Obligation Fresenius Medical Finance II Inc 5.875% ( USU31434AC42 ) en USD

Société émettrice Fresenius Medical Finance II Inc
Prix sur le marché 100 %  ▼ 
Pays  Etas-Unis
Code ISIN  USU31434AC42 ( en USD )
Coupon 5.875% par an ( paiement semestriel )
Echéance 29/01/2022 - Obligation échue



Prospectus brochure de l'obligation Fresenius Medical Care US Finance II Inc USU31434AC42 en USD 5.875%, échue


Montant Minimal 2 000 USD
Montant de l'émission 700 000 000 USD
Cusip U31434AC4
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's N/A
Description détaillée Fresenius Medical Care US Finance II Inc. est une filiale de Fresenius Medical Care AG & Co. KGaA, opérant dans le secteur des services financiers et fournissant un soutien financier aux activités américaines de Fresenius Medical Care.

L'Obligation émise par Fresenius Medical Finance II Inc ( Etas-Unis ) , en USD, avec le code ISIN USU31434AC42, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/01/2022
L'Obligation émise par Fresenius Medical Finance II Inc ( Etas-Unis ) , en USD, avec le code ISIN USU31434AC42, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







PROSPECTUS/OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
FRESENIUS MEDICAL CARE US FINANCE II, INC.
FMC FINANCE VIII S.A.
$800,000,000 55/8% Senior Notes due 2019
E250,000,000 5.25% Senior Notes due 2019
$700,000,000 57/8% Senior Notes due 2022
Guaranteed on a senior basis by
Guaranteed on a senior basis by
Fresenius Medical Care AG & Co. KGaA,
Fresenius Medical Care AG & Co. KGaA,
Fresenius Medical Care Holdings, Inc. and
Fresenius Medical Care Holdings, Inc. and
Fresenius Medical Care Deutschland GmbH
Fresenius Medical Care Deutschland GmbH
Fresenius Medical Care US Finance II, Inc. (the "Dollar Issuer"), is offering $1,500,000,000 aggregate principal amount of its senior notes, consisting of $800,000,000
aggregate principal amount of its 55/8 % senior notes due 2019 (the "Dollar Notes due 2019") and $700,000,000 aggregate principal amount of its 57/8 % senior notes due 2022
(the "Dollar Notes due 2022") (together, the "Dollar-denominated Notes"). FMC Finance VIII S.A. (the "Euro Issuer" and, together with the Dollar Issuer, the "Issuers"), is
offering A250,000,000 aggregate principal amount of its 5.25% senior notes due 2019 (the "Euro-denominated Notes" and, together with the Dollar-denominated Notes, the
"Notes"). The Dollar Issuer will pay interest on the Dollar-denominated Notes and the Euro Issuer will pay interest on the Euro-denominated Notes semi-annually on
January 31 and July 31 of each year, commencing July 31, 2012. The Dollar Notes due 2019 and the Euro-denominated Notes will mature on July 31, 2019 and the Dollar
Notes due 2022 will mature on January 31, 2022.
The Dollar-denominated Notes will be senior unsecured obligations of the Dollar Issuer and will rank equally with all of its existing and future senior unsecured indebtedness.
The Euro-denominated Notes will be senior unsecured obligations of the Euro Issuer and will rank equally with all of its existing and future senior unsecured indebtedness. All of the
Notes will be guaranteed on a senior unsecured basis by Fresenius Medical Care AG & Co. KGaA (the "Company"), Fresenius Medical Care Holdings, Inc. and Fresenius Medical
Care Deutschland GmbH (together with the Company, the "Guarantors"). Other subsidiaries of Fresenius Medical Care AG & Co. KGaA will not guarantee the Notes. The Notes
and the guarantees will be effectively subordinated to all secured indebtedness of the Issuers and the Guarantors to the extent of the value of the collateral securing such indebtedness
and structurally subordinated to all liabilities of Fresenius Medical Care AG & Co. KGaA's subsidiaries that are not guaranteeing the Notes.
The Notes are subject to the redemption provisions set out elsewhere in this prospectus/offering memorandum.
This document is an offering memorandum in connection with an offering of securities that has not been registered under the Securities Act of 1933, as amended, or any U.S. state
securities laws. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued under this prospectus/
offering memorandum or determined if this prospectus/offering memorandum is accurate or complete. Any representation to the contrary is a criminal offense.
