Obligation Fresenius Financial Ireland PLC 2.125% ( XS1554373677 ) en EUR

Fresenius Financial Ireland PLC

100 % ▼

Allemagne

XS1554373677 ( en EUR )

2.125% par an ( paiement annuel )

01/02/2027 - Obligation échue

Prospectus brochure de l'obligation Fresenius Finance Ireland PLC XS1554373677 en EUR 2.125%, échue

1 000 EUR

700 000 000 EUR

Fresenius Finance Ireland PLC est une filiale de Fresenius SE & Co. KGaA, spécialisée dans le financement des activités du groupe Fresenius, principalement dans les secteurs de la santé et des soins médicaux.

L'Obligation émise par Fresenius Financial Ireland PLC ( Allemagne ) , en EUR, avec le code ISIN XS1554373677, paye un coupon de 2.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/02/2027

Base Prospectus
January 6, 2017
This document constitutes two base prospectuses: (i) the base prospectus of Fresenius SE & Co. KGaA in respect
of non-equity securities within the meaning of Art. 22 No. 6(4) of the Commission Regulation (EC) No.809/2004
of April 29, 2004, as amended (Non-Equity Securities) and (ii) the base prospectus of Fresenius Finance Ireland
Public Limited Company in respect of Non-Equity Securities (together, the Prospectus).
Fresenius SE & Co. KGaA
(Bad Homburg vor der Höhe, Federal Republic of Germany)
as Issuer and, in respect of Notes issued by
Fresenius Finance Ireland Public Limited Company, as Parent Guarantor
Fresenius Finance Ireland Public Limited Company
Balbriggan, Co. Dublin, Ireland
as Issuer
10,000,000,000
Debt Issuance Programme
(the Programme)
Fresenius Kabi AG and Fresenius ProServe GmbH unconditionally and irrevocably guarantee the due payment of
interest and principal and additional amounts, if any, for the Notes (as defined below). These guarantees provide
for a release mechanism in certain circumstances as further described in such guarantees.
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF),
which is the Luxembourg competent authority for the purposes of the Luxembourg act relating to prospectuses for
securities dated July 10, 2005, as amended (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières)
(the Prospectus Act) which implements Directive 2003/71/EC, as amended from time to time (the Prospectus
Directive) into Luxembourg law, for its approval of this Prospectus.
Application has been made to list notes issued under the Programme (the Notes) on the official list of the
Luxembourg Stock Exchange and to admit Notes to trading on the regulated market of the Luxembourg Stock
Exchange. However, Notes may also be issued under the Programme which are listed on a stock exchange other
than the Luxembourg Stock Exchange or which are not listed on any stock exchange.
Each Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Act to provide the
competent authorities in the Federal Republic of Germany and The Netherlands with a certificate of approval
attesting that the Prospectus has been drawn up in accordance with the Prospectus Act (Notification). Each Issuer
may request the CSSF to provide competent authorities in additional Member States within the European
Economic Area with a Notification.
Arranger
Deutsche Bank
Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
Commerzbank
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Santander Global Corporate Banking
Société Générale Corporate & Investment Banking
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) as well as on the website of Fresenius (www.fresenius.com). This Prospectus is valid for a period
of twelve months from its date of approval.

RESPONSIBILITY STATEMENT
Fresenius SE & Co. KGaA (the Company or the Parent Guarantor, together with its consolidated group
companies, Fresenius, Fresenius Group or the Group, also referred to as we, us or our) with its registered office
in Bad Homburg vor der Höhe, Federal Republic of Germany and Fresenius Finance Ireland Public Limited
Company with its registered office in Balbriggan, Co. Dublin, Ireland (Fresenius Ireland) (each an Issuer and
together the Issuers) accept responsibility for the information given in this Prospectus.
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts
and contains no omission likely to affect its import.
By approving this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the
transactions under the Programme and the quality or solvency of the Issuers in line with the provisions of article
7(7) of the Prospectus Act.
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference and, in relation to any tranche of Notes (each a Tranche), together
with the relevant final terms (the Final Terms). Full information on the Issuers and any Tranche is only available
on the basis of the combination of the Prospectus and the relevant Final Terms.
NOTICE
Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information with
regard to the Issuers, the Parent Guarantor, Fresenius Kabi AG (Kabi), Fresenius ProServe GmbH (ProServe and
Kabi and ProServe each a Subsidiary Guarantor and together with the Parent Guarantor the Guarantors) and the
Notes which is material in the context of the Programme and the issue and offering of Notes thereunder; that the
information contained herein with respect to the Issuers, the Guarantors and the Notes is accurate and complete in
all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held and
based on reasonable assumptions; that there are no other facts with respect to the Issuers, the Guarantors or the
Notes, the omission of which would make this Prospectus as a whole or any of such information or the expression
of any such opinions or intentions misleading; that the Issuers have made all reasonable enquiries to ascertain all
facts material for the purposes aforesaid.
This Prospectus is valid for 12 months following its date of approval and this Prospectus and any supplement
hereto as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this
Prospectus, any supplement thereto, or any Final Terms and the offering, sale or delivery of any Notes may not be
taken as an implication that the information contained in such documents is accurate and complete subsequent to
their respective dates of issue or that there has been no adverse change in the financial situation of the Issuers or the
Guarantors since such date or that any other information supplied in connection with the Programme is accurate at
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Each Issuer has undertaken with the Dealers to supplement this Prospectus in accordance with Article 13 of the
Prospectus Act or publish a new prospectus in the event of any significant new factor, material mistake or
inaccuracy relating to the information included in this Prospectus in respect of Notes issued on the basis of this
Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted between the time
when this Prospectus has been approved and the closing of any tranche of Notes offered to the public or, as the
case may be, when trading of any tranche of Notes on a regulated market begins in respect of Notes issued on the
basis of this Prospectus.
No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Programme or any information supplied by any
Issuer or any other information in the public domain and, if given or made, such information must not be relied
upon as having been authorised by the Issuers, the Dealers or any of them.
2

Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers, is
responsible for the information contained in this Prospectus or any supplement hereto, or any Final Terms or any
document incorporated herein by reference, 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 in any of these documents.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are
required to inform themselves about and observe any such restrictions. For a description of the restrictions
applicable in the United States of America (United States), the European Economic Area in general, the United
Kingdom, The Netherlands, Luxembourg, and Japan and Ireland see "Selling Restrictions". In particular, the Notes
have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act),
and include notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes
may not be offered, sold or delivered in, into nor within the United States or to U.S. persons.
The language of the Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the Terms
and Conditions may be controlling and binding if so specified in the relevant Final Terms. In respect of the German
law governed Guarantees (including the negative pledge contained therein) the German language version is always
controlling and binding.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
This Prospectus, any supplement thereto and any Final Terms do not constitute an offer or an invitation to
subscribe for or purchase any Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAMME,
THE DEALER OR DEALERS (IF ANY) NAMED AS STABILISING MANAGER(S) IN THE
APPLICABLE FINAL TERMS (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER)
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT SUCH STABILISING MANAGER(S) (OR
PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN AT ANY TIME AFTER THE
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT
TRANCHE OF THE NOTES AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END
NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT
TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE RELEVANT STABILISING MANAGER(S) (OR PERSON(S) ACTING ON
BEHALF OF ANY STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND RULES.
ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAMME THAT IS
TREATED AS IN BEARER FORM FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE
SUBJECT TO LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN CLAUSES 165(J) AND 1287(A) OF THE U.S. INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
In this Prospectus, all references to , EUR or euro are to the currency introduced at the start of the third stage of
the European economic and monetary union, and defined in Article 2 of Council Regulation (EC) No 974/98 of
May 3, 1998, on the introduction of the euro, as amended.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective rating
agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
3

To the extent not otherwise indicated, the information contained in this Prospectus on the market environment,
market developments, growth rates, market trends and competition in the markets in which the Issuers operate is
taken from publicly available sources, including, but not limited to, third-party studies or the Issuers' own
estimates that are also primarily based on data or figures from publicly available sources. The information from
third-party sources that is cited here has been reproduced accurately. As far as the Issuers are aware and are able to
ascertain from information published by such third-party, no facts have been omitted which would render the
reproduced information published inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that would not
be available from publications issued by market research firms or from any other independent sources. This
information is based on the Issuers' internal estimates and, as such, may differ from the estimates made by the
Issuers' competitors or from data collected in the future by market research firms or other independent sources. To
the extent the Issuers derived or summarized the market information contained in this Prospectus from a number of
different studies, an individual study is not cited unless the respective information can be taken from it directly.
The Issuers have not independently verified the market data and other information on which third parties have
based their studies or the external sources on which the Issuers' own estimates are based. Therefore, the Issuers
assume no responsibility for the accuracy of the information on the market environment, market developments,
growth rates, market trends and competitive situation presented in this Prospectus from third-party studies or the
accuracy of the information on which the Issuers' own estimates are based. Any statements regarding the market
environment, market developments, growth rates, market trends and competitive situation presented in this
Prospectus regarding Fresenius Group and its operating divisions contained in this Prospectus are based on own
estimates and/or analysis unless other sources are specified.
Any websites included in the Prospectus are for information purposes only and do not form part of the Prospectus
(except with respect to the documents incorporated by reference into this Prospectus).
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does
not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of
amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms
and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict",
"project" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Prospectus containing information on future earning capacity, plans and expectations regarding
Fresenius Group's business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuers
make to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including Fresenius Group's financial condition and results of
operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or
described in these forward-looking statements. Fresenius Group's business is also subject to a number of risks and
uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus:
"Summary", "Risk Factors", "Fresenius SE & Co. KGaA", "Fresenius Finance Ireland Public Limited Company"
and "Business of the Fresenius Group". These sections include more detailed descriptions of factors that might
have an impact on Fresenius Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In
addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.
4

