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GEA Group AG

Quarterly Report Aug 8, 2017

176_10-q_2017-08-08_0685cc6e-b45a-45ca-bbca-7de15ea884b3.pdf

Quarterly Report

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Q2January 1 – June 30, 2017 Half-yearly Financial Report

Contents

3 Summary
Management Report 4 Management Report
14 Report on Risks and Opportunities
14 Report on Expected Developments
Consolidated Financial Statements 18 Consolidated Balance Sheet
20 Consolidated Income Statement/
Consolidated Statement of Comprehensive Income
24 Consolidated Cash Flow Statement
26 Consolidated Statement of Changes in Equity
27 Notes to the Consolidated Financial Statements
38 Responsibility Statement
Financial Calendar/Imprint 39

Summary

GEA's order intake of EUR 1,241 million set a new high for the second quarter of a financial year. Year-on-year growth of around 1.6 percent was primarily due to an increase in large orders: Between April and June, GEA secured five major orders worth around EUR 136 million in total. The biggest project was an order from the Canadian beverages industry, but GEA managed to secure two major orders from the coffee sector and one project each in the dairy and pharma sectors. With regard to the company's customer industries, the main growth drivers in order intake were the food, dairy farming, and pharma/chemical sectors.

On the revenue side, however, the company registered a slight decline. At EUR 1,138.5 million, secondquarter revenue was 1.6 percent down on the previous year. Despite revenue gains in the areas of dairy processing and food, declining volumes in the pharma/chemical and oil/gas customer industries in particular conspired to weaken the overall revenue picture at GEA. In regional terms, North America and Western Europe, Middle East & Africa all posted growth in revenue.

Thanks to selective optimization measures initiated in the last three months, GEA managed to reduce its working capital significantly by more than EUR 50 million to EUR 706 million.

Operating EBITDA in the second quarter of the year was about EUR 23 million below the previous year's level. This decline was largely due to the Business Area Solutions, where mainly volume and margin mix effects had a negative impact on earnings. By contrast, the Business Area Equipment managed to increase its operating EBITDA and the corresponding margin, thanks largely to gratifying growth in revenue.

"We did not reach all our targets and, as a result, we've had to adjust our earnings forecast for the 2017 financial year," said Jürg Oleas, Chairman of the Executive Board of GEA. "But the good order intake figures and major orders from various customer industries show that our broad-based portfolio is paying off and harbors future growth potential."

Q2 Q2 Change Q1-Q2 Q1-Q2 Change
(EUR million) 2017 2016 in % 2017 2016 in %
Results of operations
Order intake 1,241.1 1,222.1 1.6 2,377.1 2,366.4 0.5
Revenue 1,138.5 1,156.9 –1.6 2,142.4 2,098.1 2.1
Operating EBITDA1 122.4 145.2 –15.7 218.8 239.1 –8.5
as % of revenue 10.8 12.6 10.2 11.4
Operating EBIT1 101.9 125.2 –18.6 178.2 199.5 –10.7
as % of revenue 8.9 10.8 8.3 9.5
EBIT 78.7 108.2 –27.3 142.3 167.2 –14.9
Net assets
Working capital intensity in % (average of the last 12 months) 16.1 13.2 16.1 13.2
Net liquidity (+)/Net debt (–) 343.7 613.8 –44.0 343.7 613.8 –44.0
Financial position
Operating cash flow driver margin2 7.0 11.1 7.0 11.1
ROCE in % (goodwill adjusted)3 15.1 19.7 15.1 19.7
Full-time equivalents (reporting date) 17,093 17,153 –0.3 17,093 17,153 –0.3
GEA Shares
Earnings per share (EUR) 0.29 0.43 –31.7 0.58 0.61 –4.4

IFRS key figures of GEA

1) Before effects of purchase price allocations and adjustments (see page 36)

2) Operating cash flow driver = operating EBITDA – capital expenditure + adjustment of capital expenditure in strategic projects – change in working capital (average of the last 12 months) 3) Capital employed excluding goodwill from the acquisition of the former GEA AG by former Metallgesellschaft AG in 1999 (average of the last 12 months)

Management Report

Disclosure of the Group's course of business including the comparable prior-year figures is presented for the two Business Areas (BA) Equipment and Solutions. The quarterly information contained in this management report is sourced from financial reports that were not audited or reviewed in accordance with the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act). All amounts have been rounded using standard rounding rules. Adding together individual amounts may therefore result in rounding differences in certain cases.

Management

The Supervisory Board of GEA Group Aktiengesellschaft has appointed Martine Snels to the Executive Board, effective October 2017. She will be in charge of GEA's regional and national organizations. Thus, the company will be managed by a team of five Executive Board members in the future.

Share buyback program

In February 2017, the Executive Board of GEA with the approval of the Supervisory Board decided that treasury shares worth up to EUR 450 million would be repurchased on the stock exchange in the 12-month period starting March 2017 in order to retire them. By June 30, 2017, GEA had repurchased 7,273,863 shares with a total value of EUR 274.0 million (see page 33).

Report on Economic Position

Course of business

Order intake

GEA's order intake of EUR 1,241.1 million in the second quarter of 2017 topped the previous year's high for a second quarter by 1.6 percent. Order intake grew by 0.6 percent when adjusted for positive exchange rate effects of 0.9 percent. Acquisitions had no effect on order intake in the quarter under review. Growth in order intake resulted primarily from orders of above EUR 15 million in value.

The reticent approach to investment in the dairy processing and beverages customer industries was more than compensated in the second quarter, especially by double-digit growth in some cases in the food, dairy farming, and pharma/chemical customer industries. In regional terms, GEA saw its strongest growth in the period in North America, as well as in Germany, Austria, Switzerland (DACH) & Eastern Europe.

Between April and June of this year, GEA secured five major orders – two coffee projects and one project each in the beverages, dairy and pharma sectors. These projects have a combined order volume of around EUR 136 million. In the comparable prior-year quarter, GEA posted two major orders with a total volume of around EUR 46 million.

Order intake
(EUR million)
Q2
2017
Q2
2016
Change
in %
Adjusted growth
in %
Q1-Q2
2017
Q1-Q2
2016
Change
in %
Adjusted growth
in %
BA Equipment 622.0 617.2 0.8 –0.3 1,243.7 1,187.6 4.7 3.1
BA Solutions 671.5 658.6 2.0 1.3 1,235.6 1,280.8 –3.5 –6.7
Total 1,293.5 1,275.9 1.4 0.5 2,479.4 2,468.4 0.4 –2.0
Consolidation/others –52.5 –53.8 2.4 –102.2 –102.0 –0.2
GEA 1,241.1 1,222.1 1.6 0.6 2,377.1 2,366.4 0.5 –2.1

The order intake of EUR 2,377.1 million for the first six months of 2017 saw GEA slightly surpass the previous year's high for the first half of any financial year. Adjusted for currency translation effects (plus 1.5 percent) and the effect of the Imaforni acquisition (plus 1.0 percent), the change in order intake was –2.1 percent.

The following chart shows trends in order intake and provides a breakdown of orders by application based on the last 12 months:

Order intake by applications GEA*
Change
Q2/2017 to Q2/2016
Share of
order intake
Dairy Farming 13%
Dairy Processing 18%
Food 28%
Beverages 11%
Food/Beverages 70%
Pharma/Chemical 15%
Other Industries 15%
Others 30%
GEA 100%
> 5 percentage points
1 to 5 percentage points
1 to –1 percentage points
–1 to –5 percentage points
> –5 percentage points
*) Based on the last 12 months

Order backlog

GEA increased its order backlog to EUR 2,409.9 million, up by almost EUR 146 million or 6.4 percent compared with December 31, 2016.

Revenue

Group revenue in the second quarter of 2017 amounted to EUR 1,138.5 million, a decline of 1.6 percent compared with the prior-year figure. Acquisitions had no effect on revenue in the quarter under review.

A decline in volumes in the pharma/chemical and oil/gas customer industries had a serious impact on revenue growth in the second quarter, and this could not be fully compensated by growth in the dairy farming and food industries. The regions of North and Central Europe and DACH & Eastern Europe bore the brunt of the decline in the second quarter. In contrast, North America and Western Europe, Middle East & Africa posted marked growth that even reached double figures in some cases.

The book-to-bill ratio, i.e. the ratio of order intake to revenue, was 1.09 in the quarter under review.

