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GEA Group AG

Quarterly Report Aug 1, 2016

176_10-q_2016-08-01_f5c11c6a-a664-4952-9a3d-5290c4c8950f.pdf

Quarterly Report

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Q2January 1 – June 30, 2016 Half-yearly Financial Report

Contents

3 Summary
Management Report 4 Management Report
17 Report on Risks and Opportunities
17 Report on Expected Developments
GEA Shares 19
Consolidated Financial Statements 22 Consolidated Balance Sheet
24 Consolidated Income Statement/
Consolidated Statement of Comprehensive Income
28 Consolidated Cash Flow Statement
29 Consolidated Statement of Changes in Equity
30 Notes to the Consolidated Financial Statements
44 Responsibility Statement
Financial Calendar/Imprint 45

GEA increases operating EBITDA margin to 12.6 percent

In the second quarter of 2016, GEA posted organic growth in order intake of 7.3 percent, up to EUR 1,222 million. While the situation in dairy farming remained challenging, performance in that customer industry was more than compensated by, in some cases, double-digit growth in other industries, for example, in food, where GEA's new group structure is now bearing fruit. After a relatively subdued first quarter of 2016 – and despite a good prior-year quarter in 2015 – revenue in the second quarter was on a par with the previous year.

The figures for operating EBITDA and the corresponding margin represent all-time highs for GEA, both for a second quarter (EUR 145.2 million and 12.6 percent respectively) as well as for the first six months of a year (EUR 239.1 million and 11.4 percent respectively). Adjusted for strategy projects, the cash flow driver margin for the last 12 months amounted to 11.1 percent, compared with 10.5 percent for the prior-year period.

"Robust order intake coupled with very good order-backlog figures are an excellent basis for realising our full-year targets, which we can confirm," said Jürg Oleas, Chairman of the Executive Board of GEA in his appraisal of the present situation.

Q2 Q2 Change Q1-Q2 Q1-Q2 Change
(EUR million) 2016 2015 in % 2016 2015 in %
Results of operations
Order intake 1,222.1 1,148.8 6.4 2,366.4 2,276.2 4.0
Revenue 1,156.9 1,150.1 0.6 2,098.1 2,156.5 –2.7
Operating EBITDA1 145.2 139.3 4.3 239.1 237.4 0.7
as % of revenue 12.6 12.1 11.4 11.0
Operating EBIT1 125.2 119.8 4.5 199.5 198.6 0.5
as % of revenue 10.8 10.4 9.5 9.2
EBIT 108.2 –20.9 167.2 46.6 > 100
Net assets
Working capital intensity in % (average of the last 12 months) 13.2 12.3 13.2 12.3
Net liquidity (+)/Net debt (-) 613.8 603.4 1.7 613.8 603.4 1.7
Financial position
Operating cash flow driver margin2 11.1 10.5 11.1 10.5
ROCE in % (goodwill adjusted)3 19.7 16.4 19.7 16.4
Full-time equivalents (reporting date) 17,153 17,975 –4.6 17,153 17,975 –4.6
GEA Shares
Earnings per share (EUR) 0.43 –0.11 0.61 0.10 > 100

IFRS key figures of GEA

1) Before effects of purchase price allocations and adjustments (see page 42)

2) Cash flow driver = operating EBITDA – capital expenditure – 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.

Acquisitions

GEA concluded the acquisition of Imaforni Int'l S.p.A., which is headquartered in Verona, Italy, on April 1, 2016. The leading supplier of demanding industrial processing equipment and solutions for the biscuits industry has around 210 employees and generated revenue of some EUR 85 million in fiscal year 2015. As well as complementing the earlier acquisition of Comas, the incorporation of Imaforni will further strengthen GEA's application center bakery with industrial biscuit lines mainly for hard biscuits and crackers.

Management

Dr. Stephan Petri, formerly a member of the Executive Board, left the company with effect from June 30, 2016 by mutual consent with the Executive Board and the Supervisory Board in order to pursue new challenges outside of GEA. Dr. Petri's Executive Board responsibilities will become obsolete. His former duties, including the function of Labor Relations Director, were taken over by Jürg Oleas, Chairman of the Executive Board of GEA, with effect from July 1, 2016. Thus, GEA will be managed by a team of four Executive Board members in the future.

"Fit for 2020" program

GEA's plans to implement a new group structure are proceeding according to schedule. Around 90 percent of the planned job cuts had been realized or contractually agreed by the end of the second quarter of 2016. Most of the remaining measures relate to the ongoing outsourcing of shared service activities to service partners. The transfer of several administrative processes to shared service center locations in Eastern Europe and South-East Asia is in full swing.

Report on Economic Position

Course of business

Order intake

GEA's order intake of EUR 1,222.1 million in the second quarter of 2016 was an all-time high for a second quarter. Adjusted for exchange rate fluctuations and acquisition effects (–3.3 percent and 2.4 percent respectively), order intake increased by 7.3 percent compared with the prior-year quarter. Growth in orders in the range between EUR 5 million and EUR 15 million was above average, while the volume of basic business (orders up to EUR 1 million) was up again. While the situation in the

dairy farming customer industry remained challenging, the result in that area of business was more than compensated by very significant growth in the food customer industry, in particular, due to GEA's new group structure evidently bearing fruit.

During the months of April through June this year, we secured two major contracts in Asia for a coffee project and for components for a refinery. These two projects had a combined order volume of around EUR 46 million. In the comparable prior-year quarter, the Group also posted two major orders with a total volume of EUR 55 million.

GEA 1,222.1 1,148.8 6.4 7.3 2,366.4 2,276.2 4.0 4.6
Consolidation/others –53.8 –53.1 –1.2 –102.0 –100.5 –1.5
Total 1,275.9 1,201.9 6.2 7.0 2,468.4 2,376.7 3.9 4.4
BA Solutions 658.6 628.9 4.7 3.4 1,280.8 1,217.2 5.2 4.4
BA Equipment 617.2 573.0 7.7 11.0 1,187.6 1,159.6 2.4 4.5
Order intake
(EUR million)
Q2
2016
Q2
2015
Change
in %
Adjusted growth
in %
Q1-Q2
2016
Q1-Q2
2015
Change
in %
Adjusted growth
in %

The order intake of EUR 2,366.4 for the first six months of 2016 was a new record for the first half of any financial year. This corresponds to growth of 4.0 percent compared with the previous year. Adjusted for currency translation effects (–2.8 percent) and acquisition effects (2.2 percent), growth amounted to 4.6 percent.

The following charts show trends in order intake and provide a breakdown of orders by applications based on the last 12 months:

Order intake* by applications GEA Change
Q2/2016 to Q2/2015
Share of
order intake
Dairy Farming 13%
Dairy Processing 23%
Food 24%
Beverages 12%
Food/Beverages 72%
Pharma/Chemical 14%
Other Industries 14%
Others 28%
Total 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

The order backlog rose to EUR 2,359.0 million, up by more than EUR 300 million or around 15 percent compared with December 31, 2015.

Typically, around 60 percent of the order backlog as of June 30 of a given year can be billed in the current fiscal year.

Revenue

Up 0.6 percent on the prior-year figure, Group revenue in the second quarter of 2016 totaled EUR 1,156.9 million, a new record for a second quarter. A 3.1 percent downward adjustment for exchange rate movements, coupled with 3.8 percent for acquisition effects gave rise to revenue on a par with the previous year's figure. Weakness in the markets of the dairy farming and dairy processing customer industries was almost fully compensated by significant double-digit growth in the pharma/ chemical and food customer industries.

