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 treatment and related dialysis care services to persons who suffer from
end-stage renal disease ("ESRD"), as well as other health care services. The Company 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. The Company
describes its other health care services as "Care Coordination." Care Coordination currently includes 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
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 13 "Segment and Corporate Information."
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with the United States' generally accepted
accounting principles ("U.S. GAAP").
The
consolidated financial statements at June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 contained in this report are unaudited and should be
read in conjunction with the consolidated financial statements contained in the Company's 2015 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 period. 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, 2015, contained in the Company's 2015 Annual Report on Form 20-F.
43
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
Certain
items in the prior year's comparative consolidated financial statements have been reclassified to conform to the current year's presentation. Deferred taxes which were classified
as current at December 31, 2015, were reclassified to noncurrent as of January 1, 2016 in accordance with Accounting Standards Update 2015-17,
Income Taxes (Topic
740) Balance Sheet Classification of Deferred Taxes
. Deferred taxes in current assets and liabilities have been reclassified to noncurrent assets and liabilities in the amount
of $216,127 and $36,399, respectively. As a result of deferred tax netting, noncurrent assets and liabilities have been adjusted in the amount of $168,232.
The
results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results of operations for the year ending December 31,
2016.
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 30.9% of the Company's outstanding shares at June 30, 2016.
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 central purchasing services to the Fresenius SE Companies. The Company provides certain administrative
services to one of its equity method investees. In 2015, the Company also performed marketing and distribution services for certain of its equity method investees. These related party agreements
generally have a duration of 1-5 years and are renegotiated on an as needed basis when the agreement comes due.
The
Company is a 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 the Company intends to extend these leases.
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
44
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
Fresenius
Kabi USA, Inc. ("Kabi USA"), through an independent group purchasing organization ("GPO"). Kabi USA is an indirect, 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 business was sold to Kabi USA for $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.
In
December 2010, the Company formed a renal pharmaceutical company with Galenica Ltd., named Vifor Fresenius Medical Care Renal Pharma Ltd. ("VFMCRP"), an equity method
investee of which the Company owns 45%. The Company has entered into exclusive supply agreements to purchase certain pharmaceuticals from VFMCRP.
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, 2016
|
|
For the six months ended
June 30, 2015
|
|
June 30, 2016
|
|
December 31, 2015
|
|
|
|
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
|
|
|
101
|
|
|
12,047
|
|
|
97
|
|
|
10,388
|
|
|
70
|
|
|
4,743
|
|
|
422
|
|
|
3,185
|
|
Fresenius SE affiliates
|
|
|
1,700
|
|
|
42,307
|
|
|
3,784
|
|
|
37,869
|
|
|
648
|
|
|
2,175
|
|
|
2,104
|
|
|
4,079
|
|
Equity method investees
|
|
|
8,392
|
|
|
-
|
|
|
8,021
|
|
|
-
|
|
|
616
|
|
|
-
|
|
|
10,180
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,193
|
|
$
|
54,354
|
|
$
|
11,902
|
|
$
|
48,257
|
|
$
|
1,334
|
|
$
|
6,918
|
|
$
|
12,706
|
|
$
|
7,264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fresenius SE
|
|
|
-
|
|
|
5,206
|
|
|
-
|
|
|
4,741
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Fresenius SE affiliates
|
|
|
-
|
|
|
7,595
|
|
|
-
|
|
|
7,320
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
-
|
|
$
|
12,801
|
|
$
|
-
|
|
$
|
12,061
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fresenius SE
|
|
|
2
|
|
|
-
|
|
|
4
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Fresenius SE affiliates
|
|
|
12,879
|
|
|
18,758
|
|
|
13,247
|
|
|
18,706
|
|
|
8,587
|
|
|
5,141
|
|
|
8,774
|
|
|
3,768
|
|
Equity method investees
|
|
|
-
|
|
|
182,820
|
|
|
-
|
|
|
54,259
|
|
|
-
|
|
|
34,583
|
|
|
-
|
|
|
8,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
12,881
|
|
$
|
201,578
|
|
$
|
13,251
|
|
$
|
72,965
|
|
$
|
8,587
|
|
$
|
39,724
|
|
$
|
8,774
|
|
$
|
12,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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,
2016 and December 31, 2015, the Company had accounts receivables from Fresenius SE related to short-term financing in the amount of $168,416 and $131,252, respectively. As of June 30,
2016 and December 31, 2015, the Company had accounts payables to Fresenius SE related to short-term financing in the amount of
45
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
$169,005
and $115,932, 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 ($1,665 at June 30, 2016 and $1,633 at December 31, 2015) from the General Partner on an unsecured
basis at 1.335%. The loan repayment has been extended periodically and is currently due August 22, 2016 with an interest rate of 1.334%. On November 28, 2013, the Company borrowed an
additional €1,500 ($1,665 at June 30, 2016 and $1,633 at December 31, 2015) with an interest rate of 1.875% from the General Partner. This loan is due on
November 25, 2016 with an interest rate of 1.223%.
The
Company provided unsecured term loans to one of its equity method investees during 2015 and 2016 in the amount of CHF 78,416 ($79,840 based upon the average exchange rate for
the six months ended June 30, 2016). These loans were repaid in full during the three months ended June 30, 2016.
At
June 30, 2016 and December 31, 2015, a subsidiary of Fresenius SE held unsecured Senior Notes issued by the Company in the amount of €8,300 and
€8,300 ($9,215 at June 30, 2016 and $9,036 at December 31, 2015), respectively. The Senior Notes were issued in 2011 and 2012, mature in 2021 and 2019, respectively, and
each has a coupon rate of 5.25% with interest payable semiannually.
At
June 30, 2016, the Company provided a cash advance to Fresenius SE in the amount of €12,200 ($13,544 at June 30, 2016) on an unsecured basis at an
interest rate of 0.800%. At December 31, 2015, the Company borrowed from Fresenius SE in the amount of €14,500 ($15,786 at December 31, 2015) on an unsecured basis at an
interest rate of 0.970%. For further information on these loan agreements, see Note 4. "Short-Term Debt and Short-Term Debt from Related Parties Short-Term Debt 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, as key management personnel, members
of the
Management Board and the Supervisory Board, 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 $11,967 and
$7,519, respectively, for its management services during the six months ended June 30, 2016 and 2015. As of June 30, 2016 and December 31, 2015, the Company had accounts
receivable from the General Partner in the amount of $671 and $486, respectively. As of June 30, 2016 and December 31, 2015, the Company had accounts payable to the General Partner in
the amount of $1,937 and $17,806, respectively.
46
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
3. Inventories
At June 30, 2016 and December 31, 2015, inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
June 30,
2016
|
|
December 31,
2015
|
|
Finished goods
|
|
$
|
745,230
|
|
$
|
670,291
|
|
Health care supplies
|
|
|
335,867
|
|
|
395,342
|
|
Raw materials and purchased components
|
|
|
225,526
|
|
|
206,525
|
|
Work in process
|
|
|
77,656
|
|
|
68,593
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
$
|
1,384,279
|
|
$
|
1,340,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. Short-Term Debt and Short-Term Debt from Related Parties
At June 30, 2016 and December 31, 2015, short-term debt and short-term debt from related parties consisted of the following:
|
|
|
|
|
|
|
|
|
|
June 30,
2016
|
|
December 31,
2015
|
|
Borrowings under lines of credit
|
|
$
|
94,130
|
|
$
|
109,230
|
|
Commercial Paper Program
|
|
|
610,523
|
|
|
-
|
|
Other financial liabilities
|
|
|
-
|
|
|
22
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
$
|
704,653
|
|
$
|
109,252
|
|
Short-term debt from related parties (see Note 2.b)
|
|
|
3,331
|
|
|
19,052
|
|
|
|
|
|
|
|
|
|
Short-term debt and short-term debt from related parties
|
|
$
|
707,984
|
|
$
|
128,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2016, there were no offsets under the cash management system. At December 31, 2015, cash and borrowings under lines of credit in the amount of $48,277
were offset under this cash management system.
Commercial
paper programs are flexible financing instruments to obtain short-term funding on the money market. Typically, commercial paper maturities range from a few days up to under
two years. The Company can issue short-term notes of up to €1,000,000 ($1,110,200).
Short-term Debt 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 and reborrowed. At June 30, 2016, there were no advances from Fresenius SE under this facility. At
47
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
December 31,
2015, the Company borrowed from Fresenius SE €14,500 ($15,786 at December 31, 2015) on an unsecured basis. For further information on short-term debt from
related parties, see Note 2 b).
