Obligation Fresenius Medica 3.75% ( USU3149FAA76 ) en USD

Fresenius Medica

98.1 % ▲

Etas-Unis

USU3149FAA76 ( en USD )

3.75% par an ( paiement semestriel )

15/06/2029

Prospectus brochure de l'obligation Fresenius Medical USU3149FAA76 en USD 3.75%, échéance 15/06/2029

150 000 USD

500 000 000 USD

U3149FAA7

BBB- ( Qualité moyenne inférieure )

N/A

15/06/2026 ( Dans 127 jours )

Fresenius Medical Care est un fournisseur mondial de services et de produits de dialyse pour les patients atteints d'insuffisance rénale.

L'Obligation émise par Fresenius Medica ( Etas-Unis ) , en USD, avec le code ISIN USU3149FAA76, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2029
L'Obligation émise par Fresenius Medica ( Etas-Unis ) , en USD, avec le code ISIN USU3149FAA76, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

LISTING PROSPECTUS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
$500,000,000
Fresenius Medical Care US Finance III, Inc.
3.750% Notes due 2029
Guaranteed on an unsubordinated basis by Fresenius Medical Care AG & Co. KGaA and
Fresenius Medical Care Holdings, Inc.
Fresenius Medical Care US Finance III, Inc. (Issuer) issued on June 20, 2019 (Issue Date) $500,000,000 aggregate principal
amount of its 3.750% notes due 2029 (Notes). The Issuer will pay interest on the Notes semi-annually on June 15 and De-
cember 15 of each year, commencing December 15, 2019. The Notes will mature on June 15, 2029.
The Notes are unsubordinated obligations of the Issuer and rank equally with all of its existing and future unsubordinated
unsecured indebtedness. The Notes are guaranteed on an unsubordinated basis (together, Note Guarantees) by Fresenius
Medical Care AG & Co. KGaA (Company) as well as Fresenius Medical Care Holdings, Inc. (FMCH and, together with the
Company, Guarantors). Other subsidiaries of the Company do not guarantee the Notes. The Notes and the Note Guaran-
tees are effectively subordinated to all secured indebtedness of the Issuer and the Guarantors to the extent of the value of
the collateral securing such indebtedness and structurally subordinated to all liabilities of the Company's subsidiaries that
are not guaranteeing the Notes. The Notes are subject to the redemption provisions as set out elsewhere in this listing pro-
spectus (Prospectus).
The Prospectus constitutes a prospectus within the meaning of Article 5(3) of the Directive 2003/71/EC of the European
Parliament and of the Council of November 4, 2003 (as amended, inter alia, by Directive 2010/73/EU of the European Par-
liament and of the Council of November 24, 2010) (Prospectus Directive) and has been drafted in accordance with the Lux-
embourg law of July 10, 2005 on prospectuses for securities, as amended, (Loi du 10 juillet 2005 relative aux prospectus
pour valeurs mobilières) (Luxembourg Prospectus Law), which implements the Prospectus Directive into Luxembourg law.
The Prospectus has been approved by the Commission de Surveillance du Secteur Financier (CSSF), in its capacity as compe-
tent authority under the Luxembourg Prospectus Law, and will be published in electronic form on the website of the Lux-
embourg Stock Exchange (www.bourse.lu). By approving the Prospectus, the CSSF gives no undertaking as to the economic
or financial opportuneness of the transaction or the quality and solvency of the Issuer in line with the provisions of Article
7(7) of the Luxembourg Prospectus Law.
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 2014/65/EU of the European Parliament and of the Council of
May 15, 2014 on markets in financial instruments, as amended (MiFID II).
Investing in the Notes involves risks. See "Risk Factors" beginning on page 28.
___________________________________
Issue Price: 98.461% plus accrued interest from the Issue Date
Delivery of the Notes in book-entry form was made through The Depository Trust Company (DTC), including Euroclear Bank
S.A./ N.V. as operator of the Euroclear System and Clearstream Banking, société anonyme, expected on or about June 20,
2019.
___________________________________
The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (Securities Act). The Notes may not be offered or sold within the United States of America (United States or
U.S.) or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers in reliance on the ex-
emption from registration provided by Rule 144A under the Securities Act (Rule 144A) and to certain non-U.S. persons in
offshore transactions in reliance on Regulation S under the Securities Act (Regulation S). You are hereby notified that
sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. See "Notice to Investors" for additional information about eligible offerees and transfer restrictions.
Joint Lead Managers and Bookrunners
BofA Merrill Lynch
Citigroup
Wells Fargo Securities
Barclays
Deutsche Bank Securities
HSBC
Co-Lead Managers
Sun Trust Robinson
DNB Markets
RBC Capital Markets
SMBC Nikko
TD Securities
Humphrey
The date of the Prospectus is June 21, 2019.
1