The book-to-bill ratio, i.e. the ratio of order intake to revenue, was around 1.1 in the quarter under review.

Revenue
(EUR million)
Q2
2016
Q2
2015
Change
in %
Adjusted growth
in %
Q1-Q2
2016
Q1-Q2
2015
Change
in %
Adjusted growth
in %
BA Equipment 570.9 587.9 –2.9 –0.8 1,061.7 1,114.8 –4.8 –3.5
BA Solutions 633.7 612.9 3.4 –0.1 1,129.2 1,139.0 –0.9 –3.0
Total 1,204.6 1,200.8 0.3 –0.5 2,190.9 2,253.8 –2.8 –3.2
Consolidation/others –47.7 –50.7 5.9 –92.7 –97.3 4.7
GEA 1,156.9 1,150.1 0.6 –0.1 2,098.1 2,156.5 –2.7 –3.1

GEA's revenue in the first half of 2016 amounted to EUR 2,098.1 million, a decline of 2.7 percent compared with the prior-year figure. Exchange rate movements encumbered revenue by 2.5 percent, while acquisitions increased revenue by 2.8 percent. The adjusted revenue change was thus –3.1 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 GEA Change
Q2/2016 to Q2/2015
Share of
revenue
Dairy Farming 13%
Dairy Processing 21%
Food 23%
Beverages 14%
Food/Beverages 71%
Pharma/Chemical 14%
Other Industries 15%
Others 29%
Total 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

Management Report

Revenue* by regions GEA
Change
Q2/2016 to Q2/2015
Share of
revenue
Asia Pacific 24%
DACH & Eastern Europe 21%
Western Europe, Middle East & Africa 17%
North- & Central Europe 15%
Latin America 6%
North America 18%
Total 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 fell by 4.8 percent in the first half of 2016. On a constant exchange rate basis and adjusted for the Hilge acquisition, revenue declined by 3.5 percent.

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

Revenue* by applications Business Area
Equipment
Change
Q2/2016 to Q2/2015
Share of
revenue (BA)
Dairy Farming 28%
Dairy Processing 10%
Food 30%
Beverages 6%
Food/Beverages 74%
Pharma/Chemical 6%
Other Industries 19%
Others 26%
Total 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; only external business
Revenue* by regions Business Area
Equipment
Change
Q2/2016 to Q2/2015
Share of
revenue (BA)
Asia Pacific 20%
DACH & Eastern Europe 21%
Western Europe, Middle East & Africa 17%
North- & Central Europe 13%
Latin America 5%
North America 24%
Total 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; only external business

Business Area Solutions

Revenue in the Business Area Solutions also fell in the first six months of 2016, down 0.9 percent on the prior-year period. 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 applications and regions based on the last 12 months:

Revenue Business Area Solutions

by applications (average last 12 months, 3 most important applications, only external business)

Revenue* by applications Business Area
Solutions
Change
Q2/2016 to Q2/2015
Share of
revenue (BA)
Dairy Farming
Dairy Processing 31%
Food 17%
Beverages 20%
Food/Beverages 68%
Pharma/Chemical 20%
Other industries 12%
Others 32%
Total 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; only external business
Revenue* by regions Business Area
Solutions
Change
Q2/2016 to Q2/2015
Share of
revenue (BA)
Asia Pacific 27%
DACH & Eastern Europe 20%
Western Europe, Middle East & Africa 17%
North- & Central Europe 17%
Latin America 6%
North America 13%
Total 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; only external business

Results of operations, financial position and net assets

Results of operations

During the first half of 2016, the definition of operative earnings as used by the management for controlling purposes was defined more precisely in the context of the guidelines on alternative performance measures published by the European Securities and Markets Authority (ESMA): As in previous years, figures for operating results were adjusted for items which, in the opinion of the management, do not reflect GEA's financial performance in the respective period. 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 (see page 42).

Operating EBITDA for the first half of 2016 was adjusted for expenses for strategy projects totaling EUR 16.0 million (previous year: EUR 137.9 million).

Thanks, in particular, to savings made, but also to the contribution made by acquisitions, GEA's operating EBITDA in the second quarter of the year under review was EUR 6.0 million above the level of the previous year. The operating EBITDA margin improved further from 12.1 percent to 12.6 percent.

Despite a 2.7 percent fall in revenue volume, operating EBITDA in the first half of the year was slightly above the previous year's level, in particular due to savings from the "Fit for 2020" program and the contribution made by acquisitions. The operating EBITDA margin amounted to 11.4 percent compared with 11.0 percent in the previous year. The figures for both operating EBITDA and corresponding margin represent all-time highs for GEA for a second quarter and the first six months of a year.

Operating EBITDA/operating EBITDA margin* Q2 Q2 Change Q1-Q2 Q1-Q2 Change
(EUR million) 2016 2015 in % 2016 2015 in %
BA Equipment 86.0 84.5 1.9 158.3 151.8 4.3
as % of revenue 15.1 14.4 14.9 13.6
BA Solutions 61.7 58.1 6.2 88.2 90.4 –2.4
as % of revenue 9.7 9.5 7.8 7.9
Total 147.8 142.6 3.6 246.5 242.2 1.8
Consolidation/others –2.5 –3.3 23.5 –7.4 –4.8 –55.6
GEA 145.2 139.3 4.3 239.1 237.4 0.7
as % of revenue 12.6 12.1 11.4 11.0

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

*) Before effects of purchase price allocations and adjustments (see page 42)

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
2016
Q2
2015
Change
in %
Q1-Q2
2016
Q1-Q2
2015
Change
in %
Operating EBITDA* 145.2 139.3 4.3 239.1 237.4 0.7
Realization of step-up amounts on inventories –0.4 –0.1 –0.6 –0.1
Adjustments –7.5 –132.8 –16.0 –137.9
EBITDA 137.3 6.4 > 100 222.5 99.4 > 100
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 noncurrent assets
–29.2 –27.3 –55.3 –52.8
EBIT 108.2 –20.9 167.2 46.6 > 100
Depreciation and amortization on capitalization of purchase price
allocation
9.1 6.3 15.7 12.4
Realization of step-up amounts on inventories 0.4 0.1 0.6 0.1
Adjustments 7.5 134.3 16.0 139.4
Operating EBIT* 125.2 119.8 4.5 199.5 198.6 0.5

*) Before effects of purchase price allocations and adjustments (see page 42)

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

Operating EBIT/operating EBIT margin*
(EUR million)
Q2
2016
Q2
2015
Change
in %
Q1-Q2
2016
Q1-Q2
2015
Change
in %
BA Equipment 72.1 71.5 0.8 131.1 125.8 4.2
as % of revenue 12.6 12.2 12.3 11.3
BA Solutions 57.1 53.3 7.2 79.0 80.7 –2.2
as % of revenue 9.0 8.7 7.0 7.1
Total 129.2 124.8 3.6 210.0 206.5 1.7
Consolidation/others –4.0 –5.0 18.6 –10.6 –8.0 –32.2
GEA 125.2 119.8 4.5 199.5 198.6 0.5
as % of revenue 10.8 10.4 9.5 9.2

*) Before effects of purchase price allocations and adjustments (see page 42)

Management Report

Key figures: Results of operations
(EUR million)
Q2
2016
Q2
2015
Change
in %
Q1-Q2
2016
Q1-Q2
2015
Change
in %
Revenue 1,156.9 1,150.1 0.6 2,098.1 2,156.5 –2.7
Operating EBITDA* 145.2 139.3 4.3 239.1 237.4 0.7
EBITDA 137.3 6.4 > 100 222.5 99.4 > 100
Operating EBIT* 125.2 119.8 4.5 199.5 198.6 0.5
EBIT 108.2 –20.9 167.2 46.6 > 100
Interest 6.5 9.2 –29.2 23.2 20.9 10.8
EBT 101.7 –30.1 144.0 25.7 > 100
Income taxes 19.3 –6.6 27.4 5.7 > 100
Profit after tax from continuing operations 82.4 –23.4 116.6 20.0 > 100
Profit/loss after tax from discontinued operations 0.4 1.7 –74.2 0.5 –1.3
Profit for the period 82.8 –21.8 117.1 18.7 > 100

*) Before effects of purchase price allocations and adjustments (see page 42)

The EUR 2.3 million increase 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 income due to the decline in interest rates. By contrast, the lower interest payments on liabilities to banks had a positive effect on the result.

