Quarterly Report • Nov 1, 2019
Quarterly Report
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applying International Financial Reporting Standards (IFRS)
1st – 3rd Quarter and 3rd Quarter 2019
64 Financial Calendar
This Quarterly Financial Report was published on November 1, 2019
Fresenius is a global health care group providing products and services for dialysis, hospitals, and outpatient medical care. In addition, Fresenius focuses on hospital operations. We also manage projects and provide services for hospitals and other health care facilities. In 2018, Group sales were € 33.5 billion. As of September 30, 2019, more than 292,000 employees have dedicated themselves to the service of health in about 100 countries worldwide.
| € in millions | Sept. 30, 2019 5 | Dec. 31, 2018 | Change |
|---|---|---|---|
| Total assets | 61,092 | 56,703 | 8% |
| Non-current assets | 45,912 | 41,913 | 10% |
| Equity | 26,928 | 25,008 | 8% |
| Net debt | 19,515 | 16,275 | 20% |
| Investments (Q1 – 3 2019 / Q1 – 3 2018) | 3,884 | 2,246 | 73% |
| Q3 / 2019 | Q3 / 2018 | Q1 – 3 / 2019 | Q1 – 3 / 2018 | |
|---|---|---|---|---|
| EBITDA margin 2 | 17.2% | 17.9% | 17.1% | 18.0% |
| EBIT margin 2 | 12.7% | 13.6% | 12.7% | 13.6% |
| Depreciation and amortization in % of sales 1, 7 | 4.5% | 4.3% | 4.4% | 4.4% |
| Operating cash fl ow in % of sales 5 | 14.6% | 15.8% | 9.3% | 10.3% |
| Equity ratio 5 (September 30 / December 31) |
44.1% | 44.1% | ||
| Net debt / EBITDA5,6,7,8 (September 30 / December 31) | 3.13 | 2.71 |
On a comparable basis: Q3 / 18 and Q1 – 3 / 18 adjusted for divestitures of Care Coordination activities at FMC; Q3/ 19 and Q1 – 3 / 19 adjusted for IFRS 16 effect
On a comparable basis: Q3 / 18 and Q1 – 3 / 18 adjusted for divestitures of Care Coordination activities at FMC, before special items; Q3 / 19 and Q1 – 3 / 19 before special items
and adjusted for IFRS 16 effect Net income attributable to shareholders of Fresenius SE & Co. KGaA
After special items and including IFRS 16 effect
Adjusted for IFRS 16 effect 6 At LTM average exchange rates for both net debt and EBITDA; pro forma closed acquisitions / divestitures
Before special items
8 Including acquisition of NxStage
| € in millions | Q3 / 2019 1 | Q3 / 2018 2 | Growth | Growth in constant currency |
Q1 – 3 / 2019 1 | Q1 – 3 / 2018 2 | Growth | Growth in constant currency |
|---|---|---|---|---|---|---|---|---|
| Sales | 4,375 | 4,051 | 8% | 5% | 12,784 | 11,731 | 9% | 5% |
| EBIT | 599 | 592 | 1% | - 3% | 1,641 | 1,656 | - 1% | - 5% |
| Net income 3 | 363 | 343 | 6% | 2% | 961 | 946 | 2% | - 3% |
| Operating cash fl ow 6 | 715 | 753 | - 5% | 1,350 | 1,364 | - 1% | ||
| Investments / Acquisitions | 394 | 734 | - 46% | 2,856 | 1,552 | 84% | ||
| R & D expenses | 62 | 25 | 148% | 137 | 95 | 44% | ||
| Employees (Sept. 30 / Dec. 31) | 128,114 | 120,328 | 6% |
FRESENIUS KABI – IV drugs, Biosimilars, Clinical nutrition, Infusion therapy, Medical devices / Transfusion technology
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth | Growth in constant currency |
Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth | Growth in constant currency |
|---|---|---|---|---|---|---|---|---|
| Sales | 1,761 | 1,650 | 7% | 5% | 5,153 | 4,857 | 6% | 5% |
| EBIT 4 | 306 | 297 | 3% | 1% | 917 | 854 | 7% | 4% |
| Net income 4, 5 | 204 | 199 | 3% | 0% | 618 | 554 | 12% | 8% |
| Operating cash fl ow 6 | 362 | 366 | - 1% | 695 | 820 | - 15% | ||
| Investments / Acquisitions | 189 | 164 | 15% | 558 | 338 | 65% | ||
| R & D expenses | 140 | 133 | 5% | 353 | 389 | - 9% | ||
| Employees (Sept. 30 / Dec. 31) | 39,780 | 37,843 | 5% |
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth | Growth adjusted 7 |
|---|---|---|---|---|---|---|---|
| Sales | 2,230 | 2,088 | 7% | 6,890 | 6,762 | 2% | 5% |
| EBIT 6 | 183 | 204 | - 10% | 723 | 775 | - 7% | - 5% |
| Net income 5, 6 | 113 | 128 | - 12% | 472 | 516 | - 9% | |
| Operating cash fl ow 6 | 183 | 128 | 43% | 471 | 387 | 22% | |
| Investments / Acquisitions | 116 | 105 | 10% | 382 | 286 | 34% | |
| Employees (Sept. 30 / Dec. 31) | 105,309 | 100,144 | 5% |
FRESENIUS VAMED – Projects and services for hospitals and other health care facilities, post-acute care provider
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth | Growth adjusted 7 |
|---|---|---|---|---|---|---|---|
| Sales | 562 | 476 | 18% | 1,469 | 991 | 48% | 28% |
| EBIT 6 | 34 | 31 | 10% | 65 | 49 | 33% | 0% |
| Net income 6, 8 | 22 | 22 | 0% | 41 | 33 | 24% | |
| Operating cash fl ow 6 | 27 | 54 | - 50% | - 38 | - 2 | -- | |
| Investments / Acquisitions | 10 | 476 | - 98% | 35 | 513 | - 93% | |
| Order intake | 240 | 112 | 114% | 738 | 567 | 30% | |
| Employees (Sept. 30 / Dec. 31) | 18,189 | 17,299 | 5% |
On an adjusted basis: before special items (transaction-related expenses, gain related to divestitures of Care Coordination activities,
expenses associated with the cost optimization program), adjusted for IFRS 16 effect, excluding effects from NxStage transaction
Q3 / 18 and Q1 – 3 / 18 before special items and adjusted for divestitures of Care Coordination activities Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
On a comparable basis: before special items and adjusted for IFRS 16 effect
Net income attributable to shareholders of Fresenius SE & Co. KGaA
6 Q3 / 19 and Q1 – 3 / 19 adjusted for IFRS 16 effect
Adjusted for the German post-acute care business transferred from Fresenius Helios to Fresenius Vamed as of July 1, 2018
8 Net income attributable to shareholders of VAMED AG
Since the beginning of the year, the Fresenius share moved sideways and closed after the first nine months at € 42.90.
In the fi rst nine months of 2019, the global economy showed a gradual slowdown in economic growth overall. Among the unfavorable factors are geopolitical and economic risks, such as the continuing uncertainty about the Brexit and the renewed trade confl icts between the U.S. and China. According to the ECB's current forecast, the economy in the euro zone will grow by 1.1% this year. The ECB left its key interest rate unchanged at 0.00% post its September meeting.
