application controls and manual controls.
We also obtained an understanding of the Company's accounting policies in relation to the various contractual arrangements. As part of thisaudit, we have, in particular, examined and assessed the identification of performance obligations and the timing of revenue recognition inaccordance with IFRS 15. Based on this, we carriedout individual case reviews. We reviewed customer contracts and other supporting documentation on a test basis to ensure the completenessand accuracy of revenue from the sales of goods
and the rendering of services.
The risk of error arising from manual bookings
was mainly addressed by means of substantive
audit procedures. One focus of this audit was the
manual bookings in connection with the price increases ("commercial claims") that ­HELLA has
negotiated with its customers as compensation
for general cost and price increases. We first obtained an understanding of the accounting practices and the process established by the Company
to document the compensation payments. Basedon our understanding, we assessed the contractual or quasi-contractual claims and the related
judgements of the executive directors with regard
to the requirements of IFRS 15 on a test basis.
We were able to satisfy ourselves that sales revenue was recognised in accordance with the International Financial Reporting Standards.

Recoverability of capitalised
development expenses
Related information in the consolidated
financial statements and Group management
report
The Company's disclosures on capitalised development expenses and their impairment test arecontained in sections "07 Basis of preparation andaccounting", "08 Management judgements andestimates" and "30 Intangible assets" in the notes
to the consolidated notes.
Facts and risk for the audit
Intangible assets amounting to €544.9 million arereported in the consolidated financial statements
as at 31 December 2023. Of this amount, €500.8
million is attributable to capitalised development
expenses. The Group recognises costs related todevelopment projects that are subject to IAS 38 as
intangible assets if it is likely, given their economic
and technical viability, that the project will be suc-cessful and the costs can be reliably determined.
Otherwise, the development costs and researchexpenses are recognised in profit or loss. Capitalised development expenses are amortised on astraight-line basis over their expected useful life
starting with the date on which the product goes
into commercial production.
­ ELLA reviews the recoverability of capitalisedHdevelopment expenses on a quarterly basis aspart of a control mechanism and also on an ad hoc
basis if there are indications of possible impairment (triggering event). Impairment is assessed atcontract level by comparing the carrying amountwith the recoverable amount. The recoverable
amount is generally determined using the value in
use. In addition, the recoverability of capitalised
development expenses is tested indirectly by determining the provisions for onerous contracts.
­HELLA recognises provisions for impending losses from delivery and sales obligations if the unavoidable costs of fulfilling a contractual obligation
are higher than the expected economic benefit
from the contract. For all onerous contracts, theGroup reviews whether the capitalised development expenses attributable to the contract must
be written off before a provision for onerous contracts is recognised.
The result of the impairment tests is highly dependent on the estimates of the legal representatives with regard to future cash inflows, thediscount rates used, the growth rates and otherassumptions and is therefore generally subject toconsiderable uncertainty. In addition, the contractual relationships on which the orders are
based also offer scope for discretion with regard
to the accounting assessment. This is exercised by
the Company to the effect that the production
costs of unfinished development services forwhich not all contractual aspects have been documented in writing or finally negotiated, but for
which realisation is sufficiently certain due tocommercial practice in the automotive industry
and the processes practised with the respective
customer, are also capitalised. Against this background and due to the complex nature of the valuation, this matter was of particular significancein the context of our audit.
Audit approach and findings
As part of our audit, we first examined the valuation model for testing the recoverability of capitalised development expenses, verified thecalculations methodically and mathematically andassessed compliance with the requirements of IAS
36. With the involvement of internal specialists,