An income tax rate of 19.0 percent is expected for fiscal year 2016 and this figure was also used as the basis for calculating the tax expenditure for the first six months of the year.

At EUR 0.5 million, discontinued operations generated a slight gain in the first half of 2016. With regard to this item, the negative impact of further changes in the discount rate used to measure the non-current provisions set up for the former mining activities of mg technologies ag was offset by income from a settlement concluded by Lentjes. In the previous year, the EUR 1.3 million loss reported by discontinued operations was primarily the result of currency effects when measuring financial liabilities from the sale of GEA's former Heat Exchangers Segment.

Consolidated profit amounted to EUR 82.8 million in the quarter under review (previous year: EUR –21.8 million). Based on the unchanged average number of shares compared with the previous year (192,495,476), this corresponds to earnings per share of EUR 0.43 (previous year: EUR –0.11).

In the first six months of the year, consolidated profit amounted to EUR 117.1 million (previous year: EUR 18.7 million). This corresponds to earnings per share of EUR 0.61 (previous year: EUR 0.10).

Financial position

Net liquidity including discontinued operations continued to improve compared with the prior-year period, increasing from EUR 603.4 million to EUR 613.8 million.

Overview of net liquidity incl. discontinued operations
(EUR million) 06/30/2016 12/31/2015 06/30/2015
Cash and cash equivalents 558.0 1,174.2 790.4
Fixed deposits with a remaining period ≤ 1 year 200.0 200.0 200.0
Securities 1.0 37.0 37.0
Liabilities to banks 145.2 146.5 147.4
Bonds 282.7 276.6
Net liquidity (+)/Net debt (-) 613.8 982.0 603.4

Guarantee lines – which are mainly used for contract performance, advance payments, and warranties – of EUR 1,444.3 million (December 31, 2015: EUR 1,463.4 million) were available to GEA as of the reporting date, of which EUR 466.0 million (December 31, 2015: EUR 481.4 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
2016
Q1-Q2
2015
Change
absolute
Cash flow from operating activities –71.9 –13.3 –58.7
Cash flow from investing activities –91.4 –125.4 34.0
Free cash flow –163.3 –138.7 –24.6
Cash flow from financing activities –460.6 –255.6 –204.9
Net cash flow from discontinued operations 2.4 –20.2 22.6
Change in unrestricted cash and cash equivalents –623.1 –405.0 –218.2

Cash flow from operating activities attributable to continuing operations amounted to EUR –71.9 million since the start of the year, EUR 58.7 million below the previous year's level. Here, cash outflows for the "Fit for 2020" program and the effect of changes in other operating assets and liabilities could not be fully compensated by the marked increase in EBITDA and a lower rise in working capital.

The sale of an EONIA bond worth EUR 37.0 million produced an improvement in cash flow from investing activities from EUR –125.4 million in the previous year to EUR –91.4 million in the period under review.

Cash flow from financing activities attributable to continued operations reflected the dividend payout (EUR 154.0 million) and, in particular, the timely repayment of the bullet bond (EUR 274.7 million). In the previous year, this balance-sheet item also included the dividend payout, in addition to the repayment ahead of schedule of the EUR 100.0 million loan from the European Investment Bank (EIB).

Cash flow drivers

The adjusted cash flow driver margin for the last 12 months amounted to 11.1 percent, compared with 10.5 percent for the prior-year period.

Operating cash flow driver/operating cash flow driver margin
(EUR million)
06/30/2016
Operating EBITDA (last 12 months) 622.6
Capital expenditure on property, plant and equipment (last 12 months) –85.6
Change in Working Capital (average of the last 12 months) –31.2
Operating Cash flow driver
(Operating EBITDA - Capex -/+Change in Working Capital)
505.8
as % of revenue (last 12 months) 11.1

Net assets

Condensed balance sheet as % of as % of Change
(EUR million) 06/30/2016 total assets 12/31/2015 total assets in %
Assets
Non-current assets 2,992.0 51.5 2,873.9 46.9 4.1
thereof goodwill 1,497.7 25.8 1,431.5 23.4 4.6
thereof deferred taxes 503.6 8.7 491.1 8.0 2.5
Current assets 2,812.9 48.5 3,247.3 53.1 –13.4
thereof cash and cash equivalents 558.0 9.6 1,174.2 19.2 –52.5
thereof assets held for sale 5.6 0.1 8.1 0.1 –31.6
Total assets 5,804.9 100.0 6,121.2 100.0 –5.2
Equity and liabilities
Equity 2,743.9 47.3 2,844.2 46.5 –3.5
Non-current liabilities 1,360.8 23.4 1,272.6 20.8 6.9
thereof financial liabilities 175.5 3.0 177.0 2.9 –0.9
thereof deferred taxes 128.7 2.2 111.2 1.8 15.8
Current liabilities 1,700.1 29.3 2,004.4 32.7 –15.2
thereof financial liabilities 20.8 0.4 300.7 4.9 –93.1
Total equity and liabilities 5,804.9 100.0 6,121.2 100.0 –5.2

The reduction in total assets compared with December 31, 2015 is due in particular to the decrease in cash funds. By contrast, inventories, trade receivables and – due to acquisitions made – goodwill all posted increases.

Compared with December 31, 2015, equity fell by EUR 100.3 million to EUR 2,743.9 million. Although the consolidated profit of EUR 117.1 million served to bolster equity, this indicator was reduced by a dividend payout of EUR 154.0 million and the effect of a change in the interest rate applied to the measurement of pension obligations (EUR 45.7 million) and from currency translation (EUR 17.0 million).

The above-mentioned effects from the measurement of pension obligations were the prime cause of the EUR 88.2 million rise in non-current liabilities towards the end of 2015. Primarily due to the timely repayment of the bullet bond, current liabilities were EUR 304.3 million below the figure for December 31, 2015. Within this balance-sheet item, effects arising from the utilization of provisions for personnel expenses and lower trade payables were almost completely offset by a rise in the volume of advance payments received.

Employees

Total 17,153 100.0% 17,533 100.0% 17,975 100.0%
Latin America 361 2.1% 355 2.0% 379 2.1%
North America 1,744 10.2% 1,829 10.4% 2,025 11.3%
Western Europe, Middle East & Africa 2,769 16.1% 2,664 15.2% 2,529 14.1%
Asia Pacific 2,926 17.1% 2,901 16.5% 3,067 17.1%
North & Central Europe 2,970 17.3% 3,118 17.8% 3,249 18.1%
DACH & Eastern Europe 6,385 37.2% 6,667 38.0% 6,726 37.4%
Employees* by region 06/30/2016 12/31/2015 06/30/2015

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

Research and development

Research and development (R&D) expenses*
(EUR million)
Q2
2016
Q2
2015
Change
in %
Q1-Q2
2016
Q1-Q2
2015
Change
in %
R&D expenses adjusted 20.8 21.1 –1.7 41.8 41.0 2.1
R&D ratio (as % of revenue) 1.8 1.8 2.0 1.9

*) Incl. refunded expenses (contract costs)

Report on Risks and Opportunities

There was no significant change in the overall assessment of risks and opportunities in the reporting period compared with the position presented in the 2015 Annual Report.