The Federal Reserve's latest forecast projects the U.S. economy to grow by 2.2% in 2019. The U.S. Federal Reserve lowered the existing interest rates corridor by 25bps to 1.75% to 2.00% at its September meeting.
Within this economic environment, the DAX increased by 18% in the fi rst nine months of 2019 to 12,428 points. The Fresenius share closed at € 42.90 on September 30, 2019. This represents an increase of 1% over the same period.
| Q1 – 3 / 2019 | 2018 | Growth | |
|---|---|---|---|
| Number of shares (September 30 / December 31) | 557,201,495 | 556,225,154 | 0% |
| Quarter-end quotation in € | 42.90 | 42.38 | 1% |
| High in € | 52.42 | 70.94 | - 26% |
| Low in € | 41.20 | 38.99 | 6% |
| Ø Trading volume (number of shares per trading day) | 1,700,700 | 1,648,837 | 3% |
| Market capitalization, € in millions (September 30 / December 31) | 23,901 | 23,573 | 1% |
FRESENIUS CONFIRMS GUIDANCE AFTER SOLID THIRD QUARTER
| Q3 / 2019 1 | Q1 – 3 / 2019 1 | |||||||
|---|---|---|---|---|---|---|---|---|
| On a comparable basis 2 |
Including IFRS 16 effect |
Growth 2, 3 | Growth 2, 3 in constant currency |
On a comparable basis 2 |
Including IFRS 16 effect |
Growth 2, 3 | Growth 2, 3 in constant currency |
|
| Sales | € 8.9 bn | € 8.8 bn | 8% | 6% | € 26.2 bn | € 26.1 bn | 8% | 6% |
| EBIT | € 1,130 m | € 1,153 m | 2% | - 1% | € 3,322 m | € 3,401 m | 1% | - 2% |
| Net income 4 | € 453 m | € 445 m | 2% | 0% | € 1,398 m | € 1,373 m | 2% | 0% |
The health care sector is one of the world's largest industries. It is relatively insensitive to economic fl uctuations compared to other sectors and has posted above-average growth over the past years.
The main growth factors are rising medical needs deriving from aging populations, the growing number of chronically ill and multimorbid patients, stronger demand for innovative products and therapies, advances in medical technology and the growing health consciousness, which increases the demand for health care services and facilities.
In the emerging countries, drivers are the expanding availability and correspondingly greater demand for basic health care and increasing national incomes and hence higher spending on health care.
Health care structures are being reviewed and cost-cutting potential identifi ed in order to contain the steadily rising health care expenditures. However, such measures cannot compensate for the cost pressure. Market-based elements are increasingly being introduced into the health care system to create incentives for cost- and quality-conscious behavior. Overall treatment costs shall be reduced through improved quality standards. In addition, ever-greater importance is being placed on disease prevention and innovative reimbursement models linked to treatment quality standards.
Before special items Adjusted for IFRS 16 effect Q3 / 18 and Q1 – 3 / 18 adjusted for divestitures of Care Coordination activities at Fresenius Medial Care (FMC)
Net income attributable to shareholders of Fresenius SE & Co. KGaA
| € in millions | Q3 / 2019 | Q3 / 2018 | Q1 – 3 / 2019 | Q1 – 3 / 2018 |
|---|---|---|---|---|
| EBIT 1 | 1,130 | 1,112 | 3,322 | 3,297 |
| Net income 1, 2 | 453 | 444 | 1,398 | 1,368 |
| Net income (before special items) 2 | 445 | 445 | 1,373 | 1,367 |
| Earnings per share 1, 2 | 0.81 | 0.80 | 2.51 | 2.46 |
| Earnings per share (before special items) 2 | 0.80 | 0.80 | 2.47 | 2.46 |
Group sales were € 8,842 million including an IFRS 16 effect of - €35 million. Group sales 3 on a comparable basis increased by 8% (6% in constant currency) to € 8,877 million (Q3 / 18: € 8,185 million). Organic sales growth was 5%. Acquisitions / divestitures contributed net 1% to growth.
In Q1 – 3 / 19, Group sales were € 26,098 million including an IFRS 16 effect of - €75 million. Group sales 3 on a comparable basis increased by 8% (6% in constant currency) to
€ 26,173 million (Q1 – 3 / 18: € 24,179 million). Organic sales growth was 5%. Acquisitions/divestitures contributed net 1% to growth. Positive currency translation effects of 2% were mainly driven by the U.S. dollar strengthening against the euro.
Group EBITDA before special items was € 1,763 million including an IFRS 16 effect of € 237 million.
Group EBITDA1 on a comparable basis increased by 4% (2% in constant currency) to € 1,526 million (Q3 / 18: € 1,463 million).
| € in millions | Q1 – 3 / 2019 4 | Q1 – 3 / 2018 | Growth at actual rates |
Currency trans lations effects |
Growth in constant currency |
Organic growth |
Acquisitions / divestitures |
% of total sales |
|---|---|---|---|---|---|---|---|---|
| North America | 10,855 | 9,780 5 | 11% | 6% | 5% | 3% | 2% | 42% |
| Europe | 11,251 | 10,692 | 5% | 0% | 5% | 5% | 0% | 43% |
| Asia-Pacifi c | 2,668 | 2,394 | 11% | 2% | 9% | 9% | 0% | 10% |
| Latin America | 1,113 | 1,004 | 11% | - 12% | 23% | 19% | 4% | 4% |
| Africa | 286 | 309 | - 7% | - 1% | - 6% | - 5% | - 1% | 1% |
| Total | 26,173 | 24,179 5 | 8% | 2% | 6% | 5% | 1% | 100% |
| € in millions | Q1 – 3 / 2019 4 | Q1 – 3 / 2018 | Growth at actual rates |
Currency trans lations effects |
Growth in constant currency |
Organic growth |
Acquisitions / divestitures |
% of total sales |
|---|---|---|---|---|---|---|---|---|
| Fresenius Medical Care | 12,972 | 11,731 5 | 11% | 4% | 7% | 5% | 2% | 49% |
| Fresenius Kabi | 5,153 | 4,857 | 6% | 1% | 5% | 4% | 1% | 20% |
| Fresenius Helios | 6,890 | 6,762 | 2% | 0% | 2% | 5% | - 3% | 26% |
| Fresenius Vamed | 1,469 | 991 | 48% | 0% | 48% | 24% | 24% | 5% |
| Total | 26,173 | 24,179 5 | 8% | 2% | 6% | 5% | 1% | 100% |
On a comparable basis: Q3/ 18 and Q1 – 3 / 18 adjusted for divestitures of Care Coordination activities at FMC, before special items;
Q3 / 19 and Q1 – 3 / 19 before special items and adjusted for IFRS 16 effect
Net income attributable to shareholders of Fresenius SE & Co. KGaA On a comparable basis: Q3 / 18 and Q1 – 3 / 18 adjusted for divestitures of Care Coordination activities at FMC; Q3 / 19 and Q1 – 3 / 19 adjusted for IFRS 16 effect
Adjusted for IFRS 16 effect
Adjusted for divestitures of Care Coordination activities at FMC
In Q1 – 3 / 19, Group EBITDA before special items was € 5,167 million including an IFRS 16 effect of € 699 million. Group EBITDA1 on a comparable basis increased by 3% (0% in constant currency) to € 4,468 million (Q1 – 3 / 18: € 4,352 million).
