GEA Group AG

Quarterly Report • Nov 2, 2009

QIII 09 Interim Financial Report on the Third Quarter, January 1 to September 30, 2009

GEA Group: Key IFRS figures

	Q3	Q3	Change	Q1 - Q3	Q1 - Q3	Change
(EUR million) Order intake: Energy and Farm Technology	2009 338.4	2008 397.1	in % -14.8	2009 1,009.6	2008 1,234.8	in % -18.2
Order intake: Process Technology	626.4	828.9	-24.4	2,069.4	2,643.2	-21.7
Order intake GEA Group	962.3	1,223.5	-21.4	3,070.8	3,870.6	-20.7
Revenue: Energy and Farm Technology	354.7	478.7	-25.9	1,051.2	1,288.9	-18.4
Revenue: Process Technology	700.6	831.9	-15.8	2,155.3	2,433.9	-11.4
Revenue GEA Group	1,060.8	1,318.0	-19.5	3,219.2	3,741.0	-13.9
Order backlog	2,312.1	2,823.8	-18.1	2,312.1	2,823.8	-18.1
EBITDA GEA Group before restructuring expenses	111.7	152.7	-26.9	285.9	385.8	-25.9
in % of revenue	10.5	11.6	-	8.9	10.3	-
EBITDA: Energy and Farm Technology	33.5	55.6	-39.7	67.7	124.9	-45.7
EBITDA: Process Technology	53.5	103.3	-48.2	178.4	272.7	-34.6
EBITDA GEA Group	87.9	152.7	-42.4	246.9	385.8	-36.0
EBIT GEA Group before restructuring expenses	87.2	131.8	-33.8	214.5	327.1	-34.4
in % of revenue	8.2	10.0	-	6.7	8.7	-
EBIT GEA Group	63.5	131.8	-51.8	175.4	327.1	-46.4
in % of revenue	6.0	10.0	-	5.4	8.7	-
EBT GEA Group	49.3	116.5	-57.7	133.3	292.8	-54.5
Profit after tax from continuing operations	36.0	82.1	-56.2	97.3	213.1	-54.3
Loss after tax from discontinued operations	-1.2	-126.5	99.1	-1.4	-135.5	99.0
GEA Group profit for the period	34.8	-44.4	-	96.0	77.6	23.7
Total assets	4,693.2	5,058.8	-7.2	4,693.2	5,058.8	-7.2
Equity	1,471.8	1,463.9	0.5	1,471.8	1,463.9	0.5
in % of total assets	31.4	28.9	-	31.4	28.9	-
Working capital (reporting date) 1	656.9	869.2	-24.4	656.9	869.2	-24.4
Net debt 2/3	214.1	229.6	-6.8	214.1	229.6	-6.8
Gearing in % 2/4	14.5	15.7	-	14.5	15.7	-
Cash flow from operating activities	99.5	129.5	-23.2	225.7	88.1	156.1
Capital employed (reporting date) 5	2,802.0	2,920.8	-4.1	2,802.0	2,920.8	-4.1
Capital expenditure on property, plant, and equipment	22.1	32.5	-32.1	86.2	93.4	-7.7
Employees (reporting date) 6	20,708	21,084	-1.8	20,708	21,084	-1.8
GEA shares 7
Earnings per share from continuing operations	0.19	0.45	-56.4	0.53	1.16	-54.4
Earnings per share from discontinued operations	-0.01	-0.69	99.1	-0.01	-0.74	99.0
Earnings per share	0.19	-0.24	-	0.52	0.42	23.9
Weighted average number of shares outstanding (million)	183.8	184.0	-0.1	183.8	184.0	-0.1

1) Working capital = inventories + trade receivables - trade payables - advance payments received

2) Including discontinued operations

3) Net debt = liabilities to banks - cash and cash equivalents - securities

4) Gearing = net debt/equity 5) Capital employed = noncurrent assets + working capital

6) Full-time equivalents (FTEs) excluding apprentices/trainees and inactive employment contracts

7) EUR

GEA Shares

Management Report	6	New Group Structure from 2010
	6	Economic Environment
	7	Business Performance
	17	Outlook
Consolidated	20	Consolidated Balance Sheet
Financial Statements	22	Consolidated Income Statement
	24	Consolidated Cash Flow Statement
	25	Consolidated Statement of Comprehensive Income
	26	Consolidated Statement of Changes in Equity
	27	Notes to the Consolidated Financial Statements

GEA Shares

Performance of GEA Group shares on the capital markets

The global financial and economic crisis caused the international equity markets to kick off 2009 with a downturn in stock indices worldwide, which bottomed out in early March. This was followed by a general two-month rally that saw share price losses recover from the beginning of the year. The DAX and MDAX again declined in June, before an overall upturn in share prices in the following months lifted these indices well above their levels at the start of 2009. The DAX increased by 14.1 percent in the period from January 1 to September 30, and the MDAX was up by 31.4 percent.

GEA Group Aktiengesellschaft's shares mirrored this trend. In the third quarter, they not only made good their negative performance in Q1, but also recorded strong gains. The announced restructuring of the Group helped GEA Group's shares to outperform the MDAX and climb to a high for the year to date of EUR 14.65 on September 28, 2009. The Group's shares closed at EUR 14.26 on September 30. Despite the heavy declines recorded at the beginning of the year, GEA Group's share price increased by 17.4 percent in the first nine months.

In the third quarter, GEA Group Aktiengesellschaft's shares rose by 29.3 percent – clearly outperforming the DAX (17.7 percent) and MDAX (25.2 percent). Since falling to a low of EUR 7.34 on March 19, 2009, the Group's shares gained 94.3 percent in the period to the end of September.

Performance of GEA Group's share price against the MDAX

Commerzbank sold all of its remaining equity interest in GEA Group Aktiengesellschaft of around 5% in the third quarter. The corresponding 9.2 million shares were placed with national and international institutional investors in an OTC transaction on September 8, 2009. As a result, Kuwait Investment Office remains the largest shareholder with an equity interest of 8.3 percent at the end of September.