You should rely only on the information contained in the Prospectus. We have not authorized anyone to
provide you with any information that is different or represent anything about us or the Notes that is not
contained in the Prospectus. If given or made, any such other information or representation should not be
relied upon as having been authorized by us or BofA Securities, Inc., Citigroup Global Markets Inc., Wells Far-
go Securities, LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., DNB Mar-
kets, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc.,
and TD Securities (USA) LLC (collectively, the Initial Purchasers). We are not, and the Initial Purchasers are
not, making an offer to sell the Notes in any jurisdiction where an offer or sale is not permitted. You should
not assume that the information contained in the Prospectus is accurate as of any date other than the date
hereof. The business, financial condition, results of operations and prospects of the Issuer or the Guarantors
or any of their subsidiaries may have changed since that date.
TABLE OF CONTENTS
Table of Contents ......................................................................................................................... 2
RESPONSIBILITY STATEMENT ........................................................................................................ 3
NOTICE TO INVESTORS ................................................................................................................. 3
CERTAIN DEFINED TERMS ............................................................................................................. 8
FORWARD-LOOKING STATEMENTS ............................................................................................... 9
MARKET AND INDUSTRY DATA ................................................................................................... 11
PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA ................................................ 11
CERTAIN DIFFERENCES BETWEEN U.S. GAAP AND IFRS FINANCIAL INFORMATION ........................ 11
OVERVIEW ................................................................................................................................. 13
RISK FACTORS ............................................................................................................................ 29
THE ISSUER ................................................................................................................................ 51
THE GUARANTORS ..................................................................................................................... 53
USE OF PROCEEDS ...................................................................................................................... 57
CAPITALIZATION ......................................................................................................................... 58
SUMMARIZED HISTORICAL CONSOLIDATED FINANCIAL DATA AND OTHER DATA ......................... 60
SUMMARIZED FINANCIAL DATA RELATING TO THE ISSUER AND FMCH ........................................ 63
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................. 64
BUSINESS OF THE GROUP .......................................................................................................... 118
MANAGEMENT.......................................................................................................................... 176
DESCRIPTION OF CERTAIN INDEBTEDNESS ................................................................................. 192
DESCRIPTION OF THE NOTES ...................................................................................................... 195
BOOK-ENTRY, DELIVERY AND FORM .......................................................................................... 216
TAXATION CONSIDERATIONS ..................................................................................................... 222
UNDERWRITING AND SALE OF THE NOTES ................................................................................. 231
INCORPORATION BY REFERENCE ................................................................................................ 234
2

NAMES AND ADDRESSES ........................................................................................................... 240
RESPONSIBILITY STATEMENT
The Issuer and the Guarantors assume responsibility for the information contained or incorporated
by reference in the Prospectus and hereby declare that, having taken all reasonable care to ensure
that such is the case, the information contained or incorporated by reference in the Prospectus is, to
the best of their knowledge, in accordance with the facts and contains no omission likely to affect its
import.
The Prospectus under the heading "Capitalization Exchange Rate Information" includes extracts
from information and data publicly released by official and other sources. While we accept responsi-
bility for accurately summarizing the information concerning exchange rate information, we accept
no further responsibility in respect of such information. See also "Market and Industry Data". The in-
formation set out in relation to sections of the Prospectus describing clearing arrangements, includ-
ing the section entitled "Book-Entry, Delivery and Form," is subject to any change in or reinterpreta-
tion of the rules, regulations and procedures of the DTC, Euroclear Bank S.A./N.V. (Euroclear) and
Clearstream Banking S.A., Luxembourg (Clearstream), as currently in effect. While we accept respon-
sibility for accurately summarizing the information concerning DTC, Euroclear and Clearstream, we
accept no further responsibility in respect of such information.
Neither the Initial Purchasers nor any other person mentioned in the Prospectus or any incorporated
documents, except for the Issuer and the Guarantors, is responsible for the information contained or
incorporated by reference in the Prospectus, 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 Issuer, the Guarantors, the Initial Purchasers, U.S. Bank National Association as trustee
(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 con-
strue anything in the Prospectus as legal, business or tax advice. You should consult your own advi-
sors 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 the Prospectus, and you must obtain all applicable consents and approvals.
None of the Issuer, the Guarantors, the Initial Purchasers or the Trustee or any of their affiliates, rep-
resentatives, advisors or agents shall have any responsibility for any of the foregoing legal require-
ments.
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 the Prospectus. Nothing
contained or incorporated by reference in the Prospectus is or should be relied upon as a promise or
representation by any Initial Purchaser as to the past or the future. You agree to the foregoing by ac-
cepting the Prospectus.
Neither the Notes nor the Note Guarantees have been registered under the Securities Act or the se-
curities laws of any state of the United States, and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Secu-
rities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration
3