Group EBIT before special items was € 1,153 million including an IFRS 16 effect of € 23 million. Group EBIT 1 on a comparable basis increased by 2% (- 1% in constant currency) to € 1,130 million (Q3 / 18: € 1,112 million). The EBIT margin 1 on a comparable basis was 12.7% (Q3 / 18: 13.6%). Reported Group EBIT 2 was € 1,129 million. Group EBIT was impacted by a negative effect from adjustments on accounts receivable in legal dispute of €84 million3 at Fresenius Medical Care, the reduction in patient attribution and a decreasing savings rate for ESCOs, based on recent reports under discussion for current and prior plan years as well as a softer development in North America at Fresenius Kabi. Moreover, investments to counter the regulatory headwinds at Helios Germany continued to weigh on the Group's EBIT. These effects were partially offset by the remeasurement effect on the fair value of an investment in Humacyte, Inc. at Fresenius Medical Care.
In Q1 – 3 / 19, Group EBIT before special items was € 3,401 million including an IFRS 16 effect of € 79 million. Group EBIT 1 on a comparable basis increased by 1% (- 2% in constant currency) to € 3,322 million (Q1 – 3 / 18: € 3,297 million). The EBIT margin 1 on a comparable basis was 12.7% (Q1 – 3 / 18: 13.6%). Reported Group EBIT 2 was € 3,362 million.
Group net interest before special items was - € 171 million including an IFRS 16 effect of - €47 million. On a comparable basis, net interest 1 improved to - €124 million (Q3 / 18: - €141 million) mainly due to successful refi nancing activities and lower interest rates. Reported Group net interest 2 was - €172 million.
In Q1 – 3 / 19, Group net interest before special items was - €532 million including an IFRS 16 effect of - €153 million. On a comparable basis, net interest 1 improved to - €379 million (Q1 – 3 / 18: - €420 million). Reported Group net interest 2 was - €535 million.
The Group tax rate before special items and adopting IFRS 16 was 23.1% in both Q3 / 19 and Q1 – 3 / 19. Group tax rate 1 on a comparable basis was also 23.1% in both Q3 / 19 and Q1 – 3 / 19 (Q3 / 18: 21.3%; Q1 – 3 / 18: 21.9%)
Noncontrolling interest before special items was € 310 million including an IFRS 16 effect of € 11 million. Noncontrolling interest 1 on a comparable basis was € 321 million (Q3 / 18: € 320 million).
In Q1 – 3 / 19, noncontrolling interest before special items was € 834 million including an IFRS 16 effect of € 31 million. Noncontrolling interest 1 on a comparable basis was € 865 million (Q1 – 3 / 18: € 880 million), of which 93% was attributable to the noncontrolling interest in Fresenius Medical Care.
Group net income 4 before special items was € 445 million including an IFRS 16 effect of - €8 million. Group net income 1, 4 on a comparable basis increased by 2% (0% in constant currency) to € 453 million (Q3 / 18: € 444 million). Reported Group net income 2, 4 was € 444 million.
Earnings per share 4 before special items were € 0.80 including an IFRS 16 effect of - € 0.01. Earnings per share 1, 4 on a comparable basis increased by 1% (0% in constant currency) to € 0.81 (Q3 / 18: € 0.80). Reported Earnings per share 2, 4 were € 0.80.
In Q1 – 3 / 19, Group net income 4 before special items was € 1,373 million including an IFRS 16 effect of - €25 million. Group net income 1, 4 on a comparable basis increased by 2% (0% in constant currency) to € 1,398 million (Q1 – 3 / 18: € 1,368 million). Reported Group net income 2, 4 was € 1,368 million. In Q1 – 3 / 19, Earnings per share 4 before special items were € 2.47 including an IFRS 16 effect of - €0.04. Earnings per share 1, 4 on a comparable basis increased by 2% (0% in constant currency) to € 2.51 (Q1 – 3 / 18: € 2.46). Reported Earnings per share 2, 4 were € 2.46.
On a comparable basis Q3 / 19 and Q1 – 3 / 19 before special items and adjusted for IFRS 16 effect;
Q3 / 18 and Q1 – 3 / 18 before special items and adjusted for divestitures of Care Coordination activities at FMC
After special items and including IFRS 16 effect Please see footnote 5 on page 11 in the FMC section
Net income attributable to shareholders of Fresenius SE & Co. KGaA
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Thereof property, plant and equipment |
Thereof acquisitions |
Growth | % of total |
|---|---|---|---|---|---|---|
| Fresenius Medical Care | 2,856 | 1,552 | 788 | 2,068 | 84% | 74% |
| Fresenius Kabi | 558 | 338 | 473 | 85 | 65% | 14% |
| Fresenius Helios | 382 | 286 | 255 | 127 | 34% | 10% |
| Fresenius Vamed | 35 | 513 | 23 | 12 | - 93% | 1% |
| Corporate / Other | 53 | - 443 | 53 | 0 | -- | 1% |
| Total | 3,884 | 2,246 | 1,592 | 2,292 | 73% | 100% |
Consolidated results for Q3 / 19 and Q1 – 3 / 19 include special items relating to the acquisition of NxStage, divestitures of Care Coordination activities and the cost optimization program of Fresenius Medical Care. Furthermore, special items due to revaluations of biosimilars contingent liabilities as well as the terminated merger agreement with Akorn, Inc. are included in net income. With regard to the latter, these mainly comprise transaction costs in the form of legal and consulting expenses. For a detailed overview of special items and adjustments please see the reconciliation tables on pages 19 to 28.
2019 is an investment year for the Fresenius Group. Fresenius is making good progress in all of its investment initiatives to secure long-term sustainable growth. Spending on property, plant and equipment was € 586 million (Q3 / 18: € 539 million). This corresponds to 7% of sales. In Q1 – 3 / 19, spending on property, plant and equipment was € 1,592 million (Q1 – 3 / 18: € 1,370 million), primarily for the modernization and expansion of dialysis clinics, production facilities as well as hospitals and day clinics. This corresponds to 6% of sales.
Total acquisition spending was € 135 million (Q3 / 18: € 490 million). In Q1 – 3 / 19, total acquisition spending was € 2,292 million (Q1 – 3 / 18: € 876 million), mainly for the acquisition of NxStage by Fresenius Medical Care.
| Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth |
|---|---|---|
| 2,251 | 2,813 | - 20% |
| 1,164 | 1,064 | 9% |
| - 976 | - 1,328 | 27% |
| 2,439 | 2,549 | - 4% |
| - 1,589 | - 1,356 | - 17% |
| 850 | 1,193 | - 29% |
| - 2,142 | 811 | -- |
| - 880 | - 832 | - 6% |
| - 2,172 | 1,172 | -- |
| 995 | - 378 | -- |
| 67 | 26 | 158% |
| - 1,110 | 820 | -- |
Group operating cash flow was € 1,483 million including an IFRS 16 effect of € 185 million. Adjusted for IFRS 16, Group operating cash fl ow was € 1,298 million (Q3 / 18: € 1,293 million) with a margin of 14.6% (Q3 / 18: 15.8%). Free cash flow before acquisitions and dividends adjusted for IFRS 16 was € 722 million (Q3 / 18: € 768 million). Free cash flow after acquisitions and dividends adjusted for IFRS 16 was € 547 million (Q3 / 18: € 230 million). The IFRS 16 effect amounts to € 185 million respectively. Correspondingly, cash fl ow from fi nancing activities decreased by € 185 million.