Revenue
(EUR million)
Q2
2017
Q2
2016
Change
in %
Adjusted growth
in %
Q1-Q2
2017
Q1-Q2
2016
Change
in %
Adjusted growth
in %
BA Equipment 585.5 570.9 2.6 1.6 1,117.1 1,061.7 5.2 3.8
BA Solutions 601.7 633.7 –5.0 –5.9 1,122.4 1,129.2 –0.6 –3.0
Total 1,187.2 1,204.6 –1.4 –2.3 2,239.5 2,190.9 2.2 0.3
Consolidation/others –48.7 –47.7 –2.3 –97.2 –92.7 –4.8
GEA 1,138.5 1,156.9 –1.6 –2.5 2,142.4 2,098.1 2.1 0.1

Exchange rate movements and the Imaforni acquisition gave rise to revenue increases of 1.2 and 0.8 percent respectively in the first half of the year. The adjusted revenue was on a par with the previous year's figure.

The following charts show trends in revenue and provide a breakdown of revenue by application and region based on the last 12 months:

Revenue by applications GEA*
Change
Q2/2017 to Q2/2016
Share of
revenue
Dairy Farming 13%
Dairy Processing 20%
Food 27%
Beverages 12%
Food/Beverages 71%
Pharma/Chemical 14%
Other Industries 14%
Others 29%
GEA 100%
> 5 percentage points
1 to 5 percentage points
1 to –1 percentage points
–1 to –5 percentage points
> –5 percentage points
*) Based on the last 12 months
Revenue by regions GEA*
Change
Q2/2017 to Q2/2016
Share of
revenue
Asia Pacific 23%
DACH & Eastern Europe 19%
Western Europe, Middle East & Africa 19%
North- and Central Europe 14%
Latin America 6%
North America 19%
GEA 100%
> 5 percentage points
1 to 5 percentage points
1 to –1 percentage points
–1 to –5 percentage points
> –5 percentage points
*) Based on the last 12 months

Business Area Equipment

Revenue in the Business Area Equipment grew by 5.2 percent in the first half of 2017. On a constant exchange rate basis, revenue grew by 3.8 percent. Acquisitions had no effect on revenue in the Business Area Equipment during the first six months of the year in question.

The following charts show trends in revenue and provide a breakdown of revenue by application and region based on the last 12 months:

Revenue by applications
Business Area Equipment*
Change
Q2/2017 to Q2/2016
Share of
revenue
Dairy Farming 27%
Dairy Processing 10%
Food 30%
Beverages 7%
Food/Beverages 74%
Pharma/Chemical 7%
Other Industries 19%
Others 26%
GEA 100%

5 percentage points 1 to 5 percentage points 1 to –1 percentage points –1 to –5 percentage points > –5 percentage points *) Based on the last 12 months

Revenue by regions
Business Area Equipment* Change
Q2/2017 to Q2/2016
Share of
revenue
Asia Pacific 21%
DACH & Eastern Europe 22%
Western Europe, Middle East & Africa 16%
North- and Central Europe 12%
Latin America 6%
North America 23%
GEA 100%
> 5 percentage points
1 to 5 percentage points
1 to –1 percentage points
–1 to –5 percentage points
> –5 percentage points
*) Based on the last 12 months

Business Area Solutions

In the first six months of the current fiscal year, revenue in the Business Area Solutions was down 0.6 percent on the previous year. Adjusted for exchange rate and acquisition effects, revenue decreased by 3.0 percent.

The following charts show trends in revenue and provide a breakdown of revenue by application and region based on the last 12 months:

Revenue by applications
Business Area Solutions*
Change
Q2/2017 to Q2/2016
Share of
revenue
Dairy Farming
Dairy Processing 28%
Food 23%
Beverages 17%
Food/Beverages 69%
Pharma/Chemical 21%
Other Industries 11%
Others 31%
GEA 100%

5 percentage points 1 to 5 percentage points 1 to –1 percentage points –1 to –5 percentage points > –5 percentage points *) Based on the last 12 months

Revenue by regions
Business Area Solutions*
Change
Q2/2017 to Q2/2016
Share of
revenue
Asia Pacific 25%
DACH & Eastern Europe 17%
Western Europe, Middle East & Africa 21%
North- and Central Europe 16%
Latin America 7%
North America 15%
GEA 100%
> 5 percentage points
1 to 5 percentage points
1 to –1 percentage points
–1 to –5 percentage points
> –5 percentage points
*) Based on the last 12 months

Results of operations, financial position and net assets

Results of operations

In accordance with the internal management system as described in the 2016 Annual Report, the key indicators for the operating result as used by the management for controlling purposes are operating EBITDA and operating EBIT. Thus, these key indicators were adjusted for items which, in the opinion of the management, do not reflect GEA's financial achievements in the period under review. This relates, on the one hand, to adjustments for purchase price allocation effects that were determined for all significant past acquisitions, and, on the other, to the adjustment of expenses for strategic projects. The indicators were also adjusted for ongoing expenses in respect of the now concluded "Fit for 2020" project, including implementation of the Shared Service Center (see page 36).

In accordance with this definition, operating EBITDA for the first half of 2017 was adjusted for expenses totaling EUR 20.5 million (previous year: EUR 16.0 million).

GEA's operating EBITDA in the second quarter of the year was EUR 22.8 million below the previous year's level. This decline can be attributed largely to the Business Area Solutions, specifically to volume and margin mix effects and additional costs for bottling lines of around EUR 7 million. As already reported in the third quarter of 2016, these additional expenses relate to a model of bottling line that is being discontinued. By contrast, the Business Area Equipment succeeded in increasing operating EBITDA by EUR 10.8 million, largely on the back of gratifying growth in revenue, and improved the corresponding margin by around 150 basis points to 16.5 percent of revenue.

In addition to expenditure of around EUR 7 million already reported in the first half of the year (additional outlay for bottling lines), the potential for further costs of up to EUR 20 million in this context constitutes a risk factor. Impairments on capitalized development costs of around EUR 6.5 million pose an additional risk. As such, the maximum financial impact arising from this issue (including the expenses already recognized) is around EUR 27 million for EBITDA and around EUR 34 million for EBIT.

Due to the weak second quarter, operating EBITDA in the first half of the year was EUR 20.3 million down on the previous year's level. Without the additional outlay for bottling lines, operating EBITDA in the first half of the year would have been EUR 226.2 million and the corresponding margin 10.6 percent.

Q2
2017
Q2
2016
Change
in %
Q1-Q2
2017
Q1-Q2
2016
Change
in %
96.9 86.0 12.6 166.2 158.3 5.0
16.5 15.1 14.9 14.9
35.1 61.7 –43.1 58.7 88.2 –33.5
5.8 9.7 5.2 7.8
132.0 147.8 –10.7 224.9 246.5 –8.8
11.1 12.3 10.0 11.3
–9.6 –2.5 < -100 –6.0 –7.4 18.7
122.4 145.2 –15.7 218.8 239.1 –8.5
10.8 12.6 10.2 11.4

The following table shows operating EBITDA and the operating EBITDA margin for each business area:

*) Before effects of purchase price allocations and adjustments (see page 36)

The following table shows the reconciliation of EBITDA before purchase price allocation and adjustments (operating EBITDA) through EBITDA and EBIT to EBIT before purchase price allocation and adjustments (operating EBIT):

Reconciliation of operating EBITDA to operating EBIT
(EUR million)
Q2
2017
Q2
2016
Change
in %
Q1-Q2
2017
Q1-Q2
2016
Change
in %
Operating EBITDA* 122.4 145.2 –15.7 218.8 239.1 –8.5
Realization of step-up amounts on inventories –0.4 –0.4 –0.9 –0.6
Adjustments –15.3 –7.5 –20.5 –16.0
EBITDA 106.6 137.3 –22.4 197.5 222.5 –11.3
Depreciation of impairment losses on property, plant, and equipment,
and investment property, and amortization of and impairment losses on
intangible assets and goodwill, as reported in the statement of changes
in non-current assets
–27.9 –29.2 –55.2 –55.3
EBIT 78.7 108.2 –27.3 142.3 167.2 –14.9
Depreciation and amortization on capitalization of purchase price
allocation
7.4 9.1 14.6 15.7
Realization of step-up amounts on inventories 0.4 0.4 0.9 0.6
Adjustments 15.3 7.5 20.5 16.0
Operating EBIT* 101.9 125.2 –18.6 178.2 199.5 –10.7

*) Before effects of purchase price allocations and adjustments (see page 36)

The following table shows operating EBIT and the operating EBIT margin for each business area:

Operating EBIT/operating EBIT margin*
(EUR million)
Q2
2017
Q2
2016
Change
in %
Q1-Q2
2017
Q1-Q2
2016
Change
in %
BA Equipment 82.4 72.1 14.3 137.7 131.1 5.1
as % of revenue 14.1 12.6 12.3 12.3
BA Solutions 30.7 57.1 –46.3 49.6 79.0 –37.2
as % of revenue 5.1 9.0 4.4 7.0
Total 113.1 129.2 –12.5 187.3 210.0 –10.8
as % of revenue 9.5 10.7 8.4 9.6
Consolidation/others –11.2 –4.0 < -100 –9.1 –10.6 13.8
GEA 101.9 125.2 –18.6 178.2 199.5 –10.7
as % of revenue 8.9 10.8 8.3 9.5

*) Before effects of purchase price allocations and adjustments (see page 36)

Key figures: Results of operations
(EUR million)
Q2
2017
Q2
2016
Change
in %
Q1-Q2
2017
Q1-Q2
2016
Change
in %
Revenue 1,138.5 1,156.9 –1.6 2,142.4 2,098.1 2.1
Operating EBITDA* 122.4 145.2 –15.7 218.8 239.1 –8.5
EBITDA 106.6 137.3 –22.4 197.5 222.5 –11.3
Operating EBIT* 101.9 125.2 –18.6 178.2 199.5 –10.7
EBIT 78.7 108.2 –27.3 142.3 167.2 –14.9
Interest 4.3 6.5 –33.2 7.5 23.2 –67.8
EBT 74.3 101.7 –26.9 134.8 144.0 –6.4
Income taxes 16.4 19.3 –15.3 29.7 27.4 8.4
Profit after tax from continuing operations 58.0 82.4 –29.6 105.1 116.6 –9.9
Profit/loss after tax from discontinued operations –2.6 0.4 5.6 0.5 > 100
Profit for the period 55.4 82.8 –33.0 110.8 117.1 –5.4

*) Before effects of purchase price allocations and adjustments (see page 36)

The EUR 15.7 million decrease in interest burden in the first half of the year was primarily due to the measurement of liabilities arising from share-based payments and to lower interest payments on bank loans.

An income tax rate of 22.0 percent is expected for fiscal year 2017 and this figure was also used as the basis for calculating the tax expenditure for the first six months of the year.

At EUR 5.6 million, discontinued operations generated a substantial gain in the first half of 2017. This figure is founded largely on the remeasurement of financial obligations arising from the sale of the former GEA Heat Exchangers segment. However, a further change in the discount rate used to measure the non-current provisions set up for the former mining activities of mg technologies ag had a negative impact on earnings. In the previous year, discontinued operations generated a slight gain of EUR 0.5 million.

Consolidated profit amounted to EUR 55.4 million in the quarter under review. Based on the average number of shares in circulation, which has been reduced to 188,690,273 (previous year: 192,495,476) as a result of the ongoing share buyback program started on March 1, 2017, this corresponds to earnings per share of EUR 0.29 (previous year: EUR 0.43). Earnings per share in the first half of the year stood at EUR 0.58 (average of 190,503,499 shares in circulation) compared with EUR 0.61 in the previous year (average of 192,495,476 shares in circulation).

Financial position

Net liquidity including discontinued operations was reduced from EUR 613.8 million to EUR 343.7 million year on year, largely as a result of cash outflows for the share buyback program.

Overview of net liquidity incl. discontinued operations
(EUR million)
06/30/2017 12/31/2016 06/30/2016
Cash and cash equivalents 498.5 929.1 558.0
Fixed deposits with a remaining period ≤ 1 year 200.0
Securities 0.0 1.0
Liabilities to banks 154.8 146.5 145.2
Net liquidity (+)/Net debt (–) 343.7 782.6 613.8

As of the reporting date, guarantee lines – which are mainly for contract performance, advance payments, and warranties – of EUR 1,249.6 million (December 31, 2016: EUR 1,265.5 million) were available to GEA, of which EUR 468.2 million (December 31, 2016: EUR 475.2 million) had been utilized.

The key factors responsible for the change in net liquidity (including discontinued operations) are shown for the last 12 months in the following chart:

*) Including fixed deposits with a remaining period ≤ 1 year (EUR 200 million)

The consolidated cash flow statement can be summarized as follows:

Overview of cash flow statement
(EUR million)
Q1-Q2
2017
Q1-Q2
2016
Change
absolute
Cash flow from operating activities 43.4 –71.9 115.3
Cash flow from investing activities –43.7 –91.4 47.7
Free cash flow –0.3 –163.3 163.0
Cash flow from financing activities –411.3 –460.6 49.2
Cash flow from disposal group GEA Heat Exchangers –9.4 2.4 –11.8
Change in unrestricted cash and cash equivalents –430.6 –623.1 192.5

Cash flow from operating activities attributable to continuing operations amounted to EUR 43.4 million since the start of the year, EUR 115.3 million above the previous year's level. This improvement is primarily due to a significant reduction in working capital.

Cash flow from investment activities was also well above the previous year's level, and this can be explained by outflows for company acquisitions in 2016. Contrasting effects include the sale of an EONIA bond in 2016 and higher payments during the current year for property, plant and equipment and intangible assets.

Cash flow from financing activities attributable to continued operations reflects the dividend payout (EUR 152.8 million) and, in particular, the repurchase of treasury shares (EUR 261.1 million). In the previous year, this item comprised the dividend payout, together with the timely repayment of the non-callable bond (EUR 274.7 million).

Cash flow drivers

The operating cash flow driver margin for the last 12 months was 7.0 percent, compared with 11.1 percent for the same period of the previous year.

Operating Cash flow driver/operating cash flow driver margin
(EUR million) 06/30/2017
Operating EBITDA (last 12 months) 546.0
Capital expenditure on property, plant and equipment (last 12 months) –112.2
Adjustment of capital expenditure in strategic projects 16.6
Change in Working Capital (average of the last 12 months) –133.7
Operating cash flow driver
(operating EBITDA – capex –/+change in working capital)
316.6
as % of revenue (last 12 months) 7.0

Net assets

Condensed balance sheet as % of as % of Change
(EUR million) 06/30/2017 total assets 12/31/2016 total assets in %
Assets
Non-current assets 2,926.2 51.6 2,979.8 48.8 –1.8
thereof goodwill 1,495.9 26.4 1,505.6 24.7 –0.6
thereof deferred taxes 470.4 8.3 502.1 8.2 –6.3
Current assets 2,741.2 48.4 3,128.1 51.2 –12.4
thereof cash and cash equivalents 498.5 8.8 929.1 15.2 –46.3
thereof assets held for sale 5.3 0.1 5.4 0.1 –2.8
Total assets 5,667.4 100.0 6,107.9 100.0 –7.2
Equity and liabilities
Equity 2,604.9 46.0 2,995.6 49.0 –13.0
Non-current liabilities 1,108.7 19.6 1,149.8 18.8 –3.6
thereof financial liabilities 5.4 0.1 10.2 0.2 –47.2
thereof deferred taxes 143.0 2.5 144.9 2.4 –1.3
Current liabilities 1,953.7 34.5 1,962.6 32.1 –0.5
thereof financial liabilities 171.4 3.0 165.7 2.7 3.4
Total equity and liabilities 5,667.4 100.0 6,107.9 100.0 –7.2

The marked reduction in total assets compared with December 31, 2016 is due in particular to the cash outflow resulting from the share buyback program. GEA was also able to reduce its trade receivables, whereas inventories increased. Working capital was reduced by more than EUR 40 million in total compared with the value at the end of 2016.

Compared with December 31, 2016, equity fell by EUR 390.7 million to EUR 2,604.9 million. Although the consolidated profit of EUR 110.8 million served to bolster equity, this indicator was reduced by a dividend payout of EUR 152.8 million, the repurchase of treasury shares (EUR 275.0 million), and currency translation effects (EUR 93.2 million). The equity ratio is now 46.0 percent.

GEA succeeded in reducing both its current and non-current liabilities compared with December 31, 2016. The decline in non-current liabilities resulted from lower pension provisions, while the slight fall in current liabilities was due to a reduction in bonus provisions and a decline in trade payables. The volume of advance payments received did, however, rise.

Employees

Employees* by region 06/30/2017 12/31/2016 06/30/2016
DACH & Eastern Europe 6,343 37.1% 6,301 37.2% 6,385 37.2%
North and Central Europe 2,943 17.2% 2,924 17.3% 2,970 17.3%
Asia Pacific 2,898 17.0% 2,867 16.9% 2,926 17.1%
Western Europe, Middle East & Africa 2,752 16.1% 2,727 16.1% 2,769 16.1%
North America 1,738 10.2% 1,709 10.1% 1,744 10.2%
Latin America 420 2.5% 409 2.4% 361 2.1%
Total 17,093 100.0% 16,937 100.0% 17,153 100.0%

*) Full-time equivalents (FTE) excluding vocational trainees and inactive employment contracts

Research and development

Research and development (R&D) expenses*
(EUR million)
Q2
2017
Q2
2016
Change
in %
Q1-Q2
2017
Q1-Q2
2016
Change
in %
R&D expenses after adjustments 23.4 20.8 12.8 45.7 41.8 9.2
R&D ratio (as % of revenue) 2.1 1.8 2.1 2.0

*) Incl. refunded expenses (contract costs)

Report on Risks and Opportunities

The overall assessment of risks and opportunities in the reporting period compared with the position presented in the 2016 Annual Report changed with regard to the following point: There is a medium risk of GEA incurring additional costs arising from a model of bottling line that is being discontinued. In addition to the outlay of around EUR 7 million already reported in the first half of the year, there could be therefore potential for further additional costs in this context of up to EUR 26.5 million. This potential for further additional costs includes a sum of around EUR 6.5 million for impairments on capitalized development costs. As such, the maximum financial impact of this issue (including the expenses already recognized) might be about EUR 27 million for EBITDA and approximately EUR 34 million for EBIT.

All in all, from today's perspective, there are no risks to the continued existence of GEA as a going concern. Sufficient provisions have been recognized for identified risks in line with the relevant requirements.

Report on Expected Developments

Economic environment in 2017

In their most recent publications, the main economic research institutions, i.e. the International Monetary Fund (IMF), the World Bank, and the United Nations (UN) reaffirmed the forecasts they submitted at the start of the year. They still predict that global gross domestic product will rise between 2.7 percent (World Bank, UN) and 3.5 percent (IMF) in 2017.

Business outlook

The forecast assumes there will be no slowdown in global economic growth and no significant negative exchange rate effects. Acquisitions made in 2017 are not included in the calculation of the key performance indicators. Further, the outlook presupposes there will be no serious slumps in demand from relevant customer industries and no further shifts between these industries which could negatively impact margins.

The decline in operating EBITDA in the second quarter required GEA to modify its earnings forecast for 2017. As already disclosed on July 15, 2017, the figure for operating EBITDA is expected to be between EUR 600 million and EUR 640 million. Not included in this value range are all the additional costs for the bottling lines mentioned in our report on risks and opportunities (these include expenses of around EUR 7 million already reported in the figures for the first half of 2017).

Reconciliation of expectation operating EBITDA as per ad hoc announcement to forecast operating EBITDA as per HGB*
(in EUR millions) From To
Expectation operating EBITDA as per the ad hoc announcement (July 15, 2017) 600 640
Expenses for bottling lines recognized in first half of year -7 -7
Risk of additional costs for bottling lines -20 0
Operating EBITDA as per forecast (HGB) 573 633

*) Handelsgesetzbuch (German Commercial Code)

GEA has therefore modified its forecast for 2017 as follows:

  • The expectation of moderate revenue growth is reaffirmed. The Business Area Equipment is expected to make a greater contribution to the expected rise in revenues than the Business Area Solutions.
  • Operating EBITDA of between EUR 573 million and EUR 633 million. The expected increase in operating EBITDA compared with the prior year's figure is attributable primarily to the Business Area Equipment.
  • An operating cash flow driver margin before investments in strategic projects of between 8.5 and 9.5 percent is reaffirmed.

Düsseldorf, July 25, 2017

The Executive Board

Consolidated Financial Statements

for the 2nd Quarter of 2017

Consolidated Balance Sheet

as of June 30, 2017

Change
06/30/2017 12/31/2016 in %
470,474 485,046 –3.0
3,605 3,662 –1.6
1,495,890 1,505,629 –0.6
427,643 428,801 –0.3
14,283 15,929 –10.3
43,874 38,654 13.5
470,398 502,117 –6.3
2,926,167 2,979,838 –1.8
663,865 611,405 8.6
1,323,045 1,390,397 –4.8
28,394 25,832 9.9
222,187 165,942 33.9
498,479 929,120 –46.3
5,251 5,403 –2.8
2,741,221 3,128,099 –12.4
5,667,388 6,107,937 –7.2
Equity and liabilities Change
(EUR thousand) 06/30/2017 12/31/2016 in %
Issued capital 500,712 520,376 –3.8
Capital reserve 1,217,861 1,217,861
Retained earnings 789,383 1,067,812 –26.1
Accumulated other comprehensive income 96,412 188,977 –49.0
Non-controlling interests 569 578 –1.6
Equity 2,604,937 2,995,604 –13.0
Non-current provisions 142,664 138,751 2.8
Non-current employee benefit obligations 771,055 807,652 –4.5
Non-current financial liabilities 5,401 10,238 –47.2
Other non-current liabilities 46,629 48,181 –3.2
Deferred taxes 142,981 144,930 –1.3
Non-current liabilities 1,108,730 1,149,752 –3.6
Current provisions 140,283 144,465 –2.9
Current employee benefit obligations 144,031 181,424 –20.6
Current financial liabilities 171,399 165,719 3.4
Trade payables 600,446 624,817 –3.9
Income tax liabilities 20,497 33,317 –38.5
Other current liabilities 877,065 812,839 7.9
Current liabilities 1,953,721 1,962,581 –0.5
Total equity and liabilities 5,667,388 6,107,937 –7.2

Consolidated Income Statement

April 1 – June 30, 2017

(EUR thousand) Q2
2017
Q2
2016
Change
in %
Excluding
restructuring
Restructuring
expenses
Total
Revenue 1,138,464 1,156,936 1,156,936 –1.6
Cost of sales 780,133 796,306 –2,659 793,647 –1.7
Gross margin 358,331 360,630 2,659 363,289 –1.4
Selling expenses 132,130 130,141 –1,648 128,493 2.8
Research and development expenses 17,394 14,200 –295 13,905 25.1
General and administrative expenses 128,272 116,468 33 116,501 10.1
Other income 102,386 88,886 88,886 15.2
Other expenses 104,306 85,946 –106 85,840 21.5
Share of profit or loss of equity-accounted investments 73 769 769 –90.5
Other financial expenses 38 38
Earnings before interest and tax (EBIT) 78,688 103,492 4,675 108,167 –27.3
Interest income 1,637 1,569 4.3
Interest expense 5,978 8,066 –25.9
Profit before tax from continuing operations 74,347 101,670 –26.9
Income taxes 16,356 19,317 –15.3
Profit after tax from continuing operations 57,991 82,353 –29.6
Profit or loss after tax from discontinued operations –2,553 427
Profit for the period 55,438 82,780 –33.0
of which attributable to shareholders of GEA Group AG 55,441 82,784 –33.0
of which attributable to non-controlling interests –3 –4 25.0
Q2 Q2 Change
(EUR) 2017 2016 in %
Basic and diluted earnings per share from continuing operations 0.31 0.43 –28.2
Basic and diluted earnings per share from discontinued operations –0.01 0.00
Basic and diluted earnings per share 0.29 0.43 –31.7
Weighted average number of ordinary shares used to calculate basic and diluted
earnings per share (million) 188.7 192.5 –2.0

Consolidated Statement of Comprehensive Income April 1 – June 30, 2017

(EUR thousand) Q2
2017
Q2
2016
Change
in %
Profit for the period 55,438 82,780 –33.0
Items, that will not be reclassified to profit or loss in the future:
Actuarial gains/losses on pension and other post-employment benefit obligations 17,468 –24,747
Items, that will be reclassified subsequently to profit or loss when
specific conditions are met:
Exchange differences on translating foreign operations –87,007 33,817
Result of available-for-sale financial assets 183 81 > 100
Result of cash flow hedges 242 –1,132
Other comprehensive income –69,114 8,019
Total comprehensive income –13,676 90,799
of which attributable to GEA Group AG shareholders –13,673 90,803
of which attributable to non-controlling interests –3 –4 25.0

Consolidated Income Statement

for the period January 1 – June 30, 2017

(EUR thousand) Q1-Q2
2017
Q1-Q2
2016
Change
in %
Excluding
restructuring
Restructuring
expenses
Total
Revenue 2,142,377 2,098,148 2,098,148 2.1
Cost of sales 1,466,646 1,442,406 –7,196 1,435,210 2.2
Gross margin 675,731 655,742 7,196 662,938 1.9
Selling expenses 267,615 252,460 –3,174 249,286 7.4
Research and development expenses 32,663 29,629 –1,020 28,609 14.2
General and administrative expenses 239,273 228,613 –2,423 226,190 5.8
Other income 180,145 174,430 174,430 3.3
Other expenses 174,697 165,883 1,283 167,166 4.5
Share of profit or loss of equity-accounted investments 632 1,152 1,152 –45.1
Other financial expenses 75 75
Earnings before interest and tax (EBIT) 142,260 154,664 12,530 167,194 –14.9
Interest income 4,018 3,255 23.4
Interest expense 11,473 26,439 –56.6
Profit before tax from continuing operations 134,805 144,010 –6.4
Income taxes 29,657 27,362 8.4
Profit after tax from continuing operations 105,148 116,648 –9.9
Profit or loss after tax from discontinued operations 5,643 459 > 100
Profit for the period 110,791 117,107 –5.4
thereof attributable to shareholders of GEA Group AG 110,789 117,112 –5.4
thereof attributable to non-controlling interests 2 –5
Q1-Q2 Q1-Q2 Change
(EUR) 2017 2016 in %
Basic and diluted earnings per share from continuing operations 0.55 0.61 –8.9
Basic and diluted earnings per share from discontinued operations 0.03 0.00 > 100
Basic and diluted earnings per share 0.58 0.61 –4.4
Weighted average number of ordinary shares used to calculate basic and diluted
earnings per share (million) 190.5 192.5 –1.0