GEA Group Aktiengesellschaft held no treasury shares as of September 30, 2009. The number of outstanding shares was unchanged at 183,807,845. The Company's market capitalization amounted to EUR 2.6 billion at the end of September. However, Deutsche Börse AG only calculates GEA Group's market capitalization on the basis of its free float (91.7 percent). As a result, it arrived at a figure of EUR 2.3 billion at the end of the third quarter. GEA Group Aktiengesellschaft was therefore ranked 35th (previous quarter: 33rd) out of all listed stock corporations in DAX and MDAX. In terms of stock exchange turnover, the Company was in 39th place at the end of September (previous quarter: 41st). An average of 1.2 million shares were traded each day in the first nine months of 2009, compared with 1.3 million in the comparable prior-year period.

GEA Group continued its intensive investor relations activities in the third quarter. In the first nine months, it held a total of 15 roadshows, visited 11 conferences, and held 261 one-on-one meetings. The goal of its investor relations team is to maintain a reliable and transparent dialog with investors and analysts. Investors and financial analysts were particularly interested in the Company's efficiency enhancement measures as part of its programs to adjust production capacity and the announced resegmentation of the Group.

Key performance indicators for GEA Group shares

	Q3	Q3
	2009	2008
Shares issued (September 30, million)	183.8	184.0
Shares outstanding (September 30, million)	183.8	184.0
Share price (September 30, EUR) 1	14.26	13.66
High (EUR)	14.65	22.31
Low (EUR)	9.59	13.66
Market capitalization (September 30, EUR billion) 2	2.6	2.5
Earnings per share from continuing operations (EUR)	0.19	0.45
Earnings per share from discontinued operations (EUR)	-0.01	-0.69
Earnings per share (EUR)	0.19	-0.24

1) or on the last trading day of the reporting period 2) based on shares issued

Prices: XETRA closing prices

Management Report

New Group Structure from 2010

On September 22, 2009, the Supervisory Board of GEA Group Aktiengesellschaft unanimously approved the Executive Board's proposal to simplify the Group's structure effective January 1, 2010. The current structure of the divisions, which has remained largely unchanged since 1997, has led in some cases to product overlaps due to the Company's rapid organic growth and acquisitions in recent years. The restructuring aims to reduce costs in all functions and therefore to enable leaner structures overall. The measures are also supported by the previously announced initiative to reduce the number of legal entities.

The Company expects the restructuring of the Group – including the reduction in the number of legal entities – to lead to annual savings of at least EUR 65 million in the medium term. The new segmentation by products and applications will increase organic growth potential. The new structure will demonstrate even more clearly that GEA is among the leading providers in most of its business areas. The business of the current nine divisions, which will be reported on in two segments until the end of fiscal year 2009, will be consolidated into five new segments in future, without changing the Group's overall portfolio. From 2010 onward, these five segments will form the reporting units required under IFRSs. The new management structure focuses more systematically on the Group's technologies and applications and will comprise the following segments:

• GEA Farm Technologies
• GEA Heat Exchangers
• GEA Mechanical Equipment
• GEA Process Engineering
• GEA Refrigeration Technologies

Economic Environment

The economic situation in the mechanical engineering sector continued to show no improvement in the third quarter of 2009. According to the German Engineering Federation (VDMA), order intake in the German mechanical and plant engineering sector until August 2009 was down 46 percent in real terms on the previous year. Domestic demand fell by 43 percent and foreign orders declined by 47 percent. The VDMA now expects output to drop by 20 percent in 2009.

Business Performance

Order intake

GEA Group's order intake in the third quarter fell by 21.4 percent year-on-year to EUR 962.3 million (previous year: EUR 1,223.5 million). However, this decline is well below the average for the German mechanical engineering sector. Compared with order intake in the second quarter of 2009 (EUR 1,036.0 million), this represents a further decrease of 7.1 percent, and is attributable exclusively to the Process Technology Segment. In the second quarter, order intake was down by 3.4 percent overall as against Q1. There are increasing signs that this trend has bottomed out for the current year.

Order intake	Q3	Q3	Change	Q1 - Q3	Q1 - Q3	Change
(EUR million)	2009	2008	in %	2009	2008	in %
Energy and Farm Technology	338.4	397.1	-14.8	1,009.6	1,234.8	-18.2
Process Technology	626.4	828.9	-24.4	2,069.4	2,643.2	-21.7
Total	964.8	1,226.0	-21.3	3,079.0	3,878.0	-20.6
Other and consolidation	-2.5	-2.5	-	-8.2	-7.4	-
GEA Group	962.3	1,223.5	-21.4	3,070.8	3,870.6	-20.7

In the third quarter, order intake in the Energy and Farm Technology Segment declined by 14.8 percent year-on-year to EUR 338.4 million, but was up 9.4 percent on the second quarter. The Air Treatment Division, which focuses mainly on the European market, was hit especially hard by the weakness in the construction sector in all markets in Q3. An exception to this is the increasing demand for air conditioning and ventilation equipment in public sector buildings, such as schools and universities. In the export business, the biggest declines are coming from Eastern Europe and Turkey – regions that had recorded the highest growth rates in recent years. The growing interest in energy-efficient solutions could provide positive momentum, and the service business is picking up slightly. Demand in the Farm Technologies Division reflects farmers' greater reluctance to invest because of continued extremely low milk prices in almost all regions, including in comparison with cattle feed costs. The situation is exacerbated by financing problems, and not only for the establishment of large-scale operations in Eastern Europe. In the medium term, the extension of GEA Group's product range to include automatic milking systems and barn equipment produced by the Wilaard Group will have a stabilizing effect. The markets occupied by the Thermal Engineering Division – which for the first time in 2009 exceeded the prior-year figure – experienced mixed demand trends. In the power plant sector, demand for cooling equipment was up on both the prior-year quarter and Q2 2009. In the oil and gas industry, low oil prices initially led to extremely weak investment activity that was on a level with the reference quarters but showed signs of an upturn, in particular in the Middle East, North Africa, and the Asia-Pacific region. However, the long-term growth trend in both areas is set to continue. The Emission Control Division withdrew from the high-risk turnkey facilities business and thus substantially improved its margin quality. The Division fell significantly short of its prior-year figures due to its dependence on individual orders, the awards of which are being repeatedly postponed in light of current economic conditions, or which are subject to heavy price wars due to the weak market. However, as a rule demand is not driven by output levels in customer industries, but by environmental requirements.