In Q1 – 3 / 19, Group operating cash fl ow was € 2,977 million including an IFRS 16 effect of € 538 million. Adjusted for IFRS 16, Group operating cash fl ow was € 2,439 million (Q1 – 3 / 18: € 2,549 million) with a margin of 9.3% (Q1 – 3 / 18: 10.3%). With € 850 million, free cash fl ow before acquisitions and dividends adjusted for IFRS 16 was below the previous year (Q1 – 3 / 18: € 1,193 million) mainly due to increasing investments. Free cash fl ow after acquisitions and dividends adjusted for IFRS 16 was - €2,172 million (Q1 – 3 / 18: € 1,172 million). The IFRS 16 effect amounts to € 538 million, respectively. Correspondingly, cash fl ow from fi nancing activities decreased by € 538 million.
The Group's total assets were € 66,759 million including an IFRS 16 effect of € 5,667 million. Adjusted for IFRS 16, Group total assets increased by 8% (5% in constant currency) to € 61,092 million (Dec. 31, 2018: € 56,703 million). Current assets increased by 3% (1% in constant currency) to € 15,180 million (Dec. 31, 2018: € 14,790 million). Non-current assets 1 increased by 10% (7% in constant currency) to € 45,912 million (Dec. 31, 2018: € 41,913 million).
Total shareholders' equity was € 26,696 million including an IFRS 16 effect of - €232 million. Adjusted for IFRS 16, total shareholders' equity increased by 8% (4% in constant currency) to € 26,928 million (Dec. 31, 2018: € 25,008 million). The equity ratio was 40.0%. Adjusted for IFRS 16, the equity ratio was 44.1% (Dec. 31, 2018: 44.1%).
Group debt was € 27,013 million including an IFRS 16 effect of € 5,899 million. Adjusted for IFRS 16, Group debt increased by 11% to € 21,114 million (10% in constant currency) (Dec. 31, 2018: € 18,984 million). Group net debt was € 25,414 million including an IFRS 16 effect of € 5,899 million. Adjusted for IFRS 16, Group net debt increased by 20% (18% in constant currency) to € 19,515 million (Dec. 31, 2018: € 16,275 million) mainly due to the acquisition of NxStage by Fresenius Medical Care.
As of September 30, 2019, the net debt / EBITDA ratio was 3.13x 1, 2, 3, 4 (Dec. 31, 2018: 2.71x 2, 4). Including the IFRS 16 effect, the reported net debt / EBITDA ratio was to 3.55x 2, 3, 4.
Adjusted for IFRS 16 effect
Fresenius Medical Care is the world's largest provider of products and services for individuals with renal diseases. As of September 30, 2019, Fresenius Medical Care was treating 342,488 patients in 4,003 dialysis clinics. Along with its core business, the company provides related medical services in the fi eld of Care Coordination.
| € in millions | Q3 / 2019 1 | Q3/ 2018 2 | Growth | Growth in constant currency |
Q1 – 3 / 2019 1 | Q1 – 3 / 2018 2 | Growth | Growth in constant currency |
|---|---|---|---|---|---|---|---|---|
| Sales | 4,375 | 4,051 | 8% | 5% | 12,784 | 11,731 | 9% | 5% |
| EBITDA | 792 | 770 | 3% | - 1% | 2,219 | 2,181 | 2% | - 3% |
| EBIT | 599 | 592 | 1% | - 3% | 1,641 | 1,656 | - 1% | - 5% |
| Net income 3 | 363 | 343 | 6% | 2% | 961 | 946 | 2% | - 3% |
| Employees (Sept. 30 / Dec. 31) | 128,114 | 120,328 | 6% |
Adjusted for the contribution from the divested Care Coordination activities, the IFRS 16 effect and the contribution from NxStage, sales of Fresenius Medical Care increased by 8% (5% at constant currency) to € 4,375 million (Q3 / 18: € 4,051 million). Organic sales growth was 5%. Positive currency translation effects of 3% were mainly related to the U.S. dollar strengthening against the euro. In Q1 – 3 / 19, sales adjusted for the contribution from the divested Care Coordination activities, the IFRS 16 effect and the contribution from NxStage increased by 9% (5% at constant currency) to € 12,784 million (Q1 – 3 / 18: € 11,731 million). Organic sales growth was 5%.
EBIT 4 increased by 1% (- 3% in constant currency) to € 599 million (Q3 / 18: € 592 million) The EBIT margin decreased to 13.7% (Q3 / 18: 14.6%). EBIT development was impacted by a negative effect from adjustments on accounts receivable in legal dispute of € 84 million 5 paired with the reduction in patient attribution and a decreasing savings rate for ESCOs, based on recent reports under discussion for current and prior plan years. These effects were partially offset by the remeasurement effect on the fair value of an investment in Humacyte, Inc.
In Q1 – 3 / 19, EBIT 4 decreased by 1% (- 5% in constant currency) to € 1,641 million (Q1 – 3 / 18: € 1,656 million). The EBIT margin decreased to 12.8% (Q1 – 3 / 18: 14.1%).
Net income 3,4 increased by 6% (2% in constant currency) to € 363 million (Q3 / 18: € 343 million). In Q1 – 3 / 19, net income 3,4 increased by 2% (- 3% in constant currency) to € 961 million (Q1 – 3 / 18: € 946 million).
On an adjusted basis: before special items (transaction-related expenses, gain related to divestitures of Care Coordination activities,
For a detailed overview of special items and adjustments please see the reconciliation tables on pages 19 – 28.
expenses associated with the cost optimization program), adjusted for IFRS 16 effect, excluding effects from NxStage transaction
Q3 / 18 and Q1 – 3 / 18 before special items and adjusted for divestitures of Care Coordination activities
Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA Q3 / 18 and Q1 – 3 / 18 before special items items and after adjustments, Q3 / 19 and Q1 – 3 / 19 before special items (transaction-related expenses,
This adjustment results from a material weakness in FMC`s internal controls over fi nancial reporting regarding accounts receivable and revenue recognition specifi c to fee-for-service in legal dispute. FMC does not expect a restatement of its fi nancial statements previously fi led with the SEC.
FMC is taking steps to remediate the control weakness.
Operating cash fl ow was € 715 million 1 (Q3 / 18: € 753 million) with a margin of 16.3% (Q3 / 18: 18.6%). In Q1 – 3 / 19, operating cash fl ow was € 1,350 million 2 (Q1 – 3 / 18: € 1,364 million) with a margin of 10.6% (Q1 – 3 / 18: 11.1%).
For FY / 19, Fresenius Medical Care expects adjusted sales to grow by 3% to 7% 3, 4 in constant currency. Adjusted net income 5 is expected to develop in the range of - 2% to +2% 3, 6 in constant currency.
For further information, please see Fresenius Medical Care's press release at www.freseniusmedicalcare.com.