This prospectus/offering memorandum constitutes a prospectus within the meaning of Article 5 para. 3 of Directive 2003/71/EC of the European Parliament and the
Council of November 4, 2003 (as amended, inter alia, by Directive 2010/73/EU) (the "Prospectus Directive") since application has been made to list the Notes on the official
list of the Luxembourg Stock Exchange and to admit the Notes to trading on the regulated market of the Luxembourg Stock Exchange, a market appearing on the list of
regulated markets issued by the European Commission pursuant to Directive 2004/39/EC of April 21, 2004 on markets in financial instruments.
This prospectus/offering memorandum will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg
Stock Exchange (www.bourse.lu). This prospectus/offering memorandum has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") of the
Grand Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority under the Luxembourg law relating to prospectuses dated July 10, 2005 (Loi relative aux
prospectus pour valeurs mobilières, the "Luxembourg Prospectus Law"), which implements the Prospectus Directive into Luxembourg law.
We have requested the CSSF to provide the competent authority in the Federal Republic of Germany ("Germany") with a certificate of approval attesting that this
prospectus/offering memorandum has been prepared in accordance with the Luxembourg Prospectus Law (the "Notification"). Until such Notification is given in Germany,
and at all times in other Member States of the European Economic Area ("Member States"), offers will be made only pursuant to an exception under Section 3 of the German
Securities Prospectus Act or an applicable exception under the national legislation of the Member State implementing the Prospectus Directive, as the case may be. The CSSF
assumes no responsibility with regard to the economic and financial soundness of the transaction and the quality and solvency of the Issuers.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 19.
Dollar Notes due 2019 Issue Price: 100%
Dollar Notes due 2022 Issue Price: 100%
Euro-denominated Notes Issue Price: 100%
Delivery of the Dollar-denominated Notes to investors in book entry form will be made through the Depository Trust Company and delivery of the Euro-denominated Notes in
book-entry form will be made through Euroclear and Clearstream, in each case on or about January 26, 2012.
The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws and may not be offered
or sold within the United States or to, or for the account or benefit of, any U.S. person except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only (a) outside the United States to non-U.S. persons in compliance
with Regulation S under the Securities Act and (b) to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. For details about eligible
offers, deemed representations and agreements by investors and transfer restrictions, see "Transfer Restrictions."
Joint Lead Managers and Bookrunners for the
Joint Lead Managers and Bookrunners for the
Dollar-denominated Notes
Euro-denominated Notes
BofA Merrill Lynch Deutsche Bank Barclays Capital J.P. Morgan
Deutsche Bank BofA Merrill Lynch Crédit Agricole CIB UniCredit Bank
Scotia Capital
Wells Fargo Securities
Co-Lead Managers for the Dollar-denominated Notes
Co-Lead Managers for the Euro-denominated Notes
BNY Mellon Capital Markets, LLC BNP PARIBAS Commerzbank DNB Markets
BayernLB DZ BANK AG Helaba Mediobanca
HSBC Mizuho Securities Morgan Stanley RBC Capital Markets
Raiffeisen Bank International AG Société Générale Corporate & Investment Banking WestLB AG
RBS Santander SunTrust Robinson Humphrey
The date of this prospectus/offering memorandum is January 19, 2012.


You should rely only on the information contained in this prospectus/offering memorandum and the
documents incorporated by reference herein. We have not authorized any person to provide you with any
information or represent anything about us or this offering that is not contained in this prospectus/offering
memorandum or the incorporated documents. If given or made, any such other information or
representation should not be relied upon as having been authorized by us or the initial purchasers. We
are not, and the initial purchasers are not, making an offer to sell these Notes in any jurisdiction where an
offer or sale is not permitted.
TABLE OF CONTENTS
Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Notice to New Hampshire Residents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
Notice to Investors in the European Economic Area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
Notice to Investors in the United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
Non-GAAP and Non-IFRS Financial Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Market and Industry Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
The Issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Selected Historical Consolidated Financial Data Prepared Under U.S. GAAP and Other Data . . . . . . . . . . . . . . . . .