requirements of the Securities Act. We have not registered, and do not intend to register, the Notes
or the Note Guarantees under the Securities Act. Notwithstanding anything in the Prospectus to the
contrary, you (and each of your employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the U.S. federal tax treatment and U.S. tax structure of
any offering of the Notes and all materials of any kind (including opinions or other tax analyses) that
are provided to you relating to such U.S. federal tax treatment and U.S. tax structure. However, any
such disclosure of the U.S. federal tax treatment or U.S. tax structure may be subject to restrictions
reasonably necessary to comply with any applicable securities laws.
The Notes have been offered and sold outside the United States within the United States to "quali-
fied institutional buyers" in reliance on Rule 144A under the Securities Act and outside the United
States in reliance on Regulation S under the Securities Act. Purchasers have been notified that the
sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securi-
ties Act provided by Rule 144A. For a description of these and certain other restrictions on offers,
sales and transfers of the Notes and the distribution of the Prospectus, see "Notice to Investors in the
European Economic Area," "Notice to Investors in the Netherlands," "Notice to Investors in the United
Kingdom," and "Notice to Certain Other European Investors," "Notice to Investors in Canada," and,
unless and until the CSSF notifies the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht BaFin) regarding approval of the Prospectus, "Notice to Investors
in Germany". By purchasing any Notes, an investor is deemed to have represented and agreed to all
of the provisions contained in those sections of the Prospectus. You may be required to bear the fi-
nancial risks of this investment for an indefinite period of time.
Each person receiving the Prospectus 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
the Prospectus, (2) investing in the Notes involves risks, (3) it has not relied upon the Initial Purchas-
ers or any person affiliated with the Initial Purchasers in connection with its investigation of the accu-
racy of such information or its investment decision, (4) the Prospectus relates to offerings exempt
from registration under the Securities Act and does not comply in important respects with the Securi-
ties 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, other than as contained in the Prospectus, and in connection with
an investor's examination of us.
Neither the U.S. Securities and Exchange Commission, nor any U.S. state securities regulator, nor
any non- U.S. securities authority has approved or disapproved of these securities or determined
that the Prospectus is accurate or complete. Any representation to the contrary is a criminal of-
fense in the United States.
You may not use any information herein for any purpose other than considering an investment in the
Notes. The Prospectus may only be used for the purpose for which it has been established.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
The Notes have been offered and sold. Any offer of Notes in any member state of the European Eco-
nomic Area (EEA) which has implemented the Prospectus Directive (each, a Relevant Member State)
will only be made in reliance on an exemption from the requirement to publish a prospectus for of-
fers of such Notes pursuant to Article 3(2) of the Prospectus Directive. Accordingly, any person mak-
ing or intending to make an offer of the Notes in a Relevant Member State may only do so in circum-
stances under which no obligation arises for the Issuer or any of the Initial Purchasers to publish a
4

