Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


  

FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER

 
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2015


  

FRESENIUS MEDICAL CARE AG & Co. KGaA
(Translation of registrant's name into English)

 
  

Else-Kröner Strasse 1
61346 Bad Homburg
Germany
(Address of principal executive offices)


  

       Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
       Form 20-F    ý        Form 40-F    o

       Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

       Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

       Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
       Yes    o                    No    ý

       If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 –             .

   


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

 
  Page

Interim Report of Financial Condition and Results of Operations for the three and six months ended June 30, 2015 and 2014

 

 

FINANCIAL INFORMATION

 

 

Management's Discussion and Analysis

 

 

Forward-looking Statements

 

1

Financial Condition and Results of Operations

 

2

Balance Sheet Structure

 

35

Outlook

 

36

Financial Statements

 

 

Consolidated Statements of Income

 

39

Consolidated Statements of Comprehensive Income

 

40

Consolidated Balance Sheets

 

41

Consolidated Statements of Cash Flows

 

42

Consolidated Statement of Shareholders' Equity

 

43

Notes to Consolidated Financial Statements

 

44

Quantitative and Qualitative Disclosures About Market Risk

 

74

Controls and Procedures

 

75

OTHER INFORMATION

 

 

Legal and Regulatory Matters

 

76

Submission of a Matter to a Vote of Security Holders

 

76

Exhibits

 

77

Signatures

 

78

i


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA


Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

FINANCIAL INFORMATION

Management's Discussion and Analysis

Forward-looking Statements

       This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). When used in this report, the words "outlook," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated, and future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements contained elsewhere in this report. 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 suggested by these statements. Moreover, forward-looking estimates or predictions derived from third parties' studies or information may prove to be inaccurate. Consequently, we cannot give any assurance regarding the future accuracy of the opinions set forth in this report or the actual occurrence 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 that could cause actual results to differ from our projected results include, among others, the following:

changes in governmental and commercial insurer reimbursement for our complete products and services portfolio, including the United States ("U.S.") Medicare reimbursement system for dialysis services;

the outcome of government and internal investigations as well as litigation;

risks relating to compliance with the government regulations applicable to our business including, in the U.S., the Anti-Kickback Statute, the False Claims Act, the Stark Law and the Foreign Corrupt Practices Act, the Food, Drug and Cosmetic Act and comparable regulatory regimes in many of the 120 countries in which we supply health care services and/or products;

the influence of commercial insurers and managed care organizations;

the impact of health care reforms;

product liability risks;

risks relating our ability to continue to make acquisitions;

the impact of currency fluctuations;

changes in utilization patterns for pharmaceuticals and in our costs of purchasing pharmaceuticals;

introduction of generic or new pharmaceuticals that compete with our pharmaceutical products;

changes in raw material and energy costs or the ability to procure raw materials;

1


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

collectability of our receivables primarily due to 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 bidding process for our Medicare Advantage plans may adversely affect our profitability.

       Important factors that could contribute to such differences are noted in "Financial Condition and Results of Operations – Overview, legislation and growth – Overview" below, in Note 11 of the Notes to Consolidated Financial Statements (unaudited), "Commitments and Contingencies" included in this report, in Note 20 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies" included in our Annual Report on Form 20-F for the year ended December 31, 2014, and under "Risk Factors" and elsewhere in that report.

       Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings. Developments in any of these areas could cause our results to differ materially from the results that we or others have projected or may project.

       Our reported financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that are the basis of our financial statements. The actual accounting policies, the judgments made in the selection and application of these policies and the sensitivities of reported results to changes in accounting policies, assumptions and estimates, are factors to be considered along with our financial statements and the discussion under "Financial Condition and Results of Operations – Results of Operations" below. There have been no significant changes during the six months ended June 30, 2015 to the items disclosed within the critical accounting policies and estimates in Item 5, "Operating and Financial Review and Prospects – Critical Accounting Policies" in our Annual Report on Form 20-F for the year ended December 31, 2014.

Financial Condition and Results of Operations

       You should read the following discussion and analysis of the results of operations of Fresenius Medical Care AG & Co. KGaA ("FMC-AG & Co. KGaA," or the "Company") and its subsidiaries in conjunction with our unaudited consolidated financial statements and related notes contained elsewhere in this report and our disclosures and discussions in our Annual Report on Form 20-F for the year ended December 31, 2014. The results within this discussion and analysis are unaudited. In this report, "FMC-AG & Co. KGaA," or the "Company," "we," "us" or "our" refers to the Company or the Company and its subsidiaries on a consolidated basis, as the context requires. The term "North America Segment" refers to our North America operating segment; the term "EMEA Segment" refers to the 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 production, asset management, quality management, procurement and research and development. The term "Constant Currency" or at "Constant Exchange Rates" means that we have translated local currency revenues for the current reporting period into U.S. dollars using the same average foreign currency exchange rates for the conversion of revenues into U.S. dollars that we used to translate local currency revenues for the comparable reporting period of the prior year, as described below under "Non – US GAAP Measures for Presentation."

2


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014


Overview, legislation and growth

Overview

       We are the world's largest kidney dialysis company. We provide dialysis care services related to the dialysis treatment a patient with end stage renal disease ("ESRD") receives as well as other health care services. We describe our other health care services as "Care Coordination." Care Coordination services include coordinated delivery of pharmacy services, vascular, cardiovascular and endovascular specialty services, non-dialysis laboratory testing services, physician services, hospitalist and intensivist services, health plan services and urgent care services, which, together with dialysis care services represent our health care services. We also develop and manufacture a full range of dialysis machines, systems and disposable products, which we sell to customers in more than 120 countries. Our dialysis business is vertically integrated, providing dialysis treatment at our own dialysis clinics and supplying these clinics with a broad range of products. In addition, we sell dialysis products to other dialysis service providers. Based on publicly reported sales and number of patients treated, our health care operations in dialysis services and dialysis products make us the world's largest kidney dialysis company. In 2014, we estimated the volume of the global dialysis market was approximately $77 billion. Dialysis patient growth results from factors such as the aging population and increased life expectancies; shortage of donor organs for kidney transplants; increasing incidence of kidney disease and better treatment of and survival of patients with diabetes, hypertension and other illnesses, which frequently lead to the onset of chronic kidney disease; improvements in treatment quality, which prolong patient life; and improving standards of living in developing countries, which make life-saving dialysis treatment available. The key to continued growth in revenue in our dialysis business is our ability to attract new patients in order to increase the number of treatments performed each year. For that reason, we believe the number of treatments performed each year is a strong indicator of continued revenue growth. For information regarding key indicators in Care Coordination, see "Additional Non-GAAP Measures for 2015 – New Business Metrics – Care Coordination," below.

       As a global company delivering health care and dialysis products we face the challenge of addressing the needs of a wide variety of stakeholders, such as patients, customers, payors, regulators and legislators in very different economic environments and healthcare systems. In general, government-funded programs (in some countries in coordination with private insurers) pay for certain health care items and services provided to their citizens. Not all healthcare systems provide for dialysis treatment. Therefore, the reimbursement and ancillary services utilization environment significantly influences our business.

       The majority of treatments we provide are paid for by governmental institutions. Approximately 32% of our consolidated revenues are attributable to U.S. federally-funded health care benefit programs, such as Medicare and Medicaid reimbursement, under which reimbursement rates are set by the Centers for Medicare & Medicaid Services ("CMS"). Legislative changes could affect Medicare reimbursement rates for a significant portion of the services we provide. To date, while we have generally experienced stable reimbursement globally, the stability of reimbursement in the U.S. has been affected by (i) the implementation of the ESRD prospective payment system ("ESRD PPS") in the U.S. in January 2011, (ii) the U.S. federal government across the board spending cuts in payments to Medicare providers commonly referred to as "U.S. Sequestration" (iii) the reduction to the ESRD PPS rate to account for the decline in utilization of certain drugs and biologicals associated with dialysis pursuant to the American

3


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Taxpayer Relief Act of 2012 ("ATRA") and (iv) the enactment of Protecting Access to Medicare Act of 2014 ("PAMA"). Please see the broader discussion of these legislative developments below:

Significant Legislative Impacts on U.S. Reimbursement

Under Medicare Improvements for Patients and Providers Act of 2008 ("MIPPA"), for patients with Medicare coverage, all ESRD payments for dialysis treatments are made under a single bundled payment rate which provides a fixed payment rate, ESRD PPS, to encompass all goods and services provided during the dialysis treatment. MIPPA further created the ESRD quality incentive program ("QIP") which dictates that dialysis facilities that fail to achieve quality standards established by CMS could have payments reduced by up to 2 percent.

MIPPA also includes a provision for an annual adjustment to the ESRD PPS base rate based on changes in the costs of a "market basket" of certain healthcare items and services, less a productivity adjustment.

Additionally, as a result of the Budget Control Act of 2011 (BCA) and subsequent activity in Congress, a $1.2 trillion sequester (across-the-board spending cuts) in discretionary programs took effect on March 1, 2013 and is expected to continue through mid-2024. In particular, a 2% reduction to Medicare payments took effect on April 1, 2013 which continues in force. The across-the-board spending cuts pursuant to U.S. Sequestration have adversely affected and will continue to adversely affect our revenues, earnings and cash flows.

In 2014, as mandated by ATRA, CMS issued a final rule for the ESRD PPS, which phased in payment reductions to account for changes in utilization of certain drugs and biologicals that are included in the ESRD PPS, which were subsequently modified by PAMA. These reductions will reduce our market basket inflation adjustment by – 1.25% in 2016 and 2017, and 1% in 2018.

Recent CMS ESRD PPS Payment Rates

       On November 6, 2014, CMS issued the final rule regarding the ESRD PPS rate for 2015. The base rate per treatment was revised from $239.02 for 2014 to $239.43 for 2015. This change reflected a wage index budget-neutrality adjustment factor of 1.001729.

       On June 26, 2015, CMS issued a proposed ruling regarding the ESRD PPS rate for 2016. Based upon the current proposal, CMS expects that large dialysis organizations will experience a 0.3% increase in payments. The proposal for the base rate per treatment is $230.20, which represents an approximate reduction of 4%, net, from the 2015 base rate. The 2016 proposal reflects a net market basket increase of 0.15% (2% less 1.25% PAMA reduction and 0.6% productivity adjustment), application of a wage index budget-neutrality adjustment factor of 1.000332 and application of a refinement budget-neutrality adjustment factor of 0.959703. However, the approximate 4% reduction is almost completely offset with CMS proposed case mix adjustments based upon their analysis of the fiscal years 2012 and 2013.

4


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Reimbursement Expectation

       As a consequence of the pressure to decrease health care costs, government reimbursement rate increases have historically been limited and are expected to remain stable in the future. We have generally experienced stable reimbursement globally, including the balancing of unfavorable reimbursement changes in certain countries with favorable changes in other countries. In the future we expect to experience generally stable reimbursements for dialysis services globally. However, any significant decreases in Medicare reimbursement rates could have material adverse effects on our health care services business and, because the demand for dialysis products is affected by Medicare reimbursement, on our products business. To the extent that increases in operating costs that are affected by inflation, such as labor and supply costs, are not fully reflected in a compensating increase in reimbursement rates, our business and results of operations may be adversely affected

New or Developing Revenue Streams

       We have applied to participate in CMS' new Comprehensive ESRD Care Model, also known as ESRD Seamless Care Organizations, or "ESCOs," for payment and care delivery that seeks to deliver better health outcomes for ESRD patients while lowering CMS's costs. ESCOs that achieve the program's minimum quality thresholds and generate reductions in CMS's cost of care above certain thresholds for the ESRD patients covered by the ESCO will receive a share of the cost savings. ESCOs that include dialysis chains with more than 200 facilities are required to share in the risk of cost increases and reimburse CMS a share of any such increases. CMS had hoped to launch the ESCO program in January 2015, but recently announced that the commencement date will be in the third quarter of 2015.

       The Bundled Payments for Care Improvement initiative ("BPCI") is a CMS three-year pilot initiative with bundled payments for the individual services furnished to Medicare beneficiaries during a single episode of illness or course of treatment, including acute inpatient hospital services, physician services, and post-acute services. Our majority-owned subsidiary, Sound Inpatient Physicians, Inc. ("Sound") commenced participation under BPCI in April 2015 in several markets. Under the BPCI, we have the ability to receive additional payments if we are able to deliver quality care at a cost that is lower than certain established benchmarks, but also have the risk of incurring financial penalties if we are not successful in doing so. Should we fail to perform as required under the BPCI initiative and our agreement with CMS, CMS may, among other remedies, terminate our right to participate in the BPCI program, in whole or in part.

       We have entered and are proposing to enter into various arrangements which involve taking risk for the complete care of certain ESRD patients in exchange for set payments. We have submitted an application to CMS to obtain approval to offer a Medicare Advantage ESRD Chronic Special Needs Plan ("MA-CSNP") as of January 1, 2016. MA-CSNPs are Medicare health plans offered by private companies that contract with Medicare to provide patients with Medicare benefits. Membership is limited to special needs individuals with specific severe or disabling chronic conditions such as ESRD. MA-CSNPs focus on improving the coordination of care by monitoring health status, managing chronic diseases, avoiding inappropriate hospitalizations and helping beneficiaries manage their condition more effectively on the care continuum. As a MA-CSNP, we will provide services, including Care Coordination services, and receive set payments from CMS for the complete care of ESRD patients who have enrolled in our MA-CSNP. In furtherance of the goal of offering a MA-CSNP, we are acquiring state Health Maintenance Organization ("HMO") and Preferred Provider Organization ("PPO") licenses that will permit us to assume the risk under state law for the complete care of enrolled ESRD patients.

5


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       We have also entered into sub-capitation and other shared savings arrangements with certain payors to provide care to Medicare Advantage ESRD patients. Under these arrangements, a baseline per patient per month amount is established. If we provide complete care for less than the baseline, we retain the difference. If the cost of complete care exceeds the baseline, we owe the payor the difference.

Company Structure

       Beginning in 2015, we increased our operating segments from three to four segments to align with the way in which we currently manage our company. Our operating segments are the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment. Accordingly, the two reporting segments disclosed in prior years (the North America Segment and the International Segment, which was comprised of EMEA, Asia-Pacific and Latin America) have now been reclassified into four reporting segments during 2015. Our management evaluates each segment using measures that reflect all of the segment's controllable revenues and expenses. With respect to the performance of business operations, our management believes that the most appropriate U.S. GAAP measures are revenue, operating income and operating income margin. We do not include income taxes as we believe this is outside the segments' control. Financing is a corporate function which our segments do not control. Therefore, we do not include interest expense relating to financing as a segment measurement. Similarly, we do not allocate certain costs which relate primarily to certain headquarter overhead charges, including accounting and finance ("Corporate"), because we believe that these costs are also not within the control of the individual segments. Production of products, production asset management, quality management and procurement related to production are centrally managed at Corporate. The Company´s global research and development is also centrally managed at Corporate. These Corporate activities do not fulfill the definition of a segment. Products are transferred to the segments at cost; therefore no internal profit is generated. The associated internal revenues for the product transfers and their elimination are recorded as Corporate activities (See Note 14 of the Notes to Consolidated Financial Statements (unaudited) "Segment and Corporate Information" found elsewhere in this report). Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations. In addition, certain revenues, investments and intangible assets, as well as any related expenses, are not allocated to a segment but accounted for as Corporate. Accordingly, all of these items are excluded from our analysis of segment results and are discussed below in our consolidated results of operations.

6


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Results of Operations

       The following tables summarize our financial performance and certain operating results by reporting segment and Corporate for the periods indicated. We prepared the information using a management approach, consistent with the basis and manner in which we internally disaggregate financial information to assist in making internal operating decisions and evaluating management performance. See the table below:

 
  For the three months
ended June 30,
  For the six months
ended June 30,
 
 
  2015   2014   2015   2014  
 
  (in millions)
  (in millions)
 

Total net revenue

                         

North America

  $ 2,946   $ 2,521   $ 5,717   $ 4,914  

EMEA

    668     790     1,297     1,522  

Asia-Pacific

    376     309     729     552  

Latin America

    203     198     401     384  

Corporate

    6     17     15     26  

Total

    4,199     3,835     8,159     7,398  

Operating income

                         

North America

    428     401     768     736  

EMEA

    134     168     275     296  

Asia-Pacific

    67     55     152     89  

Latin America

    16     20     34     38  

Corporate

    (98 )   (88 )   (178 )   (158 )

Total

    547     556     1,051     1,001  

Interest income

    13     13     73     28  

Interest expense

    (115 )   (111 )   (277 )   (223 )

Income tax expense

    (135 )   (177 )   (273 )   (278 )

Net Income

    310     281     574     528  

Less: Net Income attributable to noncontrolling interests

    (69 )   (47 )   (124 )   (89 )

Net Income attributable to shareholders of FMC-AG & Co. KGaA

  $ 241   $ 234   $ 450   $ 439  

7


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Three months ended June 30, 2015 compared to three months ended June 30, 2014

Consolidated Financials

Key Indicators for Consolidated Financial Statements  
 
  For the three months ended
June 30,
  Change in %  
 
  as
reported
  at Constant
Exchange Rates(1)
 
 
  2015   2014  

Revenue in $ million

   
4,199
   
3,835
   
9

%
 
15

%

Net Health Care

   
3,345
   
2,949
   
13

%
 
18

%

Dialysis Products

   
854
   
886
   
(4

%)
 
8

%

Number of dialysis treatments

   
11,136,497
   
10,527,719
   
6

%
     

Same market treatment growth in %

   
4.1

%
 
3.7

%
           

Gross profit as a % of revenue

   
30.9

%
 
31.6

%
           

Selling, general and administrative costs as a % of revenue

   
17.2

%
 
16.4

%
           

Operating income in $ million

   
547
   
556
   
(2

%)
     

Operating income margin in %

   
13.0

%
 
14.5

%
           

Delivered EBIT in $ million(2)

   
478
   
509
   
(6

%)
     

Net income attributable to shareholders of FMC-AG & Co. KGaA in $ million

   
241
   
234
   
3

%
     

Basic earnings per share in $

   
0.79
   
0.77
   
2

%
     

(1) For further information on Constant Exchange Rates, see "Non-U.S. GAAP Measures for Presentation – Constant Currency" below.

(2) For further information on Delivered EBIT, see "Additional Non-GAAP Measures for 2015 – Delivered EBIT" below.

       Total Revenue increased by 9% (15% increase at Constant Exchange Rates) to $4,199 million for the three months ended June 30, 2015 from $3,835 million in the same period of 2014 due to increases in Net Health Care revenue, partially offset by a decrease in dialysis product revenue.

       Net Health Care revenue increased by 13% to $3,345 million (18% increase at Constant Exchange Rates) for the three months ended June 30, 2015 from $2,949 million in the same period of 2014, mainly due to contributions from acquisitions (11%), growth in same market treatments (4%) and increases in organic revenue per treatment (3%), partially offset by the negative impact of exchange rate fluctuations (5%).

       Dialysis treatments increased by 6% for the three months ended June 30, 2015 as compared to the same period in 2014. The increase is due to same market treatment growth (4%) and acquisitions (3%), partially offset by the effect of closed or sold clinics (1%).

8


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       At June 30, 2015, we owned, operated or managed (excluding those managed but not consolidated in the U.S.) 3,421 dialysis clinics compared to 3,335 dialysis clinics at June 30, 2014. During the three months ended June 30, 2015, we acquired 9 dialysis clinics, opened 29 dialysis clinics and combined or closed 13 clinics. The number of patients treated in dialysis clinics that we own, operate or manage (excluding patients of dialysis clinics managed but not consolidated in the U.S.) increased by 3% to 289,610 at June 30, 2015 from 280,942 at June 30, 2014.

       Dialysis product revenue decreased by 4% (8% increase at Constant Exchange Rates) to $854 million as compared to $886 million in the same period of 2014. The increase at Constant Exchange Rates was driven by increased sales of machines, dialyzers, hemodialysis solutions and concentrates, peritoneal dialysis products, products for acute care treatments, renal pharmaceuticals and bloodlines.

       The decrease in gross profit margin to 30.9% from 31.6% primarily reflects the unfavorable impact of varying margins across our four reporting segments. The decrease in the North America Segment was mainly due to higher personnel expense related to dialysis services, generally lower gross profit margins for hospitalist and intensivist services (including the effects of acquisition integration costs for Cogent Healthcare), an unfavorable impact from non-dialysis laboratory services and other cost increases, partially offset by a favorable impact from commercial payors and a favorable impact from cardiovascular and endovascular services, as well as lower costs for pharmaceuticals. The decrease in the Latin America Segment was driven by an unfavorable impact from manufacturing costs due to inflation effects and unfavorable impacts from acquisitions, partially offset by favorable foreign exchange effects. The increase in the EMEA Segment was driven by favorable foreign exchange effects and a favorable impact in manufacturing due to higher volumes and efficiency improvements. The increase in the Asia-Pacific Segment was mainly due to favorable foreign exchange effects and a positive impact from acquisitions.

       Selling, general and administrative ("SG&A") expenses increased to $723 million in the three months ended June 30, 2015 from $631 million in the same period of 2014. SG&A expenses as a percentage of sales increased to 17.2% for the three months ended June 30, 2015 in comparison with 16.4% in the same period of 2014 due to increases in the North America Segment, the EMEA Segment, the Asia-Pacific Segment and in Corporate. The increase in the North America Segment is largely due to higher consulting and legal expenses, an unfavorable impact from cardiovascular and endovascular services and other cost increases, partially offset by a favorable revenue impact from commercial payors. The increase in the EMEA Segment was mainly attributable to unfavorable foreign exchange effects, higher compliance related costs due to compliance improvement initiatives and higher legal and consulting expenses, partially offset by lower bad debt expense. The increase in the Asia-Pacific Segment was mainly due to unfavorable foreign exchange effects, partially offset by a favorable impact from acquisitions. The increase at Corporate was largely driven by higher legal and consulting expenses related to compliance investigations we are conducting (see Note 11 of the Notes to the Consolidated Financial Statements (unaudited)).

       Research and development ("R&D) expenses increased by 12% to $34 million for the three months ended June 30, 2015 from $31 million for the same period of 2014.

       Operating income decreased to $547 million for the three months ended June 30, 2015 from $556 million for the same period in 2014. Operating income margin decreased to 13.0% for the three months ended June 30, 2015 as compared to 14.5% for the same period in 2014 as a result of increased SG&A as a percentage of revenue and a decrease in gross profit margin.

       Delivered EBIT decreased by 6% to $478 million for the three months ended June 30, 2015 from $509 million for the same period in 2014 as a result of the operating income impacts noted above coupled

9


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

with increased noncontrolling interests associated with the creation of new joint ventures and Care Coordination acquisitions in 2014.

       Interest expense increased by 3% to $115 million for the three months ended June 30, 2015 from $111 million for the same period in 2014 due to the valuation of the embedded derivative related to the convertible debt issued in September 2014 and an increase in the average debt level during the quarter, partially offset by a favorable impact from the translation of interest expense on Euro-denominated bonds. Interest income remained flat at $13 million for the three months ended June 30, 2015 as compared to the same period in 2014.

       Income tax expense decreased to $135 million for the three months ended June 30, 2015 from $177 million for the same period in 2014. The effective tax rate decreased to 30.4% from 38.7% for the same period of 2014 mainly driven by an unfavorable impact on the tax rate for the second quarter of 2014 due to a tax court decision against another company on a similar transaction for a tax position we took which resulted in $18 million of additional expense in the second quarter of 2014 as well as higher non-taxable noncontrolling interest.

       Net income attributable to noncontrolling interests for the three months ended June 30, 2015 increased to $69 million from $47 million for the same period of 2014 primarily driven by Care Coordination acquisitions in 2014 and by the creation of new joint ventures in the North America Segment.

       Net income attributable to shareholders of FMC-AG & Co. KGaA for the three months ended June 30, 2015 increased by 3% to $241 million from $234 million for the same period in 2014 as a result of the combined effects of the items discussed above.

       Basic earnings per share increased slightly by 2% for the three months ended June 30, 2015 to $0.79 as compared with $0.77 for the same period in 2014 primarily due to the increase in net income attributable to shareholders of FMC-AG & Co. KGaA described above. The average weighted number of shares outstanding for the period was approximately 304.2 million in 2015 (301.8 million in 2014).

       We employed 102,893 people (full-time equivalents) as of June 30, 2015 compared to 94,401 as of June 30, 2014, an increase of 9%, primarily due to acquisitions and overall growth in our business.

       The following discussions pertain to the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment and the measures we use to manage these segments.

10


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

North America Segment

Key Indicators and Business Metrics for North America Segment  
 
  For the three months
ended June 30,
   
 
 
  Change in %  
 
  2015   2014  

Total North America Segment

                   

Revenue in $ million

    2,946     2,521     17 %

Net Health Care

    2,722     2,316     17 %

Dialysis Products

    224     205     9 %

Operating income in $ million

    428     401     7 %

Operating income margin in %

    14.5 %   15.9 %      

Delivered EBIT in $ million(1)

    362     355     2 %

Dialysis

   
 
   
 
   
 
 

Net Revenue in $ million

    2,478     2,333     6 %

Number of dialysis treatments

    6,892,346     6,617,339     4 %

Same market treatment growth in %

    3.9 %   3.3 %      

Operating income in $ million

    391     384     2 %

Operating income margin in %

    15.8 %   16.4 %      

Delivered EBIT in $ million(1)

    338     341     (1 %)

Care Coordination

   
 
   
 
   
 
 

Net Revenue in $ million

    468     188     149 %

Operating income in $ million

    37     17     113 %

Operating income margin in %

    7.8 %   9.1 %      

Delivered EBIT in $ million(1)

    24     14     67 %

Member Months Under Medical Cost Management(2)

    30,727     4,680     557 %

Medical Cost Under Management in $ million(2)

    335     40     738 %

Care Coordination Patient Encounters(2)

    1,270,257     109,006     1065 %

(1) For further information on Delivered EBIT, see "Additional Non-GAAP Measures for 2015 – Delivered EBIT" below.

(2) Please refer to the discussion below on our Care Coordination measures for further information on these metrics under "Additional Non-GAAP Measures for 2015 – New Business Metrics – Care Coordination."

       North America Segment revenue is driven by our dialysis business as well as Care Coordination. Our dialysis business comprises both products and services while Care Coordination incorporates services only. The discussion of the North America Segment is focused on our dialysis business and Care Coordination. Reporting our health care services revenue separately for our dialysis business and Care Coordination has the effect of reducing average revenue per treatment and cost per treatment compared to amounts reporting in prior years. In the discussion below, average revenue per treatment and cost per treatment for the three-month period ended June 30, 2014, has been adjusted to conform to the current presentation.

Dialysis

Revenue

       Net Dialysis revenue increased for the three months ended June 30, 2015 by 6% to $2,478 million from $2,333 million in the same period of 2014.

11


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       Net Dialysis care revenue increased for the three months ended June 30, 2015 by 6% to $2,254 million from $2,128 million in the same period of 2014. This increase was driven by same market treatment growth (4%), increases in organic revenue per treatment (2%) and contributions from acquisitions (1%), partially offset by the effects of bad debt (1%).

       Dialysis treatments increased by 4% for the three months ended June 30, 2015 as compared to the same period in 2014 mostly due to same market treatment growth (4%). At June 30, 2015, 177,718 patients (a 2% increase over June 30, 2014) were being treated in the 2,205 dialysis clinics that we own or operate in the North America Segment, compared to 173,557 patients treated in 2,159 dialysis clinics at June 30, 2014.

       In the U.S., the average revenue per treatment was $346 for the three months ended June 30, 2015 and $338 for the same period in 2014. The increase was mainly attributable to a favorable impact from higher volume with commercial payors.

       Cost per treatment in the U.S. increased to $286 for the three months ended June 30, 2015 from $277 in the same period of 2014. This increase was largely driven by higher personnel expense and increased bad debt provisions, partially offset by a favorable impact from pharmaceuticals.

       Dialysis product revenue increased by 9% to $224 million for the three months ended June 30, 2015 as compared to $205 million in the same period in 2014. This was driven by higher sales of machines and renal pharmaceuticals.

Operating Income

       Dialysis operating income increased to $391 million for the three months ended June 30, 2015 as compared to $384 million in the same period in 2014. Operating income margin decreased to 15.8% for the three months ended June 30, 2015 from 16.4% for the same period in 2014, due to higher personnel expense, higher consulting and legal expenses, higher donations to U.S. ESRD patient assistance charities and other cost increases, partially offset by a favorable impact from commercial payors and lower costs for renal pharmaceuticals.

Delivered EBIT

       Dialysis delivered EBIT decreased to $338 million for the three months ended June 30, 2015 from $341 million for the same period of 2014 mainly as the result of increased noncontrolling interests associated with the creation of new joint ventures, partially offset by the impacts noted above in operating income.

12


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014


Care Coordination

Revenue

       Net Care Coordination revenue increased by 149% to $468 million for the three months ended June 30, 2015 from $188 million for the same period of 2014. This increase is primarily driven by contributions from acquisitions (125%) and increases in organic revenue growth (24%).

Operating Income

       Care Coordination operating income increased to $37 million for the three months ended June 30, 2015 from $17 million for the same period of 2014. The operating income margin decreased to 7.8% for the three months ended June 30, 2015 from 9.1% mainly driven by lower margin hospitalist and intensivists services (including the effects of acquisition integration costs for Cogent Healthcare) and urgent care services (including development costs associated with our urgent care services) as well an unfavorable impact from laboratory services, partially offset by a favorable impact from cardiovascular and endovascular specialty services as well as pharmacy services.

Delivered EBIT

       Care Coordination delivered EBIT increased to $24 million for the three months ended June 30, 2015 from $14 million for the same period of 2014 mainly as the result of the impacts noted above in operating income, offset by increased noncontrolling interests associated with acquisitions.

Member Months Under Medical Cost Management

       Care Coordination's member months under medical cost management for the three months ended June 30, 2015 was 30,727 months as compared to 4,680 months for the same period of 2014. The increase in membership volume was attributable the inclusion of BPCI amounts within the metric during the second quarter of 2015.

Medical Cost Under Management

       Care Coordination's medical cost under management for the three months ended June 30, 2015 was $335 million as compared to $40 million for the same period of 2014. The increase in medical cost under management was attributable to the commencement and inclusion of BPCI amounts within the metric during the second quarter of 2015.

13


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Care Coordination Patient Encounters

       Care Coordination's patient encounters for the three months ended June 30, 2015 was 1,270,257 encounters and procedures as compared to 109,006 encounters and procedures for the three months ended June 30, 2014, primarily as the result of acquisitions, particularly Sound. The increase was driven by patient encounters and procedures provided by hospitalist and intensivist services, urgent care centers, patients in our Fresenius Medical Care Rx the Bone Mineral Metabolism program ("BMM program"), cardiovascular and endovascular services as well as vascular procedures.

EMEA Segment

Key Indicators for EMEA Segment  
 
  For the three months
ended June 30,
  Change in %  
 
  as
reported
  at Constant
Exchange
Rates(1)
 
 
  2015   2014  
Revenue in $ million     668     790     (15 %)   4 %

Net Health Care

   
309
   
371
   
(17

%)
 
3

%

Dialysis Products

   
359
   
419
   
(14

%)
 
5

%

Number of dialysis treatments

 

 

2,034,186

 

 

2,008,952

 

 

1

%

 

 

 

Same market treatment growth in %

 

 

3.8

%

 

4.3

%

 

 

 

 

 

 

Operating income in $ million

 

 

134

 

 

168

 

 

(20

%)

 

 

 

Operating income margin in %

 

 

20.1

%

 

21.3

%

 

 

 

 

 

 

Delivered EBIT in $ million(2)

 

 

133

 

 

168

 

 

(20

%)

 

 

 

(1)    For further information on Constant Exchange Rates, see "Non-U.S. GAAP Measures for Presentation – Constant Currency" below.

(2)    For further information on Delivered EBIT, see "Additional Non-GAAP Measures for 2015 – Delivered EBIT" below.

Revenue

       Total revenue for the EMEA Segment decreased by 15% (4% increase at Constant Exchange Rates) to $668 million for the three months ended June 30, 2015 as compared to $790 million for the same period of 2014. Net health care service revenue for the EMEA Segment decreased during the three months ended June 30, 2015 by 17% (3% increase at Constant Exchange Rates) to $309 million from $371 million in the same period of 2014. This decrease is a result of the negative impact of exchange rate fluctuations (20%), and the effect of closed or sold clinics (3%), partially offset by same market treatment growth (4%) and contributions from acquisitions (2%). Dialysis treatments increased by 1% for the three months ended June 30, 2015 over the same period in 2014 mainly due to same market treatment growth (4%) and contributions from acquisitions (1%), mostly offset by the effect of closed or sold clinics (4%). As of June 30, 2015, we had 53,546 patients (1% increase over June 30, 2014) being treated at the 648 dialysis clinics that we own, operate or manage in the EMEA Segment compared to 52,905 patients treated at 634 clinics at June 30, 2014.

14


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       Dialysis product revenue for the three months ended June 30, 2015 decreased by 14% (5% increase at Constant Exchange Rates) to $359 million compared to $419 million in the same period of 2014. The 5% increase at Constant Exchange Rates was driven by increased sales of dialyzers, bloodlines, products for acute care treatments, peritoneal dialysis products, hemodialysis solutions and concentrates and machines, partially offset by lower sales of renal pharmaceuticals.

Operating Income

       Operating income decreased to $134 million for the three months ended June 30, 2015 as compared to $168 million for the same period in 2014. Operating income margin decreased to 20.1% for the three months ended June 30, 2015 from 21.3% for the same period in 2014 mainly due to unfavorable foreign exchange effects, higher costs related to compliance improvement initiatives as well as higher legal and consulting expenses, partially offset by a favorable impact from manufacturing operations due to increased volumes and efficiency improvements as well as lower bad debt expense.

Delivered EBIT

       Delivered EBIT decreased by 20% to $133 million for the three months ended June 30, 2015 as compared to $168 million for the same period in 2014 due to impacts noted above in operating income with virtually no change in noncontrolling interests.

Asia-Pacific Segment

Key Indicators for Asia-Pacific Segment  
 
  For the three months
ended June 30,
  Change in %  
 
  as
reported
  at Constant
Exchange
Rates(1)
 
 
  2015   2014  
Revenue in $ million     376     309     22 %   32 %

Net Health Care

   
164
   
120
   
37

%
 
55

%

Dialysis Products

   
212
   
189
   
12

%
 
18

%

Number of dialysis treatments

 

 

942,855

 

 

751,108

 

 

26

%

 

 

 

Same market treatment growth in %

 

 

3.3

%

 

3.5

%

 

 

 

 

 

 

Operating income in $ million

 

 

67

 

 

55

 

 

22

%

 

 

 

Operating income margin in %

 

 

17.8

%

 

17.8

%

 

 

 

 

 

 

Delivered EBIT in $ million(2)

 

 

65

 

 

54

 

 

21

%

 

 

 

(1)    For further information on Constant Exchange Rates, see "Non-U.S. GAAP Measures for Presentation – Constant Currency" below.

(2)    For further information on Delivered EBIT, see "Additional Non-GAAP Measures for 2015 – Delivered EBIT" below.

15


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Revenue

       Total revenue for the Asia-Pacific Segment increased by 22% (32% increase at Constant Exchange Rates) to $376 million for the three months ended June 30, 2015 as compared to $309 million for the same period of 2014. Net health care service revenue for the Asia-Pacific Segment increased during the three months ended June 30, 2015 by 37% (55% increase at Constant Exchange Rates) to $164 million from $120 million in the same period of 2014. This increase is a result of contributions from acquisitions (51%), same market treatment growth (3%) and increases in organic revenue per treatment (2%), partially offset by the negative effect of exchange rate fluctuations (18%) and the effect of closed or sold clinics (1%). Dialysis treatments increased by 26% for the three months ended June 30, 2015 over the same period in 2014 mainly due to contributions from acquisitions (23%) and same market treatment growth (3%). As of June 30, 2015, we had 26,024 patients (a 4% increase over June 30, 2014) being treated at the 320 dialysis clinics that we own, operate or manage in the Asia-Pacific Segment compared to 24,973 patients treated at 311 clinics at June 30, 2014.

       Dialysis product revenue for the three months ended June 30, 2015 increased by 12% (18% increase at Constant Exchange Rates) to $212 million compared to $189 million in the same period of 2014. The increase at Constant Exchange Rates was driven by increased sales of machines, hemodialysis solutions and concentrates, dialyzers and peritoneal dialysis products.

Operating Income

       Operating income increased by 22% to $67 million for the three months ended June 30, 2015 as compared to $55 million for the same period in 2014. Operating income margin remained constant at 17.8% for the three months ended June 30, 2015 compared to the same period in 2014 due to a favorable impact from acquisitions and a favorable revenue rate impact in Taiwan, offset by an unfavorable impact from business growth and unfavorable foreign exchange effects.

Delivered EBIT

       Delivered EBIT increased by 21% to $65 million for the three months ended June 30, 2015 as compared to $54 million for the same period in 2014 due to items noted above in operating income partially offset by increased noncontrolling interests associated with certain management contracts.

16


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Latin America Segment

Key Indicators for Latin America Segment  
 
  For the three months ended
June 30,
  Change in %  
 
  as
reported
  at Constant
Exchange
Rates(1)
 
 
  2015   2014  
Revenue in $ million     203     198     2 %   22 %

Net Health Care

   
150
   
142
   
6

%
 
25

%

Dialysis Products

   
53
   
56
   
(8

%)
 
15

%

Number of dialysis treatments

 

 

1,267,110

 

 

1,150,320

 

 

10

%

 

 

 

Same market treatment growth in %

 

 

6.8

%

 

4.8

%

 

 

 

 

 

 

Operating income in $ million

 

 

16

 

 

20

 

 

(20

%)

 

 

 

Operating income margin in %

 

 

7.8

%

 

9.9

%

 

 

 

 

 

 

Delivered EBIT in $ million(2)

 

 

16

 

 

20

 

 

(21

%)

 

 

 

(1)    For further information on Constant Exchange Rates, see "Non-U.S. GAAP Measures for Presentation – Constant Currency" below.

(2)    For further information on Delivered EBIT, see "Additional Non-GAAP Measures for 2015 – Delivered EBIT" below.

Revenue

       Total revenue for the Latin America Segment increased by 2% (22% increase at Constant Exchange Rates) to $203 million for the three months ended June 30, 2015 as compared to $198 million for the same period of 2014. Net health care service revenue for the Latin America Segment increased by 6% (25% increase at Constant Exchange Rates) during the three months ended June 30, 2015 to $150 million as compared to $142 million in the same period of 2014. This increase is a result of contributions from increases in organic revenue per treatment (13%), growth in same market treatments (7%) and acquisitions (6%), partially offset by the negative effect of exchange rate fluctuations (19%) and the effect of closed or sold clinics (1%). Dialysis treatments increased by 10% for the three months ended June 30, 2015 over the same period in 2014 mainly due to same market treatment growth (7%) and contributions from acquisitions (3%). As of June 30, 2015, we had 32,322 patients (a 10% increase over June 30, 2014) being treated at the 248 dialysis clinics that we own, operate or manage in the Latin America Segment compared to 29,507 patients treated at 231 clinics at June 30, 2014.

       Dialysis product revenue for the three months ended June 30, 2015 decreased by 8% (15% increase at Constant Exchange Rates) to $53 million compared to $56 million in the same period of 2014. The 15% increase at Constant Exchange Rates was driven by increased sales of hemodialysis solutions and concentrates, machines, dialyzers and peritoneal dialysis products.

17


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA


Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Operating Income

       Operating income decreased by 20% to $16 million for the three months ended June 30, 2015 as compared to $20 million for the same period in 2014. Operating income margin decreased to 7.8% for the three months ended June 30, 2015 from 9.9% for the same period in 2014 mainly due to an unfavorable impact from manufacturing costs due to inflation effects and unfavorable foreign exchange effects, partially offset by a higher reimbursement rate in the region.

Delivered EBIT

       Delivered EBIT decreased by 21% to $16 million for the three months ended June 30, 2015 as compared to $20 million for the same period in 2014 due to impacts noted above in operating income with virtually no change in noncontrolling interests.

Six months ended June 30, 2015 compared to six months ended June 30, 2014

Consolidated Financials

Key Indicators for Consolidated Financial Statements  
 
  For the six months ended
June 30,
  Change in %  
 
  as
reported
  at Constant
Exchange
Rates(1)
 
 
  2015   2014  

Revenue in $ million

 

 

8,159

 

 

7,398

 

 

10

%

 

16

%

Net Health Care

   
6,527
   
5,731
   
14

%
 
18

%

Dialysis Products

   
1,632
   
1,667
   
(2

%)
 
9

%

Number of dialysis treatments

 

 

21,907,899

 

 

20,632,860

 

 

6

%

 

 

 

Same market treatment growth in %

 

 

4.0

%

 

3.7

%

 

 

 

 

 

 

Gross profit as a % of revenue

 

 

30.4

%

 

31.0

%

 

 

 

 

 

 

Selling, general and administrative costs as a % of revenue

 

 

16.9

%

 

16.9

%

 

 

 

 

 

 

Operating income in $ million

 

 

1,051

 

 

1,001

 

 

5

%

 

 

 

Operating income margin in %

 

 

12.9

%

 

13.5

%

 

 

 

 

 

 

Delivered EBIT in $ million(2)

 

 

927

 

 

912

 

 

2

%

 

 

 

Net income attributable to shareholders of FMC-AG & Co. KGaA in $ million

 

 

450

 

 

439

 

 

3

%

 

 

 

Basic earnings per share in $

 

 

1.48

 

 

1.46

 

 

2

%

 

 

 

(1) For further information on Constant Exchange Rates, see "Non-U.S. GAAP Measures for Presentation – Constant Currency" below.

(2) For further information on Delivered EBIT, see "Additional Non-GAAP Measures for 2015 – Delivered EBIT" below.

18


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       Total Revenue increased by 10% (16% increase at Constant Exchange Rates) to $8,159 million for the six months ended June 30, 2015 from $7,398 million in the same period of 2014 due to increases in Net Health Care revenue.

       Net Health Care revenue increased by 14% to $6,527 million (18% increase at Constant Exchange Rates) for the six months ended June 30, 2015 from $5,731 million in the same period of 2014, mainly due to contributions from acquisitions (12%), growth in same market treatments (4%) and increases in organic revenue per treatment (3%), partially offset by the negative impact of exchange rate fluctuations (4%) and the effect of closed or sold clinics (1%).

       Dialysis treatments increased by 6% for the six months ended June 30, 2015 as compared to the same period in 2014. The increase is due to same market treatment growth (4%) and acquisitions (3%), partially offset by the effect of closed or sold clinics (1%).

       Dialysis product revenue decreased by 2% (9% increase at Constant Exchange Rates) to $1,632 million as compared to $1,667 million in the same period of 2014. The increase at Constant Exchange Rates was driven by increased sales of machines, dialyzers, hemodialysis solutions and concentrates, peritoneal dialysis products, products for acute care treatments, renal pharmaceuticals and bloodlines.

       The decrease in gross profit margin to 30.4% from 31.0% primarily reflects the unfavorable impact of varying margins across our four reporting segments. The decrease in the North America Segment was mainly due to generally lower gross profit margins for hospitalist and intensivist services (including the effects of acquisition integration costs for Cogent Healthcare), higher personnel expense related to dialysis services and stronger growth in pharmacy delivery services at lower than average margins, partially offset by a favorable impact from commercial payors and a favorable impact from cardiovascular and endovascular services. The decrease in the Latin America Segment was driven by an unfavorable impact from manufacturing costs due to inflation effects, partially offset by favorable foreign exchange effects. The increase in the Asia-Pacific Segment was largely due to favorable foreign exchange effects, business growth in China, a beneficial revenue rate impact in Taiwan and a positive impact from acquisitions. The increase in the EMEA Segment was mainly due to favorable foreign exchange effects and a favorable impact from manufacturing driven by higher volumes and efficiency improvements.

       Selling, general and administrative ("SG&A") expenses increased to $1,378 million in the six months ended June 30, 2015 from $1,250 million in the same period of 2014. SG&A expenses as a percentage of sales remained constant at 16.9% for the six months of 2015 compared with the same period of 2014 due to decreases in the Asia-Pacific Segment and the EMEA, partially offset by increases in the North America Segment and at Corporate. The decrease in the Asia-Pacific Segment was driven by favorable foreign exchange effects and a favorable impact from acquisitions. The decrease in the EMEA Segment was largely due to lower provisions related to compliance investigations we are conducting (see Note 11 of the Notes to the Consolidated Financial Statements (unaudited)), favorable foreign exchange effects and the impact from higher revenue. The increase in the North America Segment was mainly due to higher consulting and legal expense and an unfavorable impact from cardiovascular and endovascular services. The increase at Corporate was largely driven by higher legal and consulting expenses, partially offset by favorable foreign exchange effects.

       Research and development ("R&D) expenses increased by 8% to $65 million for the three months ended June 30, 2015 from $61 million for the same period of 2014 .

19


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       Income from equity method investees decreased to $13 million for the six months ended June 30, 2015 from $18 million for the same period of 2014 due to decreased income from the Vifor Fresenius Medical Care Renal Pharma Ltd. ("VFMCRP") renal pharmaceuticals joint venture.

       Operating income increased to $1,051 million for the six months ended June 30, 2015 from $1,001 million for the same period in 2014. Operating income margin decreased to 12.9% for the six months ended June 30, 2015 as compared to 13.5% for the same period in 2014 as a result of the decrease in gross profit margin.

       Delivered EBIT increased by 2% to $ 927 million for the six months ended June 30, 2015 from $912 million for the same period in 2014 as a result of the operating income impacts noted above partially offset by increased noncontrolling interests associated with the creation of new joint ventures and Care Coordination acquisitions in 2014.

       Interest expense increased by 24% to $277 million for the six months ended June 30, 2015 from $223 million for the same period in 2014 due to the valuation of the embedded derivative related to the convertible debt issued in September 2014 and an increase in the average debt level during the quarter, partially offset by a favorable impact from the translation of interest expense on Euro-denominated bonds. Interest income increased to $73 million for the six months ended June 30, 2015 from $28 million for the same period in 2014 mainly as a result of the valuation of the call-option on our shares related to our equity- neutral convertible bonds issued in September 2014, which fully offsets the increase in the interest expense due to the valuation of the embedded derivative noted above.

       Income tax expense decreased to $273 million for the six months ended June 30, 2015 from $278 million for the same period in 2014. The effective tax rate decreased to 32.2% from 34.5% for the same period of 2014 mainly driven by an unfavorable impact on the tax rate for the second quarter of 2014 due to a tax court decision against another company on a similar transaction for a tax position we took which resulted in $18 million of additional expense in the second quarter of 2014 as well as higher non-taxable noncontrolling interest partially offset by a favorable prior year impact of an ongoing tax audit.

       Net income attributable to noncontrolling interests for the six months ended June 30, 2015 increased to $124 million from $89 million for the same period of 2014 primarily driven by Care Coordination acquisitions in 2014 and by the creation of new joint ventures in the North America Segment.

       Net income attributable to shareholders of FMC-AG & Co. KGaA for the six months ended June 30, 2015 increased by 3% to $450 million from $439 million for the same period in 2014 as a result of the combined effects of the items discussed above.

       Basic earnings per share increased slightly by 2% for the six months ended June 30, 2015 to $1.48 as compared with $1.46 for the same period in 2014 primarily due to the increase in net income attributable to shareholders of FMC-AG & Co. KGaA described above. The average weighted number of shares outstanding for the period was approximately 303.9 million in 2015 (301.6 million in 2014).

       The following discussions pertain to the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment and the measures we use to manage these segments.

20


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

North America Segment

Key Indicators and Business Metrics for North America Segment  
 
  For the six months
ended June 30,
   
 
 
  Change in %  
 
  2015   2014  
Total North America Segment                    
Revenue in $ million     5,717     4,914     16 %

Net Health Care

    5,293     4,517     17 %

Dialysis Products

    424     397     7 %
Operating income in $ million     768     736     4 %
Operating income margin in %     13.4 %   15.0 %      
Delivered EBIT in $ million(1)     649     651     0 %

Dialysis

 

 

 

 

 

 

 

 

 

 
Net Revenue in $ million     4,815     4,577     5 %
Number of dialysis treatments     13,527,268     12,992,537     4 %
Same market treatment growth in %     3.8 %   3.3 %      
Operating income in $ million     716     706     1 %
Operating income margin in %     14.9 %   15.4 %      
Delivered EBIT in $ million(1)     619     626     (1 %)

Care Coordination

 

 

 

 

 

 

 

 

 

 
Net Revenue in $ million     902     337     167 %
Operating income in $ million     52     30     74 %
Operating income margin in %     5.8 %   8.9 %      
Delivered EBIT in $ million(1)     30     25     20 %
Member Months Under Medical Cost Management(2)     34,995     6,470     441 %
Medical Cost Under Management in $ million(2)     371     55     575 %
Care Coordination Patient Encounters(2)     2,542,309     188,402     1249 %

(1) For further information on Delivered EBIT, see "Additional Non-GAAP Measures for 2015 – Delivered EBIT" below.

(2) Please refer to the discussion below on our Care Coordination measures for further information on these metrics under "Additional Non-GAAP Measures for 2015 – New Business Metrics – Care Coordination."

       North America Segment revenue is driven by our dialysis business as well as Care Coordination. Our dialysis business comprises both products and services while Care Coordination incorporates services only. The discussion of the North America Segment is focused on our dialysis business and Care Coordination. Reporting our health care services revenue separately for our dialysis business and Care Coordination has the effect of reducing average revenue per treatment and cost per treatment compared to amounts reporting in prior years. In the discussion below, average revenue per treatment and cost per treatment for the six-month period ended June 30, 2014, has been adjusted to conform to the current presentation.

Dialysis

Revenue

       Net Dialysis revenue increased for the six months ended June 30, 2015 by 5% to $4,815 million from $4,577 million in the same period of 2014.

21


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       Net Dialysis care revenue increased for the six months ended June 30, 2015 by 5% to $4,391 million from $4,180 million in the same period of 2014. This increase was driven by same market treatment growth (4%), increases in organic revenue per treatment (1%) and contributions from acquisitions (1%), partially offset by the effects of bad debt (1%).

       Dialysis treatments increased by 4% for the six months ended June 30, 2015 as compared to the same period in 2014 mostly due to same market treatment growth (4%).

       In the U.S., the average revenue per treatment was $344 for the six months ended June 30, 2015 and $339 for the same period in 2014. The increase was mainly attributable to a favorable impact from higher volume with commercial payors.

       Cost per treatment in the U.S. increased to $287 for the six months ended June 30, 2015 from $281 in the same period of 2014. This increase was largely driven by higher personnel expense and increased bad debt provisions, partially offset by a favorable impact from pharmaceuticals.

       Dialysis product revenue increased by 7% to $424 million for the six months ended June 30, 2015 as compared to $397 million in the same period in 2014. This was driven by higher sales of machines and renal pharmaceuticals.

Operating Income

       Dialysis operating income increased to $716 million for the six months ended June 30, 2015 as compared to $706 million in the same period in 2014. Operating income margin decreased to 14.9% for the six months ended June 30, 2015 from 15.4% for the same period in 2014, due to higher personnel expense, increased consulting and legal expenses, lower income from equity method investees and higher donations to U.S. ESRD patient assistance charities and other cost increases, partially offset by a favorable impact from commercial payors and lower costs for renal pharmaceuticals.

Delivered EBIT

       Dialysis delivered EBIT decreased by 1% to $619 million for the six months ended June 30, 2015 from $626 million for the same period of 2014 mainly as the result of increased noncontrolling interests associated with the creation of new joint ventures, partially offset by the impacts noted above in operating income.

Care Coordination

Revenue

       Net Care Coordination revenue increased by 167% to $902 million for the six months ended June 30, 2015 from $337 million for the same period of 2014. This increase is primarily driven by contributions from acquisitions (136%) and increases in organic revenue growth (31%).

22


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Operating Income

       Care Coordination operating income increased to $52 million for the six months ended June 30, 2015 from $30 million for the same period of 2014. The operating income margin decreased to 5.8% for the six months ended June 30, 2015 from 8.9% mainly driven by lower margin hospitalist and intensivists services (including the effects of acquisition integration costs for Cogent Healthcare) and urgent care services (including development costs associated with our urgent care services) and an unfavorable impact from laboratory services, partially offset by a favorable impact from cardiovascular and endovascular specialty services as well as pharmacy services.

Delivered EBIT

       Care Coordination delivered EBIT increased by 20% to $30 million for the six months ended June 30, 2015 from $25 million for the same period of 2014 mainly as the result of the impacts noted above in operating income, partially offset by noncontrolling interests effects associated with acquisitions.

Member Months Under Medical Cost Management

       Care Coordination's member months under medical cost management for the six months ended June 30, 2015 was 34,995 months as compared to 6,470 months for the same period of 2014. The increase in membership volume was attributable the inclusion of BPCI amounts within the metric during the second quarter of 2015.

Medical Cost Under Management

       Care Coordination's medical cost under management for the six months ended June 30, 2015 was $371 million as compared to $55 million for the same period of 2014. The increase in medical cost under management was attributable the inclusion of BPCI amounts within the metric during the second quarter of 2015.

Care Coordination Patient Encounters

       Care Coordination's patient encounters for the six months ended June 30, 2015 was 2,542,309 encounters and procedures as compared to 188,402 encounters and procedures for the six months ended June 30, 2014, primarily as the result of acquisitions, particularly Sound. The increase was driven by patient encounters and procedures provided by hospitalist and intensivist services, urgent care centers, the BMM program, cardiovascular and endovascular services as well as vascular procedures.

23


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

EMEA Segment

Key Indicators for EMEA Segment  
 
  For the six months
ended June 30,
  Change in %  
 
  as
reported
  at Constant
Exchange
Rates(1)
 
 
  2015   2014  

Revenue in $ million

    1,297     1,522     (15 %)   4 %

Net Health Care

   
610
   
729
   
(16

%)
 
3

%

Dialysis Products

   
687
   
793
   
(13

%)
 
5

%

Number of dialysis treatments

   
4,023,243
   
3,964,454
   
1

%
     

Same market treatment growth in %

   
4.0

%
 
4.5

%
           

Operating income in $ million

   
275
   
296
   
(7

%)
     

Operating income margin in %

   
21.2

%
 
19.5

%
           

Delivered EBIT in $ million(2)

   
274
   
294
   
(7

%)
     

(1) For further information on Constant Exchange Rates, see "Non-U.S. GAAP Measures for Presentation – Constant Currency" below.

(2) For further information on Delivered EBIT, see "Additional Non-GAAP Measures for 2015 – Delivered EBIT" below.

Revenue

       Total revenue for the EMEA Segment decreased by 15% (4% increase at Constant Exchange Rates) to $1,297 million for the six months ended June 30, 2015 as compared to $1,522 million for the same period of 2014. Net health care service revenue for the EMEA Segment decreased during the six months ended June 30, 2015 by 16% (3% increase at Constant Exchange Rates) to $610 million from $729 million in the same period of 2014. This decrease is a result of the negative impact of exchange rate fluctuations (19%) and the effect of closed or sold clinics (3%), partially offset by same market treatment growth (4%) and contributions from acquisitions (2%). Dialysis treatments increased by 1% for the six months ended June 30, 2015 over the same period in 2014 mainly due to same market treatment growth (4%) and contributions from acquisitions (1%), partially offset by the effect of closed or sold clinics (4%).

       Dialysis product revenue for the six months ended June 30, 2015 decreased by 13% (5% increase at Constant Exchange Rates) to $687 million compared to $793 million in the same period of 2014. The 5% increase at Constant Exchange Rates was driven by increased sales of dialyzers, products for acute care treatments, peritoneal dialysis products, bloodlines and hemodialysis solutions and concentrates, partially offset by lower sales of renal pharmaceuticals.

Operating Income

       Operating income decreased to $275 million for the six months ended June 30, 2015 as compared to $296 million for the same period in 2014 due to unfavorable foreign currency translation effects which more than offset an increase in operating income. Operating income margin increased to 21.2% for the six months ended June 30, 2015 from 19.5% for the same period in 2014 mainly due to favorable foreign

24


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

currency transaction effects, partially offset by foreign currency translation effects, which compared to the absolute figures have a dilutive effect on the margin as revenue is also decreased by currency translation. Other margin impacts include lower additions to provisions related to compliance investigations we are conducting (see Note 11 of the Notes to the Consolidated Financial Statements (unaudited), "Commitments and Contingencies," included in this report) and a favorable impact from manufacturing driven by higher volumes and efficiency improvements.

Delivered EBIT

       Delivered EBIT decreased by 7% to $274 million for the six months ended June 30, 2015 as compared to $294 million for the same period in 2014 primarily due to impacts noted above in operating income with virtually no change in noncontrolling interests.

Asia-Pacific Segment

Key Indicators for Asia-Pacific Segment  
 
  For the six months
ended June 30,
  Change in %  
 
  as
reported
  at Constant
Exchange
Rates(1)
 
 
  2015   2014  

Revenue in $ million

    729     552     32 %   42 %

Net Health Care

   
328
   
207
   
58

%
 
77

%

Dialysis Products

   
401
   
345
   
17

%
 
22

%

Number of dialysis treatments

   
1,862,018
   
1,414,940
   
32

%
     

Same market treatment growth in %

   
3.0

%
 
3.8

%
           

Operating income in $ million

   
152
   
89
   
70

%
     

Operating income margin in %

   
20.8

%
 
16.2

%
           

Delivered EBIT in $ million(2)

   
148
   
87
   
70

%
     

(1) For further information on Constant Exchange Rates, see "Non-U.S. GAAP Measures for Presentation – Constant Currency" below.

(2) For further information on Delivered EBIT, see "Additional Non-GAAP Measures for 2015 – Delivered EBIT" below.

Revenue

       Total revenue for the Asia-Pacific Segment increased by 32% (42% increase at Constant Exchange Rates) to $729 million for the six months ended June 30, 2015 as compared to $552 million for the same period of 2014. Net health care service revenue for the Asia-Pacific Segment increased during the six months ended June 30, 2015 by 58% (77% increase at Constant Exchange Rates) to $328 million from $207 million in the same period of 2014. This increase is a result of contributions from acquisitions (73%), same market treatment growth (3%) and increases in organic revenue per treatment (3%), partially offset by the negative effect of exchange rate fluctuations (19%) and the effect of closed or sold clinics (2%). Dialysis treatments increased by 32% for the six months ended June 30, 2015 over the same period in 2014

25


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

mainly due to contributions from acquisitions (30%) and same market treatment growth (3%), partially offset by the effect of closed or sold clinics (1%).

       Dialysis product revenue for the six months ended June 30, 2015 increased by 17% (22% increase at Constant Exchange Rates) to $401 million compared to $345 million in the same period of 2014. The increase at Constant Exchange Rates was driven by increased sales of machines, dialyzers, hemodialysis solutions and concentrates, peritoneal dialysis products, products for acute care treatments and bloodlines.

Operating Income

       Operating income increased by 70% to $152 million for the six months ended June 30, 2015 as compared to $89 million for the same period in 2014. Operating income margin increased to 20.8% for the six months ended June 30, 2015 from 16.2% for the same period in 2014 mainly due to favorable foreign exchange effects, business growth, a positive impact from acquisitions as well as a favorable revenue rate impact in Taiwan.

Delivered EBIT

       Delivered EBIT increased by 70% to $148 million for the six months ended June 30, 2015 as compared to $87 million for the same period in 2014 due to items noted above in operating income partially offset by increased noncontrolling interests associated with certain management contracts.

Latin America Segment

Key Indicators for Latin America Segment  
 
  For the six months
ended June 30,
  Change in %  
 
  as
reported
  at Constant
Exchange
Rates(1)
 
 
  2015   2014  

Revenue in $ million

    401     384     4 %   23 %

Net Health Care

   
296
   
278
   
7

%
 
24

%

Dialysis Products

   
105
   
106
   
(2

%)
 
19

%

Number of dialysis treatments

   
2,495,370
   
2,260,929
   
10

%
     

Same market treatment growth in %

   
6.4

%
 
4.8

%
           

Operating income in $ million

   
34
   
38
   
(12

%)
     

Operating income margin in %

   
8.4

%
 
9.9

%
           

Delivered EBIT in $ million(2)

   
34
   
38
   
(13

%)
     

(1) For further information on Constant Exchange Rates, see "Non-U.S. GAAP Measures for Presentation – Constant Currency" below.

(2) For further information on Delivered EBIT, see "Additional Non-GAAP Measures for 2015 – Delivered EBIT" below.

26


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Revenue

       Total revenue for the Latin America Segment increased by 4% (23% increase at Constant Exchange Rates) to $401 million for the six months ended June 30, 2015 as compared to $384 million for the same period of 2014. Net health care service revenue for the Latin America Segment increased by 7% (24% increase at Constant Exchange Rates) during the six months ended June 30, 2015 to $296 million as compared to $278 million in the same period of 2014. This increase is a result of increases in organic revenue per treatment (13%), contributions from acquisitions (6%) and growth in same market treatments (6%), partially offset by the negative effect of exchange rate fluctuations (17%) and the effect of closed or sold clinics (1%). Dialysis treatments increased by 10% for the six months ended June 30, 2015 over the same period in 2014 mainly due to same market treatment growth (6%) and contributions from acquisitions (4%).

       Dialysis product revenue for the six months ended June 30, 2015 decreased slightly by 2% (19% increase at Constant Exchange Rates) to $105 million compared to $106 million in the same period of 2014. The 19% increase at Constant Exchange Rates was driven by increased sales of dialyzers, hemodialysis solutions and concentrates, peritoneal dialysis products and machines.

Operating Income

       Operating income decreased by 12% to $34 million for the six months ended June 30, 2015 as compared to $38 million for the same period in 2014. Operating income margin decreased to 8.4% for the six months ended June 30, 2015 from 9.9% for the same period in 2014 mainly due to an unfavorable impact from manufacturing costs due to inflation effects and unfavorable foreign exchange effects, partially offset by a higher reimbursement rate in the region.

Delivered EBIT

       Delivered EBIT decreased by 13% to $34 million for the six months ended June 30, 2015 as compared to $38 million for the same period in 2014 due to the impacts noted above in operating income with virtually no change in noncontrolling interests.


Liquidity and Capital Resources

Six months ended June 30, 2015 compared to six months ended June 30, 2014

       Our primary sources of liquidity are typically cash provided by operating activities, cash provided by short-term borrowings from third parties and related parties, as well as proceeds from the issuance of long-term debt and equity securities. We require this capital primarily to finance working capital needs, fund acquisitions and joint ventures, develop free-standing renal dialysis clinics and other health care facilities, purchase equipment for existing or new renal dialysis clinics and production sites, repay debt, pay dividends and repurchase shares (see "Net Cash Provided By (Used In) Investing Activities" and "Net Cash Provided By (Used In) Financing Activities" below).

27


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       At June 30, 2015, we had cash and cash equivalents of $582 million. For information regarding utilization and availability of cash under our principal credit facility (the "Amended 2012 Credit Agreement"), see Note 6 of the Notes to Consolidated Financial Statements (unaudited), "Long-term Debt and Capital Lease Obligations – Amended Credit Agreement," included in this report.

Net Cash Provided By (Used In) Operating Activities

       In the first six months of 2015 and 2014, we generated net cash provided by operating activities of $832 million and $562 million, respectively. Cash provided by operating activities is impacted by the profitability of our business, the development of our working capital, principally inventories, receivables and cash outflows that occur due to a number of specific items as discussed below. The increase in 2015 versus 2014 was mainly a result of the $115 million payment for the W.R. Grace bankruptcy settlement which occurred in the first quarter of 2014 and the impact of other working capital items such as unapplied cash and receivable credits, a $51 million cash income tax refund related to a tax settlement as well as decreased inventory levels.

       The profitability of our business depends significantly on reimbursement rates. Approximately 80% of our revenues are generated by providing health care services, a major portion of which is reimbursed by either public health care organizations or private insurers. For the six months ended June 30, 2015, approximately 32% of our consolidated revenues were attributable to U.S. federal health care benefit programs, such as Medicare and Medicaid reimbursement. Legislative changes could affect Medicare reimbursement rates for a significant portion of the services we provide, as well as the scope of Medicare coverage. A decrease in reimbursement rates or the scope of coverage could have a material adverse effect on our business, financial condition and results of operations and thus on our capacity to generate cash flow. While we have generally experienced stable reimbursement globally, including the balancing of unfavorable reimbursement changes in certain countries with favorable changes in other countries, the stability of reimbursement in the U.S. has been affected by (i) the implementation of the ESRD PPS in the U.S. in January 2011, (ii) the U.S. federal government Sequestration cuts, (iii) commencing January 1, 2014, the reductions to the ESRD PPS rate to account for the decline in utilization of certain drugs and biologicals associated with dialysis and (iv) the enactment of PAMA (see "Financial Condition and Results of Operations – Overview, legislation and growth" above). In the future, we expect to experience generally stable reimbursements for dialysis services globally.

       Our working capital, which is defined as current assets less current liabilities, was $3,087 million at June 30, 2015 which decreased from $3,247 million at December 31, 2014. The change is primarily the result of increased accrued expenses; decreased accounts receivable from related parties; increased short-term borrowing from related parties; decreased cash and cash equivalents and decreased prepaid expenses and other current assets, partially offset by increased inventories and trade accounts receivable. Our ratio of current assets to current liabilities was 1.85 and 1.93 at June 30, 2015 and December 31, 2014, respectively.

       We intend to continue to address our current cash and financing requirements using cash provided by operating activities, our existing and future credit agreements, and the issuance of debt securities. In addition, when funds are required for acquisitions or to meet other needs, we expect to successfully complete long-term financing arrangements, such as the issuance of senior notes, see "Net Cash Provided By (Used In) Financing Activities" below. We aim to preserve financial resources with a minimum of $300 to $500 million of committed and unutilized credit facilities.

28


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       Cash provided by operating activities depends on the collection of accounts receivable. Commercial customers and governments generally have different payment cycles. A lengthening of their payment cycles could have a material adverse effect on our capacity to generate cash flow. In addition, we could face difficulties in enforcing and collecting accounts receivable under some countries' legal systems and due to the economic conditions in some countries. Accounts receivable balances, net of valuation allowances, represented Days Sales Outstanding ("DSO") of 71 at June 30, 2015, a decrease as compared to 72 at December 31, 2014.

       DSO by segment is calculated by dividing the segment's accounts receivable, as converted to U.S. dollars using the average exchange rate for the period presented, less any value added tax included in the receivables, by the average daily sales for the last twelve months of that segment, as converted to U.S. dollars using the average exchange rate for the period. Receivables and sales are adjusted for amounts related to significant acquisitions made during the periods presented. The development of DSO by reporting segment is shown in the table below:

 
  June 30,
2015
  December 31,
2014

North America days sales outstanding

  51   50

EMEA days sales outstanding

 

110

 

104

Asia-Pacific days sales outstanding

 

113

 

124

Latin America days sales outstanding

 

135

 

128

FMC-AG & Co. KGaA average days sales outstanding

 

71

 

72

       The DSO increase in North America and the increase in the EMEA Segment's DSO reflect payment fluctuations in the respective regions. The Asia-Pacific Segment's DSO decrease reflects an improvement of payment collections in China and the takeover of a distributor. The Latin America Segment's DSO increase reflects increased sales in the region coupled with periodic delays in payment collections.

       Due to the fact that a large portion of our reimbursement is provided by public health care organizations and private insurers, we expect that most of our accounts receivable will be collectible.

       We are subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions. We have received notices of unfavorable adjustments and disallowances in connection with certain of the audits. We are contesting, including appealing, certain of these unfavorable determinations. If our objections and any final audit appeals are unsuccessful, we could be required to make additional tax payments, including payments to state tax authorities reflecting the adjustments made in our federal tax returns in the U.S. With respect to other potential adjustments and disallowances of tax matters currently under review, we do not anticipate that an unfavorable ruling could have a material impact on our results of operations. We are not currently able to determine the timing of these potential additional tax payments.

29


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Net Cash Provided By (Used In) Investing Activities

       We used net cash of $478 million and $846 million in investing activities in the six months ended June 30, 2015 and 2014, respectively.

       Capital expenditures for property, plant and equipment, net of proceeds from sales of property, plant and equipment were $411 million and $415 million in the first six months of 2015 and 2014, respectively. In the first six months of 2015, capital expenditures were $211 million in the North America Segment, $121 million at Corporate, $54 million for the EMEA Segment, $16 million for the Asia-Pacific Segment and $9 million for the Latin America Segment. Capital expenditures in the first six months of 2014 were $199 million in the North America Segment, $119 million at Corporate, $74 million for the EMEA Segment, $13 million for the Asia-Pacific Segment and $10 million for the Latin America Segment. The majority of our capital expenditures were used for maintaining existing clinics, equipping new clinics, maintenance and expansion of production facilities, primarily in the North America Segment, Germany and France and capitalization of machines provided to our customers. Capital expenditures were approximately 5% of total revenue in the first six months of 2015 as compared to 6% for the same period in 2014.

       In addition to the capital expenditures discussed above, we invested approximately $101 million cash in the first six months of 2015, primarily related to the acquisition of dialysis clinics in the amount of approximately $77 million in the North America Segment, $15 million in the EMEA Segment, $7 million in the Asia-Pacific Segment and $2 million at Corporate. Additionally, during the first six months of 2015, we received $35 million from divestitures, including a $21 million repayment of an unsecured loan provided to an equity method investee in 2014 as well as $9 million from the sale of our plasma collection device manufacturing business to Fresenius Kabi USA, Inc. In the first six months of 2014, we invested approximately $435 million cash, $289 million in the North America Segment, $84 million in the Asia-Pacific Segment, $46 million in the EMEA Segment and $15 million in the Latin America Segment and $1 million in Corporate. The investment in the North America Segment was mainly for available-for-sale financial assets, deferred acquisition payments related to an equity method investee, notes receivables related to an equity method investee and other acquisitions. The investments made in the EMEA Segment and the Asia-Pacific Segment largely relate to acquisitions of dialysis clinics and deferred acquisition payments related to an equity method investee. The investment in the Latin America Segment largely relates to the acquisition of dialysis clinics.

       We anticipate capital expenditures of approximately $1.0 billion and expect to make acquisitions of approximately $0.4 billion in 2015. See "Outlook" below.

Net Cash Provided By (Used In) Financing Activities

       Net cash used in financing activities was $394 million in the first six months of 2015 compared to net cash provided by financing activities of $247 million in the first six months of 2014.

       In the six-month period ended June 30, 2015, cash was mainly used for the payment of dividends, repayments of long-term debt and short-term borrowings as well as distributions to noncontrolling interests, partially offset by proceeds from short-term borrowings, proceeds from the exercise of stock options and proceeds from short-term borrowings from related parties. In the first six months of 2014, cash was provided by proceeds from long-term debt and short-term borrowings including drawing under the revolving credit facility as well as the Accounts Receivable facility, partially offset by the repayment for the European Investment Bank ("EIB") Agreements, repayment of portions of long-term debt and short-term borrowings, payment of dividends as well as distributions to noncontrolling interests.

30


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       On May 20, 2015, we paid a dividend with respect to 2014 of €0.78 per share (for 2013 paid in 2014 €0.77). The total dividend payment was €237 million ($263 million) as compared with €232 million ($318 million) in the prior year.


Non-U.S. GAAP Measures for Presentation

Constant Currency

       Changes in revenue include the impact of changes in foreign currency exchange rates. We use the non-GAAP financial measure at Constant Exchange Rates or Constant Currency in our filings to show changes in our revenue without giving effect to period-to-period currency fluctuations. Under U.S. GAAP, revenues received in local (non-U.S. dollar) currency are translated into U.S. dollars at the average exchange rate for the period presented. Once we translate the local currency revenues for the Constant Currency, we then calculate the change, as a percentage, of the current period revenues using the prior period exchange rates versus the prior period revenues. This resulting percentage is a non-GAAP measure referring to a change as a percentage at Constant Currency.

       We believe that revenue growth is a key indication of how a company is progressing from period to period and that the non-GAAP financial measure Constant Currency is useful to investors, lenders, and other creditors because such information enables them to gauge the impact of currency fluctuations on a company's revenue from period to period. However, we also believe that the usefulness of data on Constant Currency period-over-period changes is subject to limitations, particularly if the currency effects that are eliminated constitute a significant element of our revenue and significantly impact our performance. We therefore limit our use of Constant Currency period-over-period changes to a measure for the impact of currency fluctuations on the translation of local currency revenue into U.S. dollars. We do not evaluate our results and performance without considering both Constant Currency period-over-period changes in non-U.S. GAAP revenue on the one hand and changes in revenue prepared in accordance with U.S. GAAP on the other. We caution the readers of this report to follow a similar approach by considering data on Constant Currency period-over-period changes only in addition to, and not as a substitute for or superior to, changes in revenue prepared in accordance with U.S. GAAP. We present the fluctuation derived from U.S. GAAP revenue next to the fluctuation derived from non-GAAP revenue. Because the reconciliation is inherent in the disclosure, we believe that a separate reconciliation would not provide any additional benefit.


Non-U.S. GAAP Measures

EBITDA

       EBITDA (earnings before interest, tax, depreciation and amortization expenses) was approximately $1,408 million, 17.3% of revenues for the six-month period ended June 30, 2015, and $1,337 million, 18.1% of revenues for the same period of 2014. EBITDA is the basis for determining compliance with certain covenants contained in our Amended 2012 Credit Agreement, euro-denominated notes and the indentures relating to our senior notes. 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

31


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

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. A reconciliation of EBITDA to cash flow provided by (used in) operating activities, which we believe to be the most directly comparable U.S. GAAP financial measure, is calculated as follows:

 
  For the six months
ended June 30,
 
 
  2015   2014  
 
  (in millions)
 

Total EBITDA

  $ 1,408   $ 1,337  

Interest expense (net of interest income)

    (204 )   (195 )

Income tax expense

    (273 )   (278 )

Change in deferred taxes, net

    (73 )   1  

Changes in operating assets and liabilities

    (24 )   (333 )

Stock compensation expense

    1     (1 )

Other items, net

    (3 )   31  

Net cash provided by (used in) operating activities

  $ 832   $ 562  

Cash flow measures

       Our consolidated statement of cash flows indicates how we generated and used cash and cash equivalents. When used in conjunction with the other primary financial statements, it provides information that helps us evaluate the changes in our net assets and our financial structure (including our liquidity and solvency). The net cash provided by (used in) operating activities is used to assess whether our business can generate the cash required to make replacement and expansion investments. Net cash provided by (used in) operating activities is impacted by the profitability of our business and development of working capital, principally receivables. The financial key performance indicator of net cash provided by (used in) operating activities in percentage of revenue shows the percentage of our revenue that is available in terms of financial resources.

       Free cash flow is the cash flow provided by (used in) operating activities after capital expenditures for property, plant and equipment but before acquisitions and investments. The key performance indicator used by management is free cash flow in percentage of revenue. This represents the percentage of revenue that is available for acquisitions, dividends to shareholders, or the reduction of debt financing.