With an order intake of EUR 626.4 million in the third quarter, the volume in the Process Technology Segment is 24.4 percent lower than in Q3 2008, and 14.1 percent down on the second quarter of 2009. At the Refrigeration Division, order intake in the equipment business approximately matched the levels in the prior year and the previous quarters due to acquisitions. In contracting, there was a lack of major orders in the third quarter, especially in the oil and gas business. The award of orders in this segment was usually postponed for liquidity reasons, in particular in the United States. Although the food sector is proving stable overall, there are regional exceptions, such as Spain and Eastern Europe. Upgrades accounted for the bulk of market activity in the brewery sector. In the Process Equipment Division, the plate heat exchanger business remained at a low level in the third quarter due to a lack of orders from the chemicals and marine segments. As expected, industrial heat exchanger activities slowed after recording strong growth rates until recently, but are down only slightly on the previous year overall. This was driven mainly by stable business from the energy sector, especially in Brazil. The flow components area saw a lack of major orders from the brewery sector, primarily in Europe. Homogenizers remained stable and even experienced slight growth. In the Mechanical Separation Division, demand from the previously booming shipbuilding sector is still extremely weak. With the exception of the brewery sector, the food industry is proving relatively stable, albeit at a low level. The global economic stimulus programs are not showing any significant effect in the municipal pollution sector. At regional level, demand from Asia and South America remains encouraging, while Europe – and especially Eastern Europe – is weak and North America is recording a sharp downturn. No major orders were booked as decisions to award orders were often postponed for financial reasons. The Process Engineering Division is recording a sharp decline in the number of major projects ready to be awarded. Here, too, many customers are waiting to see how the market develops or are postponing capital expenditure because of financing problems. Demand from the brewery sector and for bottling technology was also particularly weak in this Division. The previously weak chemicals sector showed initial signs of recovering. This also applies to the milk sector due to rising milk powder prices. There was no activity in the bioethanol sector. However, strong growth prospects continue to be forecast in all the Division's

core markets in the medium and long term. The Eastern Europe and North and South America regions in particular are recording a low level of activity. The Pharma Systems Division, which was completely restructured in fall 2008, is operating in a persistently difficult market environment. Key pharmaceuticals manufacturers in the United States and Europe launched cost-cutting programs in early 2008 and have postponed investment decisions, in particular relating to large mergers. This increasingly applies to contract manufacturers as well. A sustained improvement in the business climate is not expected until mid-2010. However, the Division again exceeded its performance in the prior-year quarter.

GEA Group's order intake fell by 20.7 percent in the first nine months to EUR 3,070.8 million (previous year: EUR 3,870.6 million). The difference as against 2008 is therefore virtually the same as in the previous quarter (-20.3 percent). This continues to set GEA Group significantly apart from the average figure for mechanical engineering companies.

In the first nine months, order intake in the Energy and Farm Technology Segment declined by 18.2 percent year-on-year to EUR 1,009.6 million. At EUR 2,069.4 million, order intake at Process Technology is 21.7 percent lower than in the previous year.

Since the closure of Ruhr-Zink, the Other Segment no longer has any reportable market activities. Consequently, the totals of the two core segments are no longer reported separately.

Revenue

In general, the same regional and sector-specific trends apply to revenue as to order intake, although with different time lags in the individual divisions. Although the decline in the business volume is not fully reflected in revenue due to the comparatively high order backlog at the end of the year, it is much more apparent than in the first half of the year.

At EUR 1,060.8 million, the Group's revenue in the third quarter of 2009 declined by a total of 19.5 percent compared with the prior-year figure of EUR 1,318.0 million. The change in the Energy and Farm Technology Segment was -25.9 percent, and -15.8 percent in the Process Technology Segment.

As expected, the percentage difference as against Q3 2008 therefore increased compared with the second quarter of 2009. This is due firstly to a base effect because quarterly revenue in the previous year rose continuously until the end of the year, while incoming orders had already begun to fall. Secondly, the decline in order intake is also reflected increasingly in revenue in the third quarter. Cancellations or postponements of orders by customers who no longer require machinery and equipment they had ordered, or do not require it until a later date, due to a decline in demand for their products also had a negative impact.

					Change
2009	2008	in %	2009	2008	in %
354.7	478.7	-25.9	1,051.2	1,288.9	-18.4
700.6	831.9	-15.8	2,155.3	2,433.9	-11.4
1,055.3	1,310.6	-19.5	3,206.5	3,722.9	-13.9
5.5	7.4	-	12.7	18.1	-
1,060.8	1,318.0	-19.5	3,219.2	3,741.0	-13.9
	Q3	Q3	Change	Q1 - Q3	Q1 - Q3

The same trends largely apply to revenue and order intake in the Air Treatment and Farm Technologies Divisions in the Energy and Farm Technology Segment, as the order backlog usually covers only two to three months. The Thermal Engineering Division recorded a decline in the oil and gas business areas as well as in power plant technology as against the prior-year quarter. However, the industrial sector is seeing substantial growth. Revenue in the Emission Control Division was also well below the prior-year period, but the decrease is not as pronounced as in order intake.

In the Process Technology Segment, the Refrigeration Division exceeded the previous year's figure due to changes in the basis of consolidation. The Process Equipment Division was unable to match the prior-year level due to the diminishing effects of the high order backlog in 2008. This also applies to the Mechanical Separation Division. In addition, the high-margin service business is suffering from shorter plant operating times at our customers. The sharpest slowdown in the Process Engineering Division was recorded by the liquid processing area and the evaporator business. The decline in the Pharma Systems Division is attributable to the extremely low order backlog at the turn of the year.

The Group's revenue in the first nine months of 2009 fell by 13.9 percent to EUR 3,219.2 million (previous year: EUR 3,741.0 million). The change in the Energy and Farm Technology Segment amounted to -18.4 percent, while the Process Technology Segment recorded an 11.4 percent decline. The regional breakdown of revenue changed slightly in percentage terms year-on-year. The declining share of the former CIS countries and in the Middle East contrasts with a higher share in the Asia-Pacific and Africa regions.