€ 868 million including an IFRS 16 effect of €153 million
6 FY/18 base: € 1,341 million
€ 1,796 million including an IFRS 16 effect of €446 million
Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
For a detailed overview of special items and adjustments please see the reconciliation tables on pages 19 – 28.
Fresenius Kabi offers intravenously administered generic drugs, clinical nutrition and infusion therapies for seriously and chronically ill patients in the hospital and outpatient environments. The company is also a leading supplier of medical devices and transfusion technology products. In the biosimilars business, Fresenius Kabi is developing products with a focus on oncology and autoimmune diseases.
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth | Growth in constant currency |
Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth | Growth in constant currency |
|---|---|---|---|---|---|---|---|---|
| Sales | 1,761 | 1,650 | 7% | 5% | 5,153 | 4,857 | 6% | 5% |
| EBITDA 1 | 382 | 377 | 1% | - 1% | 1,129 | 1,076 | 5% | 2% |
| EBIT 1 | 306 | 297 | 3% | 1% | 917 | 854 | 7% | 4% |
| Net income 1, 2 | 204 | 199 | 3% | 0% | 618 | 554 | 12% | 8% |
| Employees (Sept. 30 / Dec. 31) | 39,780 | 37,843 | 5% |
Sales of Fresenius Kabi increased by 7% (5% in constant currency) to € 1,761 million (Q3 / 18: € 1,650 million). Organic sales growth was 5%. In Q1 – 3 / 19, sales increased by 6% (5% in constant currency) to € 5,153 million (Q1 – 3 / 18: € 4,857 million). Organic sales growth was 4%. Positive currency translation effects of 1% were mainly related to the U.S. dollar strengthening against the euro.
Sales in North America of € 619 million remained at previous year's level (organic growth: - 4%; Q3 / 18: € 620 million). In Q1 – 3 / 19, sales in North America increased by 3% (organic growth:- 3%) to € 1,815 million (Q1 – 3 / 18: € 1,760 million). Intensifying competition on selected molecules, a further easing of tailwinds from drug shortages as well as a shift in clinical practice towards non-opiods in the hospital-based pain management weighed on the sales development.
Sales in Europe grew by 5% (organic growth: 4%) to € 564 million (Q3 / 18: € 538 million). In Q1 – 3 / 19, sales in Europe increased by 3% (organic growth: 3%) to € 1,709 million (Q1 – 3 / 18: € 1,658 million).
Sales in Asia-Pacific increased by 20% (organic growth: 18%) to € 406 million (Q3 / 18: € 337 million). In Q1 – 3 / 19, sales in Asia-Pacifi c increased by 16% (organic growth: 15%) to € 1,121 million (Q1 – 3 / 18: € 964 million).
Sales in Latin America / Africa increased by 11% (organic growth: 16%) to € 172 million (Q3 / 18: € 155 million). In Q1 – 3 / 19, sales in Latin America / Africa increased by 7% (organic growth: 16%) to € 508 million (Q1 – 3 / 18: € 475 million).
EBIT 1 increased by 3% (1% in constant currency) to € 306 million (Q3 / 18: € 297 million) with an EBIT margin of 17.4% (Q3 / 18: 18.0%). In Q1 – 3 / 19, EBIT 1 increased by 7% (4% in constant currency) to € 917 million (Q1 – 3 / 18: € 854 million) with an EBIT margin of 17.8% (Q1 – 3 / 18: 17.6%).
Net income 1, 2 increased by 3% (0% in constant currency) to € 204 million (Q3 / 18: € 199 million). In Q1 – 3 / 19, net income 1, 2 increased by 12% (8% in constant currency) to € 618 million (Q1 – 3 / 18: € 554 million).
Operating cash fl ow 3 was € 362 million (Q3 / 18: € 366 million). The cash fl ow margin was 20.6% (Q3 / 18: 22.2%). In Q1 – 3 / 19, operating cash fl ow 3 was € 695 million (Q1 – 3 / 18: € 820 million). The cash fl ow margin was 13.5% (Q1 – 3 / 18: 16.9%).
Fresenius Kabi confi rms its outlook for FY / 19 and expects organic sales growth 4 of 3% to 6% and EBIT growth 5 in constant currency of 3% to 6%.
Net income attributable to shareholders of Fresenius SE & Co. KGaA
For a detailed overview of special items and adjustments please see the reconciliation tables on pages 19 – 28.
On a comparable basis: before special items and adjusted for IFRS 16 effect
Adjusted for IFRS 16 effect (operating cash fl ow after special items)
On a comparable basis: FY / 18 base: € 6,544 million; FY / 19 before special items (transaction-related expenses, revaluations of biosimilars contingent liabilities) and adjusted for IFRS 16 effect
On a comparable basis: FY / 18 base: € 1,139 million; FY / 18 before special items; FY / 19 before special items (transaction-related expenses, revaluations of biosimilars contingent liabilities) and adjusted for IFRS 16 effect.
Fresenius Helios is Europe's leading private hospital operator. The company comprises Helios Germany and Helios Spain (Quirónsalud). Helios Germany operates 86 hospitals, ~125 outpatient centers and treats approximately 5.3 million patients annually. Quirónsalud operates 50 hospitals, 62 outpatient centers and around 300 occupational risk prevention centers, and treats approximately 13.3 million patients annually.
| € in millions | Q3/ 2019 | Q3/ 2018 | Growth | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth | Growth adjusted 1 |
|---|---|---|---|---|---|---|---|
| Sales | 2,230 | 2,088 | 7% | 6,890 | 6,762 | 2% | 5% |
| EBITDA 2 | 274 | 285 | - 4% | 992 | 1,061 | - 7% | |
| EBIT 2 | 183 | 204 | - 10% | 723 | 775 | - 7% | - 5% |
| Net income 2, 3 | 113 | 128 | - 12% | 472 | 516 | - 9% | |
| Employees (Sept. 30 / Dec. 31) | 105,309 | 100,144 | 5% |
Sales of Fresenius Helios increased by 7% (organic growth: 6%) to € 2,230 million (Q3 / 18: € 2,088 million). In Q1 – 3 / 19, sales increased by 2% (5% 1; organic growth: 5%) to € 6,890 million (Q1 – 3 / 18: € 6,762 million).
Sales of Helios Germany increased by 5% (organic growth: 5%) to € 1,474 million (Q3 / 18: € 1,410 million). Organic sales growth was positively infl uenced by pricing effects and admissions growth. The reclassifi cation of nursing staff funding from other income to sales contributed about 1% to growth. In Q1 – 3 / 19, sales of Helios Germany decreased by 1% (increased by 4% 1 ; organic growth: 4%) to € 4,465 million (Q1 – 3 / 18: € 4,531 million).
Sales of Helios Spain increased by 12% (organic growth: 9%) to € 757 million (Q3 / 18: € 678 million). In Q1 – 3 / 19, sales of Helios Spain increased by 9% (organic growth: 7%) to € 2,425 million (Q1 – 3 / 18: € 2,231 million).
EBIT 2 of Fresenius Helios decreased by 10% to € 183 million (Q3 / 18: € 204 million) with an EBIT margin of 8.2% (Q3 / 18: 9.8%). In Q1 – 3 / 19, EBIT 2 of Fresenius Helios
decreased by 7% (- 5% 1) to € 723 million (Q1 – 3 / 18: € 775 million) with an EBIT margin of 10.5% (Q1 – 3 / 18: 11.5%).