42
Selected Historical Consolidated Financial Data Prepared Under IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Selected Financial Data for the Issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Business -- Recent Developments and Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
The Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
Description of Certain Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
Certain Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
Plan of Distribution and Offer of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
Service of Process and Enforceability of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
Annex 1 German Translation of the Summary (Zusammenfassung) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Z-1
Annex 2 German Translation of the Description of the Notes (Beschreibung der Schuldverschreibungen) . . . . . . . . .
U
¨ -1
IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED WITH RESPECT TO THE DOLLAR-DENOMINATED NOTES AND DEUTSCHE
BANK AG WITH RESPECT TO THE EURO-DENOMINATED NOTES, EACH A "STABILIZING
MANAGER", AND ANY PERSON ACTING FOR THEM MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE APPLICABLE
NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A
LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION ON
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED OR DEUTSCHE BANK AG OR
ANY AGENT FOR THEM TO DO THIS. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD.
SUCH STABILIZATION SHALL BE IN COMPLIANCE WITH ALL APPLICABLE LAWS,
REGULATIONS AND RULES.
i


RESPONSIBILITY STATEMENT
Each of the Issuers and the Guarantors accepts responsibility for the information contained or incorporated by
reference in this prospectus/offering memorandum and hereby declares that, having taken all reasonable care to ensure
that such is the case, the information contained or incorporated by reference in this prospectus/offering memorandum is,
to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
The information contained under "Quantitative and Qualitative Disclosures About Market Risks --
Management of Foreign Exchange and Interest Rate Risks -- Foreign Exchange Risk" in our Annual Report
on Form 20-F for the year ended December 31, 2010 (our "2010 Form 20-F") and under "Summary -- Exchange
Rate Information" includes extracts from information and data publicly released by official and other sources.
While we accept responsibility for accurately summarizing the information concerning exchange rate information,
we accept no further responsibility in respect of such information. The information set out in relation to sections of
this prospectus/offering memorandum describing clearing arrangements, including the section entitled "Book-
Entry, Delivery and Form," is subject to any change in or reinterpretation of the rules, regulations and procedures of
The Depository Trust Company, Euroclear and Clearstream as currently in effect. While we accept responsibility
for accurately summarizing the information concerning The Depository Trust Company, Euroclear and
Clearstream, we accept no further responsibility in respect of such information.
Neither the initial purchasers nor any other person mentioned in this prospectus/offering memorandum or the
incorporated documents, except for the Issuers and the Guarantors, is responsible for the information contained or
incorporated by reference in this prospectus/offering memorandum, and accordingly, and to the extent permitted by
the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and
completeness of the information contained or incorporated by reference herein.
NOTICE TO INVESTORS
None of the Dollar Issuer, the Euro Issuer, the Guarantors, the initial purchasers, the Trustee, or any of our or their
respective representatives, affiliates, advisers or agents is making any representation to you regarding the legality of an
investment in the Notes, and you should not construe anything in this prospectus/offering memorandum as legal, business
or tax advice. You should consult your own advisors as to the legal, tax, business, financial and related aspects of an
investment in the Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the
Notes or possess or distribute this prospectus/offering memorandum, and you must obtain all applicable consents and
approvals. None of the Dollar Issuer, the Euro Issuer, the Guarantors, the initial purchasers or the Trustee or any of our or
their affiliates, representatives, advisors or agents shall have any responsibility for any of the foregoing legal
requirements.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained or incorporated by reference in this prospectus/offering memorandum.
Nothing contained or incorporated by reference in this prospectus/offering memorandum is or should be relied upon
as a promise or representation by the initial purchasers as to the past or the future. You agree to the foregoing by
accepting this prospectus/offering memorandum.
We are offering the Notes in reliance on an exemption from registration under the Securities Act and in an
offshore transaction pursuant to Regulation S under the Securities Act for offers and sales of securities that do not
involve a public offering. The Notes may not be offered or sold except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and any applicable U.S. state securities
laws. You must comply with all applicable laws and regulations in force in any applicable jurisdiction, and you must
obtain any consent, approval or permission required for the purchase, offer or sale by you of the Notes under the
laws and regulations in force in the jurisdictions to which you are subject or in which you make such purchase, offer
or sale, and neither we nor the initial purchasers will have any responsibility therefor.
The Notes are subject to restrictions on offers, sales and transfers, which are described under "Notice to New
Hampshire Residents." "Notice to Investors in the European Economic Area," and "Notice to Investors in the United
Kingdom". By possessing this prospectus/offering memorandum or purchasing any Notes, you will be deemed to
ii


have represented and agreed to all of the provisions contained in those sections of this prospectus/offering
memorandum. You may be required to bear the financial risks of this investment for an indefinite period of time.
Each person receiving this prospectus/offering memorandum acknowledges that (1) we have afforded it an
opportunity to request and to review, and it has received, all additional information considered by it to be necessary
to verify the accuracy of or to supplement the information contained or incorporated by reference in this prospectus/
offering memorandum, (2) investing in the Notes involves risks, (3) it has not relied upon the initial purchasers or
any person affiliated with the initial purchasers in connection with its investigation of the accuracy of such
information or its investment decision, (4) this prospectus/offering memorandum relates to offerings exempt from
registration under the Securities Act and does not comply in important respects with Securities and Exchange
Commission ("SEC") rules that would apply to an offering document relating to a public offering of securities and
(5) no person has been authorized to give information or to make any representation concerning us, this offering or
the Notes, other than as contained in this prospectus/offering memorandum and the incorporated documents, in
connection with an investor's examination of us and the terms of this offering.
Neither the Securities and Exchange Commission nor any U.S. state securities regulator has approved or
disapproved of these securities or determined that this prospectus/offering memorandum is accurate or
complete. Any representation to the contrary is a criminal offense in the United States.
You may not use any information herein for any purpose other than considering an investment in the Notes. We
reserve the right to withdraw this offering of the Notes at any time. We and the initial purchasers reserve the right to
reject any offer to purchase the Notes in whole or in part for any reason or for no reason and to allot to any
prospective purchaser less than the full amount of the Notes sought by such purchaser.
The prospectus/offering memorandum may only be used for the purpose for which it has been established.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED
("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF
STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER, OR CLIENT, ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State"), each initial purchaser has represented and agreed that with effect from
and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the
"Relevant Implementation Date") it has not made and will not make an offer of Notes to the public in that Relevant
Member State, other than the offers contemplated by the prospectus/offering memorandum in Luxembourg and
Germany, from the time the prospectus/offering memorandum has been approved by the CSSF and published and
iii


notified to the relevant competent authority in accordance with the Prospectus Directive as implemented in Germany,
except that it may make an offer of such Notes in that Relevant Member State:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the
2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
relevant initial purchaser or initial purchasers nominated by the relevant Issuer for any such offer; or
(c) in any other circumstances falling within Article 3 para.(2) of the Prospectus Directive,
provided that no such offer of Notes shall require the Issuers or any initial purchaser to publish a prospectus pursuant
to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the
Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes
any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending
Directive" means Directive 2010/73/EU.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
Members of the public are not eligible to take part in the offering. This prospectus/offering memorandum is
directed only at persons in the United Kingdom who are qualified investors within the meaning of the Prospectus
Directive (including any implementing measure in the United Kingdom) ("Qualified Investors") and persons who are:
(a) investment professionals falling within articles 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order");
(b) persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations
etc") of the Order; or
(c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 ("FSMA") in connection with the issue or sale of
any securities may otherwise be lawfully communicated or caused to be communicated.
(all such persons together being referred to as "Relevant Persons"). This document prospectus/offering
memorandum must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons.
Persons distributing this prospectus/offering memorandum must satisfy themselves that it is lawful to do so. Any
investment or investment activity to which this prospectus/offering memorandum relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons.
Each initial purchaser has represented and agreed that:
(a) if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Notes
purchased by it in the offering will not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer and resale to, persons in the United Kingdom other than to Qualified
Investors, or in circumstances in which the prior consent of the Issuer has been given to the proposed offer or
resale;
(b) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business; and
(ii) it has not offered or sold and will not offer or sell the Notes in the United Kingdom other than to
persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
iv


investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect
will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their
businesses where the issue of the Notes has or would otherwise constitute an offer to the public within the
meaning of Section 85(1) of the FSMA by the Issuers;
(c) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21
of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which
Section 21(1) of the FSMA does not apply to the Issuers or the Guarantors;
(d) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and
(e) if it is located in the United Kingdom, it is a Qualified Investor.
PRESENTATION OF FINANCIAL INFORMATION
The financial statements and other financial information of FMC-AG & Co. KGaA contained herein and in the
documents incorporated by reference have been prepared in accordance with accounting principles generally accepted in
the United States of America ("U.S. GAAP"), unless it is expressly indicated herein that financial statements or other
financial information have been prepared in accordance with the International Financial Reporting Standards of the
International Accounting Standards Board (IASB) as adopted by the European Union ("IFRS"). The Company uses U.S.
GAAP to prepare the financial statements that it files with the United States Securities and Exchange Commission pursuant
to the reporting requirements of the U.S. Securities Exchange Act of 1934. It uses IFRS to comply with the reporting
requirements of the German Commercial Code (Handelsgesetzbuch) and other German laws. The financial statements of
the Dollar Issuer included in this prospectus/offering memorandum have been prepared in accordance with U.S. GAAP; the
financial statements of the Euro Issuer included in this prospectus/offering memorandum have been prepared in accordance
with accounting principles generally accepted in Luxembourg ("Luxembourg GAAP").
Financial statements and other financial information prepared in accordance with IFRS are not comparable to,
and could differ from, financial statements and other financial information prepared in accordance with U.S. GAAP.
For a discussion of some of the significant differences between IFRS and U.S. GAAP that affect the Company,
see "Selected Historical Consolidated Financial Data Prepared Under IFRS."
NON-GAAP AND NON-IFRS FINANCIAL MEASURES
Constant currency
Changes in our revenue include the impact of changes in foreign currency exchange rates. We use the non-
GAAP financial measure "at constant exchange rates" in this prospectus/offering memorandum and the documents
incorporated by reference to show changes in our revenue without giving effect to period-to-period currency
fluctuations. Under U.S. GAAP, revenues received in local (non-U.S. dollar) currency are translated into U.S. dollars
at the average exchange rate for the period presented. When we use the term "constant currency," it means that we
have translated local currency revenues for the current reporting period into U.S. dollars using the same average
foreign currency exchange rates for the conversion of revenues into U.S. dollars that we used to translate local
currency revenues for the comparable reporting period of the prior year. We then calculate the change, as a
percentage, of the current period revenues using the prior period exchange rates versus the prior period revenues.
This resulting percentage is a non-GAAP measure referring to a change as a percentage "at constant exchange rates."
We believe that revenue growth is a key indication of how a company is progressing from period to period and
that the non-GAAP financial measure constant currency is useful to investors, lenders, and other creditors because
such information enables them to gauge the impact of currency fluctuations on its revenue from period to period.
However, we also believe that data on constant currency period-over-period changes have limitations, particularly
as the currency effects that are eliminated could constitute a significant element of our revenue and could
significantly impact our performance. We therefore limit our use of constant currency period-over-period changes
v


to a measure for the impact of currency fluctuations on the translation of local currency revenue into U.S. dollars.
We do not evaluate our results and performance without considering both constant currency period-over-period
changes in non-U.S. GAAP revenue on the one hand and changes in revenue prepared in accordance with U.S.
GAAP on the other. We caution the readers of this prospectus/offering memorandum to follow a similar approach by
considering data on constant currency period-over-period changes only in addition to, and not as a substitute for or
superior to, changes in revenue prepared in accordance with U.S. GAAP. We present the fluctuation derived from
U.S. GAAP revenue next to the fluctuation derived from non-GAAP revenue. Because the reconciliation is inherent
in the disclosure, we believe that a separate reconciliation would not provide any additional benefit.
EBITDA
EBITDA, as presented in this prospectus/offering memorandum and the documents incorporated by reference,
is a supplemental measure of our performance that is not required by, or presented in accordance with, U.S. GAAP
or IFRS. It is not a measurement of our financial performance under U.S. GAAP or IFRS and should not be
considered as an alternative to net income or any other performance measures derived in accordance with
U.S. GAAP or IFRS or as an alternative to cash flows from operating activities.
We define "EBITDA" as operating income plus depreciation and amortization. We caution investors that
amounts presented in accordance with our definition of EBITDA may not be comparable to similar measures
disclosed by other issuers, because not all issuers and analysts calculate EBITDA in the same manner, and may not be
presented in accordance with the SEC's rules regarding the use of non-GAAP financial measures. We present
EBITDA because it is the basis for determining compliance with certain covenants contained in our syndicated credit
facility (the "Amended 2006 Senior Credit Agreement"), our 67/8% Senior Notes due 2017 (the "67/8% Senior Notes"),
our 5.50% Senior Notes due 2016 (the "5.50% Senior Notes"), our 5.75% Senior Notes due 2021 (the "5.75% Senior
Notes"), our 5.25% Senior Notes due 2021 (the "5.25% Senior Notes"), our 6.50% dollar-denominated Senior Notes
due 2018 and our 6.50% Euro-denominated Senior Notes due 2018 (collectively, our "6.50% Senior Notes"), our
floating rate Senior Notes due 2016 (the "Floating Rate Senior Notes"), our Euro-denominated notes due 2012 and
2014 (the "Euro Notes") and our European Investment Bank ("EIB") credit facilities due 2013 and 2014. The
5.75% Senior Notes, the 67/8% Senior Notes, the 5.25% Senior Notes, the 5.50% Senior Notes, the 6.50% Senior Notes
and the Floating Rate Senior Notes are collectively referred to in this prospectus/offering memorandum as the
Company's "Outstanding Senior Notes." You should not consider EBITDA to be an alternative to net earnings
determined in accordance with U.S. GAAP or IFRS or to cash flow from operations, investing activities or financing
activities. In addition, not all funds depicted by EBITDA are available for management's discretionary use. For
example, a substantial portion of such funds is subject to contractual restrictions and functional requirements for debt
service, to fund necessary capital expenditures and to meet other commitments from time to time as described in more
detail elsewhere in our public filings. For a reconciliation of EBITDA to cash flow provided by operating activities,
which we consider to be our most directly comparable U.S. GAAP financial measure, see "Operating and Financial
Review and Prospects -- Financial Condition and Results of Operations -- Liquidity and Capital Resources -- Debt
Covenant Disclosure -- EBITDA" in our 2010 Form 20-F and "Financial Condition and Results of Operations --
Liquidity and Capital Resources -- Non-U.S. GAAP Measures -- EBITDA" in our Report on Form 6-K for the
month of November 2011 dated November 3, 2011 (our "November 2011 Form 6-K").
CERTAIN DEFINED TERMS
In this prospectus/offering memorandum, (1) the "Company" refers to both Fresenius Medical Care AG prior
to the transformation of legal form discussed under "Summary -- Our Company -- History" below and to
Fresenius Medical Care AG & Co. KGaA after the transformation; (2) "we", "us" and "our" refers either to
the Company or the Company and its subsidiaries on a consolidated basis both before and after the transformation,
as the context requires; (3) "Fresenius Medical Care AG" and "FMC-AG" refers to the Company as a German stock
corporation before the transformation of legal form and "FMC-AG & Co. KGaA" refers to the Company as a
German partnership limited by shares after the transformation; (4) "FMCH" and "D-GmbH" refer, respectively, to
Fresenius Medical Care Holdings, Inc., the holding company for our North American operations and a guarantor of
the Notes and to Fresenius Medical Care Deutschland GmbH, one of our German subsidiaries and a guarantor of the
Notes; (5) "Fresenius SE" refers to Fresenius SE & Co. KGaA, a German partnership limited by shares resulting
vi


from the change of legal form of Fresenius SE (effective as of January 2011), a European Company (Societas
Europaea) previously called Fresenius AG, a German stock corporation. Fresenius SE owns 100% of the share
capital of our general partner and approximately 30.3% of our ordinary shares as of September 30, 2011. On
November 16, 2011 Fresenius SE announced that it plans to acquire approximately 3,500,000 additional ordinary
shares of the Company, which would raise its ownership of our ordinary shares to approximately 31.5%, and that it
intends to maintain its ownership of our ordinary shares above 30%. "Management AG" refers to Fresenius Medical
Care Management AG, the Company's general partner and a wholly owned subsidiary of Fresenius SE.
FORWARD-LOOKING STATEMENTS
This prospectus/offering memorandum and the documents incorporated by reference herein contain forward-
looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, the "Exchange Act". When used in this prospectus/offering memorandum or
the documents incorporated by reference, the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates" and similar expressions are generally intended to identify forward looking statements.
Although we believe that the expectations reflected in such forward-looking statements are reasonable,
forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy and some of which might not even be anticipated, and future events and actual results, financial and
otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements
contained elsewhere in this prospectus/offering memorandum and in the documents incorporated by reference
herein. We have based these forward-looking statements on current estimates and assumptions made to the best of
our knowledge. By their nature, such forward-looking statements involve risks, uncertainties, assumptions and
other factors which could cause actual results, including our financial condition and profitability, to differ materially
and be more negative than the results expressly or implicitly described in or suggested by these statements.