5. Long-term Debt and Capital Lease Obligations
As of June 30, 2016 and December 31, 2015, long-term debt and capital lease obligations consisted of the following:
|
|
|
|
|
|
|
|
|
|
June 30,
2016
|
|
December 31,
2015
|
|
Amended 2012 Credit Agreement
|
|
$
|
2,480,867
|
|
$
|
2,611,580
|
|
Senior Notes
|
|
|
5,359,276
|
|
|
5,325,618
|
|
Equity-neutral convertible bonds
|
|
|
419,224
|
|
|
407,705
|
|
Accounts Receivable Facility
|
|
|
-
|
|
|
50,185
|
|
Capital lease obligations
|
|
|
47,393
|
|
|
40,621
|
|
Other
|
|
|
70,237
|
|
|
82,113
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations
|
|
$
|
8,376,997
|
|
$
|
8,517,822
|
|
Less current portion
|
|
|
(674,522
|
)
|
|
(664,335
|
)
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations, less current portion
|
|
$
|
7,702,475
|
|
$
|
7,853,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended 2012 Credit Agreement
The following table shows the available and outstanding amounts under the Amended 2012 Credit Agreement at June 30, 2016 and
December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Amount Available
June 30, 2016
|
|
Balance Outstanding
June 30, 2016
(1)
|
|
Revolving Credit USD
|
|
$
|
1,000,000
|
|
$
|
1,000,000
|
|
$
|
-
|
|
$
|
-
|
|
Revolving Credit EUR
|
|
€
|
400,000
|
|
$
|
444,080
|
|
€
|
-
|
|
$
|
-
|
|
USD Term Loan
|
|
$
|
2,200,000
|
|
$
|
2,200,000
|
|
$
|
2,200,000
|
|
$
|
2,200,000
|
|
EUR Term Loan
|
|
€
|
264,000
|
|
$
|
293,093
|
|
€
|
264,000
|
|
$
|
293,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,937,173
|
|
|
|
|
$
|
2,493,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Amount Available
December 31, 2015
|
|
Balance Outstanding
December 31, 2015
(1)
|
|
Revolving Credit USD
|
|
$
|
1,000,000
|
|
$
|
1,000,000
|
|
$
|
25,110
|
|
$
|
25,110
|
|
Revolving Credit EUR
|
|
€
|
400,000
|
|
$
|
435,480
|
|
€
|
-
|
|
$
|
-
|
|
USD Term Loan
|
|
$
|
2,300,000
|
|
$
|
2,300,000
|
|
$
|
2,300,000
|
|
$
|
2,300,000
|
|
EUR Term Loan
|
|
€
|
276,000
|
|
$
|
300,481
|
|
€
|
276,000
|
|
$
|
300,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,035,961
|
|
|
|
|
$
|
2,625,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts shown are excluding debt issuance costs.
48
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, 2016 and December 31, 2015, the Company had letters of credit outstanding in the amount of $3,550 and $3,600, respectively, 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, 2016 and at
December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Amount
Available
(1)
|
|
Balance Outstanding
(2)
|
|
|
|
June 30,
2016
|
|
December 31,
2015
|
|
June 30,
2016
|
|
December 31,
2015
|
|
Accounts Receivable Facility
|
|
$
|
800,000
|
|
$
|
800,000
|
|
$
|
-
|
|
$
|
51,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Subject to availability of sufficient accounts receivable meeting funding criteria.
(2) Amounts shown are excluding debt issuance costs.
The
Company also had letters of credit outstanding under the Accounts Receivable Facility in the amount of $13,822 and $16,622 at June 30, 2016 and December 31, 2015,
respectively. These letters of credit are not included above as part of the balance outstanding at June 30, 2016 and December 31, 2015; however, they reduce available borrowings under
the Accounts Receivable Facility.
6. 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,
2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
June 30,
|
|
For the six months ended
June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to shareholders of FMC-AG & Co. KGaA
|
|
$
|
293,950
|
|
$
|
240,768
|
|
$
|
521,966
|
|
$
|
450,316
|
|
Denominators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Ordinary shares outstanding
|
|
|
305,507,271
|
|
|
304,172,400
|
|
|
305,416,228
|
|
|
303,929,089
|
|
Potentially dilutive Ordinary shares
|
|
|
258,027
|
|
|
1,155,218
|
|
|
228,752
|
|
|
1,052,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average Ordinary shares outstanding assuming dilution
|
|
|
305,765,298
|
|
|
305,327,618
|
|
|
305,644,980
|
|
|
304,981,858
|
|
Basic earnings per share
|
|
$
|
0.96
|
|
$
|
0.79
|
|
$
|
1.71
|
|
$
|
1.48
|
|
Fully diluted earnings per share
|
|
$
|
0.96
|
|
$
|
0.79
|
|
$
|
1.71
|
|
$
|
1.48
|
|
49
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
By
resolution of the Company's annual general meeting on May 12, 2011, the Company was authorized to conduct a share buy-back program to repurchase ordinary shares. The buy-back
program commenced on May 20, 2013 and was completed on August 14, 2013 after 7,548,951 shares had been repurchased in the amount of €384,966 ($505,014). On
February 16, 2016, the Company retired 6,549,000 of the repurchased shares from the buy-back program at an average weighted price of €51 per share ($57 per share on
February 16, 2016).
7. 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, 2016 and 2015, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
June 30,
|
|
For the six months ended
June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
6,859
|
|
$
|
6,149
|
|
$
|
13,684
|
|
$
|
12,521
|
|
Interest cost
|
|
|
7,246
|
|
|
6,972
|
|
|
14,575
|
|
|
13,915
|
|
Expected return on plan assets
|
|
|
(3,868
|
)
|
|
(4,104
|
)
|
|
(7,740
|
)
|
|
(8,202
|
)
|
Amortization of unrealized losses
|
|
|
7,519
|
|
|
8,106
|
|
|
15,426
|
|
|
17,335
|
|
Amortization of prior service cost
|
|
|
(29
|
)
|
|
-
|
|
|
(59
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit costs
|
|
$
|
17,727
|
|
$
|
17,123
|
|
$
|
35,886
|
|
$
|
35,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. Noncontrolling Interests Subject to Put Provisions and Other Temporary Equity
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. Additionally, there are put provisions that are valued by an external valuation firm. The external valuation estimates the fair values using a combination of discounted cash flows and a
multiple of earnings and/or revenue. The estimated fair values of the noncontrolling interests subject to these put provisions can also fluctuate, the discounted cash flows and the implicit multiple
of earnings and/or revenue at which these noncontrolling interest obligations may
50
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
ultimately
be settled could vary significantly from our current estimates depending upon market conditions.
At
June 30, 2016 and December 31, 2015, the Company's potential obligations under these put options were $1,216,237 and $1,023,755. At June 30, 2016 and
December 31, 2015, put options with an aggregate purchase obligation of $279,876 and $258,552, respectively, were exercisable. No put options were exercised during the first six months of 2016.
The
following is a roll forward of noncontrolling interests subject to put provisions for the six months ended June 30, 2016 and the year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
June 30,
2016
|
|
December 31,
2015
|
|
Beginning balance as of January 1,
|
|
$
|
1,023,755
|
|
$
|
824,658
|
|
Contributions to noncontrolling interests
|
|
|
(81,806
|
)
|
|
(164,830
|
)
|
Purchase/ sale of noncontrolling interests
|
|
|
45,472
|
|
|
7,915
|
|
Contributions from noncontrolling interests
|
|
|
11,961
|
|
|
16,749
|
|
Expiration of put provisions and other reclassifications
|
|
|
(3,848
|
)
|
|
5,206
|
|
Changes in fair value of noncontrolling interests
|
|
|
131,250
|
|
|
178,003
|
|
Net income
|
|
|
88,857
|
|
|
159,127
|
|
Other comprehensive income (loss)
|
|
|
596
|
|
|
(3,073
|
)
|
|
|
|
|
|
|
|
|
Ending balance as of June 30, 2016 and December 31, 2015
|
|
$
|
1,216,237
|
|
$
|
1,023,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
addition to the amounts in the table above, Other Temporary Equity related to subsidiary stock incentive plans was $7,584 and $4,613 as of June 30, 2016 and December 31,
2015, respectively.
9. 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 apply solely 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, 2016 and 2015.
|
|
|
|
|
|
|
|
|
|
June 30,
2016
|
|
June 30,
2015
|
|
Medicare program
|
|
$
|
2,582,988
|
|
$
|
2,468,783
|
|
Private/alternative payors
|
|
|
2,608,736
|
|
|
2,336,037
|
|
Medicaid and other government sources
|
|
|
317,420
|
|
|
264,900
|
|
Hospitals
|
|
|
497,416
|
|
|
439,038
|
|
|
|
|
|
|
|
|
|
Total patient service revenue
|
|
$
|
6,006,560
|
|
$
|
5,508,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
10. 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 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.
On April 5, 2013, the U.S. Judicial Panel on Multidistrict Litigation ordered that the numerous lawsuits 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 and the St. Louis City
(Missouri) court subsequently established similar consolidated litigation for such cases filed in Massachusetts county courts and St. Louis City court.
See
, 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 other state courts. On February 17, 2016, the Company reached
with a committee of plaintiffs' counsel and reported to the courts an agreement in principle for settlement of potentially all cases. The agreement in principle calls for the Company to pay $250,000
into a settlement fund in exchange for releases of all or substantially all of the plaintiffs' claims, subject to the Company's right to void the settlement under certain conditions, including if more
than 3% of all plaintiffs reject the settlement or the distribution of rejecters meet certain criteria. As subsequently amended with the courts' approval as to the applicable timetable, plaintiffs
must accept or reject the settlement by September 15, 2016; the Company has until October 1, 2016 to exercise any rights to void the settlement; and payment of the settlement amount must
be made in October 2016 if the settlement is confirmed. The Company's affected insurers have agreed to fund $220,000 of the settlement fund, with a reservation of rights regarding certain coverage
issues between and among the Company and its insurers. The Company has accrued a net expense of $60,000 for consummation of the settlement, including legal fees and other anticipated costs.
Subsequent
to the agreement in principle, the Company's insurers in the AIG group initiated an action for declaratory judgment in New York state court advancing various arguments for
reducing the amount of their coverage obligations. The Company filed an action in Massachusetts state court seeking to compel the AIG group carriers to honor their obligations under applicable
policies, including reimbursement to
52
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 of litigation defense costs incurred before the agreement in principle was reached. The affected carriers have confirmed that the coverage litigation does not impact their commitment to
fund $220,000 of the settlement with plaintiffs in October.
Certain
of the complaints in the Granuflo®/Naturalyte® litigation named combinations of FMC-AG & Co. KGaA, FMC Management AG, Fresenius SE and
Fresenius Management SE as defendants, in addition to FMCH and its domestic United States affiliates. The agreement in principle provides for dismissals and releases of claims encompassing the
European defendants.
Three
institutional plaintiffs have filed complaints against FMCH or its affiliates under state deceptive practices statutes resting on certain background allegations common to the
GranuFlo®/NaturaLyte® personal injury litigation, but seeking as remedy the repayment of sums paid to FMCH attributable to the Granuflo®/Naturalyte®
products. These cases implicate different legal standards, theories of liability and forms of potential recovery from those in the personal injury litigation and their claims will not be extinguished
by the personal injury litigation settlement described above. The three plaintiffs are the Attorneys General for the States of Louisiana and Mississippi and Blue Cross Blue Shield of Louisiana.
See
,
State of Mississippi ex rel. Hood, v. Fresenius Medical Care Holdings, Inc., No. 14-cv-152 (Chancery Court, DeSoto County); State of
Louisiana ex re. Caldwell and Louisiana Health Service & Indemnity Company v. Fresenius Medical Care Airline, 2016 Civ. 11035 (U.S.D.C. D. Mass.)
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 did not intervene initially 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, alleged that the Company
sought and received reimbursement from government payors for serum ferritin and multiple forms of hepatitis B laboratory tests that were medically unnecessary or not properly ordered by a physician.
Discovery on the relator's complaint closed in May 2015. On October 2, 2015, the United States Attorney moved to intervene on the relator's complaint with respect only to certain Hepatitis B
surface antigen tests performed prior to 2011, when Medicare reimbursement rules for such tests changed. FMCH opposed the government's motion to intervene, which remains undecided.
Subpoenas
or search warrants were 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. As of September 30, 2015, the Company had entered into settlements of allegations made by the United States Attorneys for Connecticut,
Southern Florida, and Rhode Island under which the Company paid approximately $8,000 in exchange for releases related to activities of American Access Care prior to the acquisition. Pursuant to the
AAC acquisition agreement the prior owners are obligated to indemnify the Company for payments under these settlements, subject to certain limitations and deductibles. The three settlements apply only
to actions and events occurring prior to the Company's acquisition of AAC. The United States Attorney for the Eastern District of Virginia pursued a grand jury investigation against an individual
surgeon employed by the Company. As of July 15,
53
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
2016,
the United States Attorney advised that the grand jury investigation was being closed without charges being asserted.
On
October 6, 2015, the Office of Inspector General of the United States Department of Health and Human Services ("OIG") issued a subpoena to the Company seeking information about
utilization and invoicing by Fresenius Vascular Care facilities as a whole for a period beginning after the acquisition of AAC. The Company is cooperating in the government's inquiry, which is being
managed by the United States Attorney for the Eastern District of New York.
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 is cooperating with the
government investigations.
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 is implementing enhancements to its anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws. The Company
continues to be fully committed to FCPA and other anti-bribery law compliance.
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 1
st
Circuit) alleging that Xerox State Healthcare, LLC, M Group Consulting LLC and certain Liberty subsidiaries of FMCH
conspired to overbill 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, M4 Consultants, Inc. (a subsidiary of M Group Consulting LLC until 2008, and now a subsidiary of Liberty),
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.
54
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
On August 31 and November 25, 2015, respectively, FMCH received subpoenas from the United States Attorneys for the District of Colorado and the
Eastern District of New York inquiring into FMCH's participation in and management of dialysis facility joint ventures in which physicians are partners. FMCH is cooperating in the investigations.
On
June 30, 2016, FMCH received a subpoena from the United States Attorney for the Northern District of Texas (Dallas) seeking information about the use and management of the
pharmaceutical Velphoro®, and FMCH's interactions with DaVita Healthcare Partners, Inc. The Company understands that the subpoena relates to the investigation previously disclosed
by DaVita, and is cooperating in the investigation.
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 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
55
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
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.
The
Company is also subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions. With respect to other potential adjustments and disallowances of tax matters
currently under review, the Company does not anticipate that an unfavorable ruling could have a material impact on its results of operations. The Company is not currently able to determine the timing
of these potential additional tax payments.
Other
than those individual contingent liabilities mentioned above, the current estimated amount of the Company's other known individual 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)
11. 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, 2016, and December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2016
|
|
December 31,
2015
|
|
|
|
Fair Value
Hierarchy
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
1
|
|
$
|
722,735
|
|
|
722,735
|
|
$
|
549,500
|
|
|
549,500
|
|
Accounts receivable
(1)
(2)
|
|
2
|
|
|
3,663,554
|
|
|
3,663,554
|
|
|
3,521,741
|
|
|
3,521,741
|
|
Available for sale financial assets
(3)
|
|
1
|
|
|
294,353
|
|
|
294,353
|
|
|
275,770
|
|
|
275,770
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
(1)
|
|
2
|
|
|
792,220
|
|
|
792,220
|
|
|
780,851
|
|
|
780,851
|
|
Short-term debt
(1)
|
|
2
|
|
|
707,984
|
|
|
708,071
|
|
|
128,304
|
|
|
128,304
|
|
Long-term debt, excluding Amended 2012 Credit Agreement, Senior Notes and convertible bonds
|
|
2
|
|
|
117,630
|
|
|
118,232
|
|
|
172,919
|
|
|
172,919
|
|
Amended 2012 Credit Agreement
|
|
2
|
|
|
2,480,867
|
|
|
2,476,964
|
|
|
2,611,580
|
|
|
2,625,591
|
|
Senior Notes
|
|
2
|
|
|
5,359,276
|
|
|
5,821,950
|
|
|
5,325,618
|
|
|
5,782,937
|
|
Convertible bonds
|
|
2
|
|
|
419,224
|
|
|
552,458
|
|
|
407,705
|
|
|
546,057
|
|
Noncontrolling interests subject to put provisions
|
|
3
|
|
|
1,223,821
|
|
|
1,223,821
|
|
|
1,028,368
|
|
|
1,028,368
|
|
(1) Also includes amounts from related parties.
(2) Includes long-term accounts receivable, which are included in "Other assets" in the Consolidated Balance Sheets.
(3) Available for sale financial assets are included in "Prepaid expenses and other current assets" and "Other assets" 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 5.
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.
57
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
Short-term
financial instruments such as accounts receivable, accounts payable and short-term debt 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.
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
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 8 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 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.
58
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 elects not to offset the fair values of derivative financial instruments subject to master netting agreements in its Consolidated Balance Sheets.
At
June 30, 2016 and December 31, 2015, the Company had $17,633 and $24,366, respectively, of derivative financial assets subject to netting arrangements and $26,443 and
$12,765, respectively, of derivative financial liabilities subject to netting arrangements. Offsetting these derivative financial instruments would have resulted in net assets of $8,852 and $16,273 as
well as net liabilities of $17,662 and $4,672 at June 30, 2016 and December 31, 2015, 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.
Additionally,
individual subsidiaries are exposed to transactional risks mainly resulting from intercompany purchases between production sites and other subsidiaries with different
functional currencies. This exposes the subsidiaries to fluctuations in the rate of exchange between the invoicing currencies 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, 2016 and December 31, 2015, 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 $95,688 and $193,880 at
June 30, 2016 and December 31, 2015, respectively.
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
59
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 underlying asset or liability. The notional amounts of economic hedges that do not qualify for hedge accounting totaled $1,368,107 and $1,637,129 at June 30, 2016 and
December 31, 2015, 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 0.71%. Interest payable and
receivable under the swap agreements is accrued and recorded as an adjustment to interest expense.
At
June 30, 2016 and December 31, 2015, the notional amount of the euro-denominated interest rate swaps in place was €364,000 and €376,000
($404,113 and $409,351 at June 30, 2016 and December 31, 2015, respectively).
In
addition, the Company also enters into interest rate hedges ("pre-hedges") in anticipation of future long-term 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 long-term 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 long-term debt with the settlement amount recorded in AOCI amortized to interest expense over the life of the debt. At June 30, 2016 and
December 31, 2015, the Company had $49,927 and $58,581, 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, 2016 and December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
|
|
|
Assets
(2)
|
|
Liabilities
(2)
|
|
Assets
(2)
|
|
Liabilities
(2)
|
|
Derivatives in cash flow hedging relationships
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
1,186
|
|
|
(1,995
|
)
|
|
3,114
|
|
|
(2,921
|
)
|
Interest rate contracts
|
|
|
-
|
|
|
(666
|
)
|
|
-
|
|
|
(1,637
|
)
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
641
|
|
|
-
|
|
|
171
|
|
|
(127
|
)
|
Interest rate contracts
|
|
|
-
|
|
|
(1,927
|
)
|
|
-
|
|
|
(961
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,827
|
|
$
|
(4,588
|
)
|
$
|
3,285
|
|
$
|
(5,646
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
26,997
|
|
|
(21,750
|
)
|
|
23,908
|
|
|
(7,056
|
)
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
-
|
|
|
(462
|
)
|
|
1,062
|
|
|
(65
|
)
|
Derivatives embedded in the convertible bonds
|
|
|
-
|
|
|
(107,822
|
)
|
|
-
|
|
|
(115,990
|
)
|
Share options to secure the convertible bonds
|
|
|
107,822
|
|
|
-
|
|
|
115,990
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
134,819
|
|
$
|
(130,034
|
)
|
$
|
140,960
|
|
$
|
(123,111
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) At
June 30, 2016 and December 31, 2015, 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's own credit risk is incorporated in the fair value estimation of derivatives that are liabilities. Counterparty credit risk adjustments are factored into the valuation of
derivatives that are assets. The Company monitors and analyses the credit risk from derivative financial instruments on a regular basis. For the valuation of derivative financial instruments, the
credit risk is considered in the fair value of every individual instrument. The default probability is based upon the Credit Default Swap Spreads of each counterparty appropriate for the duration. The
calculation of the credit risk considered in the valuation is performed by multiplying the default probability appropriate for the duration with the expected discounted cash flows of the derivative
financial instrument.
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 AOCI 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
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Interest rate contracts
|
|
$
|
(67
|
)
|
$
|
10,190
|
|
Interest income/expense
|
|
$
|
12,206
|
|
$
|
14,255
|
|
Foreign exchange contracts
|
|
|
1,128
|
|
|
(9,075
|
)
|
Costs of Revenue
|
|
|
(953
|
)
|
|
12,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,061
|
|
$
|
1,115
|
|
|
|
$
|
11,253
|
|
$
|
26,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Derivatives
|
|
Derivatives not Designated
as Hedging Instruments
|
|
2016
|
|
2015
|
|
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
$
|
23,344
|
|
$
|
(20,965
|
)
|
Foreign exchange contracts
|
|
Interest income/expense
|
|
|
1,925
|
|
|
5,625
|
|
Derivatives embedded in the convertible bonds
|
|
Interest income/expense
|
|
|
(10,513
|
)
|
|
49,120
|
|
Share options to secure the convertible bonds
|
|
Interest income/expense
|
|
|
10,513
|
|
|
(49,120
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
25,269
|
|
$
|
(15,340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
foreign exchange derivatives at June 30, 2016, the Company expects to recognize $1,885 of losses deferred in AOCI in earnings during the next twelve months.
The
Company expects to incur additional interest expense of $21,807 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,
2016.
At
June 30, 2016, the Company had foreign exchange derivatives with maturities of up to 18 months and interest rate swaps with maturities of up to 40 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)
12. Other Comprehensive Income (Loss)
The changes in the components of other comprehensive income (loss) for the six months ended June 30, 2016 and 2015 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, 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
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015
|
|
$
|
(60,214
|
)
|
$
|
(225,091
|
)
|
$
|
(1,050,990
|
)
|
$
|
(1,336,295
|
)
|
$
|
(10,222
|
)
|
$
|
(1,346,517
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
|
697
|
|
|
-
|
|
|
112,939
|
|
|
113,636
|
|
|
3,056
|
|
|
116,692
|
|
Amounts reclassified from AOCI
|
|
|
8,037
|
|
|
9,681
|
|
|
-
|
|
|
17,718
|
|
|
-
|
|
|
17,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) after reclassifications
|
|
|
8,734
|
|
|
9,681
|
|
|
112,939
|
|
|
131,354
|
|
|
3,056
|
|
|
134,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2016
|
|
$
|
(51,480
|
)
|
$
|
(215,410
|
)
|
$
|
(938,051
|
)
|
$
|
(1,204,941
|
)
|
$
|
(7,166
|
)
|
$
|
(1,212,107
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications
out of AOCI for the six months ended June 30, 2016 and 2015 are as follows:
|
|
|
|
|
|
|
|
|
Details about AOCI Components
|
|
Amount of (Gain) Loss reclassified from
AOCI in Income
|
|
Location of (Gain) Loss reclassified
from AOCI in Income
|
|
|
2016
|
|
2015
|
|
|
(Gain) Loss related to cash flow hedges
|
|
|
|
|
|
|
|
|
Interest rate contracts
|
|
$
|
12,206
|
|
$
|
14,255
|
|
Interest income/expense
|
Foreign exchange contracts
|
|
|
(953
|
)
|
|
12,568
|
|
Costs of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
11,253
|
|
|
26,823
|
|
Total before tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,216
|
)
|
|
(7,295
|
)
|
Tax expense or benefit
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,037
|
|
$
|
19,528
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
Actuarial (Gain) Loss on defined benefit pension plans
|
|
|
|
|
|
|
|
|
Amortization of unrealized (gain) loss
|
|
|
15,367
|
|
|
17,335
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
15,367
|
|
|
17,335
|
|
Total before tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,686
|
)
|
|
(6,439
|
)
|
Tax expense or benefit
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,681
|
|
$
|
10,896
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
Total reclassifications for the period
|
|
$
|
17,718
|
|
$
|
30,424
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Included in the computation of net periodic pension cost (see Note 7 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)
13. Segment and Corporate Information
The Company's operating segments are the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment. 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, 2016 and 2015 is set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North
America
Segment
|
|
EMEA
Segment
|
|
Asia-Pacific
Segment
|
|
Latin
America
Segment
|
|
Segment
Total
|
|
Corporate
|
|
Total
|
|
Three months ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue external customers
|
|
$
|
3,167,723
|
|
$
|
676,337
|
|
$
|
396,757
|
|
$
|
174,966
|
|
$
|
4,415,783
|
|
$
|
4,706
|
|
$
|
4,420,489
|
|
Inter - segment revenue
|
|
|
1,116
|
|
|
-
|
|
|
4
|
|
|
66
|
|
|
1,186
|
|
|
(1,186
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
3,168,839
|
|
|
676,337
|
|
|
396,761
|
|
|
175,032
|
|
|
4,416,969
|
|
|
3,520
|
|
|
4,420,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
512,870
|
|
|
139,499
|
|
|
74,888
|
|
|
16,264
|
|
|
743,521
|
|
|
(102,431
|
)
|
|
641,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(107,889
|
)
|
|
(30,958
|
)
|
|
(12,052
|
)
|
|
(4,248
|
)
|
|
(155,147
|
)
|
|
(39,062
|
)
|
|
(194,209
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from equity method investees
|
|
|
14,406
|
|
|
(711
|
)
|
|
(785
|
)
|
|
561
|
|
|
13,471
|
|
|
-
|
|
|
13,471
|
|
Capital expenditures, acquisitions and investments
|
|
|
306,069
|
|
|
74,727
|
|
|
9,284
|
|
|
11,027
|
|
|
401,107
|
|
|
68,004
|
|
|
469,111
|
|
Three months ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Six months ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue external customers
|
|
$
|
6,211,512
|
|
$
|
1,307,121
|
|
$
|
771,091
|
|
$
|
328,218
|
|
$
|
8,617,942
|
|
$
|
7,875
|
|
$
|
8,625,817
|
|
Inter - segment revenue
|
|
|
2,136
|
|
|
-
|
|
|
10
|
|
|
98
|
|
|
2,244
|
|
|
(2,244
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
6,213,648
|
|
|
1,307,121
|
|
|
771,101
|
|
|
328,316
|
|
|
8,620,186
|
|
|
5,631
|
|
|
8,625,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income
|
|
|
949,316
|
|
|
269,343
|
|
|
139,968
|
|
|
27,145
|
|
|
1,385,772
|
|
|
(204,391
|
)
|
|
1,181,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(209,214
|
)
|
|
(59,180
|
)
|
|
(23,599
|
)
|
|
(7,848
|
)
|
|
(299,841
|
)
|
|
(76,151
|
)
|
|
(375,992
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from equity method investees
|
|
|
30,939
|
|
|
659
|
|
|
(227
|
)
|
|
671
|
|
|
32,042
|
|
|
-
|
|
|
32,042
|
|
Total assets
|
|
|
17,853,135
|
|
|
3,621,133
|
|
|
1,817,984
|
|
|
706,713
|
|
|
23,998,965
|
|
|
2,553,786
|
|
|
26,552,751
|
|
thereof investments in equity method investees
|
|
|
314,621
|
|
|
226,155
|
|
|
111,083
|
|
|
26,974
|
|
|
678,833
|
|
|
-
|
|
|
678,833
|
|
Capital expenditures, acquisitions and investments
(1)
|
|
|
549,539
|
|
|
103,770
|
|
|
17,855
|
|
|
15,818
|
|
|
686,982
|
|
|
123,365
|
|
|
810,347
|
|
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
(2),(3)
|
|
|
16,834,078
|
|
|
3,463,556
|
|
|
1,793,006
|
|
|
702,015
|
|
|
22,792,655
|
|
|
2,370,226
|
|
|
25,162,881
|
|
thereof investments in equity method investees
|
|
|
280,427
|
|
|
221,172
|
|
|
111,052
|
|
|
25,633
|
|
|
638,284
|
|
|
-
|
|
|
638,284
|
|
Capital expenditures, acquisitions and investments
(4)
|
|
|
287,403
|
|
|
72,184
|
|
|
23,935
|
|
|
10,901
|
|
|
394,423
|
|
|
123,919
|
|
|
518,342
|
|
(1) North America, EMEA and Latin America acquisitions exclude $8,370, $90,445 and $4,122 respectively of non-cash acquisitions for 2016.