231
Annual Report 2023 Independent auditors' certificate

we assessed the plausibility of the key assumptions underlying the valuation, such as the discount rates. Assumptions about future cash flows
included in the valuation models were also assessed by obtaining supporting evidence andthrough interviews. In addition, with the involvement of internal IT specialists, we carried out astructural audit of the main business process anda functional test of the specific IT application controls and tested manual controls.
The calculation of provisions for impending losses
from delivery and sales obligations also includes
an assessment of the recoverability of capitalised
development expenses. \We have therefore also
addressed the risk of error with regard to the reliability of the data basis and planning data used in
the calculation of provisions. In particular, we performed substantive audit procedures. For example, we obtained supply and service agreements
on a sample basis and analysed the scope of obligations (delivery volumes) as well as the assumptions regarding cost development and the passing
on of cost increases to customers. In addition, we
verified the calculation scheme for the provisions
for impending losses from delivery and sales obligations based on the incoming valuation parameters and scrutinised the planned timing ofutilisation. We were able to satisfy ourselves thatthe estimates and assumptions made by the executive directors for the recognition and measurement of the provisions for onerous delivery andsales obligations, including the priority writedown of capitalised development expenses, aresufficiently substantiated.
Overall, the valuation parameters and assumptions used by the legal representatives are within the ranges considered by us to be reasonable.
Overall, the impairment assessment of capitalised development expenses is in line with our
expectations.

Other information
The legal representatives and the Supervisory
Board are responsible for the other information.
The other information comprises the following
non-audited components of the Group management report:t he declaration on corporate governance inaccordance with Sections 289f and 315d HGB,t he separate non-financial report in accordance with Section 289b (3) and Section 315b(3) HGB, to which reference is made in theGroup management report,t he remuneration report pursuant to Section
162 AktG, to which reference is made in theGroup management report, andt he information in the sections "Opportunity
and risk report" relating to the management
board's statement on the internal control andrisk management system, "Group fundamentals" relating to information on the sustainability strategy, cost synergies resulting fromthe collaboration with FORVIA and technologies in the area of research and development,
which is not part of the management reportand has been labelled as unaudited.
The other information also includes:t he assurances pursuant to Section 297 (2)sentence 4 and Section 315 (1) sentence 5
HGB on the consolidated financial statements
and Group management report,
the report of the Supervisory Board andt he remaining parts of the annual report – excluding cross-references to external information – with the exception of the audited
consolidated financial statements, the audited Group management report and our auditors' certificate.
The legal representatives and the Supervisory
Board are jointly responsible for the remuneration report. The Supervisory Board is responsible
for the report of the Supervisory Board. Otherwise, the legal representatives are responsible forthe other information.
Our audit opinions on the consolidated financial
statements and on the Group management report
do not cover the other information, and consequently we do not express an audit opinion or any
other form of audit conclusion thereon.
In connection with our audit, we have a responsibility to read the other information and, in doing
so, to assess whether the other information:is materially inconsistent with the consolidated financial statements, the group management report or our knowledge obtained in
the audit, orotherwise appears to be materially misstated.

232
Annual Report 2023 Independent auditors' certificate

Responsibility of the legal
representatives and the Supervisory
Board for the consolidated
financial statements and the Groupmanagement report
The legal representatives are responsible for the
preparation of the consolidated financial statements that comply, in all material respects, with
the IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB, and for ensuringthat the consolidated financial statements, incompliance with these requirements, give a trueand fair view of the financial position, financial
status and results of operations of the Group.
Furthermore, the legal representatives are responsible for such internal controls as they deem
necessary to enable the preparation of consolidated financial statements that are free frommaterial misstatement, whether due to fraud (i.e.
manipulation of accounting records and impairment of assets) or error.
In preparing the consolidated financial statements, the legal representatives are responsible
for assessing the Group's ability to continue withbusiness activities. They also have the responsibility for disclosing, as applicable, matters related tothe continuation of business activities. In addition,
they are responsible for accounting based on thegoing concern principle unless there is an intention to liquidate the Group or to cease operations,or there is no realistic alternative to doing so.
Furthermore, the legal representatives are responsible for the preparation of the Group management report that, as a whole, provides anappropriate view of the Group's position and is, inall material respects, consistent with the consolidated financial statements, complies with German
legal requirements and appropriately presents
the opportunities and risks of future development. In addition, the legal representatives are
responsible for such arrangements and measures(systems) as they have considered necessary toenable the preparation of a Group management
report that is in accordance with the applicableGerman legal requirements and to be able to provide sufficient appropriate evidence for the assertions in the Group management report.
The Supervisory Board is responsible for overseeing the Group's accounting process for the preparation of the consolidated financial statements
and the Group management report.

Auditor's responsibilityfor
the audit of the consolidated
financial statements andthe Group management report
Our objective is to obtain reasonable assurance
about whether the consolidated financial statements as a whole are free from material misstatements, whether due to fraud or error, andwhether the Group management report as awhole provides an appropriate view of theGroup's position and, in all material respects, isconsistent with the consolidated financial statements and the audit findings, complies with German legal requirements and appropriately
presents the opportunities and risks of future
development, as well as to issue an auditors' certificate that includes our audit opinions on the
consolidated financial statements and the Groupmanagement report.
Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted inaccordance with Section 317 HGB and the EU Audit
Regulation, and in compliance with the German
Generally Accepted Standards for Financial Statement Audits promulgated by the IDW will always
detect a material misstatement. Misstatements
can arise from fraud or error and are consideredmaterial if, individually or collectively, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements and this Groupmanagement report.
We exercise professional judgement and maintain professional scepticism throughout the audit. We also:I dentify and assess the risks of material misstatement of the consolidated financial statements and of the group management report,
whether due to fraud or error, design andperform audit procedures responsive tothose risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis
for our opinions. The risk that material misstatements resulting from fraudulent actions
will not be detected is higher than the riskthat material misstatements resulting fromerrors will not be detected, as fraudulent actions may involve collusion, forgery, intentional omissions, misrepresentations or theoverride of internal controls.
 btain an understanding of the internal cono
trol system relevant to the audit of the consolidated financial statements and of the233
Annual Report 2023 Independent auditors' certificatearrangements and measures (systems) relevant to the audit of the Group management
report in order to design audit proceduresthat are appropriate in the circumstances, but
not for the purpose of expressing an audit
opinion on the effectiveness of these systems.
 valuate the appropriateness of accountingepolicies used by the legal representatives andthe acceptability of estimates and related disclosures made by the legal representatives.
c onclude on the appropriateness of the legal
representatives' use of the continuation ofbusiness activities 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 Group's ability to continue
its business activities. If we conclude that amaterial uncertainty exists, we are required
to draw attention in the auditors' certificate
to the related disclosures in the consolidated
financial statements and in the Group management report or, if such disclosures are inadequate, to modify our respective audit
opinions. Our conclusions are based on theaudit evidence obtained up to the date of ourauditors' certificate. However, future events
or conditions may cause the Group to cease
to be able to continue its business activities.
 valuate the overall presentation, structureeand content of the consolidated financial
statements, including the disclosures, andwhether the consolidated financial statements present the underlying transactions
and events in a manner that the consolidated
financial statements give a true and fair viewof the financial position, financial status andresults of operations of the Group in compliance with IFRSs as adopted by the EU and the
additional requirements of German commercial law pursuant to Section 315e (1) HGB.
 btain sufficient appropriate audit evidenceoregarding the financial information of thecompanies or business activities within theGroup to express audit opinions on the consolidated financial statements and on theGroup management report. We are responsible for the direction, supervision and implementation of the audit of the Group financial
statements. We bear sole responsibility forour audit opinions.

 valuate the consistency of the Group maneagement report with the consolidated financial statements, its conformity with German
law and the view of the Group's position it
provides.
 erform audit procedures on the prospectivepinformation presented by the legal representatives in the Group management report. On
the basis of sufficient appropriate audit evidence, we reproduce, in particular, the significant assumptions used by the legal
representatives as a basis for the prospective
information, and evaluate the proper derivation of the prospective information fromthese assumptions. We do not express a separate audit opinion on the prospective information and on the underlying assumptions
used. There is a significant unavoidable riskthat future events will differ materially fromthe prospective information.
We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant deficiencies in the internal control system that we
identify during our audit.
We also provide those charged with governancewith a statement that we have complied with therelevant independence requirements, and communicate with them all relationships and othermatters that may reasonably be thought to havean effect on our independence and, where applicable, the actions taken or safeguards applied toaddress any threats to our independence.
From the matters communicated with thosecharged with governance, we determine thosematters that were of most significance in the audit of the consolidated financial statements forthe current reporting period and are therefore
the key audit matters. We describe these mattersin our auditors' certificate unless legislation orother legal regulations preclude public disclosure
about the matter.