EBIT2 of Helios Germany decreased by 9% to € 130 million (Q3 / 18: € 143 million) with an EBIT margin of 8.8% (Q3 / 18: 10.1%). Ongoing investments to counter regulatory headwinds continued to weigh on Helios Germany's fi nancial performance. In Q1 – 3 / 19, EBIT2 of Helios Germany decreased by 11% (- 9% 1 ) to € 433 million (Q1 – 3 / 18: € 488 million) with an EBIT margin of 9.7% (Q1 – 3 / 18: 10.8%).
EBIT 2 of Helios Spain decreased by 5% to € 56 million (Q3 / 18: € 59 million) with an EBIT margin of 7.4% (Q3 / 18: 8.7%). EBIT was impacted by costs for temporary workers in order to cope with the higher than anticipated number of admissions. In Q1 – 3 / 19, EBIT 2 of Helios Spain increased by 5% to € 300 million (Q1 – 3 / 18: € 286 million) with an EBIT margin of 12.4% (Q1 – 3 / 18: 12.8%).
Net income 2, 3 decreased by 12% to € 113 million (Q3 / 18: € 128 million). In Q1 – 3 / 19, net income 2, 3 decreased by 9% to € 472 million (Q1 – 3 / 18: € 516 million).
Operating cash fl ow 2 increased to € 183 million (Q3 / 18: € 128 million) with a margin of 8.2% (Q3 / 18: 6.1%). In Q1 – 3 / 19, operating cash fl ow 2 increased to € 471 million (Q1 – 3 / 18: € 387 million) with a margin of 6.8% (Q1 – 3 / 18: 5.7%).
Fresenius Helios confi rms its outlook for FY / 19 and expects organic sales growth of 2% to 5% and negative EBIT 2 growth of - 5% to - 2%.
Adjusted for the post-acute care business transferred to Fresenius Vamed as of July 1, 2018 Adjusted for IFRS 16 effect
Net income attributable to shareholders of Fresenius SE & Co. KGaA
For a detailed overview of special items and adjustments please see the reconciliation tables on pages 19 – 28.
Fresenius Vamed manages projects and provides services for hospitals and other health care facilities worldwide and is a post-acute care provider in Central Europe. The portfolio ranges along the entire value chain: from project development, planning, and turnkey construction, via maintenance and technical management, to total operational management.
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth | Growth adjusted 1 |
|---|---|---|---|---|---|---|---|
| Sales | 562 | 476 | 18% | 1,469 | 991 | 48% | 28% |
| EBITDA 2 | 44 | 40 | 10% | 94 | 64 | 47% | |
| EBIT 2 | 34 | 31 | 10% | 65 | 49 | 33% | 0% |
| Net income 2,3 | 22 | 22 | 0% | 41 | 33 | 24% | |
| Employees (Sept. 30 / Dec. 31) | 18,189 | 17,299 | 5% |
Sales of Fresenius Vamed increased by 18% to € 562 million (Q3 / 18: € 476 million). Organic sales growth was 17%, acquisitions contributed 1% to growth.
Sales in the service business grew by 11% to € 349 million (Q3 / 18: € 315 million). Sales of the project business increased by 32% to € 213 million (Q3 / 18: € 161 million). In Q1 – 3 / 19, sales increased by 48% (28%1 ) to € 1,469 million (Q1 – 3 / 18: € 991 million). Organic sales growth was 24%, acquisitions contributed 24% to growth. Both the service and the project business showed strong growth momentum.
EBIT 2 increased by 10% to € 34 million (Q3 / 18: € 31 million) with an EBIT margin of 6.0% (Q3 / 18: 6.5%). In Q1 – 3 / 19, EBIT 2 increased by 33% (0%1 ) to € 65 million (Q1 – 3 / 18: € 49 million) with an EBIT margin of 4.4% (Q1 – 3 / 18: 4.9%).
Net income 2, 3 of € 22 million remained at previous year's level (Q3 / 18: € 22 million). In Q1 – 3 / 19, net income 2, 3 increased by 24% to € 41 million (Q1 – 3 / 18: € 33 million).
Order intake increased by 114% to € 240 million (Q3 / 18: € 112 million) and in Q1 – 3 / 19 by 30% to € 738 million (Q1 – 3 / 18: € 567 million). As of September 30, 2019, order backlog reached an all-time high at € 2,711 million (Dec. 31, 2018: € 2,420 million).
Operating cash fl ow 2 decreased to € 27 million (Q3 / 18: € 54 million) with a margin of 4.8% (Q3 / 18: 11.3%). In Q1 – 3 / 19, Operating cash fl ow 2 decreased to - €38 million (Q1 – 3 / 18: - €2 million) with a margin of - 2.6% (Q1 – 3 / 18: - 0.2%) given timing of payments in the project business.
Fresenius Vamed confi rms its outlook for FY / 19 and expects organic sales growth of ~10% and EBIT growth 2 of 15% to 20%.
Adjusted for German post-acute care business acquired from Fresenius Helios as of July 1, 2018
Adjusted for IFRS 16 effect
Net income attributable to shareholders of VAMED AG
For a detailed overview of special items and adjustments please see the reconciliation tables on pages 19 – 28.
As of September 30, 2019, the number of employees was 292,635 (Dec. 31, 2018: 276,750).
| Number of employees | September 30, 2019 |
December 31, 2018 |
Growth |
|---|---|---|---|
| Fresenius Medical Care | 128,114 | 120,328 | 6% |
| Fresenius Kabi | 39,780 | 37,843 | 5% |
| Fresenius Helios | 105,309 | 100,144 | 5% |
| Fresenius Vamed | 18,189 | 17,299 | 5% |
| Corporate / Other | 1,243 | 1,136 | 9% |
| Total | 292,635 | 276,750 | 6% |
Product and process development as well as the improvement of therapies are at the core of our growth strategy. Fresenius focuses its R & D efforts on its core competencies in the following areas:
Apart from new products, we are concentrating on developing optimized or completely new therapies, treatment methods, and services.
RESEARCH AND DEVELOPMENT EXPENSES BY BUSINESS SEGMENT
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth |
|---|---|---|---|
| Fresenius Medical Care | 137 | 95 | 44% |
| Fresenius Kabi 1 | 353 | 389 | - 9% |
| Fresenius Helios | 1 | – | -- |
| Fresenius Vamed | 0 | 0 | |
| Corporate / Other | 0 | 0 | |
| Total 1 | 491 | 484 | 1% |
Before revaluations of biosimilars contingent liabilities
Compared to the presentation in the consolidated fi nancial statements and the management report as of December 31, 2018 applying Section 315e HGB in accordance with IFRS, there have been the following important developments in Fresenius' overall opportunities and risk situation until October 31, 2019.
Fresenius Medical Care's operating result was impacted by a negative effect from adjustments on accounts receivable in legal dispute of € 84 million, the reduction in patient attribution and a decreasing savings rate for ESCOs, based on recent reports under discussion for current and prior plan years. This adjustment on accounts receivable results from a material weakness in FMC`s internal controls over fi nancial reporting regarding accounts receivable and revenue recognition specifi c to fee-for-service in legal dispute. FMC does not expect a restatement of its fi nancial statements previously fi led with the SEC. FMC is taking steps to remediate the control weakness.