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 known risks, in line with the relevant requirements.

Report on Expected Developments

Economic environment in 2016/2017

In its current "World Economic Outlook Update" (July 2016), the International Monetary Fund (IMF) again slightly revised down its growth forecast for the global economy. According to the forecast, the world economy is set to grow by just 3.1 percent this year, and by 3.4 percent in 2017. Thus, the latest predictions are both 0.1 percentage points below the forecasts submitted in April 2016. Should the general economic environment suffer further cooling, the Fund does not rule out even weaker growth of just 2.8 percent for each of the two years in question.

Above all, the Brexit vote in the UK referendum had fueled market anxieties and this was now hampering investments. The UK's decision to leave the EU had come at a time of weak growth for the global economy anyway. Experts predict that the repercussions in the USA and China will be far less severe than in Europe. Without the Brexit vote, the IMF would have raised its forecasts slightly for 2016 and 2017 in the euro area as well as for 2017 for the world economy.

Business outlook

The forecast is made under the assumption that there will be no further slowdown in global economic growth and no significant exchange rate fluctuations. Acquisitions made in 2016 are not included in the calculation of the key performance indicators. Moreover, the indicators will continue to be adjusted for expenses for strategy projects (see page 42). Expected savings from group restructuring are already included in the forecast.

Revenue

GEA is aiming to generate moderate revenue growth in 2016. This forecast is largely due to lower growth in capital goods that is expected in light of lower growth rates in the emerging markets. Although the significant fall in oil prices will generate growth momentum – with the exception of the oil processing industry and in the oil producing countries – the necessary structural reforms in some countries and the ongoing high geopolitical risk are perceived as having a negative impact on global economic growth.

Earnings

Regarding the operating EBITDA, GEA is expecting between EUR 645 million and EUR 715 million (previous year: EUR 621 million) for the current fiscal year.

Cash flow driver margin

With respect to our operating cash flow drivers, i.e. the net amount of operating EBITDA, the change in working capital, and capital expenditure, we are aiming for a ratio to revenue of between 10.0 percent and 11.0 percent in 2016.

Summary

All told, provided that there is no further slowdown in the global economy, GEA expects the Group as a whole to record moderate growth. The continual increase in profitability together with the ongoing focus on liquidity generation should help to ensure that we have the financial leeway to successfully implement the strategic growth targets. With regard to the distribution ratio, our objective is to keep distributing between 40 and 50 percent of net income to our shareholders.

Düsseldorf, July 26, 2016

The Executive Board

GEA Shares

Both the DAX and the MDAX fell by around three percent in the second quarter of the year. This was triggered first and foremost by the Brexit vote in the UK referendum at the end of the second quarter. The financial markets reacted to the somewhat unexpected decision of the United Kingdom to leave the EU with significant price markdowns.

The GEA share shed 2 percent of its value over the quarter to close the period under review at EUR 42.27. Thus, in the second quarter of 2016, GEA shares outperformed the DAX and MDAX by 1 percentage point respectively, these indices closing the quarter at 9,680 and 19,843 points respectively. This was, however, 2 percentage points worse than the performance of the respective benchmark – the STOXX® Europe TMI Industrial Engineering index (closing price of 361.58).

In the space of a year, GEA's market capitalization rose by 5.7 percent as of June 30, 2016, while the benchmark index fell by 5.6 percent.

GEA shares compared to STOXX ® Europe TMI Industrial Engineering

(Reporting date 06/30/2016) Change in market capitalization (percentage points)*
Last 3 months -1.8
Last 6 months 9.9
Last 9 months 13.0
Last 12 months 11.3
Last 24 months 19.0
Last 36 months 39.3
Last 48 months 72.1
> 10 percentage points
3 to 10 percentage points
3 to –3 percentage points
–3 to –10 percentage points
> –10 percentage points

*) Based on shares issues by GEA Group Aktiengesellschaft as on the particular reporting date

Key performance indicators for GEA shares (prices: XETRA closing prices) Q2
2016
Q2
2015
Q1-Q2
2016
Q1-Q2
2015
Shares issued (June 30, million)1 192.5 192.5 192.5 192.5
Weighted average number of shares outstanding (million) 192.5 192.5 192.5 192.5
Share price (June 30, EUR)1 42.27 40.01 42.27 40.01
High (EUR) 43.85 46.82 43.85 46.82
Low (EUR) 39.46 40.01 33.68 35.07
Market capitalization (June 30, EUR billion)2 8.1 7.7 8.1 7.7
Average daily trading volume (million) 0.4 0.4 0.4 0.4
Earnings per share (EUR) 0.43 –0.11 0.61 0.10

1) Or on the last trading day of reporting period

2) Based on shares issued

Shareholders with an equity interest of over 5% in accordance with disclosures
received under the WpHG (German Securities Trading Act)
06/30/2016
Kuwait Investment Office 8.9
Sun Life Financial Inc. 5.1

Consolidated Financial Statements

for the 2nd Quarter of 2016

Consolidated Balance Sheet

as of June 30, 2016

Total assets 5,804,858 6,121,232 –5.2
Current assets 2,812,884 3,247,346 –13.4
Assets held for sale 5,551 8,121 –31.6
Cash and cash equivalents 558,021 1,174,150 –52.5
Other current financial assets 389,235 372,289 4.6
Income tax receivables 29,130 26,082 11.7
Trade receivables 1,192,434 1,118,081 6.7
Inventories 638,513 548,623 16.4
Non-current assets 2,991,974 2,873,886 4.1
Deferred taxes 503,550 491,119 2.5
Other non-current financial assets 40,986 36,454 12.4
Equity-accounted investments 17,018 16,631 2.3
Other intangible assets 425,079 382,359 11.2
Goodwill 1,497,653 1,431,515 4.6
Investment property 7,676 7,736 –0.8
Property, plant and equipment 500,012 508,072 –1.6
Assets
(EUR thousand)
06/30/2016 12/31/2015 Change
in %
Equity and liabilities Change
(EUR thousand) 06/30/2016 12/31/2015 in %
Subscribed capital 520,376 520,376
Capital reserve 1,217,861 1,217,861
Retained earnings 879,972 962,515 –8.6
Accumulated other comprehensive income 125,156 142,877 –12.4
Non-controlling interests 553 570 –3.0
Equity 2,743,918 2,844,199 –3.5
Non-current provisions 142,420 145,160 –1.9
Non-current employee benefit obligations 847,947 775,594 9.3
Non-current financial liabilities 175,466 177,009 –0.9
Other non-current liabilities 66,271 63,708 4.0
Deferred taxes 128,712 111,170 15.8
Non-current liabilities 1,360,816 1,272,641 6.9
Current provisions 131,814 130,607 0.9
Current employee benefit obligations 167,621 244,235 –31.4
Current financial liabilities 20,810 300,735 –93.1
Trade payables 556,045 610,315 –8.9
Income tax liabilities 31,737 40,743 –22.1
Other current liabilities 792,097 677,757 16.9
Current liabilities 1,700,124 2,004,392 –15.2
Total equity and liabilities 5,804,858 6,121,232 –5.2