Order backlog

At EUR 2,312.1 million, the order backlog as of September 30, 2009 was 18.1 percent lower than at the prior-year reporting date (EUR 2,823.8 million) due to the slowdown in demand. It was 5.7 percent lower as against December 31, 2008 (EUR 2,450.7 million). Order cancellations reduced the current order backlog by EUR 73.7 million as of September 30 (previous year: EUR 60.7 million).

Order backlog			Change
(EUR million)	09/30/2009	09/30/2008	in %
Energy and Farm Technology	1,013.0	1,164.7	-13.0
Process Technology	1,302.6	1,666.6	-21.8
Total	2,315.5	2,831.2	-18.2
Other and consolidation	-3.4	-7.4	-
GEA Group	2,312.1	2,823.8	-18.1

Results of operations

In both the third quarter and the first nine months of 2009, EBITDA was below the prior-year figures for the record year 2008. The principal reasons for this are lower revenue volumes and the resulting higher fixed cost ratios. GEA is countering this by taking structural capacity adjustment measures.

However, the margin for earnings before interest, tax, depreciation, and amortization (EBITDA margin) rose by 84 basis points as against Q2 2009; after adjustment for restructuring expenses, it increased by 189 basis points. This is due to the fact that the restructuring measures initiated some time ago are taking effect. In the first nine months, the EBITDA margin decreased by 264 basis points year-on-year from 10.3 percent to 7.7 percent. Restructuring expenses amounted to EUR 39.0 million, the equivalent of 121 basis points. Hence the adjusted decline of EBITDA margin was solely 143 basis points.

EBITDA/EBITDA margin	Q3	Q3	Change	Q1 - Q3	Q1 - Q3	Change
(EUR million)	2009	2008	EBITDA in %	2009	2008	EBITDA in %
Energy and Farm Technology	33.5	55.6	-39.7	67.7	124.9	-45.7
in % of revenue	9.4	11.6	-	6.4	9.7	-
Process Technology	53.5	103.3	-48.2	178.4	272.7	-34.6
in % of revenue	7.6	12.4	-	8.3	11.2	-
Total	87.0	158.9	-45.2	246.1	397.6	-38.1
in % of revenue	8.2	12.1	-	7.7	10.7	-
Other and consolidation	1.7	0.7	-	8.9	9.0	-
Holding	-0.8	-6.9	88.5	-8.1	-20.8	60.9
GEA Group	87.9	152.7	-42.4	246.9	385.8	-36.0
in % of revenue	8.3	11.6	-	7.7	10.3	-
GEA Group before
restructuring expenses	111.7	152.7	-26.9	285.9	385.8	-25.9
in % of revenue	10.5	11.6	-	8.9	10.3	-

A similar trend is apparent in earnings before interest and tax (EBIT). The difference as against 2008 is somewhat higher due to the year-on-year increase in depreciation and amortization resulting from the Group's extensive investment programs in the recent past.

EBIT/EBIT margin	Q3	Q3	Change	Q1 - Q3	Q1 - Q3	Change
(EUR million)	2009	2008	EBIT in %	2009	2008	EBIT in %
Energy and Farm Technology	25.8	48.9	-47.3	46.0	106.5	-56.8
in % of revenue	7.3	10.2	-	4.4	8.3	-
Process Technology	39.8	91.9	-56.7	137.5	240.2	-42.7
in % of revenue	5.7	11.1	-	6.4	9.9	-
Total	65.5	140.8	-53.5	183.5	346.7	-47.1
in % of revenue	6.2	10.7	-	5.7	9.3	-
Other and consolidation	-0.9	-1.5	-	1.1	2.4	-
Holding	-1.1	-7.5	85.0	-9.2	-22.1	58.5
GEA Group	63.5	131.8	-51.8	175.4	327.1	-46.4
in % of revenue	6.0	10.0	-	5.4	8.7	-
GEA Group before
restructuring expenses	87.2	131.8	-33.8	214.5	327.1	-34.4
in % of revenue	8.2	10.0	-	6.7	8.7	-

Key figures: Results of operations	Q3	Q3	Change	Q1 - Q3	Q1 - Q3	Change
(EUR million)	2009	2008	in %	2009	2008	in %
Revenue	1,060.8	1,318.0	-19.5	3,219.2	3,741.0	-13.9
EBITDA before restructuring expenses	111.7	152.7	-26.9	285.9	385.8	-25.9
EBITDA	87.9	152.7	-42.4	246.9	385.8	-36.0
EBIT before restructuring expenses	87.2	131.8	-33.8	214.5	327.1	-34.4
EBIT	63.5	131.8	-51.8	175.4	327.1	-46.4
EBT	49.3	116.5	-57.7	133.3	292.8	-54.5
Income taxes	-13.3	-34.4	61.3	-36.0	-79.6	54.8
Profit after tax from continuing operations	36.0	82.1	-56.2	97.3	213.1	-54.3
Loss after tax from discontinued operations	-1.2	-126.5	99.1	-1.4	-135.5	99.0
GEA Group profit for the period	34.8	-44.4	-	96.0	77.6	23.7

Profit for the first nine months amounted to EUR 96.0 million (previous year: EUR 77.6 million). This corresponds to earnings per share of EUR 0.52, after EUR 0.42 in the comparable prior-year period.

The Group tax rate amounts to 27.0 percent, after 27.2 percent in the previous year.

Capacity adjustment measures

The restructuring measures announced in March and July provide for a reduction in capacity of approximately 2,300 full-time equivalents. At the end of the third quarter, the Group achieved around 75 percent of this target, having shed more than 1,700 full-time equivalents. These measures will lead to one-time expenses totaling approximately EUR 60 million. These figures do not include any effects of the restructuring of the Group announced on September 22, 2009.

Financial position

Net debt fell by EUR 52.1 million as against June 30, 2009. It rose by EUR 153.9 million compared with December 31, 2008 (EUR 60.2 million) to EUR 214.1 million. The largest cash outflows relate to the dividend payment of EUR 73.6 million, current capital expenditures including acquisitions (EUR 126.0 million), including debt assumed, and additional payments in connection with discontinued operations (EUR 176.6 million). By contrast, working capital has been reduced by EUR 133.5 million since December 31, 2008 – after adjustment for changes in the consolidated Group and currency effects by EUR 141.9 million. GEA Group's financial position is sound. The Group has no short-term refinancing requirements and has sufficient financing options for its future business development.

Condensed cash flow statement	Q1 - Q3	Q1 - Q3	Change,	Change
(EUR million)	2009	2008	absolute	in %
Cash flow from operating activities	225.7	88.1	137.6	156.1
Cash flow from investing activities	-251.5	-320.5	69.0	21.5
Free cash flow	-25.7	-232.3	206.6	88.9
Cash flow from financing activities	-119.2	224.8	-344.0	-
Net debt	214.1	229.6	-15.5	-6.8
Gearing in %	14.5	15.7	-	-

Net assets

Total assets as of September 30, 2009 fell by 8.5 percent compared with December 31, 2008. On the assets side, this is due mainly to the decline in items of working capital, i.e., inventories and trade receivables. The reduction in total assets is reflected on the liabilities side, especially in the decrease in current provisions and trade payables. The payments for obligations relating to the winding up of the remaining plant engineering activities and the closure of Ruhr-Zink GmbH led to the utilization of provisions and therefore to the decrease in cash and cash equivalents.

The balance sheet structures have barely changed as against December 31, 2008. Noncurrent assets remain covered by equity available in the long term and noncurrent liabilities. The equity ratio increased to 31.4 percent on September 30, 2009; this is attributable both to the profits accumulated in the first nine months of fiscal year 2009 and to the reduction in total assets.

Condensed balance sheet		as % of total		as % of total	Change
(EUR million)	09/30/2009	assets	12/31/2008	assets	in %
Assets
Noncurrent assets	2,471.6	52.7	2,424.7	47.3	1.9
of which goodwill	1,343.5	28.6	1,331.8	26.0	0.9
of which deferred taxes	312.9	6.7	314.4	6.1	-0.5
Current assets	2,203.0	46.9	2,684.3	52.3	-17.9
Assets held for sale	18.6	0.4	19.4	0.4	-4.0
Total assets	4,693.2	100.0	5,128.3	100.0	-8.5
Equity and liabilities
Equity	1,471.8	31.4	1,455.4	28.4	1.1
Noncurrent liabilities	1,033.1	22.0	1,037.3	20.2	-0.4
of which deferred taxes	94.2	2.0	88.4	1.7	6.6
Current liabilities	2,186.2	46.6	2,630.6	51.3	-16.9
Liabilities associated with assets held for sale	2.1	0.0	5.0	0.1	-57.2
Total equity and liabilities	4,693.2	100.0	5,128.3	100.0	-8.5

Employees

The number of employees excluding trainees was 20,708 at the end of the third quarter of 2009. This represents a decrease of 619 employees compared with December 31, 2008. After adjustment for additions resulting from acquisitions and initial consolidation, the headcount fell by 973.

Research and development

In the first nine months of 2009, research and development (R&D) expenses amounted to EUR 56.8 million, after EUR 58.9 million in the comparable prior-year period. This means that the R&D ratio rose to 1.8 percent of revenue as against 1.6 percent in the previous year.

Research and development (R&D) expenses	Q3	Q3	Change	Q1 - Q3	Q1 - Q3	Change
(EUR million)	2009	2008	in %	2009	2008	in %
Refunded expenses (contract costs)	3.5	5.9	-40.1	11.4	16.4	-30.7
Non-refunded R&D expenses	15.1	13.9	8.7	45.5	42.5	7.0
Total R&D expenses	18.6	19.8	-5.8	56.8	58.9	-3.5
R&D ratio (as % of revenue)	1.8	1.5	-	1.8	1.6	-

Risk position

The overall risk assessment did not change significantly in the reporting period compared with the situation described in the "Report on Opportunities and Risks" in the 2008 Annual Report and in the interim reports on the first and second quarter, with one exception in the area of legal risks.

An initial hearing was held on September 9, 2009 in the award proceedings pending at the Dortmund Regional Court relating to the signing of the control and profit transfer agreement between Metallgesellschaft AG and the former GEA AG in 1999. The court addressed the facts of the matter and the status of the dispute and stated that, despite the criticism from both sides, it regarded the expert opinion at its disposal, which reduced the enterprise value of Metallgesellschaft AG, as at least not implausible.

In the light of this, the court proposed that the parties accept in principle the figures calculated by the expert and to terminate the award proceedings by reaching a settlement. Implementing the court's settlement proposal would mean that, in addition to the shares that have already been issued or that may still be issued on the basis of the contingent capital increase resolved in 1999, GEA Group Aktiengesellschaft would be obliged to subsequently deliver up to approx. 12.1 million shares to the external shareholders in 1999; this would represent 6.6 percent of the current total number of outstanding shares (183.8 million) Furthermore, the Company would have to meet costs relating to the proceedings in the event of a settlement and may have to make an additional cash payment proposed by the court of less than EUR 1 per share outstanding at the time (approx. 5.2 million ordinary shares and 20.75 million preferred shares). The subsequent delivery of the shares and the additional payment would lead to a corresponding increase in goodwill. Irrespective of the legal opinion, which it maintains unchanged, GEA Group Aktiengesellschaft is currently examining the advantages and disadvantages of terminating the proceedings prematurely on the basis of a settlement that was proposed by the Court but has not yet been negotiated with the applicants. However, this review has not yet been completed due to its factual and legal complexity.

All in all, from today's perspective, there are no risks to the continued existence of GEA Group as a going concern. Sufficient provisions according to the relevant regulations have been recognized for known risks.

Outlook

Economy

Estimating the long-term effects of the financial and economic crisis is difficult. While government incentive programs will only have an effect for a limited period and have got off to a sluggish start, at least in Europe, a wide variety of scenarios for the development of global GDP are being discussed: In addition to a long phase of below-average growth, a prolonged recession and a self-sustaining upturn are seen as other possibilities. A high degree of uncertainty therefore surrounds future global economic development. The OECD and the IMF continue to see no signs of a rapid upturn. As a result, current business development also remains volatile, both in terms of the regional breakdown and the various sectors.

The German Engineering Federation (VDMA) expects mechanical engineering revenue in the coming year to stabilize at the low 2009 level or to slightly exceed it. The only exception is exports to China, for which VDMA economists are forecasting revenue growth of approximately 15 percent. More and more German companies are also rating future business prospects as positive due to the expected recovery in the export markets. Accordingly, the ifo Business Climate Index improved for the seventh successive time. However, restrictive lending by the banking sector to customers is being observed with increasing concern.

GEA's core markets are the food industry and power generation. Excluding short-term cycles, we expect these end markets to be comparatively stable. Population growth and rising living standards in Asia and South America in particular will continue to offer strong growth potential for our energy-efficient machinery and processes in the medium term.

GEA Group business

At the end of September, GEA Group's cumulative order intake was 20.7 percent down on the first nine months of the previous year. This decline is below average compared with other companies in the mechanical engineering sector. As expected, the markets in the food technology and power generation sectors remain the most stable, while the marine and brewery sectors are the hardest hit by the crisis. Overall, there are increasing signs that this trend has bottomed out for the current year.

Revenue in the current fiscal year is expected to be around 15 percent below the prior-year level. Given this volume, we are forecasting a year-on-year decline in the EBITDA margin of around 200 basis points before restructuring expenses. This corresponds to an EBIT margin of approximately 7 percent.

We will continue to focus on safeguarding the margin quality of our business in the long term. However, the current business climate remains dominated by global overcapacity, which is leading to price pressure.

The reorganization of GEA Group into five operating segments, which was decided in September 2009, will lead to a significant improvement in efficiency and to additional synergy potential in all business processes. This reorganization will enable us to focus even more strongly on our markets and will boost our chances for further growth in the long term.

Bochum, October 29, 2009

GEA Group Aktiengesellschaft

The Executive Board

Consolidated Financial Statements for the 3rd Quarter of 2009

Consolidated Balance Sheet

as of September 30, 2009

Assets
(EUR thousand)	09/30/2009	12/31/2008	Change in %
Property, plant, and equipment	585,021	547,722	6.8
Investment property	12,757	14,433	-11.6
Goodwill	1,343,549	1,331,833	0.9
Other intangible assets	152,209	144,349	5.4
Equity-accounted investments	9,443	11,983	-21.2
Other noncurrent financial assets	55,758	60,011	-7.1
Deferred taxes	312,862	314,356	-0.5
Noncurrent assets	2,471,599	2,424,687	1.9
Inventories	645,310	717,798	-10.1
Trade receivables	1,058,536	1,350,248	-21.6
Income tax receivables	14,677	10,672	37.5
Other current financial assets	187,580	166,005	13.0
Cash and cash equivalents	296,924	439,554	-32.4
Current assets	2,203,027	2,684,277	-17.9
Assets held for sale	18,578	19,361	-4.0
Total assets	4,693,204	5,128,325	-8.5

Equity and liabilities
(EUR thousand)	09/30/2009	12/31/2008	Change in %
Subscribed capital	496,890	496,890	-
Capital reserves	1,079,610	1,079,610	-
Retained earnings	-47,768	-69,689	31.5
Accumulated other comprehensive income/loss	-58,096	-54,725	-6.2
Noncontrolling interests	1,162	3,319	-65.0
Equity	1,471,798	1,455,405	1.1
Noncurrent provisions	175,651	181,115	-3.0
Noncurrent employee benefit obligations	496,330	505,961	-1.9
Noncurrent financial liabilities	250,596	255,078	-1.8
Other noncurrent liabilities	16,299	6,771	140.7
Deferred taxes	94,236	88,395	6.6
Noncurrent liabilities	1,033,112	1,037,320	-0.4
Current provisions	487,675	645,733	-24.5
Current employee benefit obligations	163,557	199,035	-17.8
Current financial liabilities	301,313	305,410	-1.3
Trade payables	531,185	723,650	-26.6
Income tax liabilities	35,088	55,680	-37.0
Other current liabilities	667,341	701,104	-4.8
Current liabilities	2,186,159	2,630,612	-16.9
Liabilities associated with assets held for sale	2,135	4,988	-57.2
Total equity and liabilities	4,693,204	5,128,325	-8.5

Consolidated Income Statement

for the period July 1 - September 30, 2009

	Q3	Q3
(EUR thousand)	2009	2008	Change in %
Revenue	1,060,837	1,318,035	-19.5
Cost of sales	-750,096	-944,663	20.6
Gross profit	310,741	373,372	-16.8
Selling expenses	-116,054	-121,926	4.8
General and administrative expenses	-108,170	-117,098	7.6
Other income	34,641	22,516	53.9
Other expenses	-60,370	-25,762	-134.3
Share of profit or loss of equity-accounted investments	174	942	-81.5
Other financial income	2,511	11	-
Other financial expenses	-	-297	100.0
Earnings before interest and tax (EBIT)	63,473	131,758	-51.8
Interest income	2,427	6,880	-64.7
Interest expense	-16,605	-22,185	25.2
Profit before tax from continuing operations	49,295	116,453	-57.7
Income taxes	-13,310	-34,387	61.3
Profit after tax from continuing operations	35,985	82,066	-56.2
Loss after tax from discontinued operations	-1,183	-126,450	99.1
Profit or loss for the period	34,802	-44,384	-
of which attributable to shareholders of
GEA Group Aktiengesellschaft	34,629	-44,216	-
of which attributable to noncontrolling interests	173	-168	-

(EUR)
Earnings per share from continuing operations	0.19	0.45	-56.4
Earnings per share from discontinued operations	-0.01	-0.69	99.1
Earnings per share	0.19	-0.24	-
Weighted average number of shares outstanding (million)	183.8	184.0	-0.1