234
Annual Report 2023 Independent auditors' certificate

Other legal and regulatory
requirements
Report on the audit in accordancewith Section 317 (3a) HGB on theelectronic reproduction of the consolidated financial statements and theGroup management report preparedfor publication purposes
Audit opinion
We have conducted an audit in accordance with
Section 317 (3a) HGB to obtain reasonable assurance about whether the information contained in
the file "­HELLA KA_ESEF-2023-12-31.zip“ (MD5hash value: ea6ecf91c0d2cdac3f763598010b616b)
and the reproduction of the consolidated financial statements and the Group management report (hereinafter also referred to as "ESEF
documents") prepared for publication purposes
complies in all material respects with the requirements of Section 328 (1) HGB for the electronic
reporting format ("ESEF format"). In accordancewith German legal requirements, this audit only
extends to the conversion of the information contained in the consolidated financial statements
and the Group management report into the ESEF
format and therefore relates neither to the information contained in this reproduction nor to any
other information contained in the aforementioned electronic file.
In our opinion, the reproduction of the consolidated financial statements and the Group management report contained in the aforementioned
electronic file and prepared for publication purposes complies in all material respects with therequirements of Section 328 (1) HGB on the electronic reporting format. We do not express any
audit opinion on the information contained in thisreproduction nor on any other information contained in the aforementioned file beyond our audit opinion on the accompanying consolidated
financial statements and the accompanying
Group management report for the fiscal year
from 1 January 2023 to 31 December 2023 contained in the "Report on the audit of the consolidated financial statements and of the Groupmanagement report" above.
Basis for the audit opinion
We conducted our audit on the reproduction of
the consolidated financial statements and theGroup management report contained in the
aforementioned electronic file in accordance with
Section 317 (3a) HGB and IDW Auditing Standard:

Audit in Accordance with Section 317 (3a) HGB on
the Electronic Reproduction of Financial Statements and Management Reports Prepared for
Publication Purposes (IDW AuS 410 (06.2022)) andthe International Standard on Assurance Engagements 3000 (revised). Our responsibilities underthese standards are further described in the "Responsibilities of the auditors of the consolidated
financial statements for the audit work on the
ESEF documents" section. Our auditing practicehas applied the quality management system requirements of the International Standard on Quality Management (ISQM 1).
Responsibilities of the legal
representatives and the Supervisory Boardfor the ESEF documents
The legal representatives of the Company are responsible for the preparation of the ESEF documents including the electronic reproduction of theconsolidated financial statements and the Groupmanagement report in accordance with Section
328 (1) sentence 4 no. 1 HGB and for the markupof the consolidated financial statements in accordance with Section 328 (1) sentence 4 no. 2 HGB.
In addition, the legal representatives of the Company are responsible for such internal controls as
they have considered necessary to enable thepreparation of ESEF documents that are free frommaterial non-compliance with the requirementsof Section 328 (1) HGB for the electronic reporting
format, whether intentional or unintentional.
The Supervisory Board is responsible for overseeing the preparation process of the ESEF documents as part of the accounting process.
Responsibilities of the auditors of
the consolidated financial statements forthe audit work on the ESEF documents
Our objective is to obtain reasonable assurance
about whether the ESEF documents are free frommaterial non-compliance with the requirementsof Section 328 (1) HGB, whether intentional or unintentional. We exercise professional judgement
and maintain professional scepticism throughout
the audit. We also:identify and assess the risks of material
non-compliance with the requirements ofSection 328 (1) HGB, whether intentional orunintentional, design and perform audit procedures reacting to these risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our audit opinion.