Consolidated Income Statement

April 1 – June 30, 2016

(EUR thousand) Q2
2016
Q2
2015
Change
in %
Excluding
restructuring
Restructuring
expenses
Total Excluding
restructuring
Restructuring
expenses
Total
Revenue 1,156,936 1,156,936 1,150,135 1,150,135 0.6
Cost of sales 796,306 –2,659 793,647 779,032 56,160 835,192 –5.0
Gross margin 360,630 2,659 363,289 371,103 –56,160 314,943 15.4
Selling expenses 130,141 –1,648 128,493 130,706 19,266 149,972 –14.3
Research and development
expenses
14,200 –295 13,905 18,053 8,958 27,011 –48.5
General and administrative
expenses
116,468 33 116,501 130,371 25,695 156,066 –25.4
Other income 88,886 88,886 70,892 70,892 25.4
Other expenses 85,946 –106 85,840 68,683 5,620 74,303 15.5
Share of profit or loss of
equity-accounted investments
769 769 426 426 80.5
Other financial income 206 206
Other financial expenses 38 38
Earnings before interest and
tax (EBIT)
103,492 4,675 108,167 94,814 –115,699 –20,885
Interest income 1,569 2,821 –44.4
Interest expense 8,066 11,997 –32.8
Profit before tax from
continuing operations
101,670 –30,061
Income taxes 19,317 –6,613 > 100
Profit after tax from
continuing operations
82,353 –23,448
Profit or loss after tax from
discontinued operations
427 1,658 –74.2
Profit for the period 82,780 –21,790
of which attributable to
shareholders of GEA Group AG
82,784 –21,788
of which attributable to
non-controlling interests
–4 –2 –100.0
Weighted average number of ordinary shares used to calculate basic and diluted
earnings per share (million)
192.5 192.5
Basic and diluted earnings per share 0.43 –0.11
Basic and diluted earnings per share from discontinued operations 0.00 0.01 –74.2
Basic and diluted earnings per share from continuing operations 0.43 –0.12
(EUR) Q2
2016
Q2
2015

Consolidated Statement of Comprehensive Income April 1 – June 30, 2016

Q2
Change
2015 in %
–21,790
70,909
–52,040
3,119
21,988 –63.5
198 > 100
200 > 100
–2 –100.0

Consolidated Income Statement

January 1 – June 30, 2016

(EUR thousand) Q1-Q2
2016
Q1-Q2
2015
Change
in %
Excluding
restructuring
Restructuring
expenses
Total Excluding
restructuring
Restructuring
expenses
Total
Revenue 2,098,148 2,098,148 2,156,500 2,156,500 –2.7
Cost of sales 1,442,406 –7,196 1,435,210 1,470,743 56,160 1,526,903 –6.0
Gross margin 655,742 7,196 662,938 685,757 –56,160 629,597 5.3
Selling expenses 252,460 –3,174 249,286 254,729 19,266 273,995 –9.0
Research and development
expenses
29,629 –1,020 28,609 34,629 8,958 43,587 –34.4
General and administrative
expenses
228,613 –2,423 226,190 237,706 25,695 263,401 –14.1
Other income 174,430 174,430 205,953 205,953 –15.3
Other expenses 165,883 1,283 167,166 204,092 5,620 209,712 –20.3
Share of profit or loss of
equity-accounted investments
1,152 1,152 944 944 22.0
Other financial income 814 814
Other financial expenses 75 75
Earnings before interest and
tax (EBIT)
154,664 12,530 167,194 162,312 –115,699 46,613 > 100
Interest income 3,255 5,834 –44.2
Interest expense 26,439 26,766 –1.2
Profit before tax from
continuing operations
144,010 25,681 > 100
Income taxes 27,362 5,650 > 100
Profit after tax from
continuing operations
116,648 20,031 > 100
Profit or loss after tax from
discontinued operations
459 –1,328
Profit for the period 117,107 18,703 > 100
thereof attributable to
shareholders of GEA Group AG
117,112 18,705 > 100
thereof attributable to
non-controlling interests
–5 –2 < -100
Weighted average number of ordinary shares used to calculate basic and diluted
earnings per share (million)
192.5 192.5
Basic and diluted earnings per share 0.61 0.10 > 100
Basic and diluted earnings per share from discontinued operations 0.00 –0.01
Basic and diluted earnings per share from continuing operations 0.61 0.10 > 100
(EUR) Q1-Q2
2016
Q1-Q2
2015

Consolidated Statement of Comprehensive Income January 1 – June 30, 2016

Q1-Q2 Q1-Q2 Change
(EUR thousand) 2016 2015 in %
Profit for the period 117,107 18,703 > 100
Items, that will not be reclassified to profit or loss in the future:
Actuarial gains/losses on pension and other post-employment benefit obligations –45,659 18,247
Items, that will be reclassified subsequently to profit or loss when
specific conditions are met:
Exchange differences on translating foreign operations –17,008 90,907
Result of available-for-sale financial assets 241 393 –38.7
Result of cash flow hedges –954 1,684
Other comprehensive income –63,380 111,231
Total comprehensive income 53,727 129,934 –58.7
thereof attributable to GEA Group AG shareholders 53,732 129,936 –58.6
thereof attributable to non-controlling interests –5 –2 < -100

Consolidated Cash Flow Statement

January 1 – June 30, 2016

(EUR thousand) Q1-Q2
2016
Q1-Q2
2015
Profit for the period 117,107 18,703
plus income taxes 27,362 5,650
plus/minus profit or loss after tax from discontinued operations –459 1,328
Profit before tax from continuing operations 144,010 25,681
Net interest income 23,184 20,932
Earnings before interest and tax (EBIT) 167,194 46,613
Depreciation, amortization, impairment losses, and reversal of impairment losses on non-current assets 55,330 52,817
Other non-cash income and expenses 12,436 6,918
Employee benefit obligations from defined benefit pension plans –25,054 –20,222
Change in provisions and other employee benefit obligations –81,018 59,854
Losses and disposal of non-current assets –671 –378
Change in inventories including unbilled construction contracts* –81,635 –97,716
Change in trade receivables 30,480 82,606
Change in trade payables –61,417 –124,739
Change in other operating assets and liabilities –54,747 16,690
Tax payments –32,824 –35,706
Cash flow from operating activities of continued operations –71,926 –13,263
Cash flow from operating activities of discontinued operations 3,447 –17,037
Cash flow from operating activities –68,479 –30,300
Proceeds from disposal of non-current assets 1,690 1,182
Payments to acquire property, plant and equipment, and intangible assets –30,202 –35,321
Payments from non-current financial assets –629
Proceeds from current financial assets 37,000
Interest income 1,792 3,639
Dividend income 2,323
Payments to acquire subsidiaries and other businesses –101,014 –97,220
Cash flow from investing activities of continued operations –91,363 –125,397
Cash flow from investing activities of discontinued operations –1,044 –3,132
Cash flow from investing activities –92,407 –128,529
Dividend payments –153,996 –134,747
Payments from finance leases –1,783 –2,116
Payments/proceeds from finance loans –8,097 2,417
Proceeds from bond issue –274,739
Repayments of finance loans –100,000
Interest payments –21,938 –21,162
Cash flow from financing activities of continued operations –460,553 –255,608
Cash flow from financing activities of discontinued operations 3
Cash flow from financing activities –460,550 –255,608
Effect of exchange rate changes on cash and cash equivalents –1,704 9,464
Change in unrestricted cash and cash equivalents –623,140 –404,973
Unrestricted cash and cash equivalents at beginning of period 1,172,778 1,194,437
Unrestricted cash and cash equivalents at end of period 549,638 789,464
Restricted cash and cash equivalents 8,383 893
Cash and cash equivalents reported in the balance sheet 558,021 790,357