In the ordinary course of Fresenius Group's operations, the Fresenius Group is subject to litigation, arbitration as well as external and internal investigations relating to various aspects of its business.
The Fresenius Group regularly analyzes current information about such matters for probable losses and provides accruals for such matters, including estimated expenses for legal services, as appropriate.
We report on legal proceedings, currency and interest risks on pages 53 and 57 to 60 in the Notes of this report.
Fresenius is covered by the rating agencies Moody's, Standard & Poor's and Fitch.
The following table shows the company rating of Fresenius SE & Co. KGaA:
| Standard & Poor's |
Moody's | Fitch 1 | |
|---|---|---|---|
| Company rating | BBB | Baa3 | BBB - |
| Outlook | stable | stable | stable |
In May 2019, Standard & Poor's has upgraded Fresenius' corporate credit rating to BBB with a stable outlook from BBB- with a positive outlook.
Based on the Group's solid Q1 – 3 / 19 results and good prospects for the remainder of the year, Fresenius confi rms its 2019 Group sales and earnings guidance. Fresenius projects sales growth 1 of 4% to 7% in constant currency. The company confi rms its earnings guidance. Net income 2,3 growth is expected to be ~ 0% in constant currency. The guidance for 2019 includes the related sales and dilutive earnings contributions of the NxStage acquisition.
Fresenius expects net debt / EBITDA4 at year-end to be around the upper-end of the original self-imposed target corridor of 2.5x to 3.0x. This includes the NxStage acquisition which is increasing the net debt / EBITDA ratio in 2019 by ~ 30 basis points and excludes IFRS 16 effects.
Due to the adoption of the IFRS 16 accounting standard ("IFRS 16 effect"), Fresenius' self-imposed target corridor has shifted to 3.0x to 3.5x net debt / EBITDA on a reported basis.
For FY / 19, Fresenius Medical Care expects adjusted sales to grow by 3% to 7% 5,6 in constant currency. Adjusted net income 7 is expected to develop in the range of - 2% to +2% 5,8 in constant currency.
Fresenius Kabi confi rms its outlook for FY / 19 and expects organic sales growth 9 of 3% to 6% and EBIT growth 10 in constant currency of 3% to 6%.
Fresenius Helios confi rms its outlook for FY / 19 and expects organic sales growth of 2% to 5% and an EBIT growth 11 of - 5% to - 2%.
Fresenius Vamed confi rms its outlook for FY / 19 and expects organic sales growth of ~10% and EBIT growth 11 of 15% to 20%.
2019 is an investment year for the Fresenius Group. Fresenius is making good progress in all of its investment initiatives to secure long-term sustainable growth. The Group plans to invest around 7% of sales in property, plant and equipment.
revaluations of biosimilars contingent liabilities) and adjusted for IFRS 16 effect
1 On a comparable basis: FY / 18 base: € 33,009 million; FY / 18 adjusted for divestitures of Care Coordination activities at FMC; FY / 19: adjusted for IFRS 16 effect
2 Net income attributable to shareholders of Fresenius SE & Co. KGaA
3 On a comparable basis: FY / 18 base: € 1,872 million; FY / 18 before special items and adjusted for divestitures of Care Coordination activities at FMC; FY / 19: before special items (transaction-related expenses, revaluations of biosimilars contingent liabilities, gain related to divestitures of Care Coordination activities,
expenses associated with the cost optimization program at FMC); adjusted for IFRS 16 effect 4 Both net debt and EBITDA calculated at expected annual average exchange rates; excluding further potential acquisitions
5 FY / 18 before special items, adjusted for divestitures of Care Coordination activities; FY / 19 before special items (transaction-related expenses, gain related to divestitures
of Care Coordination activities, expenses associated with the cost optimization program), adjusted for IFRS 16 effects, excluding effects from NxStage transaction 6 2018 base: € 16,026 million
7 Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
8 2018 base: € 1,341 million
9 On a comparable basis: FY / 18 base: € 6,544 million
10 On a comparable basis: FY / 18 base: € 1,139 million; FY / 18 before special items; FY / 19 before special items (transaction-related expenses,
11 Adjusted for IFRS 16 effect
| Targets 2019 | Fiscal year 2018 | New guidance | |
|---|---|---|---|
| Sales growth (in constant currency) | 4% – 7%1 | € 33,009 m1 | confi rmed |
| Net income 3 growth (in constant currency) |
~ 0%2 | € 1,872 m2 | confi rmed |
On a comparable basis: FY / 18 adjusted for divestitures of Care Coordination activities at FMC; FY / 19: adjusted for IFRS 16 effect
On a comparable basis: FY / 18 before special items and adjusted for divestitures of Care Coordination activities at FMC; FY / 19: before special items
(transaction-related expenses, expenses associated with the cost optimization program at FMC, gain related to divestitures of Care Coordination activities at FMC,
revaluations of biosimilars contingent liabilities); including operating results of NxStage, adjusted for IFRS 16 effect Net income attributable to shareholders of Fresenius SE & Co. KGaA
| Targets 2019 1 | Fiscal year 2018 | New guidance 1 | |
|---|---|---|---|
| Fresenius Medical Care | |||
| Sales growth (in constant currency) | 3% – 7% 2 | € 16,026 m 2 | confi rmed |
| Net income 3 growth (in constant currency) |
- 2% – 2% 4 | € 1,341 m 4 | confi rmed |
| Fresenius Kabi | |||
| Sales growth (organic) | 3% – 6% | € 6,544 m | confi rmed |
| EBIT growth (in constant currency) | 3% – 6% | € 1,139 m 5 | confi rmed |
| Fresenius Helios | |||
| Sales growth (organic) | 2% – 5% | € 8,993 m | confi rmed |
| EBIT growth | - 5% – - 2% | € 1,052 m | confi rmed |
| Fresenius Vamed | |||
| Sales growth (organic) | ~ 10% | € 1,688 m | confi rmed |
| EBIT growth | 15% – 20% | € 110 m | confi rmed |
On a comparable basis: FY / 18 before special items and adjusted for divestitures of Care Coordination activities at FMC; FY / 19: before special items
(transaction-related expenses, expenses associated with the cost optimization program at FMC, gain related to divestitures of Care Coordination activities,
revaluations of biosimilars contingent liabilities); adjusted for IFRS 16 effect