Consolidated Statement of Comprehensive Income

for the period January 1 – June 30, 2017

(EUR thousand) Q1-Q2
2017
Q1-Q2
2016
Change
in %
Profit for the period 110,791 117,107 –5.4
Items, that will not be reclassified to profit or loss in the future:
Actuarial gains/losses on pension and other post-employment benefit obligations 18,970 –45,659
Items, that will be reclassified subsequently to profit or loss when
specific conditions are met:
Exchange differences on translating foreign operations –93,161 –17,008 < -100
Result of available-for-sale financial assets 117 241 –51.5
Result of cash flow hedges 479 –954
Other comprehensive income –73,595 –63,380 –16.1
Total comprehensive income 37,196 53,727 –30.8
thereof attributable to GEA Group AG shareholders 37,194 53,732 –30.8
thereof attributable to non-controlling interests 2 –5

Consolidated Cash Flow Statement

April 1 – June 30, 2017

04/01/2017 - 04/01/2016 -
(EUR thousand) 06/30/2017 06/30/2016
Profit for the period 55,438 82,780
plus income taxes 16,356 19,317
minus profit or loss after tax from discontinued operations 2,553 –427
Profit before tax from continuing operations 74,347 101,670
Net interest income 4,341 6,497
Earnings before interest and tax (EBIT) 78,688 108,167
Depreciation, amortization, impairment losses, and reversal of impairment losses on non-current assets 27,929 29,150
Other non-cash income and expenses 3,679 7,549
Employee benefit obligations from defined benefit pension plans –10,336 –12,340
Change in provisions and other employee benefit obligations –1,323 –19,281
Losses and disposal of non-current assets –403 –471
Change in inventories including unbilled construction contracts* –4,703 –18,600
Change in trade receivables –28,854 –66,831
Change in trade payables 46,442 26,207
Change in other operating assets and liabilities –33,975 –21,023
Tax payments –16,858 –14,713
Cash flow from operating activities of continued operations 60,286 17,814
Cash flow from operating activities of discontinued operations –3,263 –984
Cash flow from operating activities 57,023 16,830
Proceeds from disposal of non-current assets 1,119 590
Payments to acquire property, plant and equipment, and intangible assets –31,855 –17,203
Proceeds from current financial assets 37,000
Payments from non-current financial assets –629
Interest income 1,632 845
Dividend income 1,545
Payments to acquire subsidiaries and other businesses –101,014
Cash flow from investing activities of continued operations –27,559 –80,411
Cash flow from investing activities of discontinued operations –4,706 –202
Cash flow from investing activities –32,265 –80,613
Dividend payments –152,812 –153,996
Payments for acquisition of treasury shares –228,786
Payments from finance leases –1,062 –1,033
Proceeds from finance loans 2,408
Proceeds from bond issue –274,739
Repayments of finance loans –4,904
Interest payments –2,943 –16,476
Cash flow from financing activities of continued operations –383,195 –451,148
Cash flow from financing activities of discontinued operations –12 –2
Cash flow from financing activities –383,207 –451,150
Effect of exchange rate changes on cash and cash equivalents –10,323 3,571
Change in unrestricted cash and cash equivalents –368,772 –511,362
Unrestricted cash and cash equivalents at beginning of period 866,180 1,061,000
Unrestricted cash and cash equivalents at end of period 497,408 549,638
Restricted cash and cash equivalents 1,071 8,383
Cash and cash equivalents reported in the balance sheet 498,479 558,021

*) Including advanced payments received

Consolidated Cash Flow Statement

for the period January 1 – June 30, 2017

(EUR thousand) 01/01/2017 -
06/30/2017
01/01/2016 -
06/30/2016
Profit for the period 110,791 117,107
plus income taxes 29,657 27,362
minus profit or loss after tax from discontinued operations –5,643 –459
Profit before tax from continuing operations 134,805 144,010
Net interest income 7,455 23,184
Earnings before interest and tax (EBIT) 142,260 167,194
Depreciation, amortization, impairment losses, and reversal of impairment losses on non-current assets 55,214 55,330
Other non-cash income and expenses 5,852 12,436
Employee benefit obligations from defined benefit pension plans –20,672 –25,054
Change in provisions and other employee benefit obligations –35,160 –81,018
Losses and disposal of non-current assets –486 –671
Change in inventories including unbilled construction contracts* –48,519 –81,635
Change in trade receivables 65,115 30,480
Change in trade payables –13,563 –61,417
Change in other operating assets and liabilities –73,908 –54,747
Tax payments –32,733 –32,824
Cash flow from operating activities of continued operations 43,400 –71,926
Cash flow from operating activities of discontinued operations –4,329 3,447
Cash flow from operating activities 39,071 –68,479
Proceeds from disposal of non-current assets 3,508 1,690
Payments to acquire property, plant and equipment, and intangible assets –51,440 –30,202
Proceeds from current financial assets 37,000
Payments from non-current financial assets –24 –629
Interest income 2,491 1,792
Dividend income 2,104
Payments to acquire subsidiaries and other businesses –348 –101,014
Cash flow from investing activities of continued operations –43,709 –91,363
Cash flow from investing activities of discontinued operations –5,048 –1,044
Cash flow from investing activities –48,757 –92,407
Dividend payments –152,812 –153,996
Payments for acquisition of treasury shares –261,054
Payments from finance leases –2,051 –1,783
Proceeds from finance loans 8,310
Proceeds from bond issue –274,739
Repayments of finance loans –8,097
Interest payments –3,666 –21,938
Cash flow from financing activities of continued operations –411,273 –460,553
Cash flow from financing activities of discontinued operations –35 3
Cash flow from financing activities –411,308 –460,550
Effect of exchange rate changes on cash and cash equivalents –9,602 –1,704
Change in unrestricted cash and cash equivalents –430,596 –623,140
Unrestricted cash and cash equivalents at beginning of period 928,004 1,172,778
Unrestricted cash and cash equivalents at end of period 497,408 549,638
Restricted cash and cash equivalents 1,071 8,383
Cash and cash equivalents reported in the balance sheet 498,479 558,021

*) Including advanced payments received

Consolidated Statement of Changes in Equity as of June 30, 2017

Accumulated other comprehensive income
(EUR thousand) Issued
capital
Capital
reserves
Retained
earnings
Translation
of foreign
operations
Result of
available for
sale financial
assets
Result of
cash flow
hedges
Equity
attributable to
shareholders of
GEA Group AG
Non
controlling
interests
Total
Balance at Jan. 1, 2016
(192,495,476 shares)
520,376 1,217,861 962,515 144,527 –234 –1,416 2,843,629 570 2,844,199
Profit for the period 117,112 117,112 –5 117,107
Other comprehensive income –45,659 –17,008 241 –954 –63,380 –63,380
Total comprehensive income 71,453 –17,008 241 –954 53,732 –5 53,727
Purchase of treasury shares
Dividend payment by
GEA Group AG
–153,996 –153,996 –153,996
Change in other
non-controlling interests
–12 –12
Balance at June 30, 2016
(192,495,476 shares)
520,376 1,217,861 879,972 127,519 7 –2,370 2,743,365 553 2,743,918
Balance at Jan. 1, 2017
(192,495,476 shares)
520,376 1,217,861 1,067,812 189,962 –467 –518 2,995,026 578 2,995,604
Profit for the period 110,789 110,789 2 110,791
Other comprehensive income 18,970 –93,161 117 479 –73,595 –73,595
Total comprehensive income 129,759 –93,161 117 479 37,194 2 37,196
Purchase of treasury shares –19,664 –255,376 –275,040 –275,040
Dividend payment by
GEA Group AG
–152,812 –152,812 –152,812
Change in other
non-controlling interests
–11 –11
Balance at June 30, 2017
(185,221,613 shares)
500,712 1,217,861 789,383 96,801 –350 –39 2,604,368 569 2,604,937

Notes to the Consolidated Financial Statements

1. Reporting Principles

Basis of presentation

The interim financial statements of GEA Group Aktiengesellschaft and the interim financial statements of the subsidiaries included in the consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRSs) and related Interpretations issued by the International Accounting Standards Board (IASB), as adopted by the EU for interim financial reporting in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and the Council on the application of international accounting standards. In accordance with IAS 34, the interim financial report does not contain all the information and disclosures required by IFRSs for full-year consolidated financial statements.

The accompanying consolidated financial statements and Group management report on the second quarter have not been audited in accordance with section 317 of the Handelsgesetzbuch (HGB – German Commercial Code) or reviewed by an auditor. The Executive Board released them for publication on July 25, 2017.

The interim financial statements have been prepared in euros (EUR). All amounts, including the comparative figures, are presented in thousands of euros (EUR thousand), except for the segment information. All amounts have been rounded using standard rounding rules. Adding together individual amounts may therefore result in a difference in the order of EUR 1 thousand in certain cases.

With the exception of the pronouncements applicable for the first time as of January 1, 2017, the accounting policies applied to the accompanying interim financial statements are the same as those applied as of December 31, 2016, and are described in detail on pages 122 to 144 of the Annual Report containing GEA's IFRS consolidated financial statements.

By the time the interim financial statements were released for publication, the IASB had published the following new accounting regulations:

IFRIC 23 "Uncertainty over Income Tax Treatments" – published by the IASB in June 2017

The ultimate tax treatment of circumstances and transactions can depend on whether the relevant tax authorities accept the treatments an entity has adopted or plans to adopt in its income tax filing. IFRIC 23 supplements the provisions set out in IAS 12 "Income Taxes" by clarifying the accounting for uncertainties in income taxes with regard to circumstances and transactions.

GEA is currently analyzing the potential effect of the initial application of IFRIC 23. Subject to its endorsement by the EU, the interpretation will be required to be applied for fiscal years beginning on or after January 1, 2019. Earlier application is permitted.

Interim financial reporting principles

These interim financial statements present a true and fair view of the Company's results of operations, financial position, and net assets in the reporting period.

Preparation of interim financial statements requires management to make certain estimates and assumptions that may affect the Company's assets, liabilities, provisions, and deferred tax assets and liabilities, as well as its income and expenses. Although management makes such estimates and assumptions carefully and in good faith, actual amounts may differ from the estimates used in the interim financial statements.

Factors that may cause amounts to fall below expectations include a deterioration in the global economic situation, movements in exchange rates and interest rates, as well as material litigation and changes in environmental or other legislation. Errors in internal operating processes, the loss of key customers, and rising borrowing costs may also adversely affect the Group's future performance.

2. Basis of consolidation

The consolidated group changed as follows in the first half of 2017:

Number
of companies
Consolidated Group as of December 31, 2016 219
German companies (including GEA Group AG) 36
Foreign companies 183
Merger 5
Deconsolidation 1
Consolidated Group as of June 30, 2017 213
German companies (including GEA Group AG) 36
Foreign companies 177

A total of 49 subsidiaries (December 31, 2016: 47) were not consolidated since their effect on the Group's net assets, financial position, and results of operations is not material even when viewed in the aggregate.

3. Balance sheet disclosures

Cash credit lines

The cash credit lines were composed of the following items as of June 30, 2017:

06/30/2017 06/30/2017 12/31/2015 12/31/2016
(EUR thousand) Maturity approved utilized approved utilized
European Investment Bank July 2017 50,000 50,000 50,000 50,000
Borrower's note loan (2017) September 2017 90,000 90,000 90,000 90,000
Syndicated credit line ("club deal") August 2021 650,000 650,000
Various (bilateral) credit lines including accured interest Maximum of
1 year or "until
further notice"
67,938 14,806 65,664 6,496
Total 857,938 154,806 855,664 146,496

Financial instruments

The following tables provide an overview of the composition of financial instruments as of June 30, 2017, by class within the meaning of IFRS 7 as well as by measurement category. The tables also include financial assets and liabilities, as well as derivatives that are included in recognized hedging relationships but do not belong to any of the IAS 39 measurement categories.

Measurement in accordance with IAS 39
(EUR thousand) Carrying
amount
06/30/2017
Amortized cost Fair value
through
profit or loss
Fair value
recognized
in other
comprehensive
income
Measurement
in accordance
with other IFRSs
Fair value
06/30/2017
Assets
Trade receivables 1,323,045 830,431 492,614 1,323,045
of which PoC receivables 492,614 492,614 492,614
Income tax receivables 28,394 28,394 28,394
Cash and cash equivalents 498,479 498,479 498,479
Other financial assets 266,014 127,797 6,873 9,073 122,271 266,014
By IAS 39 measurement category
Loans and receivables 1,434,230 1,434,230 1,434,230
of which cash and cash equivalents 498,479 498,479 498,479
of which trade receivables 830,431 830,431 830,431
of which other financial assets 105,320 105,320 105,320
Available-for-sale investments 31,550 22,477 9,073 31,550
Financial assets at fair value through profit or loss
(derivatives not included in a recognized hedging
relationship)
6,873 6,873 6,873
Liabilities
Trade payables 600,446 600,446 600,446
Financial liabilities 176,800 155,521 12,648 335 8,296 177,312
of which liabilities under finance leases 8,296 8,296 8,296
of which derivatives included in hedging
relationships
335 335 335
Income tax liabilities 20,497 20,497 20,497
Other liabilities 923,694 139,140 641 783,913 923,288
By IAS 39 measurement category
Financial liabilities at amortized cost 895,107 895,107 895,213
of which trade payables 600,446 600,446 600,446
of which bonds and other securitized liabilities 91,897 91,897 92,475
of which liabilities to banks 62,908 62,908 62,842
of which loan liabilities to unconsolidated
subsidiaries
716 716 716
of which other liabilities to affiliated companies 20,275 20,275 20,275
of which other liabilities 118,865 118,865 118,459
Financial liabilities at fair value through profit or loss
(derivatives not included in a hedging relationship
and contingent consideration)
13,289 13,289 13,289
Measurement in accordance with IAS 39
Fair value
recognized
Carrying Fair value in other Measurement in
(EUR thousand) amount
12/31/2016
Amortized cost through
profit or loss
comprehensive
income
accordance with
other IFRSs
Fair value
12/31/2016
Assets
Trade receivables 1,390,397 929,388 461,009 1,390,397
of which PoC receivables 461,009 461,009 461,009
Income tax receivables 25,832 25,832 25,832
Cash and cash equivalents 929,120 929,120 929,120
Other financial assets 204,596 105,045 3,416 9,098 87,037 204,596
By IAS 39 measurement category
Loans and receivables 1,940,985 1,940,985 1,940,985
of which cash and cash equivalents 929,120 929,120 929,120
of which trade receivables 929,388 929,388 929,388
of which other financial assets 82,477 82,477 82,477
Available-for-sale investments 31,666 22,568 9,098 31,666
Financial assets at fair value through profit or loss
(derivatives not included in a recognized hedging
relationship)
3,416 3,416 3,416
Liabilities
Trade payables 624,817 624,817 624,817
Financial liabilities 175,957 146,626 18,307 1,042 9,982 177,866
of which liabilities under finance leases 9,982 9,982 9,982
of which derivatives included in hedging
relationships
1,042 1,042 1,042
Income tax liabilities 33,317 33,317 33,317
Other liabilities 861,020 141,913 641 718,466 860,558
By IAS 39 measurement category
Financial liabilities at amortized cost 913,062 913,062 914,803
of which trade payables 624,817 624,817 624,817
of which bonds and other securitized liabilities 90,651 90,651 92,456
of which liabilities to banks 55,845 55,845 55,949
of which loan liabilities to unconsolidated
subsidiaries
130 130 130
of which other liabilities to affiliated companies 26,582 26,582 26,582
of which other liabilities 115,037 115,037 114,869
Financial liabilities at fair value through profit or loss
(derivatives not included in a hedging relationship
and contingent consideration)
18,948 18,948 18,948

Financial assets and liabilities that are measured at fair value, or for which a fair value is disclosed in the notes to the consolidated financial statements, are required to be categorized according to the fair value hierarchy described in the following. Categorization within the levels of the fair value hierarchy is based on the measurement of the underlying inputs:

Level 1 inputs: quoted prices (unadjusted) in active markets for identical financial assets and liabilities.

Level 2 inputs: quoted market prices that are observable as direct (prices) or indirect (derived from prices) inputs used to measure fair value and that are not quoted prices as defined by Level 1.

Level 3 inputs: inputs that are not based on observable market data.

The following table shows the categorization of financial assets and financial liabilities into the three-level fair value hierarchy:

Recurring fair value measurements 06/30/2017 12/31/2016
Carrying Fair value Carrying Fair value
(EUR thousand) amount Level 1 Level 2 Level 3 amount Level 1 Level 2 Level 3
Financial assets measured at fair value
Derivatives not included in hedging relationships 6,873 6,873 3,416 3,416
Available-for-sale financial assets valued at fair value 9,073 9,073 9,098 9,098
Financial liabilities measured at fair value
Derivatives included in hedging relationships 335 335 1,042 1,042
Derivatives not included in hedging relationships 12,648 12,648 18,307 18,307
Contingent consideration 641 641 641 641
Financial liabilities not measured at fair value
Promissory note bonds 91,897 92,475 90,651 92,456
Liabilities to banks 62,908 62,842 55,845 55,949
Other financial liabilities 61,196 5,413 55,377 76,106 6,091 69,847

There were no transfers between the levels of the fair value hierarchy in the first six months of fiscal year 2017.

The fair value of derivatives is calculated using quoted exchange rates and yield curves observable in the market. Accordingly, these are categorized within Level 2 of the fair value hierarchy.

The fair value of borrower's note loans and liabilities to banks is measured on the basis of the yield curve, taking into account credit spreads. They are therefore categorized within Level 2 of the fair value hierarchy. The interest deferred as of the reporting date is included in the fair values.

The fair values of trade receivables, cash and cash equivalents, and other financial receivables essentially correspond to the carrying amounts; this is due to the predominantly short remaining maturities.

Included in other financial liabilities are shares of limited partners transferred in the course of a company acquisition that qualify as borrowed capital under the IFRS. The fair value of this instrument is measured using contractual cash flows on the basis of the yield curve, taking into account credit spreads. Accordingly, these are categorized within Level 2 of the fair value hierarchy.

Certain other financial liabilities resulting from the sale of GEA's former Heat Exchangers Segment, which was completed in 2014, are categorized within Level 3 of the fair value hierarchy, since their fair value is measured on the basis of the present value of future cash outflows expected on the basis of contractual obligations associated with the sale.

A receivable relating to the former raw material activities of Metallgesellschaft AG that had previously been written off was allocated to Level 3 financial instruments; its fair value is determined by means of a present value calculation on the basis of the debtor's payment plan.

Financial liabilities resulting from contingent purchase price considerations are also assigned to Level 3 of the fair value hierarchy. The fair value of these liabilities is determined by means of present value calculations, taking into account various inputs that are not observable in the market, and that are based in particular on corporate planning, as specified in the respective purchase price clauses.

4. Consolidated income statement disclosures

Restructuring expenses relating to the "Fit for 2020" project

The "Fit for 2020" project is a constituent part of the company's strategic reorientation effort. It aims to bring about substantial savings and promote further growth by optimizing the company's organizational structure. For example, the development and manufacturing of products and the provision of process solutions have been bundled in two new Business Areas – Equipment and Solutions. This new structure with business areas of roughly equal size and strength promises greater operational synergies across technologies and applications, and helps achieve functional excellence by standardizing processes. For GEA's customers this means one country organization per country as a central point of contact offering the entire product portfolio and all services on a local basis. The new structure was implemented in June 2015 and has now been completed on schedule.

In the first half of 2017, restructuring expenses of EUR 0.6 million (previous year: negative restructuring expenses of EUR 12.5 million) were recorded in respect of the "Fit for 2020" project. The income carried in the first half of 2016 was primarily due to lower-than-expected expenses for contractual redundancy payments. The restructuring provisions recognized as of June 30, 2017 amounted to EUR 19.3 million (previous year: EUR 49.1 million).

Income tax expense

The income taxes disclosed for continuing operations in the interim reporting period were calculated using an estimated tax rate of 22.0 percent (previous year: 19.0 percent).

5. Statement of comprehensive income and consolidated statement of changes in equity disclosures

Share buyback program/treasury shares

On February 6, 2017, the Executive Board of GEA Group Aktiengesellschaft with the approval of the Supervisory Board, in applying powers granted to it by the Annual General Meeting of April 16, 2015 to acquire and appropriate treasury shares, decided that the company should purchase treasury shares with a total value of up to EUR 450 million (net of incidental purchase costs) on the stock exchange during the period from March 1, 2017 to February 28, 2018. The shares are to be repurchased so that they can be retired.

During the first six months of 2017, GEA purchased 7,273,863 shares or 3.78 percent of its share capital for EUR 273,980 thousand at an average price of EUR 37.67 per share. As of June 30, 2017, these were registered as treasury shares. The notional capital of EUR 19,664 thousand attributable to these shares was deducted from the issued capital and the retained earnings reduced by EUR 254,316 thousand.

In addition, transaction costs for the share buyback scheme amounting to EUR 1,061 thousand were deducted from the retained earnings after income tax.

Translation of foreign operations

The change in exchange differences on translating foreign operations amounted to EUR –93,161 thousand in the first half of 2017 (previous year: EUR –17,008 thousand) and, as in the prior-year period, resulted primarily from the fall in the value of the U.S. dollar and the Chinese renminbi against the euro.

6. Segment reporting

GEA's business activities are divided into the following two business areas:

Business Area Equipment

The Business Area Equipment brings together all activities ranging from largely standardized to customer-specific equipment offerings. The products are mainly manufactured as part of series production on a standardized and modular basis. Typical products of the business area include separators, valves, pumps, homogenizers, and refrigeration equipment such as compressors. The portfolio of equipment also includes process technology for food processing and packaging. The product range also extends to dairy equipment, feeding systems, and slurry engineering.

(EUR million) BA Equipment BA Solutions Others Consolidation GEA
Q2 2017
Order Intake 622.0 671.5 –52.5 1,241.1
External revenue 543.7 594.8 1,138.5
Intersegment revenue 41.8 6.9 –48.7
Total revenue 585.5 601.7 –48.7 1,138.5
Operating EBITDA* 96.9 35.1 –9.6 122.4
as % of revenue 16.5 5.8 10.8
EBITDA 93.1 32.5 –19.0 106.6
Operating EBIT* 82.4 30.7 –11.2 101.9
as % of revenue 14.1 5.1 8.9
EBIT 73.8 25.5 –20.6 78.7
as % of revenue 12.6 4.2 6.9
Additions to property, plant and equipment
and intangible assets
10.6 6.2 15.3 32.1
Depreciation and amortization 19.3 7.0 1.7 27.9
Q2 2016
Order Intake 617.2 658.6 –53.8 1,222.1
External revenue 528.1 628.8 1,156.9
Intersegment revenue 42.8 4.9 –47.7
Total revenue 570.9 633.7 –47.7 1,156.9
Operating EBITDA* 86.0 61.7 –3.0 0.5 145.2
as % of revenue 15.1 9.7 12.6
EBITDA 88.5 62.5 –14.2 0.5 137.3
Operating EBIT* 72.1 57.1 –4.5 0.5 125.2
as % of revenue 12.6 9.0 10.8
EBIT 69.6 53.8 –15.7 0.5 108.2
as % of revenue 12.2 8.5 9.3
Additions to property, plant and equipment and
intangible assets
12.6 134.9 1.7 149.3
Depreciation and amortization 19.0 8.6 1.5 29.2

*) Before effects of purchase price allocations and adjustments (see page 36)

Business Area Solutions

The Business Area Solutions brings together all Group activities that largely consist of marketing customer-specific and modular solutions, and projects. This business area tailors its products and services to the specific application or customer requirements. The offering mainly comprises the design and development of process solutions for the dairy processing, baking, brewing, food, beverages, pharma, and chemical industries.

(EUR million) BA Equipment BA Solutions Others Consolidation GEA
Q1-Q2 2017
Order Intake 1,243.7 1,235.6 –102.2 2,377.1
External revenue 1,032.7 1,109.7 2,142.4
Intersegment revenue 84.5 12.7 –97.2
Total revenue 1,117.1 1,122.4 –97.2 2,142.4
Operating EBITDA1 166.2 58.7 –6.5 0.5 218.8
as % of revenue 14.9 5.2 10.2
EBITDA 160.5 54.8 –18.4 0.5 197.5
Operating EBIT1 137.7 49.6 –9.6 0.5 178.2
as % of revenue 12.3 4.4 8.3
EBIT 122.6 40.6 –21.4 0.5 142.3
as % of revenue 11.0 3.6 6.6
ROCE in %2 18.6 14.0 15.1
Segment assets 3,822.1 2,915.3 3,487.4 –4,557.4 5,667.4
Segment liabilities 1,753.1 1,647.0 2,359.5 –2,697.3 3,062.5
Working Capital (reporting date)3 606.3 121.5 –16.1 –6.1 705.6
Additions to property, plant and equipment
and intangible assets
24.3 11.5 17.6 53.4
Depreciation and amortization 38.0 14.2 3.1 55.2
Q1-Q2 2016
Order Intake 1,187.6 1,280.8 –102.0 2,366.4
External revenue 977.4 1,120.7 2,098.1
Intersegment revenue 84.3 8.4 –92.7
Total revenue 1,061.7 1,129.2 –92.7 2,098.1
Operating EBITDA1 158.3 88.2 –8.9 1.5 239.1
as % of revenue 14.9 7.8 11.4
EBITDA 161.0 85.0 –25.0 1.5 222.5
Operating EBIT1 131.1 79.0 –12.0 1.5 199.5
as % of revenue 12.3 7.0 9.5
EBIT 123.7 70.1 –28.1 1.5 167.2
as % of revenue 11.6 6.2 8.0
ROCE in %2 19.3 31.9 19.7
Segment assets 3,569.9 2,958.4 3,568.1 –4,291.5 5,804.9
Segment liabilities 1,660.8 1,640.0 2,225.1 –2,465.0 3,060.9
Working Capital (reporting date)3 557.9 98.8 1.6 –6.9 651.4
Additions to property, plant and equipment and
intangible assets
22.6 138.4 6.7 –4.0 163.6
Depreciation and amortization 37.3 14.9 3.1 55.3

1) Before effects of purchase price allocations and adjustments (see page 36)

2) ROCE = EBIT/capital employed; EBIT and capital employed both calculated as the average for the last 12 months and before effects relating to goodwill from the acquisition of the former GEA AG by the former

Metallgesellschaft AG in 1999; capital employed = non-current assets + working capital

3) Working capital = inventories + trade receivables – trade payables – advance payments received

Order intake is recognized on the basis of legally valid contracts. Intersegment revenue is calculated using standard market prices.

In accordance with the internal management system as described in the 2016 Annual Report, the key indicators for the operating result as used by the management for controlling purposes are operating EBITDA and operating EBIT. Thus, these key indicators were adjusted for items which, in the opinion of the management, do not reflect GEA's financial achievements in the period under review. This relates, on the one hand, to adjustments for purchase price allocation effects that were determined for all significant past acquisitions, and, on the other, to the adjustment of expenses for strategy projects. These include restructuring costs, expenses for external consultants, outlay on scheduled and completed company acquisitions, together with other material expenses and internal costs directly attributable to the projects. The following strategic projects were underway in the period under review:

  • "OneGEA Finance", which aims to align the financial information and management systems to the new functional OneGEA organization
  • "Operational Excellence" to optimize engineering, production and procurement
  • "IT Excellence" to standardize and outsource the IT platform as the basis for digital transformation
  • "Digitalization" to develop GEA's digital product portfolio
  • Projects to effect acquisitions

The indicators were also adjusted for follow-up expenses in respect of the now concluded "Fit for 2020" project.

In accordance with this definition, operating EBIT for the first half of 2017 was adjusted for expenses for strategy projects totaling EUR 20.5 million (previous year: EUR 16.0 million). EUR 11.2 million (previous year EUR 15.0 million) of this total was attributable to follow-up expenses in respect of the concluded "Fit for 2020" project, including implementation of the Shared Service Center. These expenses include restructuring expenses totaling EUR 0.6 million (previous year: EUR –12.5 million). The figures were also adjusted for expenses totaling EUR 5.0 million and EUR 1.9 million for the "OneGEA Finance" and "IT Excellence" projects respectively.

In accordance with the internal management system, the profitability of the two business areas is measured using earnings before interest, tax, depreciation and impairment losses/reversals of impairment (EBITDA), along with earnings before interest and tax (EBIT). These indicators correspond to the values shown in the income statement.

Impairment losses include all impairment losses on property, plant, and equipment, intangible assets, and investment property.

Notes to the Consolidated Financial Statements

Reconciliation of operating EBITDA to EBIT
(EUR million)
Q2
2017
Q2
2016
Change
in %
Q1-Q2
2017
Q1-Q2
2016
Change
in %
Operating EBITDA 122.4 145.2 –15.7 218.8 239.1 –8.5
Depreciation of property, plant and equipment, investment property,
and amortization of intangible assets
–20.6 –20.1 –40.7 –39.6
Operating EBIT 101.9 125.2 –18.6 178.2 199.5 –10.7
Depreciation and amortization on capitalization of purchase price
allocation
–7.4 –9.1 –14.6 –15.7
Realization of step-up amounts on inventories –0.4 –0.4 –0.9 –0.6
Adjustments –15.3 –7.5 –20.5 –16.0
EBIT 78.7 108.2 –27.3 142.3 167.2 –14.9
Reconciliation EBITDA to EBIT
(EUR million)
Q2
2017
Q2
2016
Change
in %
Q1-Q2
2017
Q1-Q2
2016
Change
in %
EBITDA 106.6 137.3 –22.4 197.5 222.5 –11.3
Depreciation of property, plant and equipment, investment property,
and amortization of intangible assets
–27.9 –29.2 4.2 –55.2 –55.3 0.2
EBIT 78.7 108.2 –27.3 142.3 167.2 –14.9

A reconciliation of EBIT to profit or loss before income tax is contained in the income statement.

ROCE is regularly used to assess how effectively the capital invested in business operations is being used.

The recognition and measurement policies for assets and liabilities of the business areas, and hence also for working capital, are the same as those used in the group and described in the accounting policies section of the 2016 Annual Report.

The following table shows the reconciliation of working capital to total assets:

Reconciliation of working capital to total assets
(EUR million) 06/30/2017 06/30/2016
Working capital (reporting date) 705.6 651.4
Working capital (reporting date) of Ruhr-Zink –0.3 –0.2
Non-current assets 2,926.2 2,992.0
Income tax receivables 28.4 29.1
Other current financial assets 222.2 389.2
Cash and cash equivalents 498.5 558.0
Assets held for sale 5.3 5.6
plus trade payables 600.4 556.0
plus advance payments in respect of orders and construction contracts 325.1 301.2
plus gross amount due to customers for contract work 356.1 322.5
Total assets 5,667.4 5,804.9

7. Related party transactions

There were no material related party transactions with an effect on the results of operations, financial position, and net assets.

Responsibility Statement

To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position, and profit or loss of the group, and the interim management report of the group includes a fair review of the development and performance of the business and the position of the group, together with a description of the material opportunities and risks associated with the expected development of the group for the remaining months of the fiscal year.

Düsseldorf, July 25, 2017

The Executive Board

Jürg Oleas Dr. Helmut Schmale Steffen Bersch Niels Erik Olsen

Financial Calendar

November 3, 2017.................................... Quarterly Statement for the period to September 30, 2017

The GEA Stock: Key data

WKN 660 200
ISIN DE0006602006
Reuters code G1AG.DE
Bloomberg code G1A.GR
Xetra G1A.DE

American Depository Receipts (ADR)

CUSIP 361592108
Symbol GEAGY
Sponsor Deutsche Bank Trust Company Americas
ADR-Level 1
Ratio 1:1

Communication, Marketing & Branding

Phone +49 (0)211 9136-1492
Fax +49 (0)211 9136-31492
Mail [email protected]

Investor Relations

Phone +49 (0)211 9136-1082 Fax +49 (0)211 9136-31082 Mail [email protected]

Imprint

Published by: GEA Group Aktiengesellschaft
Peter-Müller-Straße 12
40468 Düsseldorf
Germany
gea.com
Layout: kPaD Andreas Dillhöfer

This report includes forward-looking statements on GEA Group Aktiengesellschaft, its subsidiaries and associates, and on the economic and political conditions that may influence the business performance of GEA. All these statements are based on assumptions made by the Executive Board using information available to it at the time. Should these assumptions prove to be wholly or partly incorrect, or should further risks arise, actual business performance may differ from that expected. The Executive Board therefore cannot assume any liability for the statements made.

Note regarding the rounding of figures Due to the commercial rounding of figures and percentages, small deviations may occur.

Note to the Half-yearly Financial Report This Half-yearly Financial Report statement is the English translation of the original German version; in case of deviations between these two, the German version prevails.

We live our values.

Excellence • Passion • Integrity • Responsibility • GEA-versity

GEA is a global technology company with multi-billion euro sales and operations in more than 50 countries. Founded in 1881 the company is one of the largest providers of innovative equipment and process technology. GEA is listed in the STOXX® Europe 600 Index.

GEA Group Aktiengesellschaft

Peter-Müller-Straße 12 40468 Düsseldorf Germany Phone: +49 211 9136-0 gea.com

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