(2) At June 30, 2015 debt issuance costs in the amount of $56,755 have been reclassified from Prepaid expenses and
other current assets and Other assets to Long-term debt and capital lease obligations to conform to the current year´s presentation.
65
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
(3) Deferred taxes which were classified as current at June 30, 2015 have been reclassified to noncurrent in
accordance with Accounting Standards Update 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes. Deferred taxes previously recorded in 2015 within current assets and
liabilities have been reclassified to noncurrent assets and liabilities in the amount of $223,648 and $36,402, respectively. As a result of deferred tax netting, noncurrent assets and liabilities were
then adjusted in the amount of $190,585.
(4) EMEA, Asia-Pacific and Latin America acquisitions exclude $16,105, $36,443 and $250, respectively, of non-cash
acquisitions for 2015.
14. 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,
|
|
|
|
2016
|
|
2015
|
|
Supplementary cash flow information:
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
194,824
|
|
$
|
188,963
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
(1)
|
|
$
|
330,334
|
|
$
|
235,696
|
|
|
|
|
|
|
|
|
|
Cash inflow for income taxes from stock option exercises
(2)
|
|
$
|
4,821
|
|
$
|
11,783
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
Details for acquisitions:
|
|
|
|
|
|
|
|
Assets acquired
|
|
$
|
(403,012
|
)
|
$
|
(138,683
|
)
|
Liabilities assumed
|
|
|
61,387
|
|
|
11,680
|
|
Noncontrolling interest subject to put provisions
|
|
|
43,538
|
|
|
15,680
|
|
Noncontrolling interest
|
|
|
14,112
|
|
|
(6,353
|
)
|
Non-cash consideration
|
|
|
72,953
|
|
|
50,404
|
|
|
|
|
|
|
|
|
|
Cash paid
|
|
|
(211,022
|
)
|
|
(67,272
|
)
|
Less cash acquired
|
|
|
14,715
|
|
|
2,968
|
|
|
|
|
|
|
|
|
|
Net cash paid for acquisitions
|
|
|
(196,307
|
)
|
|
(64,304
|
)
|
Cash paid for investments
|
|
|
(102,905
|
)
|
|
(14,450
|
)
|
Cash paid for intangible assets
|
|
|
(5,036
|
)
|
|
(21,837
|
)
|
|
|
|
|
|
|
|
|
Total cash paid for acquisitions and investments, net of cash acquired, and purchases of intangible assets
|
|
$
|
(304,248
|
)
|
$
|
(100,591
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Net of tax refund.
(2) Thereof the excess tax benefit allocated to additional paid-in capital for the six months ended June 30, 2016
and 2015 was $3,829 and $9,188, respectively.
15. Supplemental Condensed Combining Information
FMC Finance III, a former wholly-owned subsidiary of the Company, issued 6
7
/
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 6
7
/
8
% Senior Notes and the related indenture.
The 6
7
/
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 6
7
/
8
% Senior Notes and related guarantees were issued in an exchange offer registered
66
Table of Contents
FRESENIUS MEDICAL CARE AG & Co. KGaA
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except share and per share data)
under
the Securities Act of 1933. The financial statements in this report present the financial condition of the Company, on a consolidated basis at June 30, 2016 and December 31, 2015
and its results of operations and cash flows for the six-month periods ended June 30, 2016 and 2015. The following combining financial information for the Company is at June 30, 2016 and
December 31, 2015 and for the six-month periods ended June 30, 2016 and 2015, 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 guarantors 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.
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, 2016
|
|
|
|
Issuer
|
|
Guarantors
|
|
|
|
|
|
|
|
|
|
FMC US
Finance
|
|
FMC - AG &
Co. KGaA
|
|
D-GmbH
|
|
FMCH
|
|
Non-Guarantor
Subsidiaries
|
|
Combining
Adjustment
|
|
Combined
Total
|
|
Net revenue
|
|
$
|
-
|
|
$
|
-
|
|
$
|
929,862
|
|
$
|
-
|
|
$
|
9,292,138
|
|
$
|
(1,596,183
|
)
|
$
|
8,625,817
|
|
Cost of revenue
|
|
|
-
|
|
|
-
|
|
|
587,010
|
|
|
-
|
|
|
6,905,961
|
|
|
(1,583,333
|
)
|
|
5,909,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
-
|
|
|
-
|
|
|
342,852
|
|
|
-
|
|
|
2,386,177
|
|
|
(12,850
|
)
|
|
2,716,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
(1)
|
|
|
-
|
|
|
93,559
|
|
|
103,792
|
|
|
(5
|
)
|
|
1,252,766
|
|
|
8,448
|
|
|
1,458,560
|
|
Research and development
|
|
|
-
|
|
|
-
|
|
|
42,496
|
|
|
-
|
|
|
33,742
|
|
|
-
|
|
|
76,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
-
|
|
|
(93,559
|
)
|
|
196,564
|
|
|
5
|
|
|
1,099,669
|
|
|
(21,298
|
)
|
|
1,181,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest, net
|
|
|
(3,549
|
)
|
|
95,981
|
|
|
(1,649
|
)
|
|
116,374
|
|
|
628
|
|
|
-
|
|
|
207,785
|
|
Other, net
|
|
|
-
|
|
|
(721,085
|
)
|
|
128,113
|
|
|
(414,587
|
)
|
|
-
|
|
|
1,007,559
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
3,549
|
|
|
531,545
|
|
|
70,100
|
|
|
298,218
|
|
|
1,099,041
|
|
|
(1,028,857
|
)
|
|
973,596
|
|
Income tax expense (benefit)
|
|
|
1,288
|
|
|
9,579
|
|
|
55,846
|
|
|
(45,908
|
)
|
|
412,349
|
|
|
(126,454
|
)
|
|
306,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss)
|
|
|
2,261
|
|
|
521,966
|
|
|
14,254
|
|
|
344,126
|
|
|
686,692
|
|
|
(902,403
|
)
|
|
666,896
|
|
Net Income attributable to noncontrolling interests
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
144,930
|
|
|
-
|
|
|
144,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to shareholders of FMC-AG & Co. KGaA
|
|
$
|
2,261
|
|
$
|
521,966
|
|
$
|
14,254
|
|
$
|
344,126
|
|
$
|
541,762
|
|
$
|
(902,403
|
)
|
$
|
521,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 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.