Consolidated Income Statement

for the period January 1 - September 30, 2009

	Q1 - Q3	Q1 - Q3
(EUR thousand)	2009	2008	Change in %
Revenue	3,219,225	3,741,002	-13.9
Cost of sales	-2,297,084	-2,697,270	14.8
Gross profit	922,141	1,043,732	-11.6
Selling expenses	-356,611	-352,304	-1.2
General and administrative expenses	-335,774	-345,475	2.8
Other income	105,954	76,261	38.9
Other expenses	-163,326	-96,220	-69.7
Share of profit or loss of equity-accounted investments	668	1,465	-54.4
Other financial income	2,511	301	734.2
Other financial expenses	-155	-684	77.3
Earnings before interest and tax (EBIT)	175,408	327,076	-46.4
Interest income	11,342	21,085	-46.2
Interest expense	-53,421	-55,403	3.6
Profit before tax from continuing operations	133,329	292,758	-54.5
Income taxes	-35,999	-79,630	54.8
Profit after tax from continuing operations	97,330	213,128	-54.3
Loss after tax from discontinued operations	-1,360	-135,544	99.0
Profit for the period	95,970	77,584	23.7
of which attributable to shareholders of
GEA Group Aktiengesellschaft	95,444	77,086	23.8
of which attributable to noncontrolling interests	526	498	5.6

0.53	1.16	-54.4
-0.01	-0.74	99.0
0.52	0.42	23.9
183.8	184.0	-0.1

Consolidated Cash Flow Statement

for the period January 1 - September 30, 2009

	Q1 - Q3	Q1 - Q3
(EUR thousand)	2009	2008
Profit for the period	95,970	77,584
plus income taxes	35,999	79,630
plus profit after tax from discontinued operations	1,360	135,544
Profit before tax from continuing operations	133,329	292,758
Net interest income	42,079	34,318
Earnings before interest and tax (EBIT)	175,408	327,076
Depreciation, amortization, impairment losses, and reversal of impairment losses on
noncurrent assets	71,480	58,768
Other noncash income and expense	-637	4,949
Employee benefit obligations	-28,480	-26,973
Change in provisions	-27,985	-9,662
Gains/losses on disposal of noncurrent assets	-1,527	-989
Change in inventories including unbilled PoC receivables 1	96,250	-41,153
Change in trade receivables	245,352	-11,542
Change in trade payables	-199,688	-149,106
Change in other operating assets and liabilities	-22,579	-18,499
Tax payments	-52,705	-52,015
Net cash flow from operating activities of discontinued operations	-29,153	7,293
Cash flow from operating activities	225,736	88,147
Proceeds from disposal of noncurrent assets	2,601	5,496
Payments to acquire property, plant and equipment, and intangible assets	-86,202	-93,418
Payments to acquire noncurrent financial assets	-3,352	-11,569
Interest and dividend income	7,731	7,295
Payments to acquire subsidiaries and other businesses	-25,823	-75,939
Proceeds from sale of companies	1,287	-
Cash flow from disposal of discontinued operations	-147,497	-149,876
Net cash flow from investing activities of discontinued operations	-226	-2,475
Cash flow from investing activities	-251,481	-320,486
Dividend payments	-73,643	-36,797
Change in finance leases	-1,136	-931
Proceeds from finance loans	10,193	287,449
Repayments of finance loans	-28,741	-9,071
Interest payments	-26,098	-14,567
Net cash flow from financing activities of discontinued operations	267	-1,251
Cash flow from financing activities	-119,158	224,832
Effect of exchange rate changes and other changes on cash and cash equivalents	7,063	-430
Change in unrestricted cash and cash equivalents	-137,840	-7,937
Unrestricted cash and cash equivalents at beginning of period	431,106	272,717
Adjustment of unrestricted cash and cash equivalents from discontinued operations at beginning of period	-	-11
Unrestricted cash and cash equivalents at end of period	293,266	264,769
Restricted cash and cash equivalents	3,658	11,617
Cash and cash equivalents reported in the balance sheet	296,924	276,386

1) including advance payments received

Consolidated Statement of Comprehensive Income

for the period July 1 - September 30, 2009

	07/01/2009	07/01/2008
(EUR thousand)	- 09/30/2009	- 09/30/2008
Profit or loss for the period	34,802	-44,384
Exchange differences on translating foreign operations	-12,340	38,486
Available-for-sale financial assets	-1	3
Cash flow hedges	2,508	-13,759
Other comprehensive income	-9,833	24,730
Total comprehensive income	24,969	-19,654
of which attributable to GEA Group shareholders	25,024	-19,522
of which attributable to minority interests	-55	-132

Consolidated Statement of Comprehensive Income

for the period January 1 - September 30, 2009

	01/01/2009	01/01/2008
(EUR thousand)	- 09/30/2009	- 09/30/2008
Profit or loss for the period	95,970	77,584
Exchange differences on translating foreign operations	-11,073	17,323
Available-for-sale financial assets	26	3
Cash flow hedges	7,461	-6,798
Other comprehensive income	-3,586	10,528
Total comprehensive income	92,384	88,112
of which attributable to GEA Group shareholders	92,073	87,706
of which attributable to minority interests	311	406

Consolidated Statement of Changes in Equity

as of September 30, 2009

(EUR thousand)	Subscribed capital	Capital reserves	Retained earnings	Translation of foreign operations	Available-for-sale financial assets	Cash flow hedges	Equity attributable to shareholders of GEA Group AG	Noncontrolling interests	Total
Balance at Dec. 31, 2007
(183,982,845 shares)	496,890	1,079,610	-130,398	-41,796	27	5,837	1,410,170	3,508	1,413,678
Comprehensive
income			99,630	-920	-52	-17,821	80,837	1,424	82,261
Redemption of treasury
shares			-2,124				-2,124		-2,124
Dividend payment by
GEA Group AG			-36,797				-36,797		-36,797
Change in other
noncontrolling interests								-1,613	-1,613
Balance at Dec. 31, 2008
(183,807,845 shares)	496,890	1,079,610	-69,689	-42,716	-25	-11,984	1,452,086	3,319	1,455,405
Comprehensive
income			95,444	-10,858	26	7,461	92,073	311	92,384
Redemption of treasury
shares									-
Dividend payment by
GEA Group AG			-73,523				-73,523		-73,523
Change in other
noncontrolling interests								-2,468	-2,468
Balance at Sept. 30, 2009
(183,807,845 shares)	496,890	1,079,610	-47,768	-53,574	1	-4,523	1,470,636	1,162	1,471,798

Notes to the Consolidated Financial Statements

1. 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 third quarter have not been audited in accordance with section 317 of the Handelsgesetzbuch (HGB – German Commercial Code) or reviewed by an auditor.

With the exception of the pronouncements effective as of January 1, 2009, the accounting policies applied to the accompanying interim financial statements are the same as those applied as of December 31, 2008 and are described in detail on pages 90 to 108 of the 2008 Annual Report containing GEA Group's IFRS consolidated financial statements. The pronouncements effective January 1, 2009 relate primarily to the presentation of the statement of comprehensive income and the statement of changes in equity. Please refer to the disclosures in the notes to the consolidated financial statements for the first quarter.

No other IFRS pronouncements were required to be applied for the first time in the third quarter in addition to the Standards and Interpretations applied for the first time in the first quarter. No new IFRS pronouncements were issued by the IASB in the third quarter.

These interim financial statements present a true and fair view of the Company's net assets, financial position, and results of operations 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 prolonged deterioration in the global economy, movements in exchange rates and interest rates, as well as material litigation and changes in environmental or other legislation. Production errors, the loss of key customers, and rising borrowing costs may also adversely affect the Group's future performance.

These 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 differences in the order of EUR 1 thousand in certain cases.

2. Basis of consolidation

As of September 30, 2009, the consolidated Group comprised GEA Group Aktiengesellschaft plus 62 domestic (December 31, 2008: 64) and 262 foreign (December 31, 2008: 264) subsidiaries. 4 subsidiaries were consolidated for the first time in the course of the third quarter of 2009. The consolidated Group was reduced by 11 companies as a result of mergers, liquidation, or deconsolidation. Including the changes in the first and second quarters, the number of companies included in the consolidated Group therefore fell by 4 as against December 31, 2008, bringing the total to 324 subsidiaries.

A total of 106 subsidiaries (December 31, 2008: 110) 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. Income statement disclosures

Other expenses include restructuring expenses of EUR 39,043 thousand. These relate to human resources measures at various locations.

4. Income taxes

The taxes recognized during the interim reporting period were calculated using an estimated tax rate of 27.0 percent (previous year: 27.2 percent).

5. Segment reporting

The Group is divided into three operating segments as of September 30, 2009:

• Energy and Farm Technology
• Process Technology
• Other

A detailed description of the individual operating segments' business activities, as well as their products and services, is provided on pages 17 and 18 of the 2008 Annual Report containing GEA Group's IFRS consolidated financial statements.

The segment assets and segment profit or loss for the third quarter are as follows:

Segment information	Energy and Farm	Process
(EUR million)	Technology	Technology	Other	Consolidation	Total
Q3 2009
External revenue	353.9	699.7	7.3	-	1,060.8
Intersegment revenue	0.8	0.9	-0.1	-1.6	-
Total revenue	354.7	700.6	7.2	-1.6	1,060.8
EBITDA	33.5	53.5	0.9	-	87.9
EBIT	25.8	39.8	-2.1	-	63.5
EBT	20.9	35.7	-7.4	-	49.3
Segment assets	1,666.2	3,255.6	1,892.0	-2,120.5	4,693.2
Q3 2008
External revenue	478.2	830.7	9.1	-	1,318.0
Intersegment revenue	0.6	1.2	-	-1.7	-
Total revenue	478.7	831.9	9.1	-1.7	1,318.0
EBITDA	55.6	103.3	-6.1	-	152.7
EBIT	48.9	91.9	-9.1	-	131.8
EBT	47.2	89.7	-20.4	-	116.5
Segment assets	1,704.9	3,343.0	1,941.6	-1,930.7	5,058.8

Segment information	Energy and Farm	Process
(EUR million)	Technology	Technology	Other	Consolidation	Total
Q1 - Q3 2009
External revenue	1,048.5	2,150.6	20.1	-	3,219.2
Intersegment revenue	2.7	4.7	-	-7.4	-
Total revenue	1,051.2	2,155.3	20.1	-7.4	3,219.2
EBITDA	67.7	178.4	0.8	-	246.9
EBIT	46.0	137.5	-8.1	-	175.4
EBT	34.5	123.9	-25.1	-	133.3
Segment assets	1,666.2	3,255.6	1,892.0	-2,120.5	4,693.2
Q1 - Q3 2008
External revenue	1,287.2	2,428.5	25.3	-	3,741.0
Intersegment revenue	1.7	5.5	-	-7.2	-
Total revenue	1,288.9	2,433.9	25.3	-7.2	3,741.0
EBITDA	124.9	272.7	-11.8	-	385.8
EBIT	106.5	240.2	-19.7	-	327.1
EBT	101.3	231.7	-40.2	-	292.8
Segment assets	1,704.9	3,343.0	1,941.6	-1,930.7	5,058.8

The segment asset recognition and measurement policies are the same as those used in the Group and described in the accounting policies section of the 2008 Annual Report. The profitability of the individual Group segments is measured using "earnings before interest, tax, depreciation, and amortization" (EBITDA), "earnings before interest and tax" (EBIT), and "profit or loss before tax" (EBT), as presented in the income statement.

Intersegment revenue is calculated using market prices.

6. Related party transactions

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

Financial Calendar

March 11, 2010	Annual Press Conference / Analysts Meeting on the 2009 Fiscal Year
April 21, 2010	Annual General Meeting on the 2009 Fiscal Year
May 6, 2010	Quarterly Report for the period to March 31, 2010
Juli 30, 2010	Quarterly Report for the period to June 30, 2010
October 29, 2010	Quarterly Report for the period to September 30, 2010

GEA Group Stock: Key Data

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

GEA Group Aktiengesellschaft Dorstener Str. 484 44809 Bochum Germany www.geagroup.com

Public Relations Tel. +49 (0) 234 980-1081 Fax +49 (0) 234 980-1087 Email pr@geagroup.com

Investor Relations Tel. +49 (0) 234 980-1490 Fax +49 (0) 234 980-1087 Email ir@geagroup.com

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 the GEA Group. 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.

This report is a translation of the German original; in the event of variances, the German version shall take precedence over the English translation.