TABLE OF CONTENTS
Summary ................................................................................................................................................................................. 6
German Translation of the Summary .................................................................................................................................. 31
Risk Factors .......................................................................................................................................................................... 60
Presentation of Financial Information ................................................................................................................................ 81
General Information on the Issuers and the Guarantors .................................................................................................... 83
Business of the Fresenius Group ....................................................................................................................................... 106
General Description of the Programme ............................................................................................................................ 127
Terms and Conditions of the Notes ................................................................................................................................... 129
Form of Final Terms .......................................................................................................................................................... 235
Guarantees .......................................................................................................................................................................... 251
Use of Proceeds .................................................................................................................................................................. 284
Taxation .............................................................................................................................................................................. 285
Subscription and Sale ......................................................................................................................................................... 296
General Information ........................................................................................................................................................... 302
Documents Incorporated by Reference ............................................................................................................................. 304
Names and Addresses ........................................................................................................................................................ 308
5

SUMMARY
Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Sections
A E (A.1 E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer,
it is possible that no relevant information can be given regarding the Element. In this case a short description of the
Element is included in the summary with the mention of 'not applicable'.
SECTION A INTRODUCTION AND WARNINGS
Element Description
Disclosure requirement
of Element
A.1
Warnings
This Summary should be read as an introduction to the Prospectus.
Any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole and the relevant Final Terms by the investor.
Where a claim relating to the information contained in the Prospectus or the relevant
Final Terms is brought before a court, the plaintiff investor might, under the
national legislation of the Member States of the European Economic Area, have to
bear the costs of translating the Prospectus and the Final Terms, before the legal
proceedings are initiated.
Civil liability attaches only to those persons which have tabled the Summary
including any translation thereof, but only if the Summary is misleading, inaccurate
or inconsistent when read together with the other parts of the Prospectus or the
relevant Final Terms or it does not provide, when read together with the other parts
of the Prospectus and the relevant Final Terms, key information in order to aid
investors when considering whether to invest in such Notes.
A.2
Consent to the [Each Dealer and/or each further financial intermediary subsequently reselling or
use of the
finally placing Notes if and to the extent so expressed in [the][these] Final Terms is
prospectus
entitled to use the Prospectus and the Final Terms in
[Luxembourg][,][Germany][and][The Netherlands] for the subsequent resale or
final placement of the Notes during the period from [] to [], provided however,
that the Prospectus is still valid in accordance with Article 11(2) of the Luxembourg
act relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux
prospectus pour valeurs mobilières) which implements Directive 2003/71/EC of the
European Parliament and of the Council of 4 November, 2003 (as amended by
Directive 2010/73/EU of the European Parliament and of the Council of 24
November 2010).
The Prospectus may only be delivered to potential investors together with all
supplements published before such delivery. Any supplement to the Prospectus is
available for viewing in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
When using the Prospectus and the Final Terms, each Dealer and/or relevant further
financial intermediary must make certain that it complies with all applicable laws
and regulations in force in the respective jurisdictions.
[Such consent is also subject to and given under the condition [].]
6

In the event of an offer being made by a Dealer and/or a further financial
intermediary, the Dealer and/or the further financial intermediary shall
provide information to investors on the terms and conditions of the Notes at
the time of that offer.]
[Not applicable. The Issuer does not give consent to the use of the Prospectus for
the subsequent resale or final placement of the Notes to any dealer or financial
intermediary.]
7