235
Annual Report 2023 Independent auditors' certificate

 btain an understanding of the internalocontrols relevant to the audit on the ESEF
documents in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an audit opinion on the effectiveness of these controls.
 valuate the technical validity of the ESEF
edocuments; i.e. whether the electronic filecontaining the ESEF documents meetsthe requirements of Delegated Regulation(EU) 2019/815, in the version valid as at
the balance sheet date, on the technicalspecification for this file.
 ssess whether the ESEF documents enableaan XHTML reproduction with content equivalent to the audited consolidated financial
statements and to the audited Group management report.
 valuate whether the markup of ESEF docue
ments with Inline XBRL technology (iXBRL) in
accordance with Articles 4 and 6 of DelegatedRegulation (EU) 2019/815, in the version
applicable as at the reporting date, enables
an appropriate and complete machine-readable XBRL copy of the XHTML reproduction.

Other information pursuant to
Article 10 of the EU Audit Regulation
We were selected as auditors of the consolidated
financial statements by the Annual General Meeting on 28 April 2023 and engaged by the Supervisory Board on 7 November 2023. We have served
as auditors of the consolidated financial statements of ­HELLA GmbH & Co. KGaA Germany since
the fiscal year 2023.
We declare that the audit opinions expressed inthis auditors' certificate are consistent with theadditional report to the audit committee pursuant
to Article 11 of the EU Audit Regulation (long-form
audit report).

Other matters – utilisationof the audit opinion
Our auditors' certificate should always be read in
conjunction with the audited consolidated financial statements and the audited Group management report as well as the audited ESEF
documents. The consolidated financial statements and the Group management report converted to ESEF format – including the versions to
be entered in the company register – are merely
electronic reproductions of the audited consolidated financial statements and the auditedGroup management report and do not replacethem. In particular, the ESEF report and our audit
opinion contained therein can only be used inconjunction with the audited ESEF documents
provided in electronic form.

Senior German Public Auditor
The auditor responsible for the audit is
Dr. Julia Füssel.
Frankfurt am Main, 13 March 2024
Mazars GmbH & Co. KG
Audit firmTax consultancy firm
Dr. Marcus Borchert
German Public 		
Auditor			Dr. Julia Füssel
German Public
Auditor236
Annual report 2023 Responsibility statement

Responsibility
statementon the consolidated financial statements, annual
financial statements, Group management reportand management report of H
­ ELLA GmbH & Co.
KGaA dated 31 December 2023

To the best of our knowledge, the consolidated financial statements and annual financial statements give a true and fair view of the financial
position, financial status and results of operationsof the Group and the Company in accordance withapplicable accounting principles, and the Groupmanagement report and management report in-clude a fair review of the development and performance of the business and the position of both theGroup and the Company, together with a description of the principal opportunities and risks associated with the expected development of the Group.
Lippstadt, 29 February 2024

Bernard Schäferbarthold(CEO of H­ ELLA Geschäftsführungsgesellschaft mbH)

Yves Andres(Managing Director of H
­ ELLA
Geschäftsführungsgesellschaft mbH)

Stefan van Dalen(Managing Director of H
­ ELLA
Geschäftsführungsgesellschaft mbH)

Jörg Weisgerber(Managing Director of H
­ ELLA
Geschäftsführungsgesellschaft mbH)

237
Annual report 2023 Overview of corporate bodies

Corporate bodies
of ­HELLA GmbH &Co. KGaASupervisory Board
Andreas Renschler
Since 30 September 2022,
Chair of the Supervisory Board,
independent management consultant,former member of the Board ofManagement of Volkswagen AG
Britta Peter
Since 27 September 2019,
Deputy Chair of the Supervisory Board,First Authorised Representative and Treasurerof the German Metalworkers' Union (IG Metall)
Hamm-Lippstadt
Tatjana Bengsch
Since 9 February 2022,
Head of Legal, North Europe, FORVIA (Faurecia)
Judith Buss
Since 30 September 2022,
Independent business consultant
Paul Hellmann
Since 27 September 2019,
Member of technical staff, works council member
Gabriele Herzog
Since 9 February 2022,
Managing Director of Faurecia
Automotive GmbH, Forvia Germany GmbH
Susanna Hülsbömer
Since 14 October 2009,
Member of commercial staff,
works council member

Rupertus Kneiser
Since 9 February 2022,
Independent business consultant
Oliver Lax
Since 23 July 2022,
Technical employee, works council member
Andreas Marti
Since 9 February 2022,
Managing Director / Labour Director of Faurecia
Automotive GmbHThorsten Muschal
Since 9 February 2022,
Executive Vice President Sales & Program
Management, FORVIA (Faurecia)
Christian van Remmen
Since 23 July 2022,
Counsel of the German Metalworkers' Union(IG Metall) North Rhine-Westphalia
Christoph Rudiger
Since 1 October 2018,
Member of commercial staff,
works council member
Dr. Michaela Schäfer
01 July 2022 until 31 January 2023,
Senior executive

238
Annual report 2023 Overview of corporate bodies

Franz-Josef Schütte
Since 27 September 2019,
Member of technical staff,
works council member
Kirsten Schütz
Since 9 February 2022,
Vice President Head of Human Resources
Germany, Siemens Energy, Self-employed lawyer
Anke Sommermeyer
Since 11 July 2023,
Senior executive

Shareholder Committee
Dr. Wolfgang Ziebart
Since 30 September 2022,
Chairman of the Shareholder Committee, Independent business consultant, among othes,
formerly CEO of Infineon Technologies AG
Patrick Koller
Since 4 February 2022,
Deputy Chairman of the Shareholders
Committee, Chief Executive Officer,
FORVIA (Faurecia)
Judith Buss
Since 30 September 2022,
Independent business consultant
Nolwenn Delaunay
Since 4 February 2022 to 10 November 2023,
Executive Vice President, Group GeneralCounsel, FORVIA (Faurecia)
Olivier DurandSince 14 July 2022,
Executive Vice President, Chief Financial Officer,
FORVIA (Faurecia)

Jill Greene
Since 5 February 2024,
Executive Vice President, Group General Counsel& Corporate Secretary, FORVIA (Faurecia)

Andreas Renschler
Since 30 September 2022,
Independent business consultant, former CFO of
Volkswagen AG
Christophe Schmitt
Since 4 February 2022,
Executive Vice President, Business Group
Seating, FORVIA (Faurecia)
Jean-Pierre Sounillac
Since 4 February 2022,
Executive Vice President,
Human Resources, FORVIA (Faurecia)

239
Annual report 2023 Overview of corporate bodies

Management Board­ ELLA GeschäftsführungsH
gesellschaft mbh
General Partner
Bernard Schäferbarthold
Since 1 November 2016,
CEO, Sustainability, Quality, Legal andCompliance (since 1 January 2024)
Finance, Controlling, Information Technology andProcess Management (until 29 February 2024)
Human Resources (until 29 February 2024)

Stefanie Rheker
Since 1 March 2024,
Human Resources

Michel Favre
Since 1 July 2022 until 31 December 2023,
CEO, Sustainability, Quality, Legal andCompliance

Philippe Vienney
Since 1 March 2024
Finance, Controlling, Risk Management
and Internal Control System

Yves Andres
Since 15 April 2022,
Business Group Lighting

Jörg Weisgerber
Since 1 April 2023,
Business Group Electronics

Dr. Lea Corzilius
1 October 2020 until 30 April 2023,
Human Resources, Business Group Lifecycle
SolutionsStefan van Dalen
Since 1 April 2023,
Business Group Lifecycle Solutions

Björn Twiehaus
1 April 2020 until 31 March 2023,
Business Group Electronics

240
Annual report 2023 Glossary

Glossary

Actuator technology
Usually electric motors or electromagnetic
valves that convert signals from a control unit
into an action
AFLAC (American FamilyLife Assurance Company)
US insurance company specialised in health andlife insurance
AfS (available-for-sale)
Available-for-sale financial assets
Asia/Pacific/RoWCountries of Asia as well as Australia and
New Zealand; "Rest of world"is the term
used to cover all other countries outside ofthose regions mentionedspecifically
Associates
Associates are companies over which the Group
exercises significant influence but nocontrolAt equity
Inclusion in the consolidated financial
statements using the equity method withproportional equity
Capital expenditures
Payments for the acquisition of property,
plant and, the and intangible assets lesscash receipts from the sale of property, plantand equipment and intangible assets as well as
payments received for series production