2018 adjusted for divestitures of Care Coordination activities; 2019 adjusted for IFRS 16 effects, excluding effects from NxStage transaction
Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
4 2018 before special items and after adjustments; 2019 before special items (transaction-related expenses, expenses associated with the cost optimization program,
gain related to divestitures of Care Coordination activities), adjusted for IFRS 16 effect, excluding effects from NxStage transaction Before special items
| Q3 / 2019 | Q1 – 3 / 2019 | |||||
|---|---|---|---|---|---|---|
| in Mio € | Before special items, adjusted for IFRS 16 effect |
IFRS 16 effect | Before special items, according to IFRS 16 |
Before special items, adjusted for IFRS 16 |
IFRS 16 effect | Before special items, according to IFRS 16 |
| Sales | 8,877 | - 35 | 8,842 | 26,173 | - 75 | 26,098 |
| EBITDA | 1,526 | 237 | 1,763 | 4,468 | 699 | 5,167 |
| Depreciation and amortization | - 396 | - 214 | - 610 | - 1,146 | - 620 | - 1,766 |
| EBIT | 1,130 | 23 | 1,153 | 3,322 | 79 | 3,401 |
| Net interest | - 124 | - 47 | - 171 | - 379 | - 153 | - 532 |
| Income taxes | - 232 | 5 | - 227 | - 680 | 18 | - 662 |
| Noncontrolling interest | - 321 | 11 | - 310 | - 865 | 31 | - 834 |
| Net income 1 | 453 | - 8 | 445 | 1,398 | - 25 | 1,373 |
| September 30, 2019 | ||||||
|---|---|---|---|---|---|---|
| in Mio € | Adjusted for IFRS 16 effect |
IFRS 16 effect |
According to IFRS 16 |
|||
| Right-of-use-assets | 190 2 | 5,667 | 5,857 | |||
| Lease liabilities | 414 3 | 5,899 | 6,313 | |||
| Equity | 26,928 | - 232 | 26,696 | |||
| Total assets | 61,092 | 5,667 | 66,759 |
| in Mio € | Q3 / 2019 | Q1 – 3 / 2019 | ||||||
|---|---|---|---|---|---|---|---|---|
| Adjusted for IFRS 16 effect |
IFRS 16 effect | According to IFRS 16 |
Adjusted for IFRS 16 effect |
IFRS 16 effect | According to IFRS 16 |
|||
| Operating cash fl ow | 1,298 | 185 | 1,483 | 2,439 | 538 | 2,977 | ||
| Cash fl ow before acquisitions and dividends |
722 | 185 | 907 | 850 | 538 | 1,388 | ||
| Free cash fl ow | 547 | 185 | 732 | - 2,172 | 538 | - 1,634 | ||
| Cash provided by / used for fi nancing activities |
- 461 | - 185 | - 646 | 995 | - 538 | 457 |
Net income attributable to shareholders of Fresenius SE & Co. KGaA
Reclassifi cation from machinery, equipment and rental equipment under capital leases as of December 31, 2018
Reclassifi cation from capital lease obligations and other liabilities as of December 31, 2018
| Q3 / 2019 | Q1 – 3 / 2019 | |||||
|---|---|---|---|---|---|---|
| € in millions | Before special items adjusted for IFRS 16 effect |
IFRS 16 effect | Before special items according to IFRS 16 |
Before special items adjusted for IFRS 16 effect |
IFRS 16 effect | Before special items according to IFRS 16 |
| Sales | 4,454 | - 35 | 4,419 | 12,972 | - 75 | 12,897 |
| EBITDA | 813 | 198 | 1,011 | 2,251 | 583 | 2,834 |
| EBIT | 599 | 20 | 619 | 1,625 | 68 | 1,693 |
| Net income 1 | 348 | - 17 | 331 | 912 | - 45 | 867 |
| Operating cash fl ow 2 | 715 | 153 | 868 | 1,350 | 446 | 1,796 |
| Q3 / 2019 | Q1 – 3 / 2019 | ||||||
|---|---|---|---|---|---|---|---|
| € in millions | Before special items adjusted for IFRS 16 effect |
IFRS 16 effect | Before special items according to IFRS 16 |
Before special items adjusted for IFRS 16 effect |
IFRS 16 effect | Before special items according to IFRS 16 |
|
| Sales | 1,761 | 0 | 1,761 | 5,153 | 0 | 5,153 | |
| EBITDA | 382 | 16 | 398 | 1,129 | 49 | 1,178 | |
| EBIT | 306 | 1 | 307 | 917 | 3 | 920 | |
| Net income 3 | 204 | - 1 | 203 | 618 | - 4 | 614 | |
| Operating cash fl ow 2 | 362 | 15 | 377 | 695 | 42 | 737 |
| Q3 / 2019 | Q1 – 3 / 2019 | ||||||
|---|---|---|---|---|---|---|---|
| € in millions | Adjusted for IFRS 16 effect |
IFRS 16 effect | According to IFRS 16 |
Adjusted for IFRS 16 effect |
IFRS 16 effect | According to IFRS 16 |
|
| Sales | 2,230 | 0 | 2,230 | 6,890 | 0 | 6,890 | |
| EBITDA | 274 | 19 | 293 | 992 | 51 | 1,043 | |
| EBIT | 183 | 4 | 187 | 723 | 8 | 731 | |
| Net income 3 | 113 | - 1 | 112 | 472 | - 5 | 467 | |
| Operating cash fl ow | 183 | 13 | 196 | 471 | 36 | 507 |
| Q3 / 2019 | Q1 – 3 / 2019 | |||||
|---|---|---|---|---|---|---|
| € in millions | Adjusted for IFRS 16 effect |
IFRS 16 effect | According to IFRS 16 |
Adjusted for IFRS 16 effect |
IFRS 16 effect | According to IFRS 16 |
| Sales | 562 | 0 | 562 | 1,469 | 0 | 1,469 |
| EBITDA | 44 | 7 | 51 | 94 | 25 | 119 |
| EBIT | 34 | - 1 | 33 | 65 | 2 | 67 |
| Net income 4 | 22 | - 1 | 21 | 41 | - 2 | 39 |
| Operating cash fl ow | 27 | 6 | 33 | - 38 | 21 | - 17 |
Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
After special items
Net income attributable to shareholders of Fresenius SE & Co. KGaA Net income attributable to shareholders of VAMED AG
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 8,842 | 8,192 | 8% | 6% |
| Divestitures of Care Coordination activities | ||||
| at FMC (Fresenius Medical Care) | - | - 7 | ||
| IFRS 16 effect | 35 | - | ||
| Sales on a comparable basis | 8,877 | 8,185 | 8% | 6% |
| EBIT reported (after special items) | 1,129 | 1,041 | 8% | 6% |
| Transaction costs Akorn | 0 | 6 | ||
| Bridge Financing costs Akorn | - | 0 | ||
| Revaluations of biosimilars contingent liabilities | 0 | - | ||
| Gain related to divestitures of Care Coordination activities | - 3 | - 10 | ||
| Transaction costs NxStage | 2 | - | ||
| Expenses associated with the cost optimization program at FMC | 25 | - | ||
| Impact of FCPA related charge | - | 75 | ||
| EBIT (before special items) | 1,153 | 1,112 | 4% | 1% |
| Divestitures of Care Coordination activities at FMC | - | 0 | ||
| IFRS 16 effect | - 23 | - | ||
| EBIT on a comparable basis | 1,130 | 1,112 | 2% | - 1% |
| Net interest reported (after special items) | - 172 | - 146 | - 18% | - 15% |
| Bridge Financing costs Akorn | - | 5 | ||
| Revaluations of biosimilars contingent liabilities | 1 | - | ||
| Net interest (before special items) | - 171 | - 141 | - 21% | - 18% |
| Divestitures of Care Coordination activities at FMC | - | 0 | ||
| IFRS 16 effect | 47 | - | ||
| Net interest on a comparable basis | - 124 | - 141 | 12% | 15% |
Reconciliation from the reported fi gures including IFRS 16 to the fi gures on a comparable basis.
The special items shown within the reconciliation tables are reported in the Group Corporate / