Financial Overview

(in million euros)

	FY2008	FY2007	Rate of change (%)	Factors
Overall
Sales	12,501	12,649	(1)	1)
Sales by segment (Automotive related segment)
Car Driveline Technology	2,011	2,070	(3)	2)
Car Chassis Technology	1,951	2,285	(15)	3)
Commercial Vehicle and Special Driveline Technology	2,235	2,085	7	4)
Off-Road Driveline Technology and Axle Systems	1,955	1,876	4	5)
Powertrain and Suspension Components	2,387	2,386	0	6)
Rubber-Metal Technology	489	521	(6)	7)
Electronic Components*	32	-	-	8)
Steering Technology (ZF Lenksysteme GmbH)	1,297	1,313	(1)	9)

*Proportionately as of Nov. 2008

Sales distribution by sectors, Consolidated ZF Group

(%)

Sectors	FY2008	FY2007
Cars and light commercial vehicles < 6 t	56	62
Commercial vehicles > 6 t	29	24
Others (Construction, Agricultural, Marine craft, Aircraft etc)	15	14

Factors
1)
-The Company recorded sales of 12,501 million euros, which is 1% below sales recorded in the prior year.
-The downturn of the last three months, sharp in some areas, contrast clearly with the positive trends seen in the first nine months.
-The passenger car and truck sectors as well as the Construction Machinery segment were impacted most severely by this downturn.

2)
-Sales from the Car Driveline Technology division dipped by 3% to 2,011 million euros due primarily to the cutbacks in passenger car production by customers in the 4th quarter of 2008.
-The ZF Getriebe GmbH, Saarbrucken plant, was able to sell approx. 980,000 ATs. This corresponds to sales of 1,786 million euros.
-With the supply of 199,000 MTs and dual clutch transmissions, sales at the plant in Brandenburg remained 20% below the prior year's level. Sales totaled 267 million euros, a decline of 1%.
-The Shanghai plant in China produced 73,000 5-speed and 6-speed ATs in 2008.
-At the Saarbrucken location, the production start of the new 8-speed transmission model range was prepared. It will go into production in 2009.

3)
-In the Car Chassis Technology division, negative trend was further reinforced by the critical situation of the North American customers. As a result, the division posted a 15% decline in sales to 1,951 million euros.
-The axle plants Changchun, China; Edinburgh Parks, Australia, and Rosslyn, South Africa, managed to exceed sales and volume planning despite the weakness of the market.

4)
-The Commercial Vehicle and Special Driveline Technology division increased sales by 7% to 2,235 million euros.
-Positive trends in the first three quarters of 2008 presented a sharp contrast to a strong downward spiral in the 4th quarter, mainly with regard to heavy truck transmissions.
-The Truck Drivelines Technology business unit increased sales by 10% to 1,705 million euros.
-In 2008, Bus Driveline Techlonogy business unit increased sales by 2% to 399 million euros.
-In 2008, sales of Pickup/Van Driveline Technology business unit declined by 22% to 103 million euros.

5)
-The Off-Road Driveline Technology and Axle Systems division increased sales by 4% to 1,955 million euros.
-However, growth in this division also weakened considerably toward the end of the year, mainly with regard to truck equipment and construction machinery.
-Passenger Car Axle Drives business unit achieved an increase of 3% to 359 million euros.
-The newly developed Vector Drive rear axle drive reached its maturity phase in 2008 and was launched on the market.
-Commercial Vehicle Axle Systems business unit increased sales by 12% to 245 million euros.
-The CV Chassis Modules business unit was able to increase sales by 5% to 318 million euros.

6)
-The Power and Suspension Components division generated sales of 2,387 million euros, reaching the same level as in 2007
-In Germany ZF Sachs benefited initially from the continuously good economic situation for commercial vehicles and the export success of German vehicle manufacturers.
-The Powertrain Components business units registered a slight sales increase of 2% to 1,240 million euros. In the NAFTA region, there were major sales losses. However, innovative products such as the hydrodynamically cooled clutch (HCC) and the dual wet clutch (DWC) for sports cars, were successfully established on the market.
-Suspension Components business unit registered sales of 1,318 million euros, a decrease of 1%. The CDC Continuous Damping Control system successfully established on the market and is now increasingly applied in vehicles of the mid-size and compact car class, as well as in commercial vehicles.
-In the spring, the Levice Location in Slovakia launched the volume production of suspension components.

7)
-The Rubber-Metal Technology business unit recorded a 6% drop in sales 489 million euros.

8)
-The Electronic Components business unit acquired in Nov. 2008 was proportionately consolidated in the Consolidated Financial Statements with sales of 32 million euros.

9)
-ZF Lenksysteme GmbH, a joint venture between the Company and Robert Bosch GmbH, posted a slight sales decline of 1% to 2,594 million euros due to the negative market developments in the last quarter. Thereof, 1,297 million euros is included in the Company's sales.
-Sales abroad went down by approx. 3% compared to 2007.
-Sales of Commercial Vehicle Steering Systems increased by approx. 5%
-Sales were divided between the business units as follows:

-	Car Steering Systems	58%
-	Commercial Vehicle Steering Systems and Columns	16%
-	Steering Pumps	13%
-	Car Steering Columns	13%

Contracts
<BMW>
-In Jan. 2008, the Company announced that it supplies both a manual transmission and automatic 6-speed transmission for BMW X3. ZF Lenksysteme supplies complete axle modules and the hydraulic rack-and-pinion steering for BMW X3.

-In Oct. 2008, the Company announced that CDC (Continuous Damping Control) variable damping for passenger cars by ZF Sachs, will be made available as part of the BMW 7 Series' "Dynamic Damping Control".

-In Feb. 2008, the Company announced that ZF Lenksysteme supplies the BMW X5 with active steering as an option.

<Mercedes-Benz>
-In Jan. 2008, the Company announced that it supplies amplitude-selective damping for the Mercedes C-Class as standard equipment. Diesel variants of the C-Class are equipped with the dual-mass flywheel.

<Daimler Trucks North America>
-In Feb. 2008, the Company announced that ZF Sachs has been awarded the contract to supply all production heavy-duty twin-tube chassis and cab shock absorbers for Daimler Trucks North America (formerly known as Freightliner LLC) vehicles.

<Opel>
-In Nov. 2008, the Company announced that ZF Sachs supplies CDC (Continuous Damping Control) damper for the adaptive chassis in the new Opel Insignia.

<Volkswagen>
-In Nov. 2008, the Company announced that ZF Lenksysteme GmbH (ZF Steering Systems) supplies the third generation of the Servolectric(R) electric power steering as standard equipment for the new Golf VI.

<Porsche>
-In 2008, the 7-speed Dual Clutch Transmission for Porsche entered volume production at the Brandenburg site

<Iveco>
-In May 2008, the Company announced that it supplies the drives for the new generation of the Iveco Eurocargo. Depending on the engine rating and gross vehicle weight, the medium-duty truck is equipped with the Company's manual transmissions, Ecolite and Ecomid. Another, automated option is the AS Tronic lite transmission.

<Subaru>
-In Apr. 2008, the Company announced that ZF Sachs dual-mass flywheel (DMF) and clutch are supplied for Subaru's Boxer Diesel Engine used in the Subaru Legacy and Outback models.

<Nissan>
-In Apr. 2008, the Company has been nominated for order from Nissan to provide six-speed automatic transmissions for a new light commercial vehicle, which will be designed and built specifically for the North American market. The transmissions will be produced in Gainesville, Ga., and supplied to the Nissan location in Canton, Miss. Start of volume production is planned for 2010.

<Beiqi Foton Motor>
-In Sept. 2008, the Company announced that it will supply the manual 5S400 transmission to Beiqi Foton Motor for their newly-developed vehicle that will be launched on the Chinese market in 2009.


Acquisitions
-In 2008, the Company acquired the Cherry Corporation, an electronics manufacturer developing and producing among others switch systems, sensors, and control units for the automotive industry. Cherry Corporation will be integrated into the Company as Business Unit Electronic Components as ZF Electronics GmbH. Cherry brings production facilities in Germany, the Czech Republic, Mexico, Hong Kong, China and India to the merger.

R&D Expenditure

(in million euros)

	FY2008	FY2007	FY2006
Total	697	694	602

R&D Structure
-Approx. 5,100 employees work for Research and Development worldwide.
-Since November 2008, approx. 220 R&D employees of the Electronic Components business unit as well as 750 engineers and technicians work at Corporate Research and Development for the ZF Group in Friedrichshafen.


Product Development
8-Speed AT with Start/Stop Function
-The hydraulic impulse oil storage (HIS) allows for a start/stop function, leading to fuel savings of approx. 5%. These saving are to be added to the fuel saving of the newly developed 8-speed AT generation of 6% vis-a-vis the already fuel-efficient 6-speed AT, thus totaling about 11%.

7DT Dual Clutch Transmission
-Introduced for the first time was the 7DT dual clutch transmission jointly developed with Porsche, which is particularly suited for application with high rpm requirements. Gear changes without traction interruption allow for good acceleration and vehicle handling with low fuel consumption. The transmission will be offered in two versions for torques of up to 450 Newton meters and 700 Newton meters.

Mild Hybrid Technology for Passenger Cars
-During the development of the 8-Speed AT, the hybrid version had already been considered. In comparison to the basic version, the full hybrid variant, which allows for purely electric driving, attains up to 30% fuel savings in dense city traffic and the mild hybrid variant generates savings of up to 15%

A New Automatic Transmission "ZF-PowerLine"
-The Company has developed a new automatic transmission for light commercial vehicles up to 15 tons for the very first time: ZF-PowerLine, the 6-speed powershift transmission covers the torque range between 600 and 1,000 Nm and is suitable for use with diesel and gasoline engines. The start of volume production will presumably be in 2010 in the USA. Nissan will be the first customer. (From a press release on Sep. 18, 2008)

Capital investment

(in million euros)

	FY2008	FY2007	FY2006
Investments in tangible assets	939	584	469

Overall
-The investments in property, plant and equipment at the Consolidated Group totaled 939 million euros. This represents an increase of roughly 60% compared with the prior year.
-Due to the initially-sound economic situation in all Company's industries, capacity expansion for volume products was a focal point for many locations.

Car Driveline Technology
-The division required investments for production preparation and capacity expansion for the new 8-speed AT range at the Saarbrucken location and in Brandenburg for dual clutch transmissions.

Car Chassis Technology
-In this division, investments were made in order to expand capacities and launch new product projects mainly for the German companies as well as in Shanghai, China, and in Spartan, South Africa.

Commercial Vehicle and Special Driveline Technology
-The division in the Friedrichshafen, Germany; Eger, Hungary; Sorocaba-SP, Brazil; and Boutheon, France, locations received the largest percentage of the investments.

Off-Road Driveline Technology and Axle Systems
-This division mainly required additional production capacities and investments at the German locations of Passau, Thyrnau, and Dielingen, in Steyr, Austria, and Sorocaba-SP, Brazil.

Powertrain and Suspension Components
-In this division, capacities have been expanded for ongoing and new products such as torque converters in Schweinfurt, Germany, as well as in Trnava and Levice, Slovakia, and Saltillo, Mexico.
-New production facilities for hybrid modules and torque converters were taken into operation in 2008.
-In 2008, a new production building was constructed to manufacture the new torque converter generation for 8-speed automatic transmissions.
-In 2008, the Company officially inaugurated the location for the production of hybrid drive modules in Schweinfurt, Germany. The Company is scheduled to launch volume production to supply the Mercedes-Benz S-Class. The modules, called DynaStart, will be built by ZF Sachs. (From a press release on May 7, 2008)