Obligation Fresenius AG 1.875% ( XS1936208252 ) en EUR

Fresenius AG

100 % ▼

Allemagne

XS1936208252 ( en EUR )

1.875% par an ( paiement annuel )

15/02/2025 - Obligation échue

Prospectus brochure de l'obligation Fresenius SE & Co. KGaA XS1936208252 en EUR 1.875%, échue

1 000 EUR

500 000 000 EUR

Fresenius SE & Co. KGaA est une société multinationale allemande de soins de santé qui opère dans les domaines des produits et technologies de dialyse, des soins intensifs et de la nutrition clinique, ainsi que des services de santé.

L'Obligation émise par Fresenius AG ( Allemagne ) , en EUR, avec le code ISIN XS1936208252, paye un coupon de 1.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/02/2025

Base Prospectus
April 12, 2019
This document constitutes three 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), (ii) the base prospectus of Fresenius Finance Ireland
Public Limited Company in respect of Non-Equity Securities and (iii) the base prospectus of Fresenius Finance
Ireland II 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 and Fresenius Finance Ireland II Public Limited
Company, as Guarantor
Fresenius Finance Ireland Public Limited Company
Balbriggan, Co. Dublin, Ireland
as Issuer
Fresenius Finance Ireland II Public Limited Company
Balbriggan, Co. Dublin, Ireland
as Issuer
10,000,000,000
Debt Issuance Programme
(the Programme)
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 authority in the Federal Republic of Germany 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
BNP Paribas
Commerzbank
Credit Suisse
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Santander Corporate & Investment 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). It replaces the base prospectus of the
Issuers relating to the Programme dated January 8, 2019. It is valid for a period of twelve months from its date of
approval.

RESPONSIBILITY STATEMENT
Fresenius SE & Co. KGaA (the Company or the 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, Fresenius Finance Ireland Public Limited Company with its
registered office in Balbriggan, Co. Dublin, Ireland (Fresenius Ireland) and Fresenius Finance Ireland II Public
Limited Company with its registered office in Balbriggan, Co. Dublin, Ireland (Fresenius Ireland II) (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 Guarantor 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 Guarantor
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 Guarantor 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
Guarantor 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 or U.S.), 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.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes will
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a distributor) should take into consideration the target market
assessment; however, a distributor subject to Directive 2014/65/EU (as amended, MiFID II) is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules. None of Fresenius, Fresenius Ireland and Fresenius Ireland II is a manufacturer or distributor
for the purposes of the MiFID Product Governance Rules.
PRIIPs / IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to EEA Retail Investors", the relevant Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available 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 MiFID II or (ii) a customer within the
meaning of Directive 2002/92/EC (as amended or superseded, the Insurance Mediation 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. If the above mentioned legend is included in the
relevant Final Terms, no key information document required by Regulation (EU) No 1286/2014 (as amended, the
PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
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 Guarantee (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 STABILISATION MANAGER(S) (OR PERSONS
ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN THE APPLICABLE FINAL
TERMS MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
3

SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR.
ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES
IS MADE AND, IF BEGUN, MAY CEASE 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 STABILISATION MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY
STABILISATION 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.
BENCHMARK REGULATION - STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION The Final Terms in respect of any Notes offered on the basis of this Prospectus may specify
that amounts payable under the relevant Notes may be calculated by reference to the Euro Interbank Offered Rate
(EURIBOR), which as at the date of this Prospectus is provided by European Money Markets Institute (EMMI), or
the London Interbank Offered Rate (LIBOR), which as at the date of this Prospectus is provided by ICE
Benchmark Administration Limited (IBA). As at the date of this Prospectus, IBA appears whereas EMMI does not
appear on the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority (ESMA) pursuant to article 36 of Regulation (EU) 2016/1011 (the Benchmark Regulation). As
far as the Issuers are aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that
EMMI is not currently required, or may not be required at the date of the relevant Final Terms, to obtain
authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence).
The registration status of any administrator under the Benchmark Regulation is a matter of public record and save
where required by applicable law the Issuers do not intend to include in the relevant Final Terms any information
on the registration status of any administrator.
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. U.S. dollars or $ refer to the lawful currency of the
United States.
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.
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 Group operates is
taken from publicly available sources, including, but not limited to, third-party studies or the Group's 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 Group's internal estimates and, as such, may differ from the estimates made by the
Group's 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
4

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", "General Information on the Issuer and the Guarantor - Fresenius SE & Co. KGaA",
"General Information on the Issuer and the Guarantor - Fresenius Finance Ireland Public Limited Company",
"General Information on the Issuer and the Guarantor - Fresenius Finance Ireland II 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.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures (APMs) which are not recognised financial
measures under the International Financial Reporting Standards as issued by the International Accounting
Standards Board and as adopted by the European Union (IFRS). Such APMs must be considered only in addition
to, and not as a substitute for or superior to, financial information prepared in accordance with IFRS included
elsewhere in the Prospectus. Investors are cautioned not to place undue reliance on these APMs and are also
advised to review them in conjunction with the financial statements of the Issuers and related notes.
5

TABLE OF CONTENTS
Summary ................................................................................................................................................................................. 7
German Translation of the Summary .................................................................................................................................. 29
Risk Factors .......................................................................................................................................................................... 54
Presentation of Financial Information ................................................................................................................................ 80
General Information on the Issuers and the Guarantor ...................................................................................................... 81
Business of the Fresenius Group ....................................................................................................................................... 101
General Description of the Programme ............................................................................................................................ 127
Terms and Conditions of the Notes ................................................................................................................................... 130
Form of Final Terms .......................................................................................................................................................... 237
Guarantee ............................................................................................................................................................................ 256
Use of Proceeds .................................................................................................................................................................. 266
Taxation .............................................................................................................................................................................. 267
Subscription and Sale ......................................................................................................................................................... 276
General Information ........................................................................................................................................................... 283
Documents Incorporated by Reference ............................................................................................................................. 285
Names and Addresses ........................................................................................................................................................ 288
6

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
of
Disclosure requirement
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
prospectus
is entitled to use the Prospectus and the Final Terms in [Luxembourg] [and]
[Germany] 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 November 4, 2003 (as amended by Directive 2010/73/EU of the
European Parliament and of the Council of November 24, 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 [].]
In the event of an offer being made by a Dealer and/or a further financial
7

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.]
8

SECTION B FRESENIUS SE & CO. KGAA [ISSUER] [GUARANTOR]
Element Description
of
Disclosure requirement
Element
B.1
Legal and
Fresenius SE & Co. KGaA (also referred to as the Company [or the Guarantor] [or
commercial
the Issuer])
name
B.2
Domicile /
Fresenius SE & Co. KGaA is a partnership limited by shares
Legal form /
(Kommanditgesellschaft auf Aktien) incorporated under and governed by the laws of
Legislation /
Germany with its registered seat (Sitz) at Else-Kröner-Strasse 1, 61352 Bad
Country of
Homburg vor der Höhe, Germany. The Legal Entity Identifier (LEI) of Fresenius
incorporation/
SE & Co. KGaA is XDFJ0CYCOO1FXRFTQS51.
Legal Entity
Identifier (LEI)
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
[Guarantor]
outpatient medical care. The health care sector is one of the world's largest
and the
industries. It is relatively insensitive to economic fluctuations compared to other
industries in
sectors. Major trends affecting the health care sector are: rising medical needs
which it
deriving from aging population, the growing number of chronically ill and
operates
multimorbid patients, stronger demand for innovative products and therapies as well
as comprehensive care, 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 and
company for the Group. Fresenius Kabi AG and Fresenius ProServe GmbH are
the [Issuer's]
wholly-owned subsidiaries of Fresenius SE & Co. KGaA; as of December 31, 2018,
[Guarantor's]
the stake in Fresenius Medical Care AG & Co. KGaA held by Fresenius SE & Co.
position within
KGaA amounts to 30.75% (excluding Fresenius Medical Care AG & Co. KGaA
the Group
treasury shares). Fresenius Kabi AG acts as the holding company for our business
segment Fresenius Kabi. Fresenius ProServe GmbH acts as the holding company for
our business segments Fresenius Helios and Fresenius Vamed. Fresenius Medical
Care AG & Co. 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 in turn controlled by its general partner
Fresenius Medical Care Management AG, a wholly-owned subsidiary of Fresenius
SE & Co. KGaA.
The Fresenius Group consists of more than 2,500 subsidiaries and affiliated
companies (including minority holdings) worldwide.
B.9
Profit forecast
Not applicable. No profit forecast or estimate has been made in this Prospectus.
or estimate
B.10
Nature of any
Not applicable; KPMG AG Wirtschaftsprüfungsgesellschaft, The Squaire, Am
qualifications in Flughafen, 60549 Frankfurt am Main, Germany, issued respective unqualified
the audit report auditor's reports, in accordance with IFRS, as adopted by the EU, on the
on historical
consolidated financial statements of Fresenius SE & Co. KGaA for the fiscal years
9

financial
ended on December 31, 2018 and December 31, 2017.
information
B.12
Selected historical key financial information
Change at
constant
Change twelve
currency
Year
months
twelve months
ended
ended
ended
December 31,
December 31, December 31,
2018
2017
2018
2018
(audited)
( in millions)
(%)
Selected Consolidated Statement of Income and Selected Other Consolidated Financial
Information
Sales
33,530
33,886
(1)/ 2(1)
2/ 6(1)
EBITDA(2)(3)(4)
6,681
6,026
11
14
EBITDA, adjusted(2)(3)(4)(5)
5,991
6,267
(3)(1)/ (1)(6)
0(1)/ 2(6)
Operating Income (EBIT)(3)(4)
5,251
4,589
14
18
Operating Income (EBIT),
adjusted(3)(4)(5)
4,561
4,830
(4)(1)/ (2)(6)
(1)(1)/ 1(6)
Net Income(3)
3,714
3,033
22
26
Net Income, adjusted(3)(5)
3,111
3,010
5(1)/ 7(6)
8(1)/ 10(6)
Net Income attributable to shareholders
of Fresenius SE & Co. KGaA(3)
2,027
1,814
12
15
Net Income, adjusted, attributable to
shareholders of
Fresenius SE & Co. KGaA(3)(5)
1,871
1,816
4(1)/ 8(6)
7(1)/ 11(6)
Selected Consolidated Cash Flow Statement Data
Net Cash provided by operating
activities
3,742
3,937
Net Cash used in investing activities
(1,464)
(7,570)
Net Cash used in (provided by)
financing activities
(1,273)
3,872
As of
December 31,
2018
2017
(audited)
( in millions, except ratios)
Selected Consolidated Statement of Financial Position Data and Net Debt
Total Assets
56,703
53,133
Total shareholders' equity
25,008
21,720
Net debt(7)
16,275
17,406
Ratio of Net Debt to EBITDA, adjusted(2)(3)(5)(7)(8)
2.73/ 2.93(9)
2.79
(1)
Growth rates adjusted for IFRS 15 adoption 486 million (Sales only) and divestitures of Care Coordination activities 559
million.
(2)
EBITDA (earnings before interest, tax, depreciation and amortization expenses) means operating income plus depreciation
10