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, 2016
|
|
|
|
Issuer
|
|
Guarantors
|
|
|
|
|
|
|
|
|
|
FMC
US Finance
|
|
FMC - AG & Co.
KGaA
|
|
D-GmbH
|
|
FMCH
|
|
Non-Guarantor
Subsidiaries
|
|
Combining
Adjustment
|
|
Combined
Total
|
|
Net Income
|
|
$
|
2,261
|
|
$
|
521,966
|
|
$
|
14,254
|
|
$
|
344,126
|
|
$
|
686,692
|
|
$
|
(902,403
|
)
|
$
|
666,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) related to cash flow hedges
|
|
|
-
|
|
|
12,138
|
|
|
1,291
|
|
|
-
|
|
|
(1,115
|
)
|
|
-
|
|
|
12,314
|
|
Actuarial gain (loss) on defined benefit pension plans
|
|
|
-
|
|
|
201
|
|
|
3,397
|
|
|
11,456
|
|
|
313
|
|
|
-
|
|
|
15,367
|
|
Gain (loss) related to foreign currency translation
|
|
|
-
|
|
|
(60,781
|
)
|
|
11,279
|
|
|
-
|
|
|
167,273
|
|
|
(1,776
|
)
|
|
115,995
|
|
Income tax (expense) benefit related to components of other comprehensive income
|
|
|
-
|
|
|
(3,547
|
)
|
|
(1,392
|
)
|
|
(4,520
|
)
|
|
193
|
|
|
-
|
|
|
(9,266
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax
|
|
|
-
|
|
|
(51,989
|
)
|
|
14,575
|
|
|
6,936
|
|
|
166,664
|
|
|
(1,776
|
)
|
|
134,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
2,261
|
|
$
|
469,977
|
|
$
|
28,829
|
|
$
|
351,062
|
|
$
|
853,356
|
|
$
|
(904,179
|
)
|
$
|
801,306
|
|
Comprehensive income attributable to noncontrolling interests
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
147,986
|
|
|
147,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA
|
|
$
|
2,261
|
|
$
|
469,977
|
|
$
|
28,829
|
|
$
|
351,062
|
|
$
|
853,356
|
|
$
|
(1,052,165
|
)
|
$
|
653,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2016
|
|
|
|
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
|
|
$
|
96
|
|
$
|
13,587
|
|
$
|
114
|
|
$
|
-
|
|
$
|
695,299
|
|
$
|
13,639
|
|
$
|
722,735
|
|
Trade accounts receivable, less allowance for doubtful accounts
|
|
|
-
|
|
|
-
|
|
|
154,569
|
|
|
-
|
|
|
3,314,662
|
|
|
(672
|
)
|
|
3,468,559
|
|
Accounts receivable from related parties
|
|
|
1,266,296
|
|
|
965,026
|
|
|
781,912
|
|
|
2,418,791
|
|
|
3,705,781
|
|
|
(8,958,798
|
)
|
|
179,008
|
|
Inventories
|
|
|
-
|
|
|
-
|
|
|
287,202
|
|
|
-
|
|
|
1,261,729
|
|
|
(164,652
|
)
|
|
1,384,279
|
|
Prepaid expenses and other current assets
|
|
|
-
|
|
|
84,693
|
|
|
78,624
|
|
|
883
|
|
|
1,319,907
|
|
|
38,479
|
|
|
1,522,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,266,392
|
|
|
1,063,306
|
|
|
1,302,421
|
|
|
2,419,674
|
|
|
10,297,378
|
|
|
(9,072,004
|
)
|
|
7,277,167
|
|
Property, plant and equipment, net
|
|
|
-
|
|
|
540
|
|
|
284,295
|
|
|
-
|
|
|
3,485,573
|
|
|
(107,435
|
)
|
|
3,662,973
|
|
Intangible assets
|
|
|
-
|
|
|
1,389
|
|
|
50,299
|
|
|
-
|
|
|
783,355
|
|
|
(78
|
)
|
|
834,965
|
|
Goodwill
|
|
|
-
|
|
|
-
|
|
|
54,427
|
|
|
-
|
|
|
13,370,645
|
|
|
-
|
|
|
13,425,072
|
|
Deferred taxes
|
|
|
-
|
|
|
104,491
|
|
|
32,037
|
|
|
-
|
|
|
174,174
|
|
|
(133,132
|
)
|
|
177,570
|
|
Other assets
(1)
|
|
|
-
|
|
|
14,519,919
|
|
|
45,489
|
|
|
13,407,274
|
|
|
6,299,705
|
|
|
(33,097,383
|
)
|
|
1,175,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,266,392
|
|
$
|
15,689,645
|
|
$
|
1,768,968
|
|
$
|
15,826,948
|
|
$
|
34,410,830
|
|
$
|
(42,410,032
|
)
|
$
|
26,552,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
-
|
|
$
|
7,999
|
|
$
|
28,297
|
|
$
|
-
|
|
$
|
538,340
|
|
$
|
-
|
|
$
|
574,636
|
|
Accounts payable to related parties
|
|
|
-
|
|
|
299,419
|
|
|
623,762
|
|
|
1,668,015
|
|
|
5,513,125
|
|
|
(7,886,737
|
)
|
|
217,584
|
|
Accrued expenses and other current liabilities
|
|
|
29,771
|
|
|
108,430
|
|
|
139,108
|
|
|
15,713
|
|
|
2,391,500
|
|
|
(31,856
|
)
|
|
2,652,666
|
|
Short-term debt
|
|
|
-
|
|
|
610,523
|
|
|
-
|
|
|
-
|
|
|
94,130
|
|
|
-
|
|
|
704,653
|
|
Short-term debt from related parties
|
|
|
-
|
|
|
1,298,708
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,295,377
|
)
|
|
3,331
|
|
Current portion of long-term debt and capital lease obligations
|
|
|
-
|
|
|
26,487
|
|
|
1,245
|
|
|
200,000
|
|
|
446,790
|
|
|
-
|
|
|
674,522
|
|
Income tax payable
|
|
|
-
|
|
|
12,135
|
|
|
-
|
|
|
-
|
|
|
77,244
|
|
|
2,805
|
|
|
92,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
29,771
|
|
|
2,363,701
|
|
|
792,412
|
|
|
1,883,728
|
|
|
9,061,129
|
|
|
(9,211,165
|
)
|
|
4,919,576
|
|
Long term debt and capital lease obligations, less current portion
|
|
|
1,155,137
|
|
|
669,312
|
|
|
4,426
|
|
|
1,984,241
|
|
|
6,464,949
|
|
|
(2,575,590
|
)
|
|
7,702,475
|
|
Long term debt from related parties
|
|
|
-
|
|
|
2,321,560
|
|
|
-
|
|
|
2,714,492
|
|
|
-
|
|
|
(5,036,052
|
)
|
|
-
|
|
Other liabilities
|
|
|
-
|
|
|
111,024
|
|
|
1,394
|
|
|
466,869
|
|
|
(103,618
|
)
|
|
36,098
|
|
|
511,767
|
|
Pension liabilities
|
|
|
-
|
|
|
16,441
|
|
|
331,817
|
|
|
-
|
|
|
291,462
|
|
|
(30,362
|
)
|
|
609,358
|
|
Income tax payable
|
|
|
839
|
|
|
27,616
|
|
|
-
|
|
|
-
|
|
|
8,050
|
|
|
124,953
|
|
|
161,458
|
|
Deferred taxes
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
632,951
|
|
|
(37,690
|
)
|
|
595,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,185,747
|
|
|
5,509,654
|
|
|
1,130,049
|
|
|
7,049,330
|
|
|
16,354,923
|
|
|
(16,729,808
|
)
|
|
14,499,895
|
|
Noncontrolling interests subject to put provisions and other temporary equity
|
|
|
-
|
|
|
-
|
|
|
0
|
|
|
-
|
|
|
1,223,821
|
|
|
-
|
|
|
1,223,821
|
|
Redeemable Preferred Stock
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
235,141
|
|
|
(235,141
|
)
|
|
-
|
|
|
-
|
|
Total FMC-AG & Co. KGaA shareholders' equity
|
|
|
80,645
|
|
|
10,179,991
|
|
|
638,919
|
|
|
8,542,477
|
|
|
16,418,183
|
|
|
(25,680,224
|
)
|
|
10,179,991
|
|
Noncontrolling interests not subject to put provisions
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
649,044
|
|
|
-
|
|
|
649,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
80,645
|
|
|
10,179,991
|
|
|
638,919
|
|
|
8,542,477
|
|
|
17,067,227
|
|
|
(25,680,224
|
)
|
|
10,829,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
1,266,392
|
|
$
|
15,689,645
|
|
$
|
1,768,968
|
|
$
|
15,826,948
|
|
$
|
34,410,830
|
|
$
|
(42,410,032
|
)
|
$
|
26,552,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Other assets 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, 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
|
|
$
|
2
|
|
$
|
448
|
|
$
|
5,055
|
|
$
|
-
|
|
$
|
544,443
|
|
$
|
(448
|
)
|
$
|
549,500
|
|
Trade accounts receivable, less allowance for doubtful accounts
|
|
|
-
|
|
|
-
|
|
|
144,105
|
|
|
-
|
|
|
3,140,355
|
|
|
736
|
|
|
3,285,196
|
|
Accounts receivable from related parties
|
|
|
1,266,557
|
|
|
985,449
|
|
|
682,359
|
|
|
2,434,976
|
|
|
4,002,451
|
|
|
(9,153,507
|
)
|
|
218,285
|
|
Inventories
|
|
|
-
|
|
|
-
|
|
|
233,012
|
|
|
-
|
|
|
1,256,252
|
|
|
(148,513
|
)
|
|
1,340,751
|
|