32


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       The following table shows the significant cash flow key performance indicators for the six months ended June 30, 2015 and 2014:

 
  For the six months
ended June 30,
 
 
  2015   2014  
 
  (in millions)
 

 

 

 

 

 

 

 

 

Revenue

  $ 8,159   $ 7,398  

Net cash provided by (used in) operating activities

    832     562  

Capital expenditures

    (418 )   (419 )

Proceeds from sale of property, plant and equipment

    7     4  

Capital expenditures, net

  $ (411 ) $ (415 )

Free cash flow

    421     147  

Net cash provided by (used in) operating activities as a % of revenue

    10.2 %   7.6 %

Free cash flow as a % of revenue

    5.2 %   2.0 %


Additional Non-GAAP Measures for 2015

Delivered EBIT

       As a result of the increase of noncontrolling interest holders in our operations, we believe a measure that is meaningful to investors is operating income less noncontrolling interests ("Delivered EBIT"). Delivered EBIT approximates the operating income attributable to the shareholders of

33


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

FMC-AG & Co. KGaA. Below is a table showing the reconciliation of Delivered EBIT to Operating Income for each of our reporting segments:

 
  Three months ended
June 30
  Six months ended
June 30
 
 
  2015   2014   2015   2014  
 
  (in millions, unaudited)
  (in millions, unaudited)
 

Delivered EBIT reconciliation

                         

Total

   
 
   
 
   
 
   
 
 

Operating income (EBIT)

  $ 547   $ 556   $ 1,051   $ 1,001  

less noncontrolling interests

    (69 )   (47 )   (124 )   (89 )

Delivered EBIT

    478     509     927     912  

North America

   
 
   
 
   
 
   
 
 

Operating income (EBIT)

    428     401     768     736  

less noncontrolling interests

    (66 )   (46 )   (119 )   (85 )

Delivered EBIT

    362     355     649     651  

Dialysis

   
 
   
 
   
 
   
 
 

Operating income (EBIT)

    391     384     716     706  

less noncontrolling interests

    (53 )   (43 )   (97 )   (80 )

Delivered EBIT

    338     341     619     626  

Care Coordination

   
 
   
 
   
 
   
 
 

Operating income (EBIT)

    37     17     52     30  

less noncontrolling interests

    (13 )   (3 )   (22 )   (5 )

Delivered EBIT

    24     14     30     25  

EMEA

   
 
   
 
   
 
   
 
 

Operating income (EBIT)

    134     168     275     296  

less noncontrolling interests

    (1 )   -     (1 )   (2 )

Delivered EBIT

    133     168     274     294  

Asia-Pacific

   
 
   
 
   
 
   
 
 

Operating income (EBIT)

    67     55     152     89  

less noncontrolling interests

    (2 )   (1 )   (4 )   (2 )

Delivered EBIT

    65     54     148     87  

Latin America

   
 
   
 
   
 
   
 
 

Operating income (EBIT)

    16     20     34     38  

less noncontrolling interests

    -     -     -     -  

Delivered EBIT

  $ 16   $ 20   $ 34   $ 38  

New Business Metrics

Care Coordination

       The measures for our North America Segment discussed below include current and future programs that we will be participating in and will be reflected in the discussion of our business within the North America Segment. Currently, only the BPCI, sub-capitation and other shared savings programs are

34


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

included within the Member Months and Medical Cost Under Management calculations below. In the future we expect the various other programs will be included in the following metrics as information on reimbursements becomes available, specifically for MA-CSNPs and ESCO programs. These metrics may be developed further in future periods. Note that due to the time required by CMS to review the data we provide related to our participation in the BPCI program, estimates have been used in order to report these metrics timely.

Member Months Under Medical Cost Management

       Member months under medical cost management is calculated by multiplying the number of members who are included in value and risk-based reimbursement programs, such as Medicare Advantage plans or other value-based programs in the U.S., by the corresponding number of months these members participate in those programs ("Member Months"). In the aforementioned programs, we are assuming the risk of generating savings. The financial results will be recorded in earnings as our performance is determined. The membership offerings within Care Coordination are sub-capitation arrangements, MA-CSNPs, ESCO and BPCI programs as well as other shared savings programs. An increase in patient membership may indicate future earnings or losses as our performance is determined through these managed care programs.

Medical Cost Under Management

       Medical cost under management represents the management of medical costs associated with our patient membership in value and risk-based programs. For ESCO, BPCI and other shared savings programs, this is calculated by multiplying the Member Months in each program by the benchmark of expected medical cost per member per month. The sub-capitation and MA-CSNPs calculation multiplies the premium per member of the program per month by the number of Member Months associated with the plan, as noted above.

Care Coordination Patient Encounters

       Care Coordination patient encounters represents the total patient encounters and procedures conducted by certain of our Care Coordination activities. Specifically, Care Coordination patient encounters is the sum of all encounters and procedures completed during the period by Sound, MedSpring Urgent Care ("MedSpring"), Fresenius Vascular Care, and National Cardiovascular Partners ("NCP") as well as patients in our BMM program.

Balance Sheet Structure

       Total assets as of June 30, 2015 decreased to $25,410 million from $25,447 million as compared to December 31, 2014. Current assets as a percent of total assets remained flat at 26% at June 30, 2015 as compared to December 31, 2014. The equity ratio, the ratio of our equity divided by total liabilities and shareholders' equity, increased to 40% at June 30, 2015 as compared to 39% at December 31, 2014.

35


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

Outlook

       Below is a table showing our growth outlook for 2015. The outlook for 2015 and the growth rates indicated for 2016 are based on exchange rates prevailing at the beginning of 2015:

 
  Targets 2015
Revenue   growth 5 – 7%

Operating income

 

moderate growth

Net income growth(1)

 

growth 0 – 5%

Basic earnings per share growth(1)

 

based on development of net income

Capital Expenditures

 

~ $1.0 billion

Acquisitions and investments

 

~ $0.4 billion

Net cash provided by (used in) operating activities in % of revenue

 

> 10%

Free cash flow in % of revenue

 

> 4%

Debt/EBITDA Ratio

 

~ 3.0

Employees(2)

 

> 105,000

Research and development expenses

 

~ $140 million
(1)
Net income attributable to shareholders of FMC AG & Co. KGaA

(2)
Full-time equivalents

       The second half of 2015 will be affected by two transactions: (i) the divestiture of our dialysis service business in Venezuela, given the difficult economic environment within the country. We expect to incur a non-tax deductible loss of around $30 million from this sale; and (ii) the transfer of European marketing rights for certain renal pharmaceuticals to Vifor Fresenius Medical Care Renal Pharma will generate a gain, which will cut the Venezuela loss by approximately half, on an after-tax basis. Both of these effects are considered in the Outlook above.

       For the 2016 projections, we expect revenue to increase around 7-10% (previously 9-12%). This is due to the fact that we expect some of the initiatives in lower margin Care Coordination operations to be delayed into the following years. The net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is still expected to grow by 15-20% (unchanged).

Recently Implemented Accounting Pronouncements

       On January 23, 2014, FASB issued Accounting Standards Update 2014-05 ("ASU 2014-05") Service Concession Arrangements (Topic 853). ASU 2014-05's objective is to specify that an operating entity should not account for a service concession arrangement that is within the scope of ASU 2014-05 as a lease. The update is effective for fiscal years and interim periods within those years beginning on or after December 15, 2014. We adopted ASU 2014-05 as of January 1, 2015. ASU 2014-05 does not have a material impact on the Company and its Consolidated Financial Statements.

36


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       On April 10, 2014 FASB issued Accounting Standards Update 2014-08 ("ASU 2014-08") Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08's objective is to reduce the complexity and difficulty in applying guidance for discontinued operations. ASU 2014-08's main focus is to limit the presentation to disposals representing a strategic shift that has a major effect on operations or financial results. The update is effective for fiscal years and interim periods within those years beginning on or after December 15, 2014. We adopted ASU 2014-08 as of January 1, 2015. ASU 2014-08 does not have material impact on our Consolidated Financial Statements.

       On June 12, 2014, FASB issued Accounting Standards Update 2014-11 ("ASU 2014-11"), Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures, which aligns the accounting for repurchase-to-maturity transactions and repurchase financing arrangements with the accounting for other typical repurchase agreements, i.e. these transactions will be accounted for as secured borrowings. ASU 2014-11 also requires additional disclosures about repurchase agreements and other similar transactions. The update is effective for fiscal years and interim periods within those years beginning on or after December 15, 2014. We adopted ASU 2014-11 as of January 1, 2015. ASU 2014-11 does not have a material impact on the Company and its Consolidated Financial Statements.

Recent Accounting Pronouncements Not Yet Adopted

       On May 28, 2014, the FASB issued Accounting Standards Update 2014-09 ("ASU 2014-09"), Revenue from Contracts with Customers, Topic 606. Simultaneously, the IASB published its equivalent revenue standard, "IFRS 15," Revenue from Contracts with Customers. The standards are the result of a convergence project between FASB and the IASB. This update specifies how and when companies reporting under U.S. GAAP will recognize revenue as well as providing users of financial statements with more informative and relevant disclosures. ASU 2014-09 supersedes some guidance included in topic 605, Revenue Recognition, some guidance within the scope of Topic 360, Property, Plant, and Equipment, and some guidance within the scope of Topic 350, Intangibles – Goodwill and Other. This ASU applies to nearly all contracts with customers, unless those contracts are within the scope of other standards (for example, lease contracts or insurance contracts). This update is effective for fiscal years and interim periods within those years beginning on or after December 15, 2016. Earlier adoption is not permitted. We are currently evaluating the impact of ASU 2014-09 on our Consolidated Financial Statements.

       On February 18, 2015, FASB issued Accounting Standards Update 2015-02 ("ASU 2015-02"), Consolidation (Topic 810): Amendments to the Consolidation Analysis, which focuses on clarifying guidance related to the evaluation of various types of legal entities such as limited partnerships, limited liability corporations and certain security transactions for consolidation. The update is effective for fiscal years beginning after December 15, 2015, and for interim periods within fiscal years beginning after December 15, 2015. We are currently evaluating the impact of ASU 2015-02 on our Consolidated Financial Statements.

       On April 7, 2015, FASB issued Accounting Standards Update 2015-03 ("ASU 2015-03"), Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that liability, consistent with debt discounts. This update is effective for fiscal years beginning after December 15, 2015, and for interim periods within fiscal years beginning after December 15, 2015. We will adopt this ASU beginning in the fiscal year 2016.

37


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2015 and 2014

       On April 15, 2015, FASB issued Accounting Standards Update 2015-05 ("ASU 2015-05"), Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement, which assists entities in evaluating the accounting for fees paid by a customer in a cloud computing arrangement, depending upon the inclusion or exclusion of software licenses. This update is effective for fiscal years beginning after December 15, 2015, and for interim periods within fiscal years beginning after December 15, 2015. We are currently evaluating the impact of ASU 2015-05 on our Consolidated Financial Statements.

       On July 22, 2015, FASB issued Accounting Standards Update 2015-11 ("ASU 2015-11"), Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 applies to companies other than those that measure inventory using last-in, first-out (LIFO) or the retail inventory method. This update requires applicable companies to measure inventory at the lower of cost and net realizable value. This update is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with earlier adoption permitted. We are currently evaluating the impact of ASU 2015-11 on our Consolidated Financial Statements.

38


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Financial Statements

Consolidated Statements of Income

(unaudited)

(in thousands, except share data)

 
  For the three months
ended June 30,
  For the six months
ended June 30,
 
 
  2015   2014   2015   2014  

Net revenue:

                         

Health Care

  $ 3,453,921   $ 3,013,544   $ 6,742,932   $ 5,858,968  

Less: Patient service bad debt provision

    109,123     64,715     215,730     127,952  

Net Health Care

    3,344,798     2,948,829     6,527,202     5,731,016  

Dialysis Products

    853,938     885,973     1,631,461     1,667,378  

    4,198,736     3,834,802     8,158,663     7,398,394  

Costs of revenue:

   
 
   
 
   
 
   
 
 

Health Care

    2,481,703     2,201,418     4,897,432     4,319,022  

Dialysis Products

    419,766     421,966     779,914     785,822  

    2,901,469     2,623,384     5,677,346     5,104,844  

Gross profit

   
1,297,267
   
1,211,418
   
2,481,317
   
2,293,550
 

Operating (income) expenses:

   
 
   
 
   
 
   
 
 

Selling, general and administrative          

    722,618     630,413     1,377,534     1,250,144  

Research and development

    34,483     30,701     65,421     60,729  

Income from equity method investees

    (6,797 )   (5,969 )   (13,001 )   (18,491 )

Operating income

    546,963     556,273     1,051,363     1,001,168  

Other (income) expense:

   
 
   
 
   
 
   
 
 

Interest income

    (13,169 )   (12,899 )   (73,109 )   (28,314 )

Interest expense

    115,127     111,305     277,175     222,981  

Income before income taxes

    445,005     457,867     847,297     806,501  

Income tax expense

    135,372     177,291     273,233     278,575  

Net income

    309,633     280,576     574,064     527,926  

Less: Net income attributable to noncontrolling interests

    68,865     46,934     123,748     88,822  

Net income attributable to shareholders of FMC-AG & Co. KGaA

  $ 240,768   $ 233,642   $ 450,316   $ 439,104  

Basic earnings per share

  $ 0.79   $ 0.77   $ 1.48   $ 1.46  

Fully diluted earnings per share

  $ 0.79   $ 0.77   $ 1.48   $ 1.45  

See accompanying notes to unaudited consolidated financial statements.

39


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA


Consolidated Statements of Comprehensive Income

(unaudited)

(in thousands, except share data)

 
  For the three months
ended June 30,
  For the six months
ended June 30,
 
 
  2015   2014   2015   2014  

Net Income

  $ 309,633   $ 280,576   $ 574,064   $ 527,926  

Gain (loss) related to cash flow hedges

    20,986     7,071     27,938     14,030  

Actuarial gain (loss) on defined benefit pension plans

    8,106     4,355     17,335     8,709  

Gain (loss) related to foreign currency translation

    18,798     37,770     (108,635 )   (9,286 )

Income tax (expense) benefit related to components of other comprehensive income

    (8,742 )   (3,611 )   (14,666 )   (7,161 )

Other comprehensive income (loss), net of tax

    39,148     45,585     (78,028 )   6,292  

Total comprehensive income

  $ 348,781   $ 326,161   $ 496,036   $ 534,218  

Comprehensive income attributable to noncontrolling interests

    69,731     47,216     120,661     89,071  

Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA

  $ 279,050   $ 278,945   $ 375,375   $ 445,147  

See accompanying notes to unaudited consolidated financial statements.

40


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA


Consolidated Balance Sheets

(in thousands, except share data)

 
  June 30,
2015
  December 31,
2014
 
 
  (unaudited)
  (audited)
 
Assets              
Current assets:              

Cash and cash equivalents

  $ 582,159   $ 633,855  

Trade accounts receivable less allowance for doubtful accounts of $470,064 in 2015 and $418,508 in 2014

    3,265,528     3,203,655  

Accounts receivable from related parties

    131,865     193,225  

Inventories

    1,207,967     1,115,554  

Prepaid expenses and other current assets

    1,291,052     1,333,067  

Deferred taxes

    223,648     245,354  

Total current assets

    6,702,219     6,724,710  

Property, plant and equipment, net

 

 

3,317,212

 

 

3,290,180

 
Intangible assets     863,088     869,411  
Goodwill     13,077,335     13,082,180  
Deferred taxes     135,538     141,052  
Investment in equity method investees     638,284     676,822  
Other assets and notes receivables     676,545     662,746  

Total assets

  $ 25,410,221   $ 25,447,101  
Liabilities and shareholders' equity              
Current liabilities:              

Accounts payable

  $ 536,609   $ 573,184  

Accounts payable to related parties

    178,813     140,731  

Accrued expenses and other current liabilities

    2,326,218     2,197,245  

Short-term borrowings and other financial liabilities

    116,125     132,693  

Short-term borrowings from related parties

    58,071     5,357  

Current portion of long-term debt and capital lease obligations

    297,616     313,607  

Income tax payable

    65,225     79,687  

Deferred taxes

    36,402     34,787  

Total current liabilities

    3,615,079     3,477,291  

Long-term debt and capital lease obligations, less current portion

 

 

8,797,785

 

 

9,080,277

 
Other liabilities     461,161     411,976  
Pension liabilities     622,250     642,318  
Income tax payable     156,268     177,601  
Deferred taxes     714,836     804,609  

Total liabilities

    14,367,379     14,594,072  

Noncontrolling interests subject to put provisions

 

 

860,471

 

 

824,658

 

Shareholders' equity:

 

 

 

 

 

 

 
Ordinary shares, no par value, €1.00 nominal value, 392,462,972 shares authorized, 312,152,901 issued and 304,603,950 outstanding     386,381     385,215  
Treasury stock, at cost     (505,014 )   (505,014 )
Additional paid-in capital     3,561,914     3,546,075  
Retained earnings     7,291,852     7,104,780  
Accumulated other comprehensive income (loss)     (1,162,684 )   (1,087,743 )

Total FMC-AG & Co. KGaA shareholders' equity

    9,572,449     9,443,313  
Noncontrolling interests not subject to put provisions     609,922     585,058  

Total equity

    10,182,371     10,028,371  

Total liabilities and equity

  $ 25,410,221   $ 25,447,101  

See accompanying notes to unaudited consolidated financial statements.

41


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA


Consolidated Statements of Cash Flows

(unaudited, in thousands)

 
  For the six months
ended June 30,
 
 
  2015   2014  

Operating Activities:

             

Net income

  $ 574,064   $ 527,926  

Adjustments to reconcile net income to net cash provided by operating activities:

             

Depreciation and amortization

    356,813     336,126  

Change in deferred taxes, net

    (72,560 )   692  

(Gain) loss on sale of fixed assets and investments

    1,286     1,544  

Compensation expense related to stock options

    593     (1,403 )

Investments in equity method investees, net

    (3,533 )   28,737  

Changes in assets and liabilities, net of amounts from businesses acquired:

             

Trade accounts receivable, net

    (168,463 )   (93,529 )

Inventories

    (128,741 )   (180,098 )

Prepaid expenses, other current and non-current assets

    68,165     (66,742 )

Accounts receivable from related parties

    25,969     (27,465 )

Accounts payable to related parties

    48,724     41,652  

Accounts payable, accrued expenses and other current and non-current liabilities

    161,979     (7,651 )

Income tax payable

    (31,846 )   1,818  

Net cash provided by (used in) operating activities

    832,450     561,607  

Investing Activities:

             

Purchases of property, plant and equipment

    (417,751 )   (419,259 )

Proceeds from sale of property, plant and equipment

    6,314     4,291  

Acquisitions and investments, net of cash acquired, and purchases of intangible assets

    (100,591 )   (434,697 )

Proceeds from divestitures

    34,432     3,310  

Net cash provided by (used in) investing activities

    (477,596 )   (846,355 )

Financing Activities:

             

Proceeds from short-term borrowings

    112,825     137,213  

Repayments of short-term borrowings

    (128,635 )   (50,583 )

Proceeds from short-term borrowings from related parties

    53,001     158,407  

Repayments of short-term borrowings from related parties

    -     (56,758 )

Proceeds from long-term debt and capital lease obligations

    4,191     786,242  

Repayments of long-term debt and capital lease obligations

    (138,625 )   (450,277 )

Increase (decrease) of accounts receivable securitization program

    14,250     72,000  

Proceeds from exercise of stock options

    53,762     40,753  

Dividends paid

    (263,244 )   (317,903 )

Distributions to noncontrolling interests

    (123,754 )   (97,047 )

Contributions from noncontrolling interests

    22,453     25,323  

Net cash provided by (used in) financing activities

    (393,776 )   247,370  

Effect of exchange rate changes on cash and cash equivalents

    (12,774 )   (861 )

Cash and Cash Equivalents:

             

Net increase (decrease) in cash and cash equivalents

    (51,696 )   (38,239 )

Cash and cash equivalents at beginning of period

    633,855     682,777  

Cash and cash equivalents at end of period

  $ 582,159   $ 644,538  

See accompanying notes to unaudited consolidated financial statements.

42


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Statement of Shareholders´ Equity
For the six months ended June 30, 2015 (unaudited) and
year ended December 31, 2014 (audited)
(in thousands, except share data)

 
  Ordinary Shares   Treasury Stock    
   
  Accumulated
Other
comprehensive
income
(loss)
  Total
FMC-AG & Co.
KGaA
shareholders'
equity
   
   
 
 
   
   
  Noncontrolling
interests not
subject to put
provisions
   
 
 
  Number of
shares
  No par
value
  Number of
shares
  Amount   Additional
paid in
capital
  Retained
earnings
  Total Equity  

Balance at December 31, 2013

    308,995,730   $ 382,411     (7,548,951 ) $ (505,014 ) $ 3,530,337   $ 6,377,417   $ (550,587 ) $ 9,234,564   $ 250,456   $ 9,485,020  

Proceeds from exercise of options and related tax effects

    2,108,521     2,804     -     -     99,182     -     -     101,986     -     101,986  

Compensation expense related to stock options

    -     -     -     -     8,507     -     -     8,507     -     8,507  

Dividends paid

    -     -     -     -     -     (317,903 )   -     (317,903 )   -     (317,903 )

Purchase/ sale of noncontrolling interests

    -     -     -     -     (2,184 )   -     -     (2,184 )   327,220     325,036  

Contributions from/ to noncontrolling interests

    -     -     -     -     -     -     -     -     (71,054 )   (71,054 )

Changes in fair value of noncontrolling interests subject to put provisions

    -     -     -     -     (89,767 )   -     -     (89,767 )   -     (89,767 )

Net income

    -     -     -     -     -     1,045,266     -     1,045,266     80,949     1,126,215  

Other comprehensive income (loss)

    -     -     -     -     -     -     (537,156 )   (537,156 )   (2,513 )   (539,669 )

Comprehensive income

    -     -     -     -     -     -     -     508,110     78,436     586,546  

Balance at December 31, 2014

    311,104,251   $ 385,215     (7,548,951 ) $ (505,014 ) $ 3,546,075   $ 7,104,780   $ (1,087,743 ) $ 9,443,313   $ 585,058   $ 10,028,371  

Proceeds from exercise of options and related tax effects

    1,048,650     1,166     -     -     50,030     -     -     51,196     -     51,196  

Compensation expense related to stock options

    -     -     -     -     593     -     -     593     -     593  

Dividends paid

    -     -     -     -     -     (263,244 )   -     (263,244 )   -     (263,244 )

Purchase/ sale of noncontrolling interests

    -     -     -     -     1,694     -     -     1,694     (5,934 )   (4,240 )

Contributions from/ to noncontrolling interests

    -     -     -     -     -     -     -     -     (28,976 )   (28,976 )

Changes in fair value of noncontrolling interests subject to put provisions

    -     -     -     -     (36,478 )   -     -     (36,478 )   -     (36,478 )

Net income

    -     -     -     -     -     450,316     -     450,316     60,699     511,015  

Other comprehensive income (loss)

    -     -     -     -     -     -     (74,941 )   (74,941 )   (925 )   (75,866 )

Comprehensive income

    -     -     -     -     -     -     -     375,375     59,774     435,149  

Balance at June 30, 2015

    312,152,901   $ 386,381     (7,548,951 ) $ (505,014 ) $ 3,561,914   $ 7,291,852   $ (1,162,684 ) $ 9,572,449   $ 609,922   $ 10,182,371  

See accompanying notes to unaudited consolidated financial statements.

43


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA


Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

1.    The Company and Basis of Presentation

The Company

       Fresenius Medical Care AG & Co. KGaA ("FMC-AG & Co. KGaA" or the "Company"), a German partnership limited by shares (Kommanditgesellschaft auf Aktien), is the world's largest kidney dialysis company. The Company provides dialysis care services related to the dialysis treatment a patient with end-stage renal disease ("ESRD") receives, as well as other health care services. We describe our other health care services as "Care Coordination." Care Coordination services include the coordinated delivery of pharmacy services, vascular, cardiovascular and endovascular specialty services, non-dialysis laboratory testing services, physician services, hospitalist and intensivist services, health plan services and urgent care services, which, together with dialysis care services represent the Company's health care services. In addition, the Company also provides dialysis products for the treatment of ESRD, including products manufactured and distributed by the Company such as hemodialysis machines, peritoneal cyclers, dialyzers, peritoneal solutions, hemodialysis concentrates, solutions and granulates, bloodlines, renal pharmaceuticals and systems for water treatment. The Company supplies dialysis clinics it owns, operates or manages with a broad range of products in addition to sales of dialysis products to other dialysis service providers.

       In these unaudited consolidated financial statements, "FMC-AG & Co. KGaA," or the "Company," "we," "us" or "our" refers to the Company or the Company and its subsidiaries on a consolidated basis, as the context requires. The term "North America Segment" refers to the North America operating segment; the term "EMEA Segment" refers to the Europe, Middle East and Africa operating segment, the term "Asia-Pacific Segment" refers to the Asia-Pacific operating segment, and the term "Latin America Segment" refers to the Latin America operating segment. For further discussion of the Company's operating segments, see Note 14 "Segment and Corporate Information."

Basis of Presentation

       The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

       The consolidated financial statements at June 30, 2015 and for the three and six months ended June 30, 2015 and 2014 contained in this report are unaudited and should be read in conjunction with the consolidated financial statements contained in the Company's 2014 Annual Report on Form 20-F. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Such financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments are of a normal recurring nature.

       The accounting policies applied in the accompanying consolidated financial statements are the same as those applied in the consolidated financial statements at and for the year ended December 31, 2014, contained in the Company's 2014 Annual Report on Form 20-F.

44


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

       The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results of operations for the year ending December 31, 2015.

2.    Related Party Transactions

       The Company's parent, Fresenius SE & Co. KGaA ("Fresenius SE"), a German partnership limited by shares, owns 100% of the share capital of Fresenius Medical Care Management AG, the Company's general partner ("General Partner"). Fresenius SE is also the Company's largest shareholder and owns approximately 31.0% of the Company's outstanding shares at June 30, 2015. The Company has entered into certain arrangements for services, leases and products with Fresenius SE or its subsidiaries and with certain of the Company's equity method investees as described in item a) below. The Company's terms related to the receivables or payables for these services, leases and products are generally consistent with the normal terms of the Company's ordinary course of business transactions with unrelated parties. Financing arrangements as described in item b) below have agreed upon terms which are determined at the time such financing transactions occur and reflect market rates at the time of the transaction. The relationship between the Company and its key management personnel who are considered to be related parties is described in item c) below. Our related party transactions are settled through Fresenius SE's cash management system where appropriate.

a)   Service Agreements, Lease Agreements and Products

       The Company is party to service agreements with Fresenius SE and certain of its affiliates (collectively the "Fresenius SE Companies") to receive services, including, but not limited to: administrative services, management information services, employee benefit administration, insurance, information technology services, tax services and treasury management services. The Company also provides certain services to the Fresenius SE Companies, including research and development, central purchasing and warehousing. Under these agreements, the Company also performs clinical studies and marketing and distribution services for certain of its equity method investees.

       The Company is party to real estate operating lease agreements with the Fresenius SE Companies, which include leases for the Company's corporate headquarters in Bad Homburg, Germany and production sites in Schweinfurt and St. Wendel, Germany. The majority of the leases expire in 2016 and contain renewal options.

       In addition to the above mentioned service and lease agreements, the Company sold products to the Fresenius SE Companies and made purchases from the Fresenius SE Companies and equity method investees. In addition, Fresenius Medical Care Holdings, Inc. ("FMCH") purchases heparin supplied by Fresenius Kabi USA, Inc. ("Kabi USA"), through an independent group purchasing organization ("GPO"). Kabi USA is wholly-owned by Fresenius Kabi AG, a wholly-owned subsidiary of Fresenius SE. The Company has no direct supply agreement with Kabi USA and does not submit purchase orders directly to Kabi USA. FMCH acquires heparin from Kabi USA, through the GPO contract, which was negotiated by the GPO at arm's length on behalf of all members of the GPO.

       The Company entered into an agreement with a Fresenius SE company for the manufacturing of plasma collection devices. The Company agreed to produce 3,500 units which can be further increased to a maximum of 4,550 units, over the length of the five year contract. On January 1, 2015, this manufacturing

45


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

business was sold to Kabi USA in the amount of $9,327 for which a fairness opinion was obtained from a reputable global accounting firm. The disposal was accounted for as a transaction between parties under common control at the carrying amounts without the generation of profits.

       Below is a summary, including the Company's receivables from and payables to the indicated parties resulting from the above described transactions with related parties.

Service Agreements, Lease Agreements and Products  
 
  For the six months ended
June 30, 2015
  For the six months ended
June 30, 2014
  June 30, 2015   December 31, 2014  
 
  Sales of
goods and
services
  Purchases
of
goods and
services
  Sales of
goods and
services
  Purchases
of
goods and
services
  Accounts
Receivables
  Accounts
Payables
  Accounts
Receivables
  Accounts
Payables
 
Service Agreements                                                  

Fresenius SE

    97     10,388     184     11,757     236     2,758     106     3,134  

Fresenius SE affiliates

    3,784     37,869     4,346     28,025     1,025     2,001     1,396     2,462  

Equity method investees

    8,021     -     9,782     -     4,152     -     4,265     -  

Total

  $ 11,902   $ 48,257   $ 14,312   $ 39,782   $ 5,413   $ 4,759   $ 5,767   $ 5,596  
Lease Agreements                                                  

Fresenius SE

    -     4,741     -     5,299     -     -     -     -  

Fresenius SE affiliates

    -     7,320     -     8,957     -     -     -     -  

Total

  $ -   $ 12,061   $ -   $ 14,256   $ -   $ -   $ -   $ -  
Products                                                  

Fresenius SE

    4     -     -     -     -     -     -     -  

Fresenius SE affiliates

    13,247     18,706     24,710     20,378     8,966     4,200     18,352     4,132  

Equity method investees

    -     54,259     -     5,040     -     49,659     -     270  

Total

  $ 13,251   $ 72,965   $ 24,710   $ 25,418   $ 8,966   $ 53,859   $ 18,352   $ 4,402  

b)   Financing

       The Company receives short-term financing from and provides short-term financing to Fresenius SE. The Company also utilizes Fresenius SE's cash management system for the settlement of certain intercompany receivables and payables with its subsidiaries and other related parties. As of June 30, 2015 and December 31, 2014, the Company had accounts receivables from Fresenius SE related to short-term financing in the amount of $115,759 and $146,144, respectively. As of June 30, 2015 and December 31, 2014, the Company had accounts payables to Fresenius SE related to short-term financing in the amount of $119,931 and $103,386, respectively. The interest rates for these cash management arrangements are set on a daily basis and are based on the then-prevailing overnight reference rate for the respective currencies.

       On August 19, 2009, the Company borrowed €1,500 ($1,678 at June 30, 2015 and $1,821 at December 31, 2014) from the General Partner on an unsecured basis at 1.335%. The loan repayment has been extended periodically and is currently due August 20, 2015 with an interest rate of 1.849%. On November 28, 2013, the Company borrowed an additional €1,500 ($1,678 at June 30, 2015 and $1,821 at December 31, 2014) from the General Partner at 1.875%. This loan is due on November 27, 2015 with an interest rate of 1.506%.

       On June 12, 2014, the Company provided a one-year unsecured term loan to one of its equity method investees in the amount of $22,500 at an interest rate of 2.5366%. This loan was repaid in full on June 12, 2015.

46


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

       At June 30, 2015 and December 31, 2014, a subsidiary of Fresenius SE held unsecured Senior Notes issued by the Company in the amount of €8,300 and €8,300 ($9,287 at June 30, 2015 and $10,077 at December 31, 2014), respectively. The Senior Notes were issued in 2011 and 2012, mature in 2021 and 2019, respectively, and each have a coupon rate of 5.25% with interest payable semiannually.

       At June 30, 2015 and December 31, 2014, the Company borrowed from Fresenius SE €48,900 and €1,400 ($54,715 at June 30, 2015 and $1,700 at December 31, 2014) on an unsecured basis at an interest rate of 1.111% and 1.188%, respectively. Subsequent to June 30, 2015, the Company received additional advances from Fresenius SE increasing the amount borrowed to €83,900 ($91,468 as of July 22, 2015) and is due on July 31, 2015. For further information on this loan agreement, see Note 5. "Short-Term Borrowings, Other Financial Liabilities and Short-Term Borrowings from Related Parties – Short-Term Borrowings from Related Parties."

c)    Key Management Personnel

       Due to the legal form of a German partnership limited by shares, the General Partner holds a key management position within the Company. In addition members of the Management Board and the Supervisory Board as key management personnel, as well as their close relatives, are considered related parties.

       The Company's Articles of Association provide that the General Partner shall be reimbursed for any and all expenses in connection with management of the Company's business, including remuneration of the members of the General Partner's supervisory board and the members of the General Partner's management board. The aggregate amount reimbursed to the General Partner was $7,519 and $12,491, respectively, for its management services during the six months ended June 30, 2015 and 2014. As of June 30, 2015 and December 31, 2014, the Company had accounts receivable from the General Partner in the amount of $1,727 and $462, respectively. As of June 30, 2015 and December 31, 2014, the Company had accounts payables to the General Partner in the amount of $264 and $27,347, respectively.

3.    Inventories

       At June 30, 2015 and December 31, 2014, inventories consisted of the following:

 
  June 30,
2015
  December 31,
2014
 
Finished goods   $ 703,429   $ 677,110  
Health care supplies     235,371     170,614  
Raw materials and purchased components     202,657     197,920  
Work in process     66,510     69,910  

Inventories

  $ 1,207,967   $ 1,115,554  

47


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

4.    Other Assets and Notes Receivables

       On August 12, 2013, FMCH made an investment-type transaction by providing a credit facility to a middle-market dialysis provider in the amount of up to $200,000 to fund general corporate purposes. The transaction is in the form of subordinated notes with a maturity date of July 4, 2020 (unless prepaid) and a payment-in-kind ("PIK") feature that will allow interest payments in the form of cash (at 10.75%) or PIK (at 11.75%). The PIK feature, if used, allows for the addition of the accrued interest to the then outstanding principal. The collateral for this loan is 100% of the equity interest in this middle-market dialysis provider. The availability period for drawdowns on this loan was 18 months and ended on February 12, 2015. The Company assesses the recoverability of this investment based on quarterly financial statements and other information obtained, used for an assessment of profitability and business plan objectives, as well as by analyzing general economic and market conditions in which the provider operates. On April 30, 2014, the Payee exercised the PIK feature and converted $10,137 of accrued interest then due to outstanding principal. Consequently, at June 30, 2015, $180,137 is effectively drawn down ($180,137 at December 31, 2014) with $3,369 of interest income accrued ($3,369 at December 31, 2014). Interest is payable on a semi-annual basis.

5.    Short-Term Borrowings, Other Financial Liabilities and Short-Term Borrowings from Related Parties

       At June 30, 2015 and December 31, 2014, short-term borrowings, other financial liabilities and short-term borrowings from related parties consisted of the following:

 
  June 30,
2015
  December 31,
2014
 
Borrowings under lines of credit   $ 115,718   $ 132,495  
Other financial liabilities     407     198  
Short-term borrowings and other financial liabilities     116,125     132,693  
Short-term borrowings from related parties (see Note 2.b, excluding interest)     58,071     5,357  
Short-term borrowings, other financial liabilities and short-term borrowings from related parties   $ 174,196   $ 138,050  

       The Company and certain consolidated entities operate a multi-currency notional pooling cash management system. The Company met the conditions to offset balances within this cash pool for reporting purposes. At June 30, 2015, cash and short-term borrowings in the amount of $22,903 were offset under this cash management system.

Short-term Borrowings from related parties

       The Company is party to an unsecured loan agreement with Fresenius SE under which the Company or its subsidiaries may request and receive one or more short-term advances up to an aggregate amount of $400,000 until maturity on October 30, 2017. The interest on the advance(s) will be at a fluctuating rate per annum equal to LIBOR or EURIBOR as applicable plus an applicable margin. Advances can be repaid

48


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

and reborrowed. On June 30, 2015, the Company received an advance of €48,900 ($54,715) at an interest rate of 1.111%. Subsequent to June 30, 2015, the Company received additional advances from Fresenius SE increasing the amount borrowed to €83,900 ($91,468 as of July 22, 2015) and is due on July 31, 2015. For further information on short-term borrowings from related parties outstanding at June 30, 2015, see Note 2 b).

6.    Long-term Debt and Capital Lease Obligations

       At June 30, 2015 and December 31, 2014, long-term debt and capital lease obligations consisted of the following:

 
  June 30,
2015
  December 31,
2014
 
Amended 2012 Credit Agreement   $ 2,773,138   $ 2,900,222  
Senior Notes     5,393,414     5,514,947  
Equity-neutral convertible bonds     419,319     451,653  
Accounts receivable facility     356,000     341,750  
Capital lease obligations     40,190     40,991  
Other     113,340     144,321  
Long-term debt and capital lease obligations   $ 9,095,401   $ 9,393,884  
Less current portion     (297,616 )   (313,607 )
Long-term debt and capital lease obligations, less current portion   $ 8,797,785   $ 9,080,277  

Amended 2012 Credit Agreement

       The following table shows the available and outstanding amounts under the Amended 2012 Credit Agreement at June 30, 2015 and at December 31, 2014:

 
  Maximum Amount Available
June 30, 2015
  Balance Outstanding
June 30, 2015
 
Revolving Credit USD   $ 1,000,000   $ 1,000,000   $ 50,895   $ 50,895  
Revolving Credit EUR   400,000   $ 447,560   -   $ -  
USD Term Loan   $ 2,400,000   $ 2,400,000   $ 2,400,000   $ 2,400,000  
EUR Term Loan   288,000   $ 322,243   288,000   $ 322,243  
          $ 4,169,803         $ 2,773,138  

 

 
  Maximum Amount Available
December 31, 2014
  Balance Outstanding
December 31, 2014
 
Revolving Credit USD   $ 1,000,000   $ 1,000,000   $ 35,992   $ 35,992  
Revolving Credit EUR   400,000   $ 485,640   -   $ -  
USD Term Loan   $ 2,500,000   $ 2,500,000   $ 2,500,000   $ 2,500,000  
EUR Term Loan   300,000   $ 364,230   300,000   $ 364,230  
          $ 4,349,870         $ 2,900,222  

49


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

       At June 30, 2015 and December 31, 2014, the Company had letters of credit outstanding in the amount of $6,893 under the USD revolving credit facility, which are not included above as part of the balance outstanding at those dates, but which reduce available borrowings under the applicable revolving credit facility.

Accounts Receivable Facility

       The following table shows the available and outstanding amounts under the accounts receivable facility at June 30, 2015 and at December 31, 2014:

 
  Maximum Amount
Available(1)
  Balance Outstanding  
 
  June 30,
2015
  December 31,
2014
  June 30,
2015
  December 31,
2014
 
Accounts Receivable Facility   $ 800,000   $ 800,000   $ 356,000   $ 341,750  

(1) Subject to availability of sufficient accounts receivable meeting funding criteria.

       The Company also had letters of credit outstanding under the accounts receivable facility in the amount of $66,622 as of June 30, 2015 and December 31, 2014. These letters of credit are not included above as part of the balance outstanding at June 30, 2015 and December 31, 2014; however, they reduce available borrowings under the accounts receivable facility.

7.    Earnings Per Share

       The following table contains reconciliations of the numerator and denominators of the basic and diluted earnings per share computations for the three and six months ended June 30, 2015 and 2014:

 
  For the three months
ended June 30,
  For the six months
ended June 30,
 
 
  2015   2014   2015   2014  
Numerator:                          
Net income attributable to shareholders of FMC-AG & Co. KGaA   $ 240,768   $ 233,642   $ 450,316   $ 439,104  

Denominators:

 

 

 

 

 

 

 

 

 

 

 

 

 
Weighted average number of Ordinary shares outstanding     304,172,400     301,781,895     303,929,089     301,637,274  
Potentially dilutive Ordinary shares     1,155,218     615,485     1,052,769     673,158  
Total weighted average Ordinary shares outstanding assuming dilution     305,327,618     302,397,380     304,981,858     302,310,432  

Basic earnings per share

 

$

0.79

 

$

0.77

 

$

1.48

 

$

1.46

 
Fully diluted earnings per share   $ 0.79   $ 0.77   $ 1.48   $ 1.45  

50


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

8.    Employee Benefit Plans

       The Company currently has two principal pension plans, one for German employees, the other covering employees in the United States, the latter of which was curtailed in 2002. Plan benefits are generally based on years of service and final salary. As there is no legal requirement in Germany to fund defined benefit plans, the Company's pension obligations in Germany are unfunded. Each year FMCH contributes to the plan covering United States employees at least the minimum required by the Employee Retirement Income Security Act of 1974, as amended.

       The following table provides the calculations of net periodic benefit cost for the three and six months ended June 30, 2015 and 2014, respectively.

 
  For the three months
ended June 30,
  For the six months
ended June 30,
 
 
  2015   2014   2015   2014  
Components of net periodic benefit cost:                          
Service cost   $ 6,149   $ 4,743   $ 12,521   $ 9,482  
Interest cost     6,972     7,408     13,915     14,812  
Expected return on plan assets     (4,104 )   (3,925 )   (8,202 )   (7,850 )
Amortization of unrealized losses     8,106     4,355     17,335     8,709  
Net periodic benefit costs   $ 17,123   $ 12,581   $ 35,569   $ 25,153  

9.    Noncontrolling Interests Subject to Put Provisions

       The Company has potential obligations to purchase the noncontrolling interests held by third parties in certain of its consolidated subsidiaries. These obligations are in the form of put provisions and are exercisable at the third-party owners' discretion within specified periods as outlined in each specific put provision. If these put provisions were exercised, the Company would be required to purchase all or part of third-party owners' noncontrolling interests at the appraised fair value at the time of exercise. The methodology the Company uses to estimate the fair values of the noncontrolling interest subject to put provisions assumes the greater of net book value or a multiple of earnings, based on historical earnings, development stage of the underlying business and other factors. The estimated fair values of the noncontrolling interests subject to these put provisions can also fluctuate and the implicit multiple of earnings at which these noncontrolling interest obligations may ultimately be settled could vary significantly from our current estimates depending upon market conditions.

       At June 30, 2015 and December 31, 2014, the Company's potential obligations under these put options were $860,471 and $824,658. At June 30, 2015 and December 31, 2014, put options with an aggregate purchase obligation of $140,879 and $123,846, respectively, were exercisable. One put option was exercised for a total consideration of $474 during the first six months of 2015.

51


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

       The following is a roll forward of noncontrolling interests subject to put provisions for the six months ended June 30, 2015 and the year ended December 31, 2014:

 
  June 30,
2015
  December 31,
2014
 
Beginning balance as of January 1,   $ 824,658   $ 648,251  
Contributions to noncontrolling interests     (87,515 )   (142,696 )
Purchase/ sale of noncontrolling interests     20,696     83,252  
Contributions from noncontrolling interests     5,267     16,064  
Changes in fair value of noncontrolling interests     36,478     89,767  
Net income     63,049     133,593  
Other comprehensive income (loss)     (2,162 )   (3,573 )
Ending balance as of June 30, 2015 and December 31, 2014   $ 860,471   $ 824,658  

10.    Sources of Revenue

       Outside of the U.S., the Company does not recognize patient service revenue at the time the services are rendered without assessing the patient's ability to pay. Accordingly, the additional disclosure requirements introduced with ASU 2011-07 only apply to U.S. patient service revenue. Below is a table showing the sources of our U.S. patient service revenue (net of contractual allowance and discounts but before patient service bad debt provision), included in the Company's Health Care revenue, for the six months ended June 30, 2015 and 2014.

 
  2015   2014  
Medicare program   $ 2,468,783   $ 2,208,586  
Private/alternative payors     2,336,037     2,013,357  
Medicaid and other government sources     264,900     202,892  
Hospitals     439,038     220,201  
Total patient service revenue   $ 5,508,758   $ 4,645,036  

11.    Commitments and Contingencies

Legal and Regulatory Matters

       The Company is routinely involved in numerous claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary course of its business of providing health care services and products. Legal matters that the Company currently deems to be material or noteworthy are described below. For the matters described below in which the Company believes a loss is both reasonably possible and estimable, an estimate of the loss or range of loss exposure is provided. For the other matters described below, the Company believes that the loss probability is remote and/or the loss or range of possible losses cannot be reasonably estimated at this time. The outcome of litigation and other legal matters is always difficult to predict accurately and outcomes that are not consistent with the Company's view of the merits can occur. The Company believes that it has valid

52


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that the resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on its business, results of operations and financial condition.

Commercial Litigation

       On April 5, 2013, the U.S. Judicial Panel on Multidistrict Litigation ordered that the numerous lawsuits filed and anticipated to be filed in various federal courts alleging wrongful death and personal injury claims against FMCH and certain of its affiliates relating to FMCH's acid concentrate products NaturaLyte® and Granuflo® be transferred and consolidated for pretrial management purposes into a consolidated multidistrict litigation in the United States District Court for the District of Massachusetts, styled In Re: Fresenius Granuflo/Naturalyte Dialysate Products Liability Litigation, Case No. 2013-md-02428. The Massachusetts state courts subsequently established a similar consolidated litigation for such cases filed in Massachusetts county courts, styled In Re: Consolidated Fresenius Cases, Case No. MICV 2013-03400-O (Massachusetts Superior Court, Middlesex County). These lawsuits allege generally that inadequate labeling and warnings for these products caused harm to patients. In addition, similar cases have been filed in several state courts outside Massachusetts, in some of which the judicial authorities have established consolidated proceedings for their disposition. The attorneys general of Louisiana and Mississippi have also filed complaints under their state deceptive practice statutes and in their state courts based on allegations similar to those advanced in the personal injury litigation. FMCH believes that these lawsuits are without merit, and will defend them vigorously.

Other Litigation and Potential Exposures

       On February 15, 2011, a whistleblower (relator) action under the False Claims Act against FMCH was unsealed by order of the United States District Court for the District of Massachusetts and served by the relator. The United States has not intervened in the case United States ex rel. Chris Drennen v. Fresenius Medical Care Holdings, Inc., 2009 Civ. 10179 (D. Mass.). The relator's complaint, which was first filed under seal in February 2009, alleges that the Company seeks and receives reimbursement from government payors for serum ferritin and hepatitis B laboratory tests that are medically unnecessary or not properly ordered by a physician. On March 6, 2011, the United States Attorney for the District of Massachusetts issued a subpoena seeking the production of documents related to the same laboratory tests that are the subject of the relator's complaint. FMCH has cooperated fully in responding to the subpoena, and will vigorously contest the relator's complaint.

       Subpoenas or search warrants have been issued by federal and state law enforcement authorities under the supervision of the United States Attorneys for the Districts of Connecticut, Southern Florida, Eastern Virginia and Rhode Island to American Access Care LLC ("AAC"), which the Company acquired in October 2011, and to the Company's subsidiary, Fresenius Vascular Care, Inc., which now operates former AAC centers as well as its own original facilities. Subpoenas have also been issued to certain of the Company's outpatient hemodialysis facilities for records relating to vascular access treatment and monitoring. The Company is cooperating fully in these investigations. Communications with the investigating United States Attorney Offices indicate that the inquiry encompasses invoicing and coding for procedures commonly performed in vascular access centers and the documentary support for the medical necessity of such procedures. The AAC acquisition agreement contains customary indemnification obligations with respect to breaches of representations, warranties or covenants and certain other specified

53


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

matters. As of October 18, 2013, a group of the prior owners of AAC exercised their right pursuant to the terms of the acquisition agreement to assume responsibility for responding to certain of the subpoenas. Pursuant to the AAC acquisition agreement the prior owners are obligated to indemnify the Company for certain liabilities that might arise from those subpoenas. On June 29, 2015, the United States District Court for the Southern District of Florida overruled a whistleblower's objections and approved a settlement agreed with the United States Attorney under which the Company has paid $1,200 in exchange for a release of claims arising in that District. The Company and the United States have agreed in principle to a settlement, on a similar basis, encompassing claims arising in the Connecticut and Rhode Island Districts, under which the Company would pay approximately $6,700 in exchange for a release of claims arising in those Districts. Both settlements implicate only actions and events occurring prior to the Company's acquisition of AAC.

       The Company has received communications alleging conduct in countries outside the U.S. and Germany that may violate the U.S. Foreign Corrupt Practices Act ("FCPA") or other anti-bribery laws. The Audit and Corporate Governance Committee of the Company's Supervisory Board is conducting investigations with the assistance of independent counsel. The Company voluntarily advised the U.S. Securities and Exchange Commission ("SEC") and the U.S. Department of Justice ("DOJ"). The Company's investigations and dialogue with the SEC and DOJ are ongoing. The Company has received a subpoena from the SEC requesting additional documents and a request from the DOJ for copies of the documents provided to the SEC. The Company is cooperating with the requests.

       Conduct has been identified that may result in monetary penalties or other sanctions under the FCPA or other anti-bribery laws. In addition, the Company's ability to conduct business in certain jurisdictions could be negatively impacted. The Company has previously recorded a non-material accrual for an identified matter. Given the current status of the investigations and remediation activities, the Company cannot reasonably estimate the range of possible loss that may result from identified matters or from the final outcome of the investigations or remediation activities.

       The Company's independent counsel, in conjunction with the Company's Compliance Department, has reviewed the Company's anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws, and appropriate enhancements are being implemented. The Company continues to be fully committed to FCPA and other anti-bribery law compliance.

       In December 2012, FMCH received a subpoena from the United States Attorney for the District of Massachusetts requesting production of a broad range of documents related to two products manufactured by FMCH, electron-beam sterilization of dialyzers and the Liberty peritoneal dialysis cycler. FMCH has cooperated fully in the government's investigation. In December 2014, FMCH was advised that the government's investigation was precipitated by a whistleblower, who first filed a complaint under seal in June 2013. In September 2014, the government declined to intervene in the whistleblower's actions. On March 31, 2015, the relator served his complaint styled Reihanifam v. Fresenius USA, Inc,, 2013 Civ. 11486 (D. Mass.). On May 14, 2015, the Court dismissed without prejudice the relator's False Claims Act allegations after receiving the United States' confirmation that it would not intervene as to those allegations. The Court has allowed the relator to pursue allegations of wrongful termination from employment, and the Company has moved to dismiss those allegations.

       In January 2013 and April 2015, respectively, FMCH received subpoenas from the United States Attorney for the Western District of Louisiana and the Attorney General for the Commonwealth of Massachusetts requesting discovery responses relating to the Granuflo® and Naturalyte® acid concentrate

54


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

products that are also the subject of personal injury litigation described above. FMCH has cooperated fully in the government's investigations.

       In August 2014, FMCH received a subpoena from the United States Attorney for the District of Maryland inquiring into FMCH's contractual arrangements with hospitals and physicians, including contracts relating to the management of in-patient acute dialysis services. FMCH is cooperating in the investigation.

       In July 2015, the Attorney General for Hawaii issued a civil complaint under the Hawaii False Claims Act styled Hawaii v. Liberty Dialysis – Hawaii, LLC et al., Case No. 15-1-1357-07 (Hawaii 1st Circuit) alleging that Xerox State Healthcare, LLC, M Group Consulting LLC and certain Liberty Healthcare subsidiaries of FMCH conspired to over bill Hawaii Medicaid for Liberty's Epogen administrations to Hawaii Medicaid patients during the period from 2006 through 2010, prior to the time of FMCH's acquisition of Liberty. The complaint alleges that Xerox State Healthcare LLC which acted as Hawaii's contracted administrator for its Medicaid program reimbursement operations during 2006-2010, provided incorrect and unauthorized billing guidance to Liberty and its consultant, M Group Consulting LLC, which Liberty relied on for purposes of its Epogen billing to the Hawaii Medicaid program. The complaint seeks civil damages authorized under the Hawaii False Claims Act. FMCH will vigorously contest the complaint.

       From time to time, the Company is a party to or may be threatened with other litigation or arbitration, claims or assessments arising in the ordinary course of its business. Management regularly analyzes current information including, as applicable, the Company's defenses and insurance coverage and, as necessary, provides accruals for probable liabilities for the eventual disposition of these matters.

       The Company, like other healthcare providers, conducts its operations under intense government regulation and scrutiny. It must comply with regulations which relate to or govern the safety and efficacy of medical products and supplies, the marketing and distribution of such products, the operation of manufacturing facilities, laboratories and dialysis clinics, and environmental and occupational health and safety. With respect to its development, manufacture, marketing and distribution of medical products, if such compliance is not maintained, the Company could be subject to significant adverse regulatory actions by the FDA and comparable regulatory authorities outside the U.S. These regulatory actions could include warning letters or other enforcement notices from the FDA, and/or comparable foreign regulatory authority which may require the Company to expend significant time and resources in order to implement appropriate corrective actions. If the Company does not address matters raised in warning letters or other enforcement notices to the satisfaction of the FDA and/or comparable regulatory authorities outside the U.S., these regulatory authorities could take additional actions, including product recalls, injunctions against the distribution of products or operation of manufacturing plants, civil penalties, seizures of the Company's products and/or criminal prosecution. FMCH is currently engaged in remediation efforts with respect to three pending FDA warning letters. The Company must also comply with the laws of the United States, including the federal Anti-Kickback Statute, the federal False Claims Act, the federal Stark Law and the federal Foreign Corrupt Practices Act as well as other federal and state fraud and abuse laws. Applicable laws or regulations may be amended, or enforcement agencies or courts may make interpretations that differ from the Company's interpretations or the manner in which it conducts its business. Enforcement has become a high priority for the federal government and some states. In addition, the provisions of the False Claims Act authorizing payment of a portion of any recovery to the party bringing the suit encourage private plaintiffs to commence whistleblower actions. By virtue of this regulatory environment, the Company's business activities and practices are subject to extensive review by regulatory authorities and private parties, and continuing audits, subpoenas, other inquiries, claims and

55


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

litigation relating to the Company's compliance with applicable laws and regulations. The Company may not always be aware that an inquiry or action has begun, particularly in the case of whistleblower actions, which are initially filed under court seal.

       The Company operates many facilities throughout the United States and other parts of the world. In such a decentralized system, it is often difficult to maintain the desired level of oversight and control over the thousands of individuals employed by many affiliated companies. The Company relies upon its management structure, regulatory and legal resources, and the effective operation of its compliance program to direct, manage and monitor the activities of these employees. On occasion, the Company may identify instances where employees or other agents deliberately, recklessly or inadvertently contravene the Company's policies or violate applicable law. The actions of such persons may subject the Company and its subsidiaries to liability under the Anti-Kickback Statute, the Stark Law, the False Claims Act and the Foreign Corrupt Practices Act, among other laws and comparable laws of other countries.

       Physicians, hospitals and other participants in the healthcare industry are also subject to a large number of lawsuits alleging professional negligence, malpractice, product liability, worker's compensation or related claims, many of which involve large claims and significant defense costs. The Company has been and is currently subject to these suits due to the nature of its business and expects that those types of lawsuits may continue. Although the Company maintains insurance at a level which it believes to be prudent, it cannot assure that the coverage limits will be adequate or that insurance will cover all asserted claims. A successful claim against the Company or any of its subsidiaries in excess of insurance coverage could have a material adverse effect upon it and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company's reputation and business.

       The Company has also had claims asserted against it and has had lawsuits filed against it relating to alleged patent infringements or businesses that it has acquired or divested. These claims and suits relate both to operation of the businesses and to the acquisition and divestiture transactions. The Company has, when appropriate, asserted its own claims, and claims for indemnification. A successful claim against the Company or any of its subsidiaries could have a material adverse effect upon its business, financial condition, and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company's reputation and business.

       Other than those contingent liabilities mentioned above, the amount of the Company's other known contingent liabilities is immaterial.

56


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

12.    Financial Instruments

Non-derivative Financial Instruments

       The following table presents the carrying amounts and fair values of the Company's non-derivative financial instruments at June 30, 2015 and December 31, 2014.

 
   
  June 30,
2015
  December 31,
2014
 
 
  Fair Value
Hierarchy
  Carrying
Amount
  Fair
Value
  Carrying
Amount
  Fair
Value
 
Assets                              

Cash and cash equivalents

  1   $ 582,159     582,159   $ 633,855     633,855  

Accounts receivable(1)(2)

  2     3,428,600     3,428,600     3,431,672     3,431,672  

Available for sale financial assets

  1     181,701     181,701     171,917     171,917  

Notes Receivables

  3     181,027     185,990     180,250     180,308  

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable(1)

  2     715,422     715,422     713,915     713,915  

Short-term borrowings(1)

  2     174,196     174,196     138,050     138,050  

Long-term debt, excluding Amended 2012 Credit Agreement, Senior Notes and Convertible Bonds

  2     509,530     509,530     527,062     527,062  

Amended 2012 Credit Agreement

  2     2,773,138     2,771,638     2,900,222     2,900,222  

Senior Notes

  2     5,393,414     5,815,547     5,514,947     5,992,859  

Convertible Bonds

  2     419,319     538,303     451,653     531,193  
Noncontrolling interests subject to put provisions   3     860,471     860,471     824,658     824,658  

(1) Also includes amounts from related parties.

(2) Includes long-term accounts receivable, which are included in "Other assets and notes receivables" in the Consolidated Balance Sheets.

       The carrying amounts in the table are included in the Consolidated Balance Sheets under the indicated captions or in the case of long-term debt, in the captions shown in Note 6.

       The significant methods and assumptions used in estimating the fair values of non-derivative financial instruments are as follows:

       Cash and cash equivalents are stated at nominal value which equals the fair value.

       Short-term financial instruments such as accounts receivable, accounts payable and short-term borrowings are valued at their carrying amounts, which are reasonable estimates of the fair value due to the relatively short period to maturity of these instruments.

57


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

       The fair value of available for sale financial assets quoted in an active market is based on price quotations at the period-end date.

       The valuation of notes receivable was determined using significant unobservable inputs. They were valued using a constructed index based upon similar instruments with comparable credit ratings, terms, tenor, interest rates and that are within the Company's industry. The Company tracked the prices of the constructed index from the note issuance date to the reporting date to determine fair value. See Note 4 for further information on the long-term notes receivable.

       The fair values of major long-term financial liabilities are calculated on the basis of market information. Instruments for which market quotes are available are measured using these quotes. The fair values of the other long-term financial liabilities are calculated at the present value of the respective future cash flows. To determine these present values, the prevailing interest rates and credit spreads for the Company as of the balance sheet date are used.

       The valuation of noncontrolling interests subject to put provisions is determined using significant unobservable inputs. See Note 9 for a discussion of the Company's methodology for estimating the fair value of these noncontrolling interests subject to put obligations.

       Currently, there is no indication that a decrease in the value of the Company's financing receivables is probable. Therefore, the allowances on credit losses of financing receivables are immaterial.

Derivative Financial Instruments

       The Company is exposed to market risk from changes in foreign exchange rates and interest rates. In order to manage the risk of currency exchange rate and interest rate fluctuations, the Company enters into various hedging transactions by means of derivative instruments with highly rated financial institutions as authorized by the Company's General Partner. On a quarterly basis the Company performs an assessment of its counterparty credit risk. The Company currently considers this risk to be low. The Company's policy, which has been consistently followed, is that financial derivatives be used only for the purpose of hedging foreign currency and interest rate exposure.

       In certain instances, the Company enters into derivative contracts that do not qualify for hedge accounting but are utilized for economic purposes ("economic hedges"). The Company does not use financial instruments for trading purposes.

       The Company established guidelines for risk assessment procedures and controls for the use of financial instruments. They include a clear segregation of duties with regard to execution on one side and administration, accounting and controlling on the other.

       To reduce the credit risk arising from derivatives the Company concluded Master Netting Agreements with banks. Through such agreements, positive and negative fair values of the derivative contracts could be offset against one another if a partner becomes insolvent. This offsetting is valid for transactions where the aggregate amount of obligations owed to and receivable from are not equal. If insolvency occurs, the party

58


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

which owes the larger amount is obliged to pay the other party the difference between the amounts owed in the form of one net payment.

       The Company elects not to offset the fair values of derivative financial instruments subject to master netting agreements in its Consolidated Balance Sheets.

       At June 30, 2015 and December 31, 2014, the Company had $24,010 and $26,820 of derivative financial assets subject to netting arrangements and $46,130 and $52,380, respectively, of derivative financial liabilities subject to netting arrangements. Offsetting these derivative financial instruments would have resulted in net assets of $14,870 and $13,856 as well as net liabilities of $36,990 and $39,416 at June 30, 2015 and December 31, 2014, respectively.

       In connection with the issuance of the equity-neutral convertible bonds in September 2014, the Company purchased Share Options. Any change in the Company's share price above the conversion price would be offset by a corresponding value change in the Share Options.

Foreign Exchange Risk Management

       The Company conducts business on a global basis in various currencies, though a majority of its operations are in Germany and the United States. For financial reporting purposes, the Company has chosen the U.S. dollar as its reporting currency. Therefore, changes in the rate of exchange between the U.S. dollar and the local currencies in which the financial statements of the Company's international operations are maintained affect its results of operations and financial position as reported in its consolidated financial statements.

       The Company's exposure to market risk for changes in foreign exchange rates relates to transactions such as sales and purchases. The Company has significant amounts of sales of products invoiced in euro from its European manufacturing facilities to its other international operations and, to a lesser extent, sales of products invoiced in other non-functional currencies. This exposes the subsidiaries to fluctuations in the rate of exchange between the euro and the currency in which their local operations are conducted. For the purpose of hedging existing and foreseeable foreign exchange transaction exposures the Company enters into foreign exchange forward contracts and, on a small scale, foreign exchange options. At June 30, 2015 and December 31, 2014, the Company had no foreign exchange options.

       Changes in the fair value of the effective portion of foreign exchange forward contracts designated and qualifying as cash flow hedges of forecasted product purchases and sales are reported in Accumulated Other Comprehensive Income ("AOCI"). Additionally, in connection with intercompany loans in foreign currency, the Company uses foreign exchange swaps thus assuring that no foreign exchange risks arise from those loans, which, if they qualify for cash flow hedge accounting, are also reported in AOCI. These amounts recorded in AOCI are subsequently reclassified into earnings as a component of cost of revenues for those contracts that hedge product purchases or as an adjustment of interest income/expense for those contracts that hedge loans, in the same period in which the hedged transaction affects earnings. The notional amounts of foreign exchange contracts in place that are designated and qualify as cash flow hedges totaled $180,921 and $401,555 at June 30, 2015 and December 31, 2014, respectively.

59


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

       The Company also enters into derivative contracts for forecasted product purchases and sales and for intercompany loans in foreign currencies which do not qualify for hedge accounting but are utilized for economic hedges as defined above. In these two cases, the change in value of the economic hedge is recorded in the income statement and usually offsets the change in value recorded in the income statement for the underlying asset or liability. The notional amounts of economic hedges that do not qualify for hedge accounting totaled $1,563,322 and $1,568,928 at June 30, 2015 and December 31, 2014, respectively.

Interest Rate Risk Management

       The Company enters into derivatives, particularly interest rate swaps and to a certain extent, interest rate options, to protect against the risk of rising interest rates. These interest rate derivatives are designated as cash flow hedges and have been entered into in order to effectively convert payments based on variable interest rates into payments at a fixed interest rate. The euro-denominated interest rate swaps expire between 2016 and 2019 and have a weighted average interest rate of 0.69%. Interest payable and receivable under the swap agreements is accrued and recorded as an adjustment to interest expense.

       At June 30, 2015 and December 31, 2014, the notional amount of the euro-denominated interest rate swaps in place was €388,000 and €394,000 ($434,133 and $478,355 at June 30, 2015 and December 31, 2014, respectively).

       In addition, the Company also enters into interest rate hedges ("pre-hedges") in anticipation of future debt issuance, from time to time. These pre-hedges are used to hedge interest rate exposures with regard to interest rates which are relevant for the future debt issuance and which could rise until the respective debt is actually issued. These pre-hedges were settled at the issuance date of the corresponding debt with the settlement amount recorded in AOCI amortized to interest expense over the life of the pre-hedges. At June 30, 2015 and December 31, 2014, the Company had $69,748 and $85,675, respectively, related to such settlements of pre-hedges deferred in AOCI, net of tax.

60


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

Derivative Financial Instruments Valuation

       The following table shows the carrying amounts of the Company's derivatives at June 30, 2015 and December 31, 2014.

 
  June 30, 2015   December 31, 2014  
 
  Assets(2)   Liabilities(2)   Assets(2)   Liabilities(2)  
Derivatives in cash flow hedging relationships(1)                          

Current

                         

Foreign exchange contracts

    1,095     (18,809 )   2,659     (24,509 )

Non-current

   
 
   
 
   
 
   
 
 

Foreign exchange contracts

                (77 )

Interest rate contracts

        (2,666 )       (4,779 )
Total   $ 1,095   $ (21,475 ) $ 2,659   $ (29,365 )

Derivatives not designated as hedging instruments(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

                         

Foreign exchange contracts

    23,473     (30,216 )   25,582     (29,295 )

Non-current

   
 
   
 
   
 
   
 
 

Foreign exchange contracts

                (137 )

Derivatives embedded in the Convertible Bonds

        (109,867 )       (65,767 )

Share Options to secure the Convertible Bonds

    109,867         65,767      
Total   $ 133,340   $ (140,083 ) $ 91,349   $ (95,199 )

(1)    At June 30, 2015 and December 31, 2014, the valuation of the Company's derivatives was determined using Significant Other Observable Inputs (Level 2) in accordance with the fair value hierarchy levels established in U.S. GAAP.

(2)    Derivative instruments are marked to market each reporting period resulting in carrying amounts being equal to fair values at the reporting date.

       The carrying amounts for the current portion of derivatives indicated as assets in the table above are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets while the current portion of those indicated as liabilities are included in Accrued expenses and other current liabilities. The non-current portions indicated as assets or liabilities are included in the Consolidated Balance Sheets in Other assets or Other liabilities, respectively.

       The significant methods and assumptions used in estimating the fair values of derivative financial instruments are as follows:

       The fair value of interest rate swaps is calculated by discounting the future cash flows on the basis of the market interest rates applicable for the remaining term of the contract as of the balance sheet date. To determine the fair value of foreign exchange forward contracts, the contracted forward rate is compared to the current forward rate for the remaining term of the contract as of the balance sheet date. The result is then discounted on the basis of the market interest rates prevailing at the balance sheet date for the

61


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

applicable currency. The fair value of the embedded derivative of the convertible bonds is calculated using the difference between the market value of the convertible bond and the market value of an adequate straight bond discounted with the market interest rates as of the reporting date.

       The Company includes its own credit risk for financial instruments deemed liabilities and counterparty-credit risks for financial instruments deemed assets when measuring the fair value of derivative financial instruments.

The Effect of Derivatives on the Consolidated Financial Statements

 
   
   
   
  Amount of (Gain) or Loss
Reclassified from AOCI
in Income
(Effective Portion)
for the six months ended
June 30,
 
 
  Amount of Gain or (Loss) Recognized in OCI on
Derivatives
(Effective Portion)
for the six months ended June 30,
   
 
 
  Location of (Gain) or
Loss Reclassified from
AOCI in Income
(Effective Portion)
 
Derivatives in Cash Flow
Hedging Relationships
  2015   2014   2015   2014  
Interest rate contracts   $ 10,190   $ 1,279   Interest income/expense   $ 14,255   $ 14,680  
Foreign exchange contracts     (9,075 )   (4,224 ) Costs of Revenue     12,568     2,295  
    $ 1,115   $ (2,945 )     $ 26,823   $ 16,975  

 

 
   
  Amount of (Gain) or Loss Recognized in Income on
Derivatives
for the six months ended June 30,
 
 
  Location of (Gain) or
Loss Recognized in
Income on Derivative
 
Derivatives not Designated
as Hedging Instruments
  2015   2014  
Foreign exchange contracts   Selling, general and administrative expense   $ (20,965 ) $ 5,410  
Foreign exchange contracts   Interest income/expense     5,625     4,219  
        $ (15,340 ) $ 9,629  

       For foreign exchange derivatives, the Company expects to recognize $6,761 of losses deferred in AOCI at June 30, 2015, in earnings during the next twelve months.

       The Company expects to incur additional interest expense of $21,418 over the next twelve months which is currently deferred in AOCI. This amount reflects the projected amortization of the settlement amount of the terminated swaps and the current fair value of the additional interest payments resulting from the interest rate swaps maturing between 2016 and 2019 at June 30, 2015.

       At June 30, 2015, the Company had foreign exchange derivatives with maturities of up to 12 months and interest rate swaps with maturities of up to 52 months.

62


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

13.    Other Comprehensive Income (Loss)

       Changes in AOCI, net of tax, by component for the six months ended June 30, 2015 and 2014 are as follows:

 
  Gain (Loss)
related to
cash flow
hedges
  Actuarial
gain (loss) on
defined
benefit
pension plans
  Gain (Loss)
related to
foreign-
currency
translation
  Total, before
non-
controlling
interests
  Non-
controlling
interests
  Total  
Balance at December 31, 2013   $ (121,856 ) $ (141,987 ) $ (286,744 ) $ (550,587 ) $ 825   $ (549,762 )

Other comprehensive income (loss) before reclassifications

    (2,057 )       (9,535 )   (11,592 )   249     (11,343 )

Amounts reclassified from AOCI

    12,146     5,489         17,635         17,635  
Other comprehensive income (loss) after reclassifications     10,089     5,489     (9,535 )   6,043     249     6,292  
Balance at June 30, 2014   $ (111,767 ) $ (136,498 ) $ (296,279 ) $ (544,544 ) $ 1,074   $ (543,470 )
Balance at December 31, 2014   $ (103,277 ) $ (282,019 ) $ (702,447 ) $ (1,087,743 ) $ (5,261 ) $ (1,093,004 )

Other comprehensive income (loss) before reclassifications

    183         (105,548 )   (105,365 )   (3,087 )   (108,452 )

Amounts reclassified from AOCI

    19,528     10,896         30,424         30,424  
Other comprehensive income (loss) after reclassifications     19,711     10,896     (105,548 )   (74,941 )   (3,087 )   (78,028 )
Balance at June 30, 2015   $ (83,566 ) $ (271,123 ) $ (807,995 ) $ (1,162,684 ) $ (8,348 ) $ (1,171,032 )

       Reclassifications out of AOCI for the six months ended June 30, 2015 and 2014 are as follows:

 
  Amount of (Gain) Loss reclassified from
AOCI in Income
  Location of (Gain) Loss reclassified
from AOCI in Income
Details about AOCI Components
   
   
   
 
  2015   2014    
(Gain) Loss related to cash flow hedges                

Interest rate contracts

  $ 14,255   $ 14,680   Interest income/expense

Foreign exchange contracts

    12,568     2,295   Costs of Revenue
      26,823     16,975   Total before tax
      (7,295 )   (4,829 ) Tax expense or benefit
    $ 19,528   $ 12,146   Net of tax
Actuarial (Gain) Loss on defined benefit pension plans                

Amortization of unrealized (gain) loss

    17,335     8,709   (1)
      17,335     8,709   Total before tax
      (6,439 )   (3,220 ) Tax expense or benefit
    $ 10,896   $ 5,489   Net of tax
Total reclassifications for the period   $ 30,424   $ 17,635   Net of tax

(1)  Included in the computation of net periodic pension cost (see Note 8 for additional details).

63


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

14.    Segment and Corporate Information

       In 2015, the Company increased its operating segments from three to four segments to align with the way in which it is currently managed. The operating segments are the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment. Accordingly, the two reporting segments disclosed in prior years (the North America Segment and the International Segment, which was comprised of EMEA, Asia-Pacific and Latin America) have now been reclassified into four reporting segments during 2015.

       Management evaluates each segment using measures that reflect all of the segment's controllable revenues and expenses. With respect to the performance of business operations, management believes that the most appropriate U.S. GAAP measures are revenue, operating income and operating income margin. The Company does not include income taxes as it believes this is outside the segments' control. Financing is a corporate function, which the Company's segments do not control. Therefore, the Company does not include interest expense relating to financing as a segment measurement. Similarly, the Company does not allocate certain costs, which relate primarily to certain headquarter overhead charges, including accounting and finance, because the Company believes that these costs are also not within the control of the individual segments. Production of products, production asset management, quality management and procurement related to production are centrally managed at Corporate. The Company's global research and development is also centrally managed at Corporate. These Corporate activities do not fulfill the definition of a segment. Products are transferred to the segments at cost; therefore no internal profit is generated. The associated internal revenues for the product transfers and their elimination are recorded as Corporate activities. Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations. In addition, certain revenues, investments and intangible assets, as well as any related expenses, are not allocated to a segment but are accounted for as Corporate.

64


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

       Information pertaining to the Company's segment and Corporate activities for the three- and six-months ended June 30, 2015 and 2014 is set forth below.

 
  North
America
Segment
  EMEA
Segment
  Asia-Pacific
Segment
  Latin
America
Segment
  Segment
Total
  Corporate   Total  

Three months ended June 30, 2015

                                           

Net revenue external customers

 
$

2,945,584
 
$

667,657
 
$

376,099
 
$

202,693
 
$

4,192,033
 
$

6,703
 
$

4,198,736
 

Inter - segment revenue

    1,536     -     18     145     1,699     (1,699 )   -  

Revenue

    2,947,120     667,657     376,117     202,838     4,193,732     5,004     4,198,736  

Operating income

    428,233     134,242     67,034     15,711     645,220     (98,257 )   546,963  

Depreciation and amortization

    (100,879 )   (28,816 )   (11,604 )   (4,236 )   (145,535 )   (35,424 )   (180,959 )

Income (loss) from equity method investees

    4,005     1,818     834     140     6,797     -     6,797  

Capital expenditures, acquisitions and investments

    166,171     41,434     11,006     5,442     224,053     71,197     295,250  

Three months ended June 30, 2014(1)

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Net revenue external customers

 
$

2,520,988
 
$

789,639
 
$

308,517
 
$

198,464
 
$

3,817,608
 
$

17,194
 
$

3,834,802
 

Inter - segment revenue

    2,269     -     -     -     2,269     (2,269 )   -  

Revenue

    2,523,257     789,639     308,517     198,464     3,819,877     14,925     3,834,802  

Operating income

    400,714     168,296     55,040     19,673     643,723     (87,450 )   556,273  

Depreciation and amortization

    (87,173 )   (33,046 )   (8,581 )   (4,685 )   (133,485 )   (35,474 )   (168,959 )

Income (loss) from equity method investees

    3,818     1,784     8     359     5,969     -     5,969  

Capital expenditures, acquisitions and investments

    283,350     79,977     84,776     15,981     464,084     53,084     517,168  

Six months ended June 30, 2015

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Net revenue external customers

 
$

5,717,063
 
$

1,296,663
 
$

729,137
 
$

400,572
 
$

8,143,435
 
$

15,228
 
$

8,158,663
 

Inter - segment revenue

    2,826     -     18     244     3,088     (3,088 )   -  

Revenue

    5,719,889     1,296,663     729,155     400,816     8,146,523     12,140     8,158,663  

Operating Income

    768,317     275,498     151,546     33,568     1,228,929     (177,566 )   1,051,363  

Depreciation and amortization

    (198,069 )   (57,142 )   (22,435 )   (9,049 )   (286,695 )   (70,118 )   (356,813 )

Income (loss) from equity method investees

    8,511     2,881     1,196     413     13,001     -     13,001  

Total assets

    17,029,303     3,477,185     1,799,246     708,619     23,014,353     2,395,868     25,410,221  

thereof investments in equity method investees

    280,427     221,172     111,052     25,633     638,284     -     638,284  

Capital expenditures, acquisitions and investments(2),(3)

    287,403     72,184     23,935     10,901     394,423     123,919     518,342  

Six months ended June 30, 2014(1)

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Net revenue external customers

 
$

4,913,894
 
$

1,521,981
 
$

551,297
 
$

384,239
 
$

7,371,411
 
$

26,983
 
$

7,398,394
 

Inter - segment revenue

    3,549     -     -     -     3,549     (3,549 )   -  

Revenue

    4,917,443     1,521,981     551,297     384,239     7,374,960     23,434     7,398,394  

Operating Income

    736,276     296,096     89,131     38,228     1,159,731     (158,563 )   1,001,168  

Depreciation and amortization

    (174,822 )   (65,828 )   (16,106 )   (9,399 )   (266,155 )   (69,971 )   (336,126 )

Income (loss) from equity method investees

    14,368     2,949     547     627     18,491     -     18,491  

Total assets

    15,060,591     4,176,267     1,853,974     731,036     21,821,868     2,323,389     24,145,257  

thereof investments in equity method investees

    306,313     297,613     133,990     -     737,916     -     737,916  

Capital expenditures, acquisitions and investments(4)

    488,249     122,047     96,866     26,458     733,620     120,336     853,956  

(1) Prior year information was adjusted to conform to the current year´s presentation due to the disaggregation of the International Segment disclosed previously into the EMEA Segment, Asia-Pacific Segment and Latin America Segment.

(2) EMEA, Asia-Pacific and Latin America acquisitions exclude $16,105, $36,443 and $250, respectively, of non-cash acquisitions for 2015.

(3) Business combinations during the last twelve months decreased the Company´s Net Income (Net Income attributable to the shareholders of FMC-AG & Co. KGaA) by $7,250 including the costs of the acquisitions.

(4) EMEA, Asia-Pacific and Latin America acquisitions exclude $3,209, $162,203 and $2,493, respectively, of non-cash acquisitions for 2014.

65


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

15.    Supplementary Cash Flow Information

       The following additional information is provided with respect to the Consolidated Statements of Cash Flows:

 
  For the six months
ended June 30,
 
 
  2015   2014  

Supplementary cash flow information:

             

Cash paid for interest

  $ 172,946   $ 189,038  

Cash paid for income taxes(1)

  $ 235,696   $ 304,785  

Cash inflow for income taxes from stock option exercises(2)

  $ 11,783   $ 3,153  

Supplemental disclosures of cash flow information:

             

Details for acquisitions:

             

Assets acquired

  $ (138,683 ) $ (523,912 )

Liabilities assumed

    11,680     241,132  

Noncontrolling interest subject to put provisions

    15,680     3,110  

Noncontrolling interest

    (6,353 )   6,191  

Non-cash consideration

    50,404     9,156  

Cash paid

    (67,272 )   (264,323 )

Less cash acquired

    2,968     84,694  

Net cash paid for acquisitions

    (64,304 )   (179,629 )

Cash paid for investments

    (14,450 )   (249,156 )

Cash paid for intangible assets

    (21,837 )   (5,912 )

Total cash paid for acquisitions and investments, net of cash acquired, and purchases of intangible assets

  $ (100,591 ) $ (434,697 )

(1) Net of tax refund.

(2) Thereof the excess tax benefit allocated to additional paid-in capital for the six months ended June 30, 2015 and 2014 was $9,188 and $1,420, respectively.

66


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

16.    Supplemental Condensed Combining Information

       FMC Finance III, a former wholly-owned subsidiary of the Company, issued 67/8% Senior Notes due 2017 in July 2007. On June 20, 2011, Fresenius Medical Care US Finance, Inc. ("US Finance") acquired substantially all of the assets of FMC Finance III and assumed its obligations, including the 67/8% Senior Notes and the related indenture. The 67/8% Senior Notes are fully and unconditionally guaranteed, jointly and severally on a senior basis, by the Company and by FMCH and D-GmbH, together the ("Guarantor Subsidiaries"). The 67/8% Senior Notes and related guarantees were issued in an exchange offer registered under the Securities Act of 1933. The financial statements in this report present the financial condition, results of operations and cash flows of the Company, on a consolidated basis at June 30, 2015 and December 31, 2014 and for the six-month periods ended June 30, 2015 and 2014. The following combining financial information for the Company is at June 30, 2015 and December 31, 2014 and for the six-month periods ended June 30, 2015 and 2014, segregated between FMC US Finance as issuer, the Company, D-GmbH and FMCH as guarantors, and the Company's other businesses (the "Non-Guarantor Subsidiaries"). For purposes of the condensed combining information, the Company and the Guarantor Subsidiaries carry their investments under the equity method. Other (income) expense includes income (loss) related to investments in consolidated subsidiaries recorded under the equity method for purposes of the condensed combining information. In addition, other (income) expense includes income and losses from profit and loss transfer agreements as well as dividends received.

 
  For the six months ended June 30, 2015  
 
  Issuer   Guarantors    
   
   
 
 
  FMC US
Finance
  FMC - AG &
Co. KGaA
  D-GmbH   FMCH   Non-Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 
Net revenue   $ -   $ -   $ 935,736   $ -   $ 8,734,044   $ (1,511,117 ) $ 8,158,663  
Cost of revenue     -     -     600,347     -     6,584,622     (1,507,623 )   5,677,346  

Gross profit

    -     -     335,389     -     2,149,422     (3,494 )   2,481,317  
Operating expenses (income):                                            

Selling, general and administrative(1)

    -     90,095     97,153     156,023     1,013,425     7,837     1,364,533  

Research and development

    -     -     34,288     -     31,133     -     65,421  
Operating (loss) income     -     (90,095 )   203,948     (156,023 )   1,104,864     (11,331 )   1,051,363  
Other (income) expense:                                            

Interest, net

    (3,484 )   102,144     (2,863 )   114,512     (6,243 )   -     204,066  

Other, net

    -     (648,226 )   137,652     (350,006 )   -     860,580     -  
Income (loss) before income taxes     3,484     455,987     69,159     79,471     1,111,107     (871,911 )   847,297  

Income tax expense (benefit)

    1,264     5,671     61,589     (106,726 )   417,576     (106,141 )   273,233  
Net Income (loss)     2,220     450,316     7,570     186,197     693,531     (765,770 )   574,064  
Net Income attributable to noncontrolling interests     -     -     -     -     123,748     -     123,748  
Net income (loss) attributable to shareholders of FMC-AG & Co. KGaA   $ 2,220   $ 450,316   $ 7,570   $ 186,197   $ 569,783   $ (765,770 ) $ 450,316  

(1) Selling, general and administrative is presented net of income from equity method investees.

67


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

 
  For the six months ended June 30, 2014  
 
  Issuer   Guarantors    
   
   
 
 
  FMC US
Finance
  FMC - AG &
Co. KGaA
  D-GmbH   FMCH   Non-Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 
Net revenue   $ -   $ -   $ 1,092,279   $ -   $ 8,085,343   $ (1,779,228 ) $ 7,398,394  
Cost of revenue     -     -     691,930     -     6,160,749     (1,747,835 )   5,104,844  

Gross profit

    -     -     400,349     -     1,924,594     (31,393 )   2,293,550  
Operating expenses (income):                                            

Selling, general and administrative(1)

    -     83,548     84,853     (24,234 )   1,074,154     13,332     1,231,653  

Research and development

    -     -     38,761     -     21,968     -     60,729  
Operating (loss) income     -     (83,548 )   276,735     24,234     828,472     (44,725 )   1,001,168  
Other (income) expense:                                            

Interest, net

    (3,461 )   122,940     (2,928 )   90,665     (12,549 )   -     194,667  

Other, net

    -     (671,761 )   202,485     (374,253 )   -     843,529     -  
Income (loss) before income taxes     3,461     465,273     77,178     307,822     841,021     (888,254 )   806,501  

Income tax expense (benefit)

    1,273     26,169     74,033     (26,207 )   345,468     (142,161 )   278,575  
Net Income (loss)     2,188     439,104     3,145     334,029     495,553     (746,093 )   527,926  
Net Income attributable to noncontrolling interests     -     -     -     -     -     88,822     88,822  
Net income (loss) attributable to shareholders of FMC-AG & Co. KGaA   $ 2,188   $ 439,104   $ 3,145   $ 334,029   $ 495,553   $ (834,915 ) $ 439,104  

(1) Selling, general and administrative is presented net of income from equity method investees.

 
  For the six months ended June 30, 2015  
 
  Issuer   Guarantors    
   
   
 
 
  FMC
US Finance
  FMC - AG &
Co. KGaA
  D-GmbH   FMCH   Non-Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 

Net Income

  $ 2,220   $ 450,316   $ 7,570   $ 186,197   $ 693,531   $ (765,770 ) $ 574,064  

Gain (loss) related to cash flow hedges

    -     24,545     -     -     3,393     -     27,938  

Actuarial gain (loss) on defined benefit pension plans

    -     198     3,578     13,200     359     -     17,335  

Gain (loss) related to foreign currency translation

    -     (108,932 )   (48,175 )   -     4,752     43,720     (108,635 )

Income tax (expense) benefit related to components of other comprehensive income

    -     (7,121 )   (1,060 )   (5,208 )   (1,277 )   -     (14,666 )

Other comprehensive income (loss), net of tax

    -     (91,310 )   (45,657 )   7,992     7,227     43,720     (78,028 )

Total comprehensive income

  $ 2,220   $ 359,006   $ (38,087 ) $ 194,189   $ 700,758   $ (722,050 ) $ 496,036  

Comprehensive income attributable to noncontrolling interests

    -     -     -     -     -     120,661     120,661  

Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA

  $ 2,220   $ 359,006   $ (38,087 ) $ 194,189   $ 700,758   $ (842,711 ) $ 375,375  

68


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

 
  For the six months ended June 30, 2014  
 
  Issuer   Guarantors    
   
   
 
 
  FMC
US Finance
  FMC - AG &
Co. KGaA
  D-GmbH   FMCH   Non-Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 

Net Income

  $ 2,188   $ 439,104   $ 3,145   $ 334,029   $ 495,553   $ (746,093 ) $ 527,926  

Gain (loss) related to cash flow hedges

    -     16,076     -     -     (2,046 )   -     14,030  

Actuarial gain (loss) on defined benefit pension plans

    -     99     1,894     6,524     192     -     8,709  

Gain (loss) related to foreign currency translation

    -     36,765     (7,260 )   -     (38,509 )   (282 )   (9,286 )

Income tax (expense) benefit related to components of other comprehensive income

    -     (4,646 )   (553 )   (2,574 )   612     -     (7,161 )

Other comprehensive income (loss), net of tax

    -     48,294     (5,919 )   3,950     (39,751 )   (282 )   6,292  

Total comprehensive income

  $ 2,188   $ 487,398   $ (2,774 ) $ 337,979   $ 455,802   $ (746,375 ) $ 534,218  

Comprehensive income attributable to noncontrolling interests

    -     -     -     -     -     89,071     89,071  

Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA

  $ 2,188   $ 487,398   $ (2,774 ) $ 337,979   $ 455,802   $ (835,446 ) $ 445,147  

69


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

 
  At June 30, 2015  
 
  Issuer   Guarantors    
   
   
 
 
  FMC
US Finance
  FMC - AG &
Co. KGaA
  D-GmbH   FMCH   Non-
Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 
Current assets:                                            

Cash and cash equivalents

  $ 59   $ 7,107   $ 5,997   $ -   $ 575,783   $ (6,787 ) $ 582,159  

Trade accounts receivable, less allowance for doubtful accounts

    -     -     162,002     -     3,102,507     1,019     3,265,528  

Accounts receivable from related parties

    1,266,656     871,545     820,137     2,506,008     3,512,834     (8,845,315 )   131,865  

Inventories

    -     -     219,948     -     1,145,547     (157,528 )   1,207,967  

Prepaid expenses and other current assets

    -     60,647     57,023     117     1,138,118     35,147     1,291,052  

Deferred taxes

    -     -     -     -     264,026     (40,378 )   223,648  

Total current assets

    1,266,715     939,299     1,265,107     2,506,125     9,738,815     (9,013,842 )   6,702,219  

Property, plant and equipment, net

 

 

-

 

 

548

 

 

252,771

 

 

-

 

 

3,173,987

 

 

(110,094

)

 

3,317,212

 
Intangible assets     -     1,305     61,245     -     800,630     (92 )   863,088  
Goodwill     -     -     50,975     -     13,026,360     -     13,077,335  
Deferred taxes     -     85,132     35,404     -     124,644     (109,642 )   135,538  
Other assets and notes receivables(1)     -     13,690,437     44,745     13,593,414     6,810,684     (32,824,451 )   1,314,829  

Total assets

  $ 1,266,715   $ 14,716,721   $ 1,710,247   $ 16,099,539   $ 33,675,120   $ (42,058,121 ) $ 25,410,221  
Current liabilities:                                            

Accounts payable

  $ -   $ 1,829   $ 30,350   $ -   $ 504,430   $ -   $ 536,609  

Accounts payable to related parties

    -     1,430,722     599,106     1,666,103     5,540,271     (9,057,389 )   178,813  

Accrued expenses and other current liabilities

    29,771     82,893     149,678     14,824     2,070,079     (21,027 )   2,326,218  

Short-term borrowings

    -     -     -     -     123,209     (7,084 )   116,125  

Short-term borrowings from related parties

    -     -     -     -     58,071     -     58,071  

Current portion of long-term debt and capital lease obligations

    -     40,823     -     200,000     56,793     -     297,616  

Income tax payable

    -     5,204     -     -     50,197     9,824     65,225  

Deferred taxes

    -     1,319     9,954     -     66,220     (41,091 )   36,402  

Total current liabilities

    29,771     1,562,790     789,088     1,880,927     8,469,270     (9,116,767 )   3,615,079  

Long term debt and capital lease obligations, less current portion

 

 

1,160,069

 

 

771,477

 

 

-

 

 

2,250,895

 

 

7,524,451

 

 

(2,909,107

)

 

8,797,785

 
Long term borrowings from related parties     -     2,671,437     -     2,717,615     59,930     (5,448,982 )   -  
Other liabilities     -     112,851     1,145     424,700     (112,668 )   35,133     461,161  
Pension liabilities     -     15,547     308,803     -     291,670     6,230     622,250  
Income tax payable     681     10,170     -     -     28,902     116,515     156,268  
Deferred taxes     -     -     -     -     744,609     (29,773 )   714,836  

Total liabilities

    1,190,521     5,144,272     1,099,036     7,274,137     17,006,164     (17,346,751 )   14,367,379  

Noncontrolling interests subject to put provisions

 

 

-

 

 

-

 

 

0

 

 

-

 

 

860,471

 

 

-

 

 

860,471

 
Redeemable Preferred Stock     -     -     -     235,141     (235,141 )   -     -  

Total FMC-AG & Co. KGaA shareholders' equity

 

 

76,194

 

 

9,572,449

 

 

611,211

 

 

8,590,261

 

 

15,433,704

 

 

(24,711,370

)

 

9,572,449

 
Noncontrolling interests not subject to put provisions     -     -     -     -     609,922     -     609,922  
Total equity     76,194     9,572,449     611,211     8,590,261     16,043,626     (24,711,370 )   10,182,371  

Total liabilities and equity

  $ 1,266,715   $ 14,716,721   $ 1,710,247   $ 16,099,539   $ 33,675,120   $ (42,058,121 ) $ 25,410,221  

(1) Other assets and notes receivables are presented net of investment in equity method investees.

70


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

 
  At December 31, 2014  
 
  Issuer   Guarantors    
   
   
 
 
  FMC
US Finance
  FMC - AG &
Co. KGaA
  D-GmbH   FMCH   Non-
Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 
Current assets:                                            

Cash and cash equivalents

  $ 1   $ 117   $ 5,722   $ -   $ 628,015   $ -   $ 633,855  

Trade accounts receivable, less allowance for doubtful accounts

    -     -     165,090     -     3,037,010     1,555     3,203,655  

Accounts receivable from related parties

    1,266,916     5,558,131     840,302     2,570,654     3,544,817     (13,587,595 )   193,225  

Inventories

    -     -     231,127     -     1,038,591     (154,164 )   1,115,554  

Prepaid expenses and other current assets

    -     76,846     43,387     183     1,182,301     30,350     1,333,067  

Deferred taxes

    -     -     -     -     290,064     (44,710 )   245,354  

Total current assets

    1,266,917     5,635,094     1,285,628     2,570,837     9,720,798     (13,754,564 )   6,724,710  

Property, plant and equipment, net

 

 

-

 

 

566

 

 

260,662

 

 

-

 

 

3,147,750

 

 

(118,798

)

 

3,290,180

 
Intangible assets     -     945     64,679     -     799,958     3,829     869,411  
Goodwill     -     -     55,312     -     13,026,868     -     13,082,180  
Deferred taxes     -     81,555     38,291     -     129,927     (108,721 )   141,052  
Other assets and notes receivables(1)     -     9,154,819     45,297     13,267,706     6,662,384     (27,790,638 )   1,339,568  

Total assets

  $ 1,266,917   $ 14,872,979   $ 1,749,869   $ 15,838,543   $ 33,487,685   $ (41,768,892 ) $ 25,447,101  
Current liabilities:                                            

Accounts payable

  $ -   $ 1,844   $ 34,798   $ -   $ 536,542   $ -   $ 573,184  

Accounts payable to related parties

    -     1,452,812     587,677     1,662,032     10,232,251     (13,794,041 )   140,731  

Accrued expenses and other current liabilities

    29,771     61,367     141,392     9,240     1,982,051     (26,576 )   2,197,245  

Short-term borrowings

    -     1     -     -     132,692     -     132,693  

Short-term borrowings from related parties

    -     -     -     -     5,357     -     5,357  

Current portion of long-term debt and capital lease obligations

    -     55,391     -     200,000     58,216     -     313,607  

Income tax payable

    -     13,663     -     -     66,024     -     79,687  

Deferred taxes

    -     1,573     7,992     -     47,555     (22,333 )   34,787  

Total current liabilities

    29,771     1,586,651     771,859     1,871,272     13,060,688     (13,842,950 )   3,477,291  

Long term debt and capital lease obligations, less current portion

 

 

1,162,534

 

 

855,029

 

 

-

 

 

2,335,992

 

 

7,783,062

 

 

(3,056,340

)

 

9,080,277

 
Long term borrowings from related parties     -     2,891,256     -     2,833,854     72,505     (5,797,615 )   -  
Other liabilities     -     70,823     1,615     170,149     147,015     22,374     411,976  
Pension liabilities     -     14,872     324,156     -     296,531     6,759     642,318  
Income tax payable     637     11,035     -     -     48,370     117,559     177,601  
Deferred taxes     -     -     -     -     831,050     (26,441 )   804,609  

Total liabilities

    1,192,942     5,429,666     1,097,630     7,211,267     22,239,221     (22,576,654 )   14,594,072  

Noncontrolling interests subject to put provisions

 

 

-

 

 

-

 

 

0

 

 

-

 

 

824,658

 

 

-

 

 

824,658

 
Redeemable Preferred Stock     -     -     -     235,141     (235,141 )   -     -  

Total FMC-AG & Co. KGaA shareholders' equity

 

 

73,975

 

 

9,443,313

 

 

652,239

 

 

8,392,135

 

 

10,073,889

 

 

(19,192,238

)

 

9,443,313

 
Noncontrolling interests not subject to put provisions     -     -     -     -     585,058     -     585,058  
Total equity     73,975     9,443,313     652,239     8,392,135     10,658,947     (19,192,238 )   10,028,371  

Total liabilities and equity

  $ 1,266,917   $ 14,872,979   $ 1,749,869   $ 15,838,543   $ 33,487,685   $ (41,768,892 ) $ 25,447,101  

(1) Other assets and notes receivables are presented net of investment in equity method investees.

71


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

 
  For the six months ended June 30, 2015  
 
  Issuer   Guarantors    
   
   
 
 
  FMC
US Finance
  FMC - AG &
Co. KGaA
  D-GmbH   FMCH   Non-
Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 
Operating Activities:                                            

Net income (loss)

  $ 2,220   $ 450,316   $ 7,570   $ 186,197   $ 693,531   $ (765,770 ) $ 574,064  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

                                           

Equity affiliate income

    -     (400,343 )   -     (350,006 )   -     750,349     -  

Depreciation and amortization

    -     235     24,362     -     348,849     (16,633 )   356,813  

Change in deferred taxes, net

    -     (14,055 )   1,407     -     (54,569 )   (5,343 )   (72,560 )

(Gain) loss on sale of fixed assets and investments

    -     (14 )   (61 )   -     1,361     -     1,286  

Compensation expense related to stock options

    -     (1,421 )   -     -     2,014     -     593  

Investments in equity method investees, net

    -     5,567     -     -     (9,100 )   -     (3,533 )

Changes in assets and liabilities, net of amounts from businesses acquired:

                                           

Trade accounts receivable, net

    -     -     (9,829 )   -     (159,047 )   413     (168,463 )

Inventories

    -     -     (6,924 )   -     (129,513 )   7,696     (128,741 )

Prepaid expenses and other current and non-current assets

    -     31,102     (18,119 )   157,584     (102,733 )   331     68,165  

Accounts receivable from / payable to related parties

    (412 )   422,320     (303,107 )   85,185     (146,551 )   17,258     74,693  

Accounts payable, accrued expenses and other current and non-current liabilities

    -     27,531     29,013     5,179     99,165     1,091     161,979  

Income tax payable

    44     (7,367 )   -     (106,726 )   64,312     17,891     (31,846 )

Net cash provided by (used in) operating activities

    1,852     513,871     (275,688 )   (22,587 )   607,719     7,283     832,450  
Investing Activities:                                            

Purchases of property, plant and equipment

    -     (142 )   (34,799 )   -     (396,502 )   13,692     (417,751 )

Proceeds from sale of property, plant and equipment

    -     19     223     -     6,072     -     6,314  

Disbursement of loans to related parties

    -     (322,430 )   -     141,454     -     180,976     -  

Acquisitions and investments, net of cash acquired, and purchases of intangible assets

    -     (6,166 )   (352 )   -     (94,115 )   42     (100,591 )

Proceeds from divestitures

    -     20,678     -     -     34,432     (20,678 )   34,432  

Net cash provided by (used in) investing activities

    -     (308,041 )   (34,928 )   141,454     (450,113 )   174,032     (477,596 )
Financing Activities:                                            

Short-term borrowings, net

    -     53,000     311,337     -     (320,062 )   (7,084 )   37,191  

Long-term debt and capital lease obligations, net

    (1,794 )   (13,390 )   -     (118,867 )   180,593     (180,976 )   (134,434 )

Increase (decrease) of accounts receivable securitization program                

    -     -     -     -     14,250     -     14,250  

Proceeds from exercise of stock options

    -     41,978     -     -     11,784     -     53,762  

Dividends paid

    -     (263,244 )   -     -     -     -     (263,244 )

Capital increase (decrease)

    -     -     -     -     42     (42 )   -  

Distributions to noncontrolling interest

    -     -     -     -     (123,754 )   -     (123,754 )

Contributions from noncontrolling interest

    -     -     -     -     22,453     -     22,453  

Net cash provided by (used in) financing activities

    (1,794 )   (181,656 )   311,337     (118,867 )   (214,694 )   (188,102 )   (393,776 )
Effect of exchange rate changes on cash and cash equivalents     -     (17,184 )   (446 )   -     4,856     -     (12,774 )
Cash and Cash Equivalents:                                            
Net increase (decrease) in cash and cash equivalents     58     6,990     275     -     (52,232 )   (6,787 )   (51,696 )
Cash and cash equivalents at beginning of period     1     117     5,722     -     628,015     -     633,855  
Cash and cash equivalents at end of period   $ 59   $ 7,107   $ 5,997   $ -   $ 575,783   $ (6,787 ) $ 582,159  

72


Table of Contents


FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

 
  For the six months ended June 30, 2014  
 
  Issuer   Guarantors    
   
   
 
 
  FMC US
Finance
  FMC - AG &
Co. KGaA
  D-GmbH   FMCH   Non-
Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 
Operating Activities:                                            

Net income (loss)

  $ 2,188   $ 439,104   $ 3,145   $ 334,029   $ 495,553   $ (746,093 ) $ 527,926  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

                                           

Equity affiliate income

    -     (315,283 )   -     (374,253 )   -     689,536     -  

Depreciation and amortization

    -     340     26,497     -     327,154     (17,865 )   336,126  

Change in deferred taxes, net

    -     (10,662 )   411     -     19,178     (8,235 )   692  

(Gain) loss on sale of fixed assets and investments

    -     -     (107 )   -     1,651     -     1,544  

(Write Up) write-off loans from related parties

    -     54,541     -     -     -     (54,541 )   -  

Compensation expense related to stock options

    -     (1,403 )   -     -     -     -     (1,403 )

Investments in equity method investees, net

    -     43,411     -     -     (14,674 )   -     28,737  

Changes in assets and liabilities, net of amounts from businesses acquired:

                                           

Trade accounts receivable, net

    -     -     (3,245 )   -     (90,574 )   290     (93,529 )

Inventories

    -     -     (29,910 )   -     (181,345 )   31,157     (180,098 )

Prepaid expenses and other current and non-current assets

    -     34,643     (14,866 )   (21,933 )   (59,782 )   (4,804 )   (66,742 )

Accounts receivable from / payable to related parties

    (406 )   (169,605 )   218,846     28,110     (75,880 )   13,122     14,187  

Accounts payable, accrued expenses and other current and non-current liabilities

    -     17,335     41,603     (57 )   (65,393 )   (1,139 )   (7,651 )

Income tax payable

    (1,707 )   4,497     -     (26,207 )   16,137     9,098     1,818  

Net cash provided by (used in) operating activities

    75     96,918     242,374     (60,311 )   372,025     (89,474 )   561,607  
Investing Activities:                                            

Purchases of property, plant and equipment

    -     (37 )   (43,687 )   -     (394,161 )   18,626     (419,259 )

Proceeds from sale of property, plant and equipment

    -     -     188     -     4,103     -     4,291  

Disbursement of loans to related parties

    -     (194,357 )   -     101,745     -     92,612     -  

Acquisitions and investments, net of cash acquired, and purchases of intangible assets

    -     (197,807 )   (11,372 )   -     (434,570 )   209,052     (434,697 )

Proceeds from divestitures

    -     -     -     -     3,310     -     3,310  

Net cash provided by (used in) investing activities

    -     (392,201 )   (54,871 )   101,745     (821,318 )   320,290     (846,355 )
Financing Activities:                                            

Short-term borrowings, net

    -     226,862     (183,906 )   -     145,323     -     188,279  

Long-term debt and capital lease obligations, net

    (75 )   351,059     -     (41,434 )   119,027     (92,612 )   335,965  

Increase (decrease) of accounts receivable securitization program

    -     -     -     -     72,000     -     72,000  

Proceeds from exercise of stock options

    -     37,604     -     -     3,149     -     40,753  

Dividends paid

    -     (317,903 )   -     -     -     -     (317,903 )

Capital increase (decrease)

    -     -     -     -     142,957     (142,957 )   -  

Distributions to noncontrolling interest

    -     -     -     -     (97,047 )   -     (97,047 )

Contributions from noncontrolling interest

    -     -     -     -     25,323     -     25,323  

Net cash provided by (used in) financing activities

    (75 )   297,622     (183,906 )   (41,434 )   410,732     (235,569 )   247,370  
Effect of exchange rate changes on cash and cash equivalents     -     259     (54 )   -     (1,066 )   -     (861 )
Cash and Cash Equivalents:                                            
Net increase (decrease) in cash and cash equivalents     -     2,598     3,543     -     (39,627 )   (4,753 )   (38,239 )
Cash and cash equivalents at beginning of period     -     13     4,490     -     672,206     6,068     682,777  
Cash and cash equivalents at end of period   $ -   $ 2,611   $ 8,033   $ -   $ 632,579   $ 1,315   $ 644,538  

73


Table of Contents


Quantitative and Qualitative Disclosures About Market Risk

       During the period ended June 30, 2015, no material changes occurred to the information presented in Item 11 of the Company's Annual Report on Form 20-F for the year ended December 31, 2014, as amended.

74


Table of Contents


Controls and Procedures

       The Company is a "foreign private issuer" within the meaning of Rule 3b-4(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, the Company is not required to file quarterly reports with the Securities and Exchange Commission and is required to provide an evaluation of the effectiveness of its disclosure controls and procedures, to disclose significant changes in its internal control over financial reporting, and to provide certifications of its Chief Executive Officer and Chief Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 only in its Annual Report on Form 20-F. The Company furnishes quarterly financial information to the Securities and Exchange Commission (the "Commission") and such certifications under cover of Form 6-K on a voluntary basis and pursuant to the provisions of the Company's pooling agreement entered into for the benefit of the public holders of our shares. In connection with such voluntary reporting, the Company's management, including the Chief Executive Officer and the Chief Financial Officer of the Company's general partner, has conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report, of the type contemplated by Securities Exchange Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded in connection with the furnishing of this report, that the Company's disclosure controls and procedures are designed to ensure that the information the Company is required to disclose in the reports filed or furnished under the Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and are effective to ensure that the information the Company is required to disclose in its reports is accumulated and communicated to the General Partner's Management Board, including the General Partner's Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. During the past fiscal quarter, there have been no significant changes in internal controls, or in factors that could significantly affect internal controls.

       During the three-month period ended June 30, 2015, our Audit and Corporate Governance Committee continued its investigation, with the assistance of independent counsel, into allegations of conduct outside of the North America Segment that may violate the U.S. Foreign Corrupt Practices Act or other anti-bribery laws. For information with respect to compliance investigations, see Note 11 of the Notes to the Consolidated Financial Statements (unaudited), "Commitments and Contingencies – Legal and Regulatory Matters – Other Litigation and Potential Exposures," presented elsewhere in this Report. The Company's independent counsel, in conjunction with the Company's Compliance Department, have reviewed the Company's anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws, and appropriate enhancements are being implemented.

75


Table of Contents


OTHER INFORMATION

Legal and Regulatory Matters

       The information in Note 11 of the Notes to Consolidated Financial Statements (Unaudited), "Commitments and Contingencies" presented elsewhere in this report is incorporated by this reference.


Submission of Matters to a Vote of Security Holders

       The Company held its Annual General Meeting ("AGM") in Frankfurt, Germany on May 19, 2015. Prior to the presentation of resolutions to the shareholders for vote, representation was as follows:

       Out of the capital stock of EUR 311,490,141, 231,089,144 shares were represented, which accounted for 74.19% of the share capital.

       The eight resolutions proposed for actions by the ordinary shareholders at the AGM and the voting results thereon are set forth as follows:

 
   
  Votes (in percentage of
shares actually voting)
 
 
  Resolution   In Favor   Opposed  
TOPIC 1   Resolution on the approval of the annual financial statements of Fresenius Medical Care AG & Co. KGaA for the fiscal year 2014     99.96 %   0.04 %

TOPIC 2

 

Resolution on the allocation of distributable profit

 

 

99.62

%

 

0.38

%

TOPIC 3

 

Resolution on the approval of the actions of the General Partner for the fiscal year 2014

 

 

99.83

%

 

0.17

%

TOPIC 4

 

Resolution on the approval of the actions of the members of the Supervisory Board for the fiscal year 2014

 

 

99.81

%

 

0.19

%

TOPIC 5

 

Election of the auditors and consolidated group auditors for the fiscal year 2015

 

 

90.45

%

 

9.55

%

TOPIC 6

 

Resolution on the amendment of section 2 (1) lit. a) of the Articles of the Company (Objects of the business)

 

 

99.99

%

 

0.01

%

TOPIC 7

 

Resolution on the cancellation of the existing authorized capitals, on the creation of new authorized capitals including the possibility of the exclusion of subscription rights as well as on corresponding amendments to section 4 (3) and (4) of the Articles of the Company

 

 

93.42

%

 

6.58

%

TOPIC 8

 

Resolution on the cancellation of section 8 (1) sentence 3 of the Articles of the Company (majority required for the election of the members of the Supervisory Board of the Company)

 

 

99.25

%

 

0.75

%

76


Table of Contents

Exhibits

Exhibit No.
   

 

 

 
4.33   Amended and Restated Loan Note dated June 18, 2015, among the Registrant and certain of its subsidiaries as borrowers and Fresenius SE & Co. KGaA as lenders (filed herewith).

31.1

 

Certification of Chief Executive Officer and Chairman of the Management Board of the Company's General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of Chief Financial Officer and member of the Management Board of the Company's General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Chief Executive Officer and Chairman of the Management Board of the Company's General Partner and Chief Financial Officer and member of the Management Board of the Company's General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (this exhibit accompanies this report as required by the Sarbanes-Oxley Act of 2002 and is not to be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended).

101

 

The following financial statements as of and for the six-month period ended June 30, 2015 from FMC-AG & Co. KGaA's Report on Form 6-K for the month of July 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders' Equity and (vi) Notes to Consolidated Financial Statements.

77


Table of Contents


SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

        DATE: July 30, 2015

       

 

FRESENIUS MEDICAL CARE AG & Co. KGaA
a partnership limited by shares, represented by:

 

FRESENIUS MEDICAL CARE MANAGEMENT AG,
its general partner

 

By:    /s/ RICE POWELL                                  

 

Name:

 

Rice Powell

  Title:   Chief Executive Officer and
Chairman of the Management Board of the
General Partner

 

By:    /s/ MICHAEL BROSNAN                                        

 

Name:

 

Michael Brosnan

  Title:   Chief Financial Officer and
member of the Management Board of the
General Partner

78






Exhibit 4.33

 

AMENDED AND RESTATED LOAN NOTE

 

$400,000,000

June 18, 2015

 

FOR VALUE RECEIVED, Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares; Fresenius Medical Care Holdings, Inc., a New York corporation; National Medical Care, Inc., a Delaware corporation; Bio-Medical Applications of Alabama, Inc., a Delaware Corporation; Bio-Medical Applications of California, Inc., a Delaware corporation; Bio-Medical Applications of Delaware, Inc., a Delaware corporation; Bio-Medical Applications of Georgia, Inc., a Delaware corporation; Bio-Medical Applications of Kentucky, Inc., a Delaware corporation; Bio-Medical Applications of Louisiana, LLC, a Delaware limited liability company; Bio-Medical Applications of Minnesota, Inc., a Delaware corporation; Bio-Medical Applications of Mississippi, Inc., a Delaware corporation; Bio-Medical Applications of New Hampshire, Inc., a Delaware corporation; Bio-Medical Applications of New Jersey, Inc., a Delaware corporation; Bio-Medical Applications of New Mexico, Inc., a Delaware corporation; Bio-Medical Applications of North Carolina, Inc., a Delaware corporation; Bio-Medical Applications of Ohio, Inc., a Delaware corporation; Bio-Medical Applications of Pennsylvania, Inc., a Delaware corporation; Bio-Medical Applications of Tennessee, Inc., a Delaware corporation; Bio-Medical Applications of Texas, Inc., a Delaware corporation ; Bio-Medical Applications of West Virginia, Inc., a Delaware corporation; Bio-Medical Applications of Virginia, Inc., a Delaware corporation; Fresenius USA Manufacturing, Inc., a Delaware corporation; Fresenius USA Marketing, Inc., a Delaware corporation; Fresenius USA, Inc., a Massachusetts corporation; Spectra Laboratories, Inc., a Nevada corporation; WSKC Dialysis Services, Inc., an Illinois corporation; Fresenius Management Services, Inc., a Delaware corporation; Renal Care Group, Inc., a Delaware corporation; Dialysis Centers of America — Illinois, Inc., an Illinois corporation; Renal Care Group of the Midwest, Inc., a Kansas corporation; Renal Advantage Holdings, Inc., a Delaware corporation; Renal Advantage Inc., a Delaware corporation; Bio-Medical Applications of Wisconsin, Inc., a Delaware corporation; Fresenius Medical Care Ventures Holding Company, Inc., a Delaware corporation; Renal Care Group of the South, Inc., a Delaware corporation; Renal Care Group Alaska, Inc., an Alaska corporation; Renal Care Group East, Inc., a Pennsylvania corporation; RCG Mississippi, Inc., a Delaware corporation; Renal Care Group Northwest, Inc., a Delaware corporation; RCG University Division, Inc., a Tennessee corporation; Renex Dialysis Clinic of Woodbury, Inc., a New Jersey corporation; Spectra East, Inc., a Delaware corporation; Bio-Medical Applications of South Carolina, Inc., a Delaware corporation; Fresenius Medical Care Rx, LLC, a Delaware limited liability company; Fresenius Medical Care Pharmacy Services, Inc., a Delaware corporation; Bio-Medical Applications of Illinois, Inc., a Delaware corporation; FMS New York Services, LLC, a Delaware limited liability company; and NNA Management Company of Kentucky, Inc., a Kentucky corporation (collectively, the “Borrowers”), jointly and severally promise to pay to the order of Fresenius SE & Co. KGaA, a German partnership limited by shares, or its specified subsidiary (the “Lender”) the lesser of (i) the

 



 

principal amount of $400,000,000 (Four Hundred Million Dollars) (or the US Dollar equivalent of any amount denominated in any other currency as determined by Lender based on the spot rate as reasonably selected by Lender), or (ii) the unpaid principal amount of all Advances (as defined in Section 2) made by the Lender to the Borrowers hereunder, together with interest accrued thereon at the rate set forth below, on the date specified for repayment of such Advance pursuant to Clause 3 hereof or such earlier date as such amounts may become payable pursuant to the terms hereof.

 

1.        The following terms used in this Note shall have the following meanings:

 

FMC Credit Agreement” means the Credit Agreement dated as of October 30, 2012 among FMC and FMCH, as borrowers and guarantors, the other borrowers and guarantors party thereto, the lenders party thereto, Bank of America, N.A., as Administrative Agent, as amended, restated, supplemented, or otherwise modified, or renewed, refunded, replaced, or refinanced from time to time.

 

FMC” means Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares, and its successors and permitted assigns.

 

FMCH” means Fresenius Medical Care Holdings, Inc., a New York corporation, and its successors and permitted assigns.

 

All other capitalized terms used but not otherwise defined herein shall bear the meanings assigned thereto in the FMC Credit Agreement.  This Note amends and restates and supersedes the Loan Note dated as of June 30, 2014 (the “Original Note”) in the original principal amount of $400,000,000 issued by the borrowers party thereto to Lender.  The Borrowers and Lender hereby agree that with effect from November 26, 2014, (i) all loans outstanding under the Original Note shall be deemed loans made under this Note and subject to the terms hereunder, (ii) the borrowers identified on Schedule I hereto shall be borrowers under this Note, and (iii) the borrowers identified on Schedule II hereto shall be released from all obligations under and in respect of the Original Note.

 

2.        The Lender may lend (but shall not have any commitment to lend) one or more advances (each an “Advance”) to the Borrowers jointly and severally from time to time upon request during the period from the date hereof to but excluding October 30, 2017 in an aggregate amount which shall not exceed $400,000,000 (or the US Dollar equivalent of any amount denominated in any other currency as determined by Lender based on the spot rate as reasonably selected by Lender).  Amounts borrowed hereunder may be repaid and reborrowed. The Lender shall have no obligation to make any Advance requested hereunder.

 

3.        Each Advance shall be repaid in full on the date that is one, two or three months after the date on which it is made, as agreed by the Borrowers and the Lender on the date such Advance is made, or any other period agreed between the Borrowers and the Lender; provided, that if no maturity date is so agreed, such Advance shall have a term of one month.

 

2



 

4.        Borrowers and Lender hereby agree that from and after November 26, 2014, the unpaid principal amount of each Advance made hereunder shall bear interest at a fluctuating rate per annum equal to the Fixed LIBOR Rate (as defined in and calculated pursuant to the FMC Credit Agreement) for an Interest Period equivalent to the term of such Advance plus a margin, determined pursuant to the pricing matrix set forth below, that is based on the Consolidated Leverage Ratio (as defined in and calculated pursuant to the FMC Credit Agreement), and shall change as and when the Applicable Percentage (as defined in and calculated pursuant to the FMC Credit Agreement) changes:

 

Pricing Level

 

Consolidated
Leverage Ratio

 

Margin

 

I

 

> 3.5:1.0

 

1.355

%

II

 

> 3.0:1.0 but < 3.5:1.0

 

1.280

%

III

 

> 2.5:1.0 but < 3.0:1.0

 

1.170

%

IV

 

> 2.0:1.0 but < 2.5:1.0

 

1.100

%

V

 

< 2.0:1.0

 

0.980

%

 

Interest shall be payable in arrears upon maturity, on any prepayment and on any acceleration of the principal amount hereof and shall be computed on the basis of a 360-day year for the actual number of days elapsed (including the first day and excluding the last day).

 

5.        Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day or is a day on which commercial banks are authorized or required by law to close in the Federal Republic of Germany, such payment shall be made on the next succeeding Business Day on which commercial banks are not authorized or required by law to close in the Federal Republic of Germany, and such extension of time shall be included in the computation of the payment of interest on this Note.

 

6.        All payments of principal and interest in respect of this Note shall be made in lawful money of the United States in same day funds to the Lender’s account as notified in writing by the Lender.

 

7.        If any proceeding under any Debtor Relief Law shall be commenced by or against the Borrowers, all amounts of principal and accrued interest outstanding under this Note shall become immediately due and payable.

 

8.         The Lender agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all Advances, the maturity date of each such Advance and principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make a notation of any Advance or any payment made on this Note shall not limit or otherwise affect the obligation

 

3



 

of the Borrowers hereunder with respect to payments of principal or interest on this Note.

 

9.         Any Borrower may cease to be a Borrower hereunder by delivering a written notice to the Lender, effective on the later to occur of (i) the date the Lender receives such written notice and (ii) the date such Borrower has paid all of its obligations and all accrued and unpaid interest, fees and other obligations hereunder or in connection herewith.

 

10.       Upon the formation, acquisition (other receipt of interests) or existence of any Material Domestic Subsidiary of FMCH that is not a Borrower hereunder, such Material Domestic Subsidiary may become a Borrower hereunder by executing an amendment to this Note.

 

11.       THIS NOTE AND THE OBLIGATIONS OF THE BORROWERS ARISING HEREUNDER AND ALL OTHER ASPECTS HEREOF SHALL BE DEEMED TO BE MADE UNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

 

12.       The obligations of the Borrowers arising under this Note may be prepaid in whole or in part, together with all accrued interest thereon, without penalty or premium.

 

13.       The terms of this Note are subject to amendment only by a writing signed by the Borrowers and the Lender.

 

14.       In no event shall any interest be payable under this Note to the extent that the payment thereof would be prohibited by applicable law.

 

15.       The Borrowers hereby waives diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

 

16.       No delay on the part of the Lender in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Lender, of any right or remedy shall preclude any other or further exercise of any other right or remedy.

 

17.       In case any provision in or obligation under this Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

 

[Remainder of page intentionally left blank]

 

4



 

IN WITNESS WHEREOF, this Note has been executed as of the day and year first written above.

 

 

BORROWERS:

 

 

 

 

FRESENIUS MEDICAL CARE AG & Co. KGaA, a German partnership limited by shares, represented by FRESENIUS MEDICAL CARE MANAGEMENT AG, a German corporation, its general partner

 

 

 

 

 

By:

s/ Michael Brosnan

 

Name: Michael Brosnan

 

Title: Member of the Management Board

 

 

 

 

 

By:

s/ Dominik Wehner

 

Name: Dominik Wehner

 

Title: Member of the Management Board

 

[Signature Page —Loan Note]

 



 

FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York corporation

NATIONAL MEDICAL CARE, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF ALABAMA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF CALIFORNIA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF DELAWARE, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF GEORGIA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF LOUISIANA, LLC, a Delaware limited liability company

BIO-MEDICAL APPLICATIONS OF MINNESOTA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF MISSISSIPPI, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF NEW HAMPSHIRE, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF NEW JERSEY, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF NEW MEXICO, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF NORTH CAROLINA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF OHIO, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF PENNSYLVANIA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF TENNESSEE, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF TEXAS, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF WEST VIRGINIA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF VIRGINIA, INC., a Delaware corporation

FRESENIUS USA MANUFACTURING, INC., a Delaware corporation

FRESENIUS USA MARKETING, INC., a Delaware corporation

FRESENIUS USA, INC., a Massachusetts corporation

SPECTRA LABORATORIES, INC., a Nevada corporation

WSKC DIALYSIS SERVICES, INC., an Illinois corporation

FRESENIUS MANAGEMENT SERVICES, INC., a Delaware corporation

RENAL CARE GROUP, INC., a Delaware corporation

DIALYSIS CENTERS OF AMERICA — ILLINOIS, INC., an Illinois corporation

RENAL CARE GROUP OF THE MIDWEST, INC., a Kansas corporation

RENAL ADVANTAGE HOLDINGS, INC., a Delaware corporation

RENAL ADVANTAGE INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF WISCONSIN, INC., a Delaware corporation

FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC., a Delaware corporation

RENAL CARE GROUP OF THE SOUTH, INC., a Delaware corporation

RENAL CARE GROUP ALASKA, INC., an Alaska corporation

RENAL CARE GROUP EAST, INC., a Pennsylvania corporation

RCG MISSISSIPPI, INC., a Delaware corporation

RENAL CARE GROUP NORTHWEST, INC., a Delaware corporation

RCG UNIVERSITY DIVISION, INC., a Tennessee corporation

RENEX DIALYSIS CLINIC OF WOODBURY, INC., a New Jersey corporation

SPECTRA EAST, INC., a Delaware corporation

FRESENIUS MEDICAL CARE RX, LLC, a Delaware limited liability company

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF SOUTH CAROLINA, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC., a Delaware corporation

FMS NEW YORK SERVICES, LLC, a Delaware limited liability company

NNA MANAGEMENT COMPANY OF KENTUCKY, INC., a Kentucky corporation

 

 

By:

s/ Mark Fawcett

 

Name: Mark Fawcett

 

Title:   Vice President and Treasurer for each of the foregoing

 

 

[Signature Page —Loan Note]

 



 

ACKNOWLEDGED AND AGREED:

 

 

 

 

 

 

FRESENIUS SE & Co. KGaA, represented by FRESENIUS MANAGEMENT SE, its general partner, as Lender

 

 

 

 

 

By:

s/ Stephan Sturm

 

Name: Stephan Sturm

 

Title: CFO

 

 

 

 

 

By:

s/ Dr. Karl-Dieter Schwab

 

Name: ppa. Dr. Karl-Dieter Schwab

 

Title: SVP Finance and Prokurist

 

[Signature Page —Loan Note]

 



 

TRANSACTIONS ON PROMISSORY NOTE

 

Date

 

Amount of
Advance Made
This Date

 

Maturity Date
of Such
Advance

 

Amount of
Principal Paid
This Date

 

Amount of
Interest Paid
This Date

 

Outstanding
Principal
Balance This
Date

 

Notation Made
By

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Schedule I

 

Additional Borrowers

 

FRESENIUS MEDICAL CARE RX, LLC, a Delaware limited liability company

FRESENIUS MEDICAL CARE PHARMACY SERVICES, INC., a Delaware corporation

BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC., a Delaware corporation

FMS NEW YORK SERVICES, LLC, a Delaware limited liability company

NNA MANAGEMENT COMPANY OF KENTUCKY, INC., a Kentucky corporation

 



 

Schedule II

 

Released Borrowers

 

BIO-MEDICAL APPLICATIONS OF INDIANA, INC., a Delaware corporation

QUALICENTERS EUGENE-SPRINGFIELD, LTD., a Colorado limited liability company

QUALICENTERS INLAND NORTHWEST, LLC, a Colorado limited liability company

QUALICENTERS PUEBLO, LLC, a Colorado limited liability company

QUALICENTERS SIOUX CITY, LLC, a Colorado limited liability company

BIO-MEDICAL APPLICATIONS OF FLORIDA, INC., a Delaware corporation

NNA OF NEVADA, INC., a Nevada corporation

Bio-Medical Applications OF MARYLAND, Inc., a Delaware corporation

LIBERTY DIALYSIS, LLC, a Delaware limited liability company

AMERICAN ACCESS CARE HOLDINGS, LLC, a Delaware limited liability company

BIO-MEDICAL APPLICATIONS OF MISSOURI, INC., a Delaware corporation

DIALYSIS MANAGEMENT CORPORATION, a Texas corporation

NNA OF ALABAMA, INC., an Alabama corporation

BIO-MEDICAL APPLICATIONS OF FAYETTEVILLE, INC., a Delaware corporation

RENAL CARE GROUP OF THE SOUTHEAST, INC., a Florida corporation

RENAL CARE GROUP TEXAS, INC., a Texas corporation

RENAL CARE GROUP SOUTHWEST HOLDINGS, INC., a Delaware corporation

RENAL RESEARCH INSTITUTE, LLC, a New York limited liability company

 






QuickLinks -- Click here to rapidly navigate through this document


Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Rice Powell, certify that:

1.
I have reviewed this report on Form 6-K of Fresenius Medical Care AG & Co. KGaA (the "Report").

2.
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d)
disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 30, 2015   By:      /s/ RICE POWELL                    
Rice Powell
Chief Executive Officer and
Chairman of the Management Board of the
General Partner



QuickLinks

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



QuickLinks -- Click here to rapidly navigate through this document


Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Brosnan, certify that:

1.
I have reviewed this report on Form 6-K of Fresenius Medical Care AG & Co. KGaA (the "Report");

2.
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d)
disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 30, 2015   By:      /s/ MICHAEL BROSNAN    
Michael Brosnan
Chief Financial Officer and member of the
Management Board of the
General Partner



QuickLinks

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



QuickLinks -- Click here to rapidly navigate through this document


Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the report of Fresenius Medical Care AG & Co. KGaA (the "Company") on Form 6-K furnished for the month of July 2015 containing its unaudited financial statements as of June 30, 2015 and for the six-month periods ending June 30, 2015 and 2014, as submitted to the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Rice Powell, Chief Executive Officer and Michael Brosnan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

    (1)
    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    (2)
    The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

    By:      /s/ RICE POWELL                    
Rice Powell
Chief Executive Officer and
Chairman of the Management Board of the
General Partner

 

 

July 30, 2015

 

 

By:      /s/ MICHAEL BROSNAN          
Michael Brosnan
Chief Financial Officer and
member of the Management Board of the
General Partner

 

 

July 30, 2015



QuickLinks

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Fresenius Medical Care (NYSE:FMS)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Fresenius Medical Care Charts.
Fresenius Medical Care (NYSE:FMS)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Fresenius Medical Care Charts.