*) Including advanced payments received

Consolidated Statement of Changes in Equity

as of June 30, 2016

Accumulated other comprehensive income
(EUR thousand) Subscribed
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, 2015
(192,495,476 shares)
520,376 1,217,861 737,094 57,315 –997 –5,002 2,526,647 560 2,527,207
Profit for the period 18,705 18,705 –2 18,703
Other comprehensive income 18,247 90,907 393 1,684 111,231 111,231
Total comprehensive income 36,952 90,907 393 1,684 129,936 –2 129,934
Redemption of treasury shares
Dividend payment by
GEA Group AG
–134,747 –134,747 –134,747
Change in other
non-controlling interests
2 2
Balance at June 30, 2015
(192,495,476 shares)
520,376 1,217,861 639,299 148,222 –604 –3,318 2,521,836 560 2,522,396
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
Redemption 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

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 has 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 26, 2016.

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, 2016, the accounting policies applied to the accompanying interim financial statements are the same as those applied as of December 31, 2015, and are described in detail on pages 128 to 148 of the Annual Report containing GEA's IFRS consolidated financial statements.

The following accounting standards were applied for the first time in fiscal year 2016:

Amendments to IAS 1 "Presentation of Financial Statements" – Disclosure Initiative – issued by the IASB in December 2014

The amendments are attributable to an IASB initiative to improve the presentation and disclosure requirements in existing standards. They clarify that disclosures are generally only required if their content is not immaterial. In addition, they clarify how shares in the other comprehensive income of equity-accounted companies should be presented in the statement of comprehensive income. The amendments also extend the requirements on the aggregation and disaggregation of line items in the balance sheet and statement of comprehensive income. Lastly, they ease the rigid requirements regarding the structure of the notes, so that these can now be structured in a way that takes better account of their relevance for the individual company. The initial application of these new requirements had no effect on the interim financial statements.

Amendments to IAS 19 "Employee Benefits" – "Defined Benefit Plans: Employee Contributions" – issued by the IASB in November 2013

The amendments concern requirements relating to contributions from employees or third parties that are linked to service and clarify the corresponding requirements for attributing such contributions to

periods of service. In addition, the accounting for contributions that are independent of the number of years of service has been simplified.

The initial application had no effect on the interim financial statements.

Improvements to IFRSs 2010-2012 Cycle – amendments under the IASB's annual improvements project – published by the IASB in December 2013

The improvements to IFRSs published in 2013 under the IASB's annual project gave rise to minor amendments to seven standards in total. The initial application had no effect on the interim financial statements.

Improvements to IFRSs 2012 – 2014 Cycle – amendments under the IASB's annual improvements project – published by the IASB in September 2014

The improvements to IFRSs published under the IASB's annual project gave rise to minor amendments to four standards in total. The initial application had no effect on the interim financial statements.

The IASB issued the following new accounting pronouncements in the reporting period:

Amendments to IFRS 2 "Share-based Payment" – Classification and measurement of share-based payment transactions – published by the IASB in June 2016

The amendments to IFRS 2 serve to clarify the classification and measurement of share-based payment transactions. The clarifications address the issue of how vesting conditions affect the measurement of cash-settled share-based payments. Furthermore the classification of certain share-based payment transactions and how changes in the classification should be accounted for are addressed.

GEA does not expect the implementation of the amendments to IFRS 2 to materially affect its financial reporting.

Subject to their endorsement by the EU, the amendments will be required to be applied for fiscal years beginning on or after January 1, 2018; 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 second quarter of 2016:

Number
of companies
Consolidated group as of March 31, 2016 220
German companies (including GEA Group AG) 36
Foreign companies 184
Initial consolidation 4
Merger 1
Consolidated group as of June 30, 2016 223
German companies (including GEA Group AG) 36
Foreign companies 187

A total of 49 subsidiaries (March 31, 2016: 49) 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. Acquisitions

3.1 Companies acquired

GEA acquired the following company by way of share deal in the second quarter of 2016:

Business Head office Acquisition Date Percentage of voting interest
(%)
Consideration transferred
(EUR thousand)
Imaforni S.p.A. Colognola ai Colli,
Verona (Italy)
April 1, 2016 100.0 153,478

On April 1, 2016, GEA concluded the acquisition of Italian group Imaforni, acquiring all shares of Imaforni's holding company, Imaforni S.p.A.

Imaforni is a leading supplier of demanding industrial processing equipment and solutions for the biscuits industry and is allocated to the Business Area Solutions. The takeover will further strengthen GEA's application center bakery with industrial biscuit lines mainly for hard biscuits and crackers. This acquisition is another step towards realizing its application strategy and to improve GEA's leading position in advanced process technology for the food industry. The transaction costs incurred in connection with the acquisition in the current fiscal year 2016 amounted to EUR 264 thousand. The transaction costs associated with the acquisition are reported in other expenses.

3.2 Consideration transferred

The consideration transferred is composed as follows:

Business
(EUR thousand)
Cash Contingent consideration Total
Imaforni S.p.A. 153,478 153,478

3.3 Assets acquired and liabilities assumed

The following assets were acquired and liabilities assumed through the acquisition of the corporate group:

Fair value
(EUR thousand) Imaforni S.p.A.
Property, plant and equipment 1,604
Intangible assets 57,436
Other non-current assets 2
Non-current assets 59,042
Inventories 4,720
Trade receivables 24,956
Other current assets 2,272
Cash and cash equivalents 52,464
Current assets 84,412
Total assets 143,454
Other non-current liabilities 2,907
Deferred taxes 16,092
Non-current liabilities 18,999
Trade payables 14,614
Income tax liabilities 2,696
Other current liabilities 23,952
Current liabilities 41,262
Total liabilities 60,261
Net assets acquired 83,193
of which attributable to GEA Group AG 83,193
of which attributable to non-controlling interests
Acquisition cost 153,478
Goodwill of GEA Group AG 70,285

The fair value and gross amount of the receivables acquired are calculated as follows:

Trade receivables (EUR thousand) Gross amount Contractual Cashflows not
expected to be collectable
Imaforni S.p.A. 25,292 –336 24,956

Purchase price allocation with respect to the identification and measurement of the assets acquired and liabilities assumed is provisional. There is particular uncertainty regarding the identification and measurement of intangible assets.

The goodwill arising from the acquisition of EUR 70,285 thousand is attributable to the strengthening of GEA's general competitive position, advantages from expected synergies and future market developments, and the expertise of the workforce.

3.4 Effects on consolidated revenue and consolidated profit

Since its acquisition, the Imaforni corporate group has contributed to consolidated revenue and consolidated profit after tax as follows:

(EUR thousand) Revenue Profit for the period
Imaforni S.p.A. 22,491 1,488

If the corporate group had been acquired as of January 1, 2016, consolidated revenue in the reporting period would have been EUR 2,139,563 thousand, and the corresponding consolidated profit after tax EUR 118,121 thousand.

3.5 Cash outflows

The acquisition of the Imaforni corporate group resulted in the following cash outflows:

(EUR thousand) Q2
2016
Consideration transferred 153,478
less cash acquired –52,464
Net cash used in acquisition 101,014

Outflows of EUR 101,014 thousand from acquisitions were recognized in the cash flow statement for the first half of 2016.

3.6 Acquisitions in the previous year

Allocation of the purchase price for Comas, a company acquired in the previous year, was finalized in the second quarter of 2016. No further amendments above and beyond the adjustments reported in the consolidated financial statements as of December 31, 2015 transpired.

The second quarter of 2016 also saw allocation of the purchase price for CMT, a company also acquired in the previous year, finalized with some minor adjustments. These resulted in a reduction in the goodwill in respect of CMT of EUR 1,600 thousand to EUR 10,761 thousand.

4. Balance sheet disclosures

Cash credit lines

The cash credit lines were composed of the following items as of June 30, 2016:

Total 924,497 145,214 1,199,350 429,130
Various (bilateral) credit lines including accured interest Maximum of
1 year or "until
further notice"
134,497 5,214 134,611 14,391
Syndicated credit line ("club deal") August 2020 650,000 650,000
Borrower's note loan (2017) September 2017 90,000 90,000 90,000 90,000
European Investment Bank July 2017 50,000 50,000 50,000 50,000
GEA Bond April 2016 274,739 274,739
(EUR thousand) Maturity 06/30/2016
approved
06/30/2016
utilized
12/31/2015
approved
12/31/2015
utilized

Bond repayment

On April 21, 2016, GEA repaid the outstanding amount of EUR 274,739 thousand on the bond issued on April 14, 2011.

Financial instruments

The following tables provide an overview of the composition of financial instruments as of June 30, 2016, 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
06/30/2016
Amortized cost Fair value
through
profit or loss
Fair value
recognized
in other
comprehensive
income
Measurement
in accordance
with other IFRSs
Fair value
06/30/2016
Assets
Trade receivables 1,192,434 761,984 430,450 1,192,434
of which PoC receivables 430,450 430,450 430,450
Income tax receivables 29,130 29,130 29,130
Cash and cash equivalents 558,021 558,021 558,021
Other financial assets 430,221 323,021 3,227 13,560 90,413 430,221
of which derivatives included in hedging
relationships
2,243 2,243 2,243
By IAS 39 measurement category
Loans and receivables 1,620,122 1,620,122 1,620,122
of which cash and cash equivalents 558,021 558,021 558,021
of which trade receivables 761,984 761,984 761,984
of which other financial assets 300,117 300,117 300,117
Available-for-sale investments 34,221 22,904 11,317 34,221
Financial assets at fair value through profit or loss
(derivatives not included in a recognized hedging
relationship)
3,227 3,227 3,227
Liabilities
Trade payables 556,045 556,045 556,045
Financial liabilities 196,276 145,608 10,370 6,774 33,524 199,521
of which liabilities under finance leases 33,524 33,524 33,524
of which derivatives included in hedging
relationships
6,774 6,774 6,774
Income tax liabilities 31,737 31,737 31,737
Other liabilities 858,368 140,820 3,047 714,501 858,134
By IAS 39 measurement category
Financial liabilities at amortized cost 842,473 842,473 845,484
of which trade payables 556,045 556,045 556,045
of which bonds and other securitized liabilities 91,846 91,846 94,652
of which liabilities to banks 53,368 53,368 53,807
of which loan liabilities to unconsolidated
subsidiaries
394 394 394
of which other liabilities to affiliated companies 24,760 24,760 24,760
of which other liabilities 116,060 116,060 115,826
Financial liabilities at fair value through profit or loss
(derivatives not included in a hedging relationship
and contingent consideration)
13,417 13,417 13,417
Measurement in accordance with IAS 39
(EUR thousand) Carrying
amount
12/31/2015
Amortized cost Fair value
through
profit or loss
Fair value
recognized
in other
comprehensive
income
Measurement
in accordance
with other IFRSs
Fair value
12/31/2015
Assets
Trade receivables 1,118,081 781,209 336,872 1,118,081
of which PoC receivables 336,872 336,872 336,872
Income tax receivables 26,082 26,082 26,082
Cash and cash equivalents 1,174,150 1,174,150 1,174,150
Other financial assets 408,743 285,362 7,576 46,311 69,494 408,743
of which derivatives included in hedging
relationships
By IAS 39 measurement category
Loans and receivables 2,218,975 2,218,975 2,218,975
of which cash and cash equivalents 1,174,150 1,174,150 1,174,150
of which trade receivables 781,209 781,209 781,209
of which other financial assets 263,616 263,616 263,616
Available-for-sale investments 68,057 21,746 46,311 68,057
Financial assets at fair value through profit or loss
(derivatives not included in a recognized hedging
relationship)
7,576 7,576 7,576
Liabilities
Trade payables 610,315 610,315 610,315
Financial liabilities 477,744 429,332 12,307 2,296 33,809 485,453
of which liabilities under finance leases 33,809 33,809 33,809
of which derivatives included in hedging
relationships
2,296 2,296 2,296
Income tax liabilities 40,743 40,743 40,743
Other liabilities 741,465 139,221 6,097 596,147 740,200
By IAS 39 measurement category
Financial liabilities at amortized cost 1,178,868 1,178,868 1,185,312
of which trade payables 610,315 610,315 610,315
of which bonds and other securitized liabilities 373,261 373,261 380,437
of which liabilities to banks 55,869 55,869 56,402
of which loan liabilities to unconsolidated
subsidiaries
202 202 202
of which other liabilities to affiliated companies 25,959 25,959 25,959
of which other liabilities 113,262 113,262 111,997
Financial liabilities at fair value through profit or loss
(derivatives not included in a hedging relationship
and contingent consideration)
18,404 18,404 18,404

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 threelevel fair value hierarchy:

Recurring fair value measurements 06/30/2016 12/31/2015
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 included in hedging relationships 2,243 2,243
Derivatives not included in hedging relationships 3,227 3,227 7,576 7,576
Available-for-sale financial assets valued at fair value 10,317 10,317 9,311 9,311
Other financial assets 37,000 37,000
Financial liabilities measured at fair value
Derivatives included in hedging relationships 6,774 6,774 2,296 2,296
Derivatives not included in hedging relationships 10,370 10,370 12,307 12,307
Contingent consideration 3,047 3,047 6,097 6,097
Financial liabilities not measured at fair value
Bonds 282,666 286,043
Promissory note bonds 91,847 94,653 90,595 94,394
Liabilities to banks 53,368 53,807 55,869 56,402
Other financial liabilities 75,055 74,821 76,208 74,943

There were no transfers between the levels of the fair value hierarchy in the first six months of fiscal year 2016.

The fair value of the bond and the other financial assets is calculated on the basis of quoted bid prices on an active market and is therefore categorized within Level 1. The fair value includes the interest deferred as of the reporting date.

The fair value of derivatives was 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.

Certain other financial liabilities resulting from the sale of the 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 mining 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.

5. Consolidated income statement disclosures

Restructuring expenses relating to the "Fit for 2020" program

The "Fit for 2020" program 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 (BA) – 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 planned measures include a net workforce reduction of approximately 1,450 full-time equivalents.

In the first half of 2016, negative restructuring expenses of EUR 12.5 million (previous year: restructuring expenses of EUR 115.7 million) were recorded in respect of the "Fit for 2020" program. 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, 2016 amounted to EUR 49.1 million (previous year: EUR 110.9 million).