Prepaid expenses and other current assets
|
|
|
-
|
|
|
91,902
|
|
|
60,024
|
|
|
983
|
|
|
1,186,883
|
|
|
34,923
|
|
|
1,374,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,266,559
|
|
|
1,077,799
|
|
|
1,124,555
|
|
|
2,435,959
|
|
|
10,130,384
|
|
|
(9,266,809
|
)
|
|
6,768,447
|
|
Property, plant and equipment, net
|
|
|
-
|
|
|
595
|
|
|
267,926
|
|
|
-
|
|
|
3,260,604
|
|
|
(103,551
|
)
|
|
3,425,574
|
|
Intangible assets
|
|
|
-
|
|
|
1,653
|
|
|
51,593
|
|
|
-
|
|
|
777,319
|
|
|
(76
|
)
|
|
830,489
|
|
Goodwill
|
|
|
-
|
|
|
-
|
|
|
49,599
|
|
|
-
|
|
|
12,983,151
|
|
|
-
|
|
|
13,032,750
|
|
Deferred taxes
|
|
|
-
|
|
|
91,392
|
|
|
27,626
|
|
|
-
|
|
|
221,211
|
|
|
(151,396
|
)
|
|
188,833
|
|
Other assets
(1)
|
|
|
-
|
|
|
13,950,467
|
|
|
43,452
|
|
|
13,256,088
|
|
|
6,372,300
|
|
|
(32,503,146
|
)
|
|
1,119,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,266,559
|
|
$
|
15,121,906
|
|
$
|
1,564,751
|
|
$
|
15,692,047
|
|
$
|
33,744,969
|
|
$
|
(42,024,978
|
)
|
$
|
25,365,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
-
|
|
$
|
7,233
|
|
$
|
22,914
|
|
$
|
-
|
|
$
|
597,681
|
|
$
|
-
|
|
$
|
627,828
|
|
Accounts payable to related parties
|
|
|
-
|
|
|
277,986
|
|
|
497,410
|
|
|
1,668,390
|
|
|
5,386,272
|
|
|
(7,677,035
|
)
|
|
153,023
|
|
Accrued expenses and other current liabilities
|
|
|
29,771
|
|
|
61,216
|
|
|
118,047
|
|
|
15,527
|
|
|
2,285,939
|
|
|
(7,363
|
)
|
|
2,503,137
|
|
Short-term debt
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
109,700
|
|
|
(448
|
)
|
|
109,252
|
|
Short-term debt from related parties
|
|
|
-
|
|
|
1,757,402
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,738,350
|
)
|
|
19,052
|
|
Current portion of long-term debt and capital lease obligations
|
|
|
-
|
|
|
25,228
|
|
|
-
|
|
|
200,000
|
|
|
439,107
|
|
|
-
|
|
|
664,335
|
|
Income tax payable
|
|
|
-
|
|
|
20,898
|
|
|
-
|
|
|
-
|
|
|
51,921
|
|
|
-
|
|
|
72,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
29,771
|
|
|
2,149,963
|
|
|
638,371
|
|
|
1,883,917
|
|
|
8,870,620
|
|
|
(9,423,196
|
)
|
|
4,149,446
|
|
Long term debt and capital lease obligations, less current portion
|
|
|
1,157,603
|
|
|
663,515
|
|
|
-
|
|
|
2,113,544
|
|
|
6,657,108
|
|
|
(2,738,283
|
)
|
|
7,853,487
|
|
Long term debt from related parties
|
|
|
-
|
|
|
2,276,600
|
|
|
-
|
|
|
2,680,741
|
|
|
-
|
|
|
(4,957,341
|
)
|
|
-
|
|
Other liabilities
|
|
|
-
|
|
|
117,444
|
|
|
1,612
|
|
|
488,142
|
|
|
(176,998
|
)
|
|
35,425
|
|
|
465,625
|
|
Pension liabilities
|
|
|
-
|
|
|
15,342
|
|
|
315,171
|
|
|
-
|
|
|
284,589
|
|
|
(29,774
|
)
|
|
585,328
|
|
Income tax payable
|
|
|
801
|
|
|
11,900
|
|
|
-
|
|
|
-
|
|
|
22,060
|
|
|
127,739
|
|
|
162,500
|
|
Deferred taxes
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
693,815
|
|
|
(69,315
|
)
|
|
624,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,188,175
|
|
|
5,234,764
|
|
|
955,154
|
|
|
7,166,344
|
|
|
16,351,194
|
|
|
(17,054,745
|
)
|
|
13,840,886
|
|
Noncontrolling interests subject to put provisions and other temporary equity
|
|
|
-
|
|
|
-
|
|
|
0
|
|
|
-
|
|
|
1,028,368
|
|
|
-
|
|
|
1,028,368
|
|
Redeemable Preferred Stock
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
235,141
|
|
|
(235,141
|
)
|
|
-
|
|
|
-
|
|
Total FMC-AG & Co. KGaA shareholders' equity
|
|
|
78,384
|
|
|
9,887,142
|
|
|
609,597
|
|
|
8,290,562
|
|
|
15,991,690
|
|
|
(24,970,233
|
)
|
|
9,887,142
|
|
Noncontrolling interests not subject to put provisions
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
608,858
|
|
|
-
|
|
|
608,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
78,384
|
|
|
9,887,142
|
|
|
609,597
|
|
|
8,290,562
|
|
|
16,600,548
|
|
|
(24,970,233
|
)
|
|
10,496,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
1,266,559
|
|
$
|
15,121,906
|
|
$
|
1,564,751
|
|
$
|
15,692,047
|
|
$
|
33,744,969
|
|
$
|
(42,024,978
|
)
|
$
|
25,365,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Other assets 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, 2016
|
|
|
|
Issuer
|
|
Guarantors
|
|
|
|
|
|
|
|
|
|
FMC
US Finance
|
|
FMC - AG &
Co. KGaA
|
|
D-GmbH
|
|
FMCH
|
|
Non-
Guarantor
Subsidiaries
|
|
Combining
Adjustment
|
|
Combined
Total
|
|
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,261
|
|
$
|
521,966
|
|
$
|
14,254
|
|
$
|
344,126
|
|
$
|
686,692
|
|
$
|
(902,403
|
)
|
$
|
666,896
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity affiliate income
|
|
|
-
|
|
|
(450,103
|
)
|
|
-
|
|
|
(414,587
|
)
|
|
-
|
|
|
864,690
|
|
|
-
|
|
Depreciation and amortization
|
|
|
-
|
|
|
422
|
|
|
28,893
|
|
|
-
|
|
|
361,347
|
|
|
(14,670
|
)
|
|
375,992
|
|
Change in deferred taxes, net
|
|
|
-
|
|
|
(15,525
|
)
|
|
(5,204
|
)
|
|
-
|
|
|
(3,085
|
)
|
|
(1,882
|
)
|
|
(25,696
|
)
|
(Gain) loss on sale of fixed assets and investments
|
|
|
-
|
|
|
(19
|
)
|
|
(134
|
)
|
|
-
|
|
|
(5,596
|
)
|
|
-
|
|
|
(5,749
|
)
|
(Write Up) write-off loans from related parties
|
|
|
-
|
|
|
(415
|
)
|
|
(5,393
|
)
|
|
-
|
|
|
-
|
|
|
5,808
|
|
|
-
|
|
Compensation expense related to stock options
|
|
|
-
|
|
|
6,196
|
|
|
-
|
|
|
-
|
|
|
2,009
|
|
|
-
|
|
|
8,205
|
|
Investments in equity method investees, net
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(28,292
|
)
|
|
-
|
|
|
(28,292
|
)
|
Changes in assets and liabilities, net of amounts from businesses acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable, net
|
|
|
-
|
|
|
-
|
|
|
(7,657
|
)
|
|
-
|
|
|
(120,976
|
)
|
|
1,429
|
|
|
(127,204
|
)
|
Inventories
|
|
|
-
|
|
|
-
|
|
|
(49,842
|
)
|
|
-
|
|
|
11,256
|
|
|
11,719
|
|
|
(26,867
|
)
|
Prepaid expenses and other current and non-current assets
|
|
|
-
|
|
|
41,215
|
|
|
(17,578
|
)
|
|
(4,134
|
)
|
|
(125,097
|
)
|
|
14,082
|
|
|
(91,512
|
)
|
Accounts receivable from / payable to related parties
|
|
|
(417
|
)
|
|
(731,559
|
)
|
|
170,435
|
|
|
53,546
|
|
|
489,268
|
|
|
53,762
|
|
|
35,035
|
|
Accounts payable, accrued expenses and other current and non-current liabilities
|
|
|
-
|
|
|
35,222
|
|
|
37,501
|
|
|
186
|
|
|
(9,574
|
)
|
|
(340
|
)
|
|
62,995
|
|
Income tax payable
|
|
|
38
|
|
|
6,338
|
|
|
-
|
|
|
(45,908
|
)
|
|
55,668
|
|
|
(2,491
|
)
|
|
13,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
1,882
|
|
|
(586,262
|
)
|
|
165,275
|
|
|
(66,771
|
)
|
|
1,313,620
|
|
|
29,704
|
|
|
857,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
-
|
|
|
(102
|
)
|
|
(40,949
|
)
|
|
-
|
|
|
(481,204
|
)
|
|
16,156
|
|
|
(506,099
|
)
|
Proceeds from sale of property, plant and equipment
|
|
|
-
|
|
|
64
|
|
|
231
|
|
|
-
|
|
|
7,811
|
|
|
-
|
|
|
8,106
|
|
Disbursement of loans to related parties
|
|
|
-
|
|
|
217,040
|
|
|
-
|
|
|
217,135
|
|
|
-
|
|
|
(434,175
|
)
|
|
-
|
|
Acquisitions and investments, net of cash acquired, and purchases of intangible assets
|
|
|
-
|