SECTION B FRESENIUS SE & CO. KGAA [ISSUER] [PARENT GUARANTOR]
Element Description
of Disclosure requirement
Element
B.1
Legal and Fresenius SE & Co. KGaA (also referred to as the Company [or the Parent
commercial
Guarantor] [or the Issuer])
name
B.2
Domicile / Fresenius SE & Co. KGaA is a partnership limited by shares (Kommanditgesellschaft
Legal form / auf Aktien) incorporated under and governed by the laws of Germany with its
Legislation / registered seat (Sitz) at Else-Kröner-Strasse 1, 61352 Bad Homburg vor der Höhe,
Country of Germany.
incorporation
B.4b
Known trends Fresenius SE & Co. KGaA together with its consolidated group companies
affecting the (Fresenius, Fresenius Group or the Group, also referred to as we, us or our) is a
[Issuer]
global health care group with products and services for dialysis, hospitals and
[Parent
outpatient medical care. The health care sector is one of the world's largest
Guarantor]
industries. It is relatively insensitive to economic fluctuations compared to other
and the sectors and has posted above-average growth over the past years. Major trends
industries in affecting the health care sector are: rising medical needs deriving from aging
which it population, the growing number of chronically ill and multimorbid patients, stronger
operates
demand for innovative products and therapies, advances in medical technology, the
growing health consciousness, which increases the demand for health services and
facilities and ongoing cost-containment efforts and price pressure in the public health
care sector. In the emerging countries, drivers are: expanding availability and
correspondingly greater demand for basic health care and increasing national
incomes and hence higher spending on health care.
B.5
Description of The Fresenius Group is headed by Fresenius SE & Co. KGaA which acts as holding
the Group company for the Group. Fresenius Kabi AG (Kabi) and Fresenius ProServe GmbH
and the (ProServe) are wholly-owned subsidiaries of Fresenius SE & Co. KGaA; as of
[Issuer's]
September 30, 2016, the stake in Fresenius Medical Care AG & Co. KGaA held by
[Parent
Fresenius SE & Co. KGaA amounts to 30.83% (excluding Fresenius Medical Care
Guarantor's]
AG & Co. KGaA treasury shares). Kabi acts as the holding company for our business
position
segment Fresenius Kabi. ProServe acts as the holding company for our business
within the segments Fresenius Helios and Fresenius Vamed. Fresenius Medical Care AG & Co.
Group
KGaA acts as holding company for the fully consolidated Fresenius Medical Care
AG & Co. KGaA and its subsidiaries on a consolidated basis, as a standalone
company and as our consolidated subsidiary and business segment (Fresenius
Medical Care) which is again controlled by its general partner Fresenius Medical
Care Management AG, a wholly-owned subsidiary of Fresenius SE & Co. KGaA.
The Fresenius Group consists of 2,512 subsidiaries and affiliated companies
(including minority holdings) worldwide (as at December 31, 2015).
B.9
Profit forecast Not applicable. No profit forecast or estimate has been made in the Prospectus.
or estimate
B.10
Nature of any Not applicable; KPMG AG Wirtschaftsprüfungsgesellschaft issued respective
qualifications
unqualified auditor's reports, in accordance with IFRS and U.S. GAAP, on the
in the audit consolidated financial statements of Fresenius SE & Co. KGaA for the fiscal years
report on ended on December 31, 2015 and 2014.
historical
financial
information
8

B.12
Selected historical key financial information
US GAAP
Twelve
months
ended
Nine months
September
ended September
Year Ended
30,
30,
December 31,
2016
2016
2015
2015
2014
(unaudited)
(audited)
( in millions, except ratios)
Selected Consolidated Statement of Income & Selected Other Consolidated Financial
Information
Sales
28,602
21,345 20,369
27,626
23,231
EBITDA(1)
5,293
3,949
3,646
4,990
4,051
EBITDA, adjusted (1) (2)
5,348
3,949*
3,674
5,073
4,095
Operating Income (EBIT)
4,146
3,092
2,821
3,875
3,114
Operating Income (EBIT), adjusted (2)
4,201
3,092*
2,849
3,958
3,158
Net Income attributable to shareholders of
Fresenius SE & Co. KGaA
1,513
1,154
999
1,358
1,067
Net Income, adjusted, attributable to
shareholders of Fresenius SE & Co. KGaA (2)
1,568
1,154*
1,009
1,423
1,086
Selected Consolidated Cash Flow Statement Data
Cash provided by operating activities
3,435
2,259
2,151
3,327
2,585
Cash used in investing activities
(1,855)
(1,356)
(995)
(1,494) (3,351)
Cash provided by (used in) financing activities
(1,377)
(768) (1,373)
(1,982)
1,043
As of September 30,
As of December 31,
2016
2015
2014
(unaudited)
(audited)
( in millions)
Selected Consolidated Statement of Financial Position Data and Net Debt
Total Assets (3)
44,075
43,170(6)
39,788
Total of Fresenius SE & Co. KGaA shareholders'
equity
11,745
10,935
9,335
Net debt (3) (4)
13,345
13,725
14,170
Ratio of Net Debt to EBITDA, adjusted (1) (2) (3) (4) (5)
2.50
2.71
3.39
*
Unadjusted, no adjustments.
(1)
EBITDA (earnings before interest, tax, depreciation and amortization expenses) means operating income plus
depreciation and amortization and is derived from our operating income determined in accordance with U.S. GAAP. We
are presenting this figure on the basis that investors may find it helpful as a measure of our performance. EBITDA is the
basis for determining compliance with certain covenants contained in our 2013 Senior Credit Agreement, the indentures
relating to our senior notes, our Schuldschein Loans or other major financing arrangements. You should not consider
EBITDA to be an alternative to net earnings determined in accordance with U.S. GAAP 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 are 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 this report. EBITDA, as calculated, may not be comparable to similarly titled
measures reported by other companies.
9

(2)
The Group's U.S. GAAP financial results as of September 30, 2016 do not include special items, whereas the U.S.
GAAP financial results as of September 30, 2015 include special items. The Group's U.S. GAAP financial results as of
December 31, 2015, and as of December 31, 2014 comprise special items. The relevant positions of the profit and loss
statement were adjusted for these special items.
(3)
Restated figures for net debt and total assets as of December 31, 2014 as shown in the consolidated financial statements
of the Company for the financial year ended December 31, 2015. 2014-2015 adjusted due to debt issuance restatement
(U.S. GAAP standard ASU 2015-03).
(4)
Net debt (including Fresenius Medical Care's account receivable facility) includes short-term borrowings, short-term
borrowings from related parties, long term debt (including current portion) less cash, cash equivalents.
Net debt is basis for determining compliance with certain covenants contained in our 2013 Senior Credit Agreement, our
Schuldschein Loans or other major financing arrangements.
Since we fully consolidate Fresenius Medical Care AG & Co. KGaA, net debt includes net debt of Fresenius Medical
Care.
(5)
EBITDA means the aggregate amount of EBITDA for Fresenius SE & Co. KGaA's most recently ended four full fiscal
quarters. EBITDA, adjusted, for the twelve months ended September 30, 2016 proforma acquisitions made by Fresenius
Medical Care amounted to 5,355 million. EBITDA, adjusted, for the twelve months ended December 31, 2015
amounted to 5,073 million. EBITDA, adjusted, for the twelve months ended December 31, 2014 including acquired
Rhön hospitals and excluding two HELIOS hospitals and proforma acquisitions made by Fresenius Medical Care
amounted to 4,183 million. Exchange rates applied for net debt as of September 30 or December 31, as applicable. Last
twelve months average exchange rates applied for EBITDA. Ratio or net debt to EBITDA, adjusted in consolidated
financial statements of the Company for the financial years ended December 31, 2015 and December 31, 2014 as well as
in unaudited consolidated financial statements of the Company for the nine-month period ended September 30, 2016 is
calculated (in some parts/in addition) on the basis of last twelve months average exchange rates for both, net debt and
EBITDA.
(6)
Total assets as of December 31, 2015 as derived from the unaudited consolidated financial statements of the company
for the nine-month period ended September 30, 2016 amounts to 42,959 million.
IFRS
Twelve
months
ended
Nine months
September
ended September
Year Ended
30,
30,
December 31,
2016
2016
2015
2015
2014
(unaudited)
(audited)
( in millions, except ratios)
Selected Consolidated Statement of Income & Selected Other Consolidated Financial
Information
Sales
28,990
21,651 20,656
27,995
23,459
EBITDA(1)
5,360
3,959
3,657
5,058
4,072
EBITDA, adjusted (1) (2)
5,409
3,972
3,688
5,125
4,114
Operating Income (EBIT)
4,172
3,058
2,820
3,934
3,117
Operating Income (EBIT), adjusted (2)
4,221
3,071
2,851
4,001
3,159
Net Income attributable to shareholders of
Fresenius SE & Co. KGaA
1,520
1,118
984
1,386
1,070
Net Income, adjusted, attributable to
shareholders of Fresenius SE & Co. KGaA (2)
1,571
1,131
996
1,436
1,088
Selected Consolidated Cash Flow Statement Data
Cash provided by operating activities
3,461
2,273
2,161
3,349
2,560
Cash used in investing activities
(1,882)
(1,371) (1,005)
(1,516) (3,326)
Cash provided by (used in) financing activities
(1,376)
(767) (1,373)
(1,982)
1,043
10