Income tax expense

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

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

Exchange differences on translating foreign operations

The change in exchange differences on translating foreign operations amounted to EUR –17,008 thousand in the first half of 2016 (previous year: EUR 90,907 thousand) and resulted primarily from the fall in the value of the U.S. dollar and the Chinese renminbi against the euro. In the prior-year period, exchange differences on translating foreign operations moved in the opposite direction, mainly as a result of a rise in the value of the U.S. dollar and the renminbi against the euro.

7. 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 customer-specific to largely standardized 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.

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, brewing, food and beverages, pharma, and chemical industries.

(EUR million) BA Equipment BA Solutions Others Consolidation GEA
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
Q2 2015
Order Intake 573.0 628.9 –53.1 1,148.8
External revenue 541.6 608.6 1,150.1
Intersegment revenue 46.3 4.4 –50.7
Total revenue 587.9 612.9 –50.7 1,150.1
Operating EBITDA* 84.5 58.1 –2.5 –0.8 139.3
as % of revenue 14.4 9.5 12.1
EBITDA 27.6 31.1 –51.5 –0.8 6.4
Operating EBIT* 71.5 53.3 –4.2 –0.8 119.8
as % of revenue 12.2 8.7 10.4
EBIT 8.1 24.9 –53.2 –0.8 –20.9
as % of revenue 1.4 4.1 –1.8
Additions to property, plant and equipment and intangible
assets
12.5 107.1 1.7 121.2
Depreciation and amortization 19.4 6.2 1.7 27.3

*) Before effects of purchase price allocations and after adjustments (see page 42)

(EUR million) BA Equipment BA Solutions Others Consolidation GEA
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
Q1 - Q2 2015
Order Intake 1,159.6 1,217.2 –100.5 2,276.2
External revenue 1,025.9 1,130.6 2,156.5
Intersegment revenue 88.9 8.4 –97.3
Total revenue 1,114.8 1,139.0 –97.3 2,156.5
Operating EBITDA1 151.8 90.4 –4.5 –0.3 237.4
as % of revenue 13.6 7.9 11.0
EBITDA 92.0 62.9 –55.2 –0.3 99.4
Operating EBIT1 125.8 80.7 –7.7 –0.3 198.6
as % of revenue 11.3 7.1 9.2
EBIT 54.6 50.7 –58.4 –0.3 46.6
as % of revenue 4.9 4.4 2.2
ROCE in %2 15.0 51.0 16.4
Segment assets 3,697.6 2,617.9 4,315.6 –4,923.5 5,707.7
Segment liabilities 1,848.8 1,627.2 2,748.3 –3,039.0 3,185.3
Working Capital (reporting date)3 546.1 40.2 –4.7 1.4 582.9
Additions to property, plant and equipment and
intangible assets
25.9 138.3 2.3 166.5

Depreciation and amortization 37.4 12.2 3.2 – 52.8

1) Before effects of purchase price allocations and after adjustments (see page 42)

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 = noncurrent 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 2015 Annual Report, the profitability of the two business areas is measured using earnings before interest, tax, depreciation, amortization and impairment losses, and reversals of impairment (EBITDA), earnings before interest and tax (EBIT), and profit or loss before tax (EBT), as presented in the income statement, irrespective of reclassification to profit or loss from discontinued operations.

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

Of restructuring expenses totaling EUR –12.5 million (previous year EUR 115.7 million), EUR –11.3 million (previous year EUR 59.6 million) was attributable to the Business Area Equipment, EUR –3.3 million (previous year EUR 24.8 million) to the Business Area Solutions, and EUR 2.1 million (previous year EUR 31.3 million) to "Other companies".

The definition of operative earnings as used by the management for controlling purposes has been defined more precisely in the context of the guidelines on alternative performance measures published by the European Securities and Markets Authority (ESMA) as follows: As in previous years, the figures for operating EBITDA and operating EBIT are adjusted for items which, in the opinion of the management, do not reflect GEA's financial performance in the respective period. 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. These include restructuring expenses, expenses for external consultants, acquisitions costs for scheduled and completed business combinations as well as other external and internal costs directly attributable to the projects. In the reporting period, strategy projects comprised the "Fit for 2020" program including implementation of the Shared Service Center, and several projects relating to business combinations.

In accordance with this definition, operating EBIT for the first half of 2016 was adjusted for expenses for strategic projects totaling EUR 16.0 million (previous year: EUR 139.4 million). The adjustments consist of expenses amounting to EUR 15.0 million (previous year: EUR 135.1 million) for the "Fit for 2020" program. Amongst others these expenses include restructuring expenses of EUR –12.5 million (previous year: EUR 115.7 million) and expenses for the implementation of the Shared Service Center in the amount of EUR 8.4 million (previous year: EUR 0 million). The other expenses for strategic projects amounting to EUR 1.0 million are attributable to scheduled and completed business combinations (previous year: EUR 0 million). Moreover, in the previous year, personnel expenses of EUR 4.3 million were adjusted in respect of employees who left the company during that fiscal year and were not replaced.

The following tables show the reconciliation of EBITDA before purchase price allocation and adjustments, and of EBITDA to EBIT:

Reconciliation of operating EBITDA to EBIT
(EUR million)
Q2
2016
Q2
2015
Change
in %
Q1-Q2
2016
Q1-Q2
2015
Change
in %
Operating EBITDA 145.2 139.3 4.3 239.1 237.4 0.7
Depreciation of property, plant and equipment, investment property,
and amortization of intangible assets
–20.1 –19.5 –39.6 –38.9
Operating EBIT 125.2 119.8 4.5 199.5 198.6 0.5
Depreciation and amortization on capitalization of purchase price
allocation
–9.1 –6.3 –15.7 –12.4
Realization of step-up amounts on inventories –0.4 –0.1 –0.6 –0.1
Adjustments –7.5 –134.3 –16.0 –139.4
EBIT 108.2 –20.9 167.2 46.6 > 100
Reconciliation EBITDA to EBIT
(EUR million)
Q2
2016
Q2
2015
Change
in %
Q1-Q2
2016
Q1-Q2
2015
Change
in %
EBITDA 137.3 6.4 > 100 222.5 99.4 > 100
Depreciation of property, plant and equipment, investment property,
and amortization of intangible assets
–29.2 –27.3 –6.9 –55.3 –52.8 –4.8
EBIT 108.2 –20.9 167.2 46.6 > 100

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 2015 Annual Report.

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

Reconciliation of working capital to total assets
(EUR million) 06/30/2016 06/30/2015
Working capital (reporting date) 651.4 582.9
Working capital (reporting date) of Ruhr-Zink –0.2 –0.7
Non-current assets 2,992.0 2,847.6
Income tax receivables 29.1 20.1
Other current financial assets 389.2 411.9
Cash and cash equivalents 558.0 790.4
Assets held for sale 5.6 7.2
plus trade payables 556.0 561.9
plus advance payments in respect of orders and construction contracts 301.2 219.4
plus gross amount due to customers for contract work 322.5 267.1
Total assets 5,804.9 5,707.7

8. 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 26, 2016

The Executive Board

Jürg Oleas Dr. Helmut Schmale Steffen Bersch Niels Erik Olsen

Financial Calendar

October 28, 2016...................................Quarterly Financial Report for the period to September 30, 2016

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]

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)

WKN (CUSIP) 361592108
Sponsor Deutsche Bank Trust Company Americas

Imprint

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

Note regarding the rounding of figures

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

Note to the Quarterly Financial Report The Quarterly Financial Report is the English translation of the original German version; in case of deviations between these two, the German version prevails.

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.

We live our values.

Excellence • Passion • Integrity • Responsibility • GEA-versity

GEA is a global engineering 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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