Moreover, forward-looking estimates or predictions derived from third parties' studies or information may prove to
be inaccurate. Consequently, we cannot give any assurance regarding the future accuracy of the opinions set forth in
this prospectus/offering memorandum or any of the documents incorporated by reference or the actual occurrence
of the developments described herein or therein. In addition, even if our future results meet the expectations
expressed here, those results may not be indicative of our performance in future periods.
These risks, uncertainties, assumptions, and other factors that could cause actual results to differ from our
projected results include, among others, the following:
·
changes in governmental and commercial insurer reimbursement for our complete products and services
portfolio, including the expanded Medicare reimbursement system for dialysis services;
·
changes in utilization patterns for pharmaceuticals and in our costs of purchasing pharmaceuticals;
·
the outcome of ongoing government investigations;
·
the influence of private insurers and managed care organizations;
·
the impact of recently enacted and possible future healthcare reforms;
·
product liability risks;
·
the outcome of ongoing potentially material litigation;
·
risks relating to the integration of acquisitions and our dependence on additional acquisitions;
·
the impact of currency fluctuations;
·
introduction of generic or new pharmaceuticals that compete with our pharmaceutical products;
·
changes in raw material and energy costs; and
·
the financial stability and liquidity of our governmental and commercial payors.
Important factors that could contribute to such differences are noted in this prospectus/offering memorandum
in the sections entitled "Risk Factors" and "Business -- Recent Developments and Additional Information --
Legal Proceedings," in our 2010 Form 20-F in the sections entitled "Key Information -- Risk Factors,"
"Information on the Company" and "Operating and Financial Review and Prospects," and in our November 2011
vii


Form 6-K under the heading "Interim Report of Financial Condition and Results of Operations for the three and nine
months ended September 30, 2011 and 2010."
Our business is also subject to other risks and uncertainties that we describe from time to time in our public
filings. Developments in any of these areas could cause our results to differ materially from the results that we or
others have projected or may project.
Our reported financial condition and results of operations are sensitive to accounting methods, assumptions
and estimates that are the basis of our financial statements. The actual accounting policies, the judgments made in
the selection and application of these policies, and the sensitivities of reported results to changes in accounting
policies, assumptions and estimates, are factors to be considered along with our financial statements and the
discussions under "Results of Operations" in the section entitled "Operating and Financial Review and Prospects"
in our 2010 Form 20-F and in our November 2011 Form 6-K under the heading "Interim Report of Financial
Condition and Results of Operations for the three and nine months ended September 30, 2011 and 2010." For a
discussion of our critical accounting policies, see "Operating and Financial Review and Prospects -- Critical
Accounting Policies" in our 2010 Form 20-F.
MARKET AND INDUSTRY DATA
Where information in this prospectus/offering memorandum and our 2010 Form 20-F has been specifically
identified as having been extracted from third party documents, each of the Issuers and the Guarantors confirms that
this information has been accurately reproduced and that as far as the Issuers and the Guarantors are aware and are
able to ascertain from information published by that third party, no facts have been omitted which would render the
reproduced information inaccurate or misleading. In particular, this prospectus/offering memorandum and our 2010
Form 20-F contain patient and other statistical data related to end-stage renal disease and treatment modalities,
including estimates regarding the size of the patient population and growth in that population. These data have been
compiled using our Market & Competitor Survey ("MCS"), an internal information tool we created to collect,
analyze and communicate relevant market and competition data on the global dialysis market that utilizes annual
country-by-country surveys and publicly available information from our competitors. See "Summary -- Renal
Industry Overview." While we believe the information obtained in our surveys and competitor publications to be
reliable, we have not independently verified the data or any assumptions our MCS is derived from on which the
estimates they contain are based. None of the Issuers, the Guarantors or the initial purchasers makes any
representation as to the accuracy of such information. Market data not attributed to a specific source are our
estimates, compiled using our MCS.