prospectus pursuant to Article 3 of the Prospectus Directive, or a supplement thereto pursuant to Ar-
ticle 16 of the Prospectus Directive, in each case, in relation to the Notes offered. Neither the Issuer
nor the Initial Purchasers have authorized, nor do they authorize, the making of any offer of the
Notes in circumstances in which an obligation arises for the Issuer or the Initial Purchasers to publish
a prospectus or supplement for such offer of the Notes. The expression "Prospectus Directive"
means Directive 2003/71/EC (as amended, inter alia, by the Directive 2010/73/EU) and includes any
relevant implementing measure in the Relevant Member State.
PRIIPs Regulation / Prohibition of sales to EEA retail investors. The Notes are not intended to be of-
fered, sold or otherwise made available to and should not be offered, sold or otherwise made availa-
ble to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Di-
rective 2014/65/EU (as amended, MiFID II); (ii) a customer within the meaning of Directive
2002/92/EC of the European Parliament and of the Council of January 20, 2016 on insurance distribu-
tion (recast) (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not
a qualified investor as defined in the Prospectus Directive. Consequently no key information docu-
ment required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of
26 November 2014 on key information documents for packaged retail and insurance-based invest-
ment products (PRIIPs) (as amended, the PRIIPs Regulation) for offering or selling the Notes or oth-
erwise making them available to retail investors in the EEA has been prepared and, therefore offering
or selling the Notes or otherwise making those available to any retail investor in the EEA may be un-
lawful under the PRIIPS Regulation.
NOTICE TO INVESTORS IN GERMANY
No public offer may be made in the Federal Republic of Germany (Germany). The Notes have only
been available in Germany (i) to, and any offering material in relation to the Notes have been di-
rected only at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Sec-
tion 2 No. 6 of the German Securities Prospectus Act (Wertpapierprospektgesetz - WpPG); or (ii) un-
der any other circumstances that do not require the publication of a prospectus pursuant to Sec-
tion 3(2) of the German Securities Prospectus Act (Wertpapierprospektgesetz). Any resale of the
Notes in Germany may only be made in accordance with the German Securities Prospectus Act
(Wertpapierprospektgesetz) and other applicable laws.
NOTICE TO INVESTORS IN LUXEMBOURG
The Prospectus has not been prepared in connection with a public offering of the Notes as defined in
Part I, Article 2(1) I of the Luxembourg Prospectus Law and has therefore not been approved by the
CSSF for such offerings. The Notes have been offered only (i) to persons who are qualified investors
within the meaning of Part I, Article 5(2) a) of the Luxembourg Prospectus Law; or (ii) under any oth-
er circumstances that do not require the publication of a prospectus pursuant to Part I, Article 5(2) of
the Luxembourg Prospectus Law.
NOTICE TO INVESTORS IN THE NETHERLANDS
The Notes are not and may not be offered in The Netherlands other than to persons or entities who
or which are "Qualified Investors" as defined in the Prospectus Directive or the Dutch Financial Su-
pervision Act.
5

NOTICE TO INVESTORS IN THE UNITED KINGDOM
Members of the public have not been eligible to take part in the offering of the Notes. Any offering
material in relation to the Notes has been 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 Article 19(5) of the Financial Services and Markets Act
2000 (FSMA) (Financial Promotion) Order 2005, as amended (Order);
(b)
persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated asso-
ciations 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 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). Any offering material in relation to
the Notes must not be acted on or relied on in the United Kingdom by persons who are not Relevant
Persons. Persons distributing any offering material in relation to the Notes must satisfy themselves
that it is lawful to do so. Any investment or investment activity to which the offering material in rela-
tion to the Notes relates is available only to Relevant Persons and will be engaged in only with Rele-
vant Persons.
NOTICE TO CERTAIN OTHER EUROPEAN INVESTORS
France
The Prospectus has not been prepared in the context of a public offering in France within the mean-
ing of Article L.41 1-1 of the Code Monétaire et Financier and therefore has not been approved by,
registered or filed with the French Financial Market Authority (Autorité des Marchés Financiers
AMF). Consequently, the Notes have not been offered, directly or indirectly, to the public in France
and the Prospectus has not been and will not be released, issued or distributed or caused to be re-
leased, issued or distributed to the public in France or used in connection with any offer for subscrip-
tion or sale of the Notes to the public in France.
The Notes may only be offered or sold in the Republic of France to qualified investors (investisseurs
qualifies) or to providers of investment services relating to portfolio management for the account of
third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour
compte de tiers), to the exclusion of any individuals (cercle restraint d'investisseurs) all as defined in
and in accordance with articles L.411- 1, L. 411- 2, D. 411-1, D. 744 -1, D. 754 -1 and D. 764 -1 of the
French Code Monétaire et Financier and the applicable regulation thereunder.
Prospective investors are informed that:
(i)
the Prospectus has not been submitted for clearance to the AMF;
(ii)
in compliance with Articles L. 411- 2, D. 411-1, D. 744 -1, D. 754 -1 and D. 764 -1 of the French
Code Monétaire et Financier, any qualified investors subscribing for the Notes should be acting
for their own account; and
6

(iii)
the direct and indirect distribution or sale to the public of the Notes acquired by them may on-
ly be made in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the
French Code Monétaire et Financier.
Italy
The offering of the Notes has not been cleared by the Commissione Nazionale per le Società e la Bor-
sa, the Italian Securities Exchange Commission, (CONSOB) pursuant to Italian securities legislation
and, accordingly, no Notes may be offered, sold or delivered, directly or indirectly, nor may copies of
the Prospectus or of any other document relating to the Notes be distributed in Italy, except:
(i)
to qualified investors (investitori qualificati), as defined by Article 35, first paragraph, letter d)
of CONSOB Regulation No. 20307 of February 15, 2018, as amended, pursuant to Article 100 of
Legislative Decree No. 58 of February 24, 1998, as amended (Italian Financial Act), and Article
34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as amend-
ed; or
(ii)
in other circumstances which are exempted from the rules on public offerings pursuant to Ar-
ticle 100 of the Italian Financial Act and/or the CONSOB Regulation on Issuers.
Any offer, sale, resale or delivery of the Notes or distribution of copies of the Prospectus or any other
document relating to the Notes in Italy under (i) or (ii) above must be:
(a)
made by an investment firm, bank or financial intermediary permitted to conduct such activi-
ties in Italy in accordance with the Italian Financial Act, the CONSOB Regulation on Intermedi-
aries and Legislative Decree No. 385 of September 1, 1993, as amended (Italian Banking Act);
(b)
in compliance with Article 129 of the Italian Banking Act, as amended, and the implementing
guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of
Italy may request information on the issue or the offer of securities in Italy; and
(c)
in compliance with any other applicable laws and regulations or requirement imposed by
CONSOB or other competent Italian authority.
Spain
The Notes may not be sold, offered or distributed to persons in Spain, except in circumstances which
do not constitute a public offer (oferta pública) of securities in Spain, in accordance with article 35 of
the Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la
Ley del Mercado de Valores,as amended (Spanish Securities Market Act) and restated, or pursuant to
an exemption from registration in accordance with article 41 of the Royal Decree 1310/2005 (Real
Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28
de julio, del Mercado de valores, en materia de admisión a negociación de valores en mercados
secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos)
implementing the Spanish Securities Market Act.
The Prospectus is neither approved nor registered in the administrative registries of the Comisión
Nacional del Mercado de Valores, and therefore a public offer for subscription of the Notes will not
be carried out in Spain. Notwithstanding that and in accordance with Article 30.1 of the Spanish Se-
curities Market Law and Article 38 of R.D. 1310/2005, a private placement of the Notes addressed
exclusively to institutional investors (as defined in Article 39 of R.D. 1310/2005) may be carried out in
accordance with the requirements of R.D. 1310/2005.
7

NOTICE TO INVESTORS IN CANADA
The Notes have been sold only to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Notes must be made in accordance with an exemption from, or in a transaction not sub-
ject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with rem-
edies for rescission or damages if the Prospectus (including any amendment thereto) contains a mis-
representation, provided that the remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation of the purchaser's province or territory.
The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the initial
purchasers have not required to comply with the disclosure requirements of NI 33-105 regarding un-
derwriter conflicts of interest in connection with the offering of the Notes.
CERTAIN DEFINED TERMS
In the Prospectus, (1) the terms Company and FMC-AG & Co. KGaA refer to both Fresenius Medical
Care AG prior to the transformation of legal form discussed in "The Guarantors Fresenius Medical
Care AG & Co. KGaA" below, and to Fresenius Medical Care AG & Co. KGaA after the transformation;
(2) the terms we, us, our and group 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) when
used to describe or identify the Company as a Guarantor, the terms Company, Fresenius Medical
Care AG & Co. KGaA, and FMC-AG & Co. KGaA (and we, us, and our in such context) refer only to the
Company individually in such capacity; (4) the term FMCH refers to Fresenius Medical Care Holdings,
Inc., the U.S. holding company for our North American operations and as a Guarantor. In addition,
the term Fresenius SE refers to Fresenius SE & Co. KGaA, a German partnership limited by shares re-
sulting from the change of legal form of Fresenius SE (effective as of January 2011), a European Com-
pany (Societas Europaea) previously called Fresenius AG, a German stock corporation. Fresenius SE
owns 100% of the share capital of our general partner and 94,380,382 of our shares as of May 11,
2019, or 31.1% of our share capital based on a total of 303,136,570 outstanding shares. In the Pro-
spectus, we use Fresenius SE to refer to that company as a partnership limited by shares, effective on
and after January 28, 2011, as well as both before and after the conversion of Fresenius AG from a
stock corporation into a European Company on July 13, 2007. The term General Partner refers to
Fresenius Medical Care Management AG, the Company's general partner and a wholly owned subsid-
iary of Fresenius SE. The term Management Board refers to the members of the management board
of the General Partner and, except as otherwise specified, the term Supervisory Board refers to the
supervisory board of the Company. The term North America Segment refers to our North America
operating segment, the term EMEA Segment refers to our Europe, Middle East and Africa operating
segment, the term Asia-Pacific Segment refers to our Asia-Pacific operating segment, and the term
Latin America Segment refers to our Latin America operating segment. The term Corporate includes
certain headquarters' overhead charges, including accounting and finance, centrally managed pro-
duction, asset management, quality management and procurement within our Global Manufacturing
Quality & Supply and Global Research & Development departments. All references in the Prospectus
to the notes to our financial statements are to the notes to our consolidated financial statements in-
corporated by reference into the Prospectus.
8