Cash-generating unit (CGU)
A cash-generating unit is the smallest identifiablegroup of assets that generates cash inflows thatare further independentof the cash inflows of other assets
or other groups of assets
CCBS (Cross Currency Basis Spread)
Unit to measure how well a currency is
performing; results in additional hedging costs
that have an impact on both currencies
CDS (Credit Default Swap)
Credit default swap is a credit derivativein which the risk of defaults from credits,
bonds or borrowers is negotiated(credit default insurance)
Compliance
Adherence to statutory and internal Company
regulations
Currency and portfolio-adjusted
Group sales growth
Development of Group-wide sales compared tothe prior year, assuming constant exchange rates
and excluding the effects of portfolio changes
DBO (Defined Benefit Obligation)
Value of obligations arising from the Company
pension scheme

241
Annual report 2023 Glossary

EaD (Exposure at Default)
Exposure at default quantifies the amountof the credit claim that exists at the time of aborrower's default
EBIT (earnings before interest and taxes)
Earnings before interest payments andincome taxes
EBIT margin
Earnings before interest payments andincome taxes in relation to the sales reported
according to the consolidated financial
statements
EBITDA (earnings before interest,
taxes, depreciation and amortisation)
Earnings before interest, income taxes, depreciation and amortisation
EBITDA margin
Earnings before interest payments, income
taxes, depreciation and amortisation in
relation to the sales reported according to
the consolidated financial statements
EBT (earnings before taxes)
Earnings before income taxes
ECL (Expected Credit Losses)
Measurement of expected credit losses
from financial instruments
Europe excluding Germany
This region comprises all countries in
Europe including Turkey and Russia but
excluding Germany
FLAC (financial liabilities at amortised cost)
Financial liabilities measured at amortised cost
FVOCI (Fair Value through other Comprehensive Income)Financial instrument measured at fair value
with changes in value recognised in othercomprehensive income
FVPL (Fair Value through Profit or Loss)
Financial instrument measured at fair value
with changes in value in profit or loss

IFRS
(International Financial Reporting Standards)
International accounting rules for company
financial statements to guarantee international
comparability of annual and consolidated
financial statements
IT
IT stands for information technology andrefers to all types of computer expertise
including software and hardware
KGaA (Kommanditgesellschaft auf Aktien)
Legal form of a company that combines theelements of a stock corporation with those of alimited partnership
LaR (loans and receivables)
Loans and receivables
LGD (Loss Given Default)
Loss given default is the expected percentage
loss in the event of insolvency
n.a. (not applicable)
Not applicableNet financial debt
Net financial debt is the balance of cash
and cash equivalents and current
financial assets and current and noncurrent financial liabilities
Net cash flow
Sum of cash flow from operating activities andcash inflows and outflows from the sale/procurement of intangible assets and property, plantand equipment
Net cash flow in relation to sales
Net cash flow in relation to reported sales according to the consolidated financial statements
North, Central and South America
The North, Central, and South America region
comprises all the countries on the continents ofNorth and South America
Operating Income
Operating earnings before interest andtaxes (EBIT) according to the consolidated financial statements, excluding special components,
less the result from investments accounted forusing the equity method and other income frominvestments

242
Annual report 2023 Glossary

Operating income margin
Absolute value of operating income inrelation to reported sales according to
the consolidated financial statements
Operating result
Total services and income less total
operating expenses
Operating performance
Sum of sales, stock changes and other internallyproduced and capitalised assets (in the annual financial statements of H
­ ELLA GmbH & Co. KGaA)
PD (Probability of Default)
Probability of default is the likelihood of default
on receivables and thus describes the possible
loss incurred by a credit institution or from abusiness relationship
POCI (Purchased or originated credit impaired
financial assets)
Financial assets with a credit rating already impaired at the time of acquisition or origination
RatingIn terms of financial accounting, the rating is amethod for classifying creditworthiness.
This rating is issued by independent rating
agencies on the basis of a company analysis
Return on equity
Return on equity is a ratio
calculated by dividing net income
by shareholders' equity
RoIC (return on invested capital)
The ratio of operating income before financing
costs and after taxes to invested capital
R&D
Research and development

Segment sales
Total sales of a business group as a reporting
segment according to the consolidated financial
statements, including sales with non-Group
companies and other business segments
SPPI(Solely Payments of Principal and Interest)
Contractual cash flows that represent solely
principal and interest payments on the outstanding principal amount
SOE, Special OE (Special Original Equipment)
Designation of "special original equipment" at­HELLA . In this division, H­ ELLAsystematically taps customer target groups
outside the automotive original equipment market, such as manufacturers of caravans, agricultural and construction vehicles and machinery,
as well as municipalities
Tier-1 supplierFirst-level supplier

243
Annual report 2023 Legal notice

Legal notice

Publisher

Credits­ ELLA GmbH & Co. KGaA
H
Corporate Communications
Rixbecker Strasse 75
59552 Lippstadt, Germany
presse@­HELLA .com
www.­HELLA .com

Photos on the cover and inside:
Bernhard Huber (3); Jonas Knüdeler (2);
Porsche AG (2); FORVIA (1); David Lohmüller (1);
­HELLA (17)This report is available in German and English.
Both versions are available
on the company's website atwww.­HELLA .de/geschaeftsbericht andwww.­HELLA .com/annualreport

Contact details for Investor
RelationsTel. +49 2941 38 1349
investor.relations@­HELLA .com

Project management + design:
C3 Creative Code and Content GmbH
Heiligegeistkirchplatz 1, 10178 Berlin, Germany

244
Annual Report 2023 Comparison of key performance indicators over three years

Comparison of key performanceindicators over three years
2023

2022

2021/2022

Currency and portfolio-adjusted sales (in € million)

8,125

4,410

6,326

Operating income margin

6.1%

4.4%

4.0%

Net cash flow in relation to sales

2.6%

5.3%

-4.5%

In € million

2023

2022

2021/2022

Sales

7,954

4,410

6,326

Operating income

486

195

251

Earnings before interest and taxes (EBIT)

464

383

278

1,021

369

703

Earnings for the period

266

352

184

Earnings per share (in €)

2.38

3.15

1.63

Net cash flow

205

233

-284

Research and development (R&D) expenses

878

458

693

Capital expenditures

620

392

560

2023

2022

2021/2022

EBIT margin

5.8%

8.7%

4.4%

EBITDA margin

12.8%

8.4%

11.1%

R&D expenses in relation to sales

11.0%

10.4%

11.0%

Capital expenditures in relation to sales

7.8%

8.9%

8.9%

31 December
2023

31 December
2022

31 May
2022

-56

+43

-387

Equity ratio

41.0%

41.9%

42.5%

Employees

37,77336,28036,008Development of the ­HELLA share (in €)

2023

2022

2021/2022

Closing price

82.50

76.05

67.05

Highest price

83.70

82.10

67.24

Lowest price

64.70

63.65

52.96

Dividend per share (2023: Dividend proposal,
2022: incl. special dividend after sale of HBPO shares)

0.71

2.88

0.49

Earnings before interest, taxes, depreciation and amortisation(EBITDA)Net financial debt (-) / net financial liquidity (+) (in € million)­ ELLA  has changed its fiscal year to the calendar year with effect from 1 January 2023. As ­HELLA had a seven-month short fiscal year
H
(1 June to 31 December 2022) in the prior year for this reason, the periods presented here are only comparable to a limited extent.

HELLA GmbH & Co. KGaA
Rixbecker Strasse 75
59552 Lippstadt /Germany
Tel. + 49 2941 38 - 0
Fax +49 294138-71 33
info@hella.com
www.hella.com© HELLA GmbH & Co. KGaA,
Lippstadt

94 avenue Gambetta - 75020 PARIS +33 (0)1 85 56 97 00 www.carrenoir.com
FORVIA

Forvia_Hella_Logotype_Négatif
FD

Date : 20/12/2023

TEINTE

BLANC