|
|
(26,341
|
)
|
|
(150
|
)
|
|
-
|
|
|
(304,098
|
)
|
|
26,341
|
|
|
(304,248
|
)
|
Proceeds from divestitures
|
|
|
-
|
|
|
79,840
|
|
|
-
|
|
|
-
|
|
|
129,034
|
|
|
(61,970
|
)
|
|
146,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
-
|
|
|
270,501
|
|
|
(40,868
|
)
|
|
217,135
|
|
|
(648,457
|
)
|
|
(453,648
|
)
|
|
(655,337
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings, net
|
|
|
-
|
|
|
597,565
|
|
|
(129,540
|
)
|
|
-
|
|
|
110,525
|
|
|
-
|
|
|
578,550
|
|
Long-term debt and capital lease obligations, net
|
|
|
(1,788
|
)
|
|
(13,391
|
)
|
|
67
|
|
|
(150,364
|
)
|
|
(486,829
|
)
|
|
434,174
|
|
|
(218,131
|
)
|
Increase (decrease) of accounts receivable securitization
program
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(51,000
|
)
|
|
-
|
|
|
(51,000
|
)
|
Proceeds from exercise of stock options
|
|
|
-
|
|
|
17,497
|
|
|
-
|
|
|
-
|
|
|
3,441
|
|
|
-
|
|
|
20,938
|
|
Dividends paid
|
|
|
-
|
|
|
(277,176
|
)
|
|
-
|
|
|
-
|
|
|
(16,290
|
)
|
|
16,290
|
|
|
(277,176
|
)
|
Capital increase (decrease)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
12,433
|
|
|
(12,433
|
)
|
|
-
|
|
Distributions to noncontrolling interest
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(144,772
|
)
|
|
-
|
|
|
(144,772
|
)
|
Contributions from noncontrolling interest
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
40,252
|
|
|
-
|
|
|
40,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(1,788
|
)
|
|
324,495
|
|
|
(129,473
|
)
|
|
(150,364
|
)
|
|
(532,240
|
)
|
|
438,031
|
|
|
(51,339
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
-
|
|
|
4,405
|
|
|
125
|
|
|
-
|
|
|
17,933
|
|
|
-
|
|
|
22,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
94
|
|
|
13,139
|
|
|
(4,941
|
)
|
|
-
|
|
|
150,856
|
|
|
14,087
|
|
|
173,235
|
|
Cash and cash equivalents at beginning of period
|
|
|
2
|
|
|
448
|
|
|
5,055
|
|
|
-
|
|
|
544,443
|
|
|
(448
|
)
|
|
549,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
96
|
|
$
|
13,587
|
|
$
|
114
|
|
$
|
-
|
|
$
|
695,299
|
|
$
|
13,639
|
|
$
|
722,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73
Table of Contents
Quantitative and Qualitative Disclosures About Market Risk
During the period ended June 30, 2016, 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, 2015.
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. See Item 15B. "Management's annual report on internal control over financial reporting" in the Annual Report on Form 20-F for the year ended December 31, 2015
for more information regarding the effectiveness and inherent limitations over internal controls.
During
the three-month period ended June 30, 2016, 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 10 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 is implementing enhancements to its anti-corruption compliance program, including internal controls related to
compliance with international anti-bribery laws.
75
Table of Contents
OTHER INFORMATION
Legal and Regulatory Matters
The information in Note 10 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 12, 2016. Prior to the presentation of
resolutions to the shareholders for vote, representation was as follows:
Out
of the capital stock 306,368,969.00 in EUR, 238,277,107 shares were represented, which accounted for 77.77% of the share capital.
76
Table of Contents
The
nine resolutions and seven elections proposed for action by the ordinary shareholders at the AGM and the voting results thereon are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 2015
|
|
|
99.97
|
%
|
|
0.03
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 2
|
|
Resolution on the allocation of distributable profit
|
|
|
99.96
|
%
|
|
0.04
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 3
|
|
Resolution on the approval of the actions of the General Partner for the fiscal year 2015
|
|
|
99.92
|
%
|
|
0.08
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 4
|
|
Resolution on the approval of the actions of the members of the Supervisory Board for the fiscal year 2015
|
|
|
99.92
|
%
|
|
0.08
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 5
|
|
Election of the auditors and consolidated group auditors for the fiscal year 2016
|
|
|
94.67
|
%
|
|
5.33
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 6
|
|
Resolution on the approval of the revised compensation system for the members of the Management Board of the General Partner
|
|
|
76.03
|
%
|
|
23.97
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 7a
|
|
Election to the Supervisory Board Dr. Gerd Krick
|
|
|
85.98
|
%
|
|
14.02
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 7b
|
|
Election to the Supervisory Board Herr Dr. Dieter Schenk
|
|
|
70.81
|
%
|
|
29.19
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 7c
|
|
Election to the Supervisory Board and to the Joint Committee Mr. Rolf A. Classon
|
|
|
85.21
|
%
|
|
14.79
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 7d
|
|
Election to the Supervisory Board and to the Joint Committee Mr. William P. Johnston
|
|
|
94.12
|
%
|
|
5.88
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 7e
|
|
Election to the Supervisory Board Mrs. Deborah Doyle McWhinney
|
|
|
96.10
|
%
|
|
3.90
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 7f
|
|
Election to the Supervisory Board Mrs. Pascale Witz
|
|
|
96.58
|
%
|
|
3.42
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 8
|
|
Resolution on modifications of the remuneration of the members of the Supervisory Board and its committees and on the corresponding amendments to Article 13 of the Company's Articles of Association
|
|
|
95.46
|
%
|
|
4.54
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 9
|
|
Resolution on the authorization to purchase and use treasury shares pursuant to section 71(1) No.8 Aktg and on the exclusion of subscription rights
|
|
|
96.10
|
%
|
|
3.90
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 10
|
|
Resolution on the approval of the amendment of the Pooling Agreement entered into by the Company, Fresenius SE & Co. KGaA and Independent Directors
|
|
|
99.96
|
%
|
|
0.04
|
%
|
|
|
|
|
|
|
|
|
|
|
TOPIC 11
|
|
Resolution on the modification of existing authorization to grant options to managerial staff members (Führungskräfte) and members of the management of Fresenius Medical Care AG & Co. KGaA or an
affiliated company (Stock Option Program 2011)
|
|
|
99.32
|
%
|
|
0.68
|
%
|
77
Table of Contents
Exhibits
|
|
|
Exhibit No.
|
|
|
|
|
|
1.1
|
|
Amended Articles of Association (Satzung) of the Registrant (filed herewith) (convenience translation).
|
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, 2016 from FMC-AG & Co. KGaA's Report on Form 6-K for the month of August 2016, 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.
|
78
Table of Contents