FORWARD-LOOKING STATEMENTS
The Prospectus contains forward-looking statements. When used in the Prospectus, the words "out-
look," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar ex-
pressions 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, fi-
nancial and otherwise, could differ materially from those set forth in or contemplated by the for-
ward-looking statements contained elsewhere in the Prospectus. 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, positively or negatively, relative to the results expressly or implicitly described in or sug-
gested 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 assur-
ance regarding the future accuracy of the opinions set forth in the Prospectus or the actual occur-
rence of the projected developments described herein. 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, including associated costs, which 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 U.S. Medicare reimbursement system for dialysis and
other health care services, including potentially significant changes that could be enacted
due to the announced intention of the Trump administration to continue its efforts to repeal
and replace the Patient Protection and Affordable Care Act;
the outcome of government and internal investigations as well as litigation;
risks relating to compliance with current and future government regulations applicable to
our business including, in the U.S., the Anti-Kickback Statute, the False Claims Act, the Stark
Law, the Health Insurance Portability and Accountability Act, the Health Information Tech-
nology for Economic and Clinical Health Act, the Foreign Corrupt Practices Act, the Food,
Drug and Cosmetic Act, and outside the U.S., the EU Medical Device Directive, the EU Gen-
eral Data Protection Regulation, the two invoice policy and the Tendering and Bidding Law in
China and other related local legislation, as well as other comparable regulatory regimes in
many of the countries where we supply health care services and/or products;
possible future disruptions in federal government agencies' operations and funding that
could negatively impact regulatory approvals for our pharmaceutical products, medical de-
vices and regulatory guidance;
the influence of commercial insurers and integrated care organizations, including efforts by
these organizations to manage costs by limiting healthcare benefits, reducing provider reim-
bursement and/or restricting options for patient funding of health insurance premiums;
the impact of health care, tax and trade law reforms and regulation, including those pro-
posed and enacted by the Trump administration in the U.S.;
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product liability risks;
risks relating to our ability to continue to make acquisitions;
risks relating to our ability to attract and retain skilled employees, including shortages of
skilled clinical personnel;
the impact of currency fluctuations;
potential impairment loss on assets in the Latin America Segment due to decreases in the re-
coverable amount of those assets relative to their book value;
our ability to protect our information technology systems against cyber security attacks or
prevent other data privacy or security breaches;
changes in our costs of purchasing and utilization patterns for pharmaceuticals;
introduction of generic or new pharmaceuticals that compete with our products or services
or the development of pharmaceuticals that greatly reduce the progression of chronic kidney
disease;
launch of new technology, or advances in medical therapies, that compete with our medical
businesses;
changes in raw material and energy costs or the inability to procure raw materials;
collectability of our receivables, which depends primarily on the efficacy of our billing prac-
tices and the financial stability and liquidity of our governmental and commercial payors;
our ability to achieve cost savings in various health care risk management programs in which
we participate or intend to participate; and
the greater size, market power, experience and product offerings of certain competitors in
certain geographic regions and business lines.
Important factors that could contribute to such differences are noted in the Prospectus in the sec-
tions entitled "Overview", "Risk Factors", "Management's Discussion and Analysis of Financial Condi-
tion and Results of Operations" and "Business of the Group" in the notes to our audited consolidated
financial statements, and in note 12, "Commitments and Contingencies" of the notes to our consoli-
dated financial statements (unaudited), incorporated by reference in the Prospectus.
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, as-
sumptions and estimates that are the basis of our financial statements. The actual accounting poli-
cies, the judgments made in the selection and application of these policies as well as 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 discussion under "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Results of operations, financial posi-
tion and net assets" below.
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