viii


SUMMARY
The following is a summary of the more detailed information appearing elsewhere or incorporated by reference
in this prospectus/offering memorandum. This summary should be read as an introduction to this prospectus/offering
memorandum and the incorporated documents. It does not purport to be complete and is taken from, and is qualified in
its entirety by, the remainder of this prospectus/offering memorandum and the incorporated documents. Any decision
by an investor to invest in the Notes should be based on consideration of this prospectus/offering memorandum as a
whole, including the documents incorporated by reference. Where a claim relating to the information contained or
incorporated by reference in this prospectus/offering memorandum is brought before a court in a Member State of the
European Economic Area, the plaintiff investor might, under the national legislation of such court, have to bear the
costs of translating the prospectus/offering memorandum or the incorporated documents before the legal proceedings
are initiated. Civil liability attaches to the Issuers, but only if this summary is misleading, inaccurate or inconsistent
when read together with the other parts of this prospectus/offering memorandum, including the incorporated
documents. You should carefully read this entire prospectus/offering memorandum, including the "Risk Factors"
section, the documents incorporated by reference and the financial statements and the related notes contained in the
incorporated documents. Unless the context otherwise requires or except as otherwise indicated, "we," "us," "our"
and similar terms, as well as references to "the Company" and "FMC-AG & Co. KGaA," include Fresenius Medical
Care AG & Co. KGaA and its consolidated subsidiaries including the Issuers. The "Dollar Issuer" refers to Fresenius
Medical Care US Finance II, Inc. as the issuer of the Dollar-denominated Notes offered hereby and the "Euro Issuer"
refers to FMC Finance VIII S.A. as the issuer of the Euro-denominated Notes offered hereby, and "Issuers" refers
collectively to the Dollar Issuer and the Euro Issuer. You will find definitions of the capitalized terms used in this
prospectus/offering memorandum in the section entitled "Description of the Notes" as well as elsewhere in this
prospectus/offering memorandum. Except for (i) the amounts set forth under "Summary, Historical Consolidated
Financial Information Data and Other Data -- IFRS" and under "Selected Historical Consolidated Financial Data
Prepared Under IFRS,"and (ii) the financial statements listed under the heading "Incorporation by Reference --
Financial Statements Prepared in Accordance with IFRS Incorporated by Reference," all financial information of the
Company contained in this prospectus/offering memorandum and in the documents incorporated by reference herein
is presented in, or has been derived from our financial statements prepared in accordance with, U.S. GAAP. The
financial statements of the Dollar Issuer included in this prospectus/offering memorandum have been prepared in
accordance with U.S. GAAP. The financial statements of the Euro Issuer included in this prospectus/offering
memorandum have been prepared in accordance with Luxembourg GAAP.
Our Company
Our Business
Based on publicly reported sales and number of patients treated, we are the world's largest kidney dialysis company,
operating in both the field of dialysis products and the field of dialysis services. See "Renal Industry Overview" below, for a
description of our internal information data gathering tool. Our dialysis business is vertically integrated, providing dialysis
treatment at our own dialysis clinics and supplying these clinics with a broad range of products. In addition, we sell dialysis
products to other dialysis service providers. At September 30, 2011, we provided dialysis treatment to 228,239 patients in
2,874 clinics worldwide located in approximately 40 countries. In the U.S. we also operate outpatient vascular access
centers, perform clinical laboratory testing and provide inpatient dialysis services and other services under contract to
hospitals. In the nine months ended September 30, 2011, we provided approximately 25.5 million dialysis treatments, an
increase of approximately 9% over the comparable period of 2010, and in 2010, we provided approximately 31.7 million
dialysis treatments, an increase of approximately 8% compared to 2009. We also develop and manufacture a full range of
equipment, systems and disposable products, which we sell to customers in more than 120 countries. For the year ended
December 31, 2010, we had net revenues of $12.1 billion, a 7% increase (7% in constant currency) over 2009 revenues, and
EBITDA of $2.4 billion. For the twelve months ended September 30, 2011, we had net revenues of $12.6 billion and
EBITDA of $2.6 billion. We derived 67% of our revenues for the twelve months ended December 31, 2010 from our North
American operations and 33% from our International operations, which include our operations in Europe (21%), Latin
America (5%) and Asia-Pacific (7%). Our ordinary shares and our preference shares are listed on the Frankfurt Stock
Exchange and American Depositary Receipts evidencing our ordinary shares and our preference shares are listed on the
New York Stock Exchange. On January 12, 2012 we had an equity market capitalization of approximately $20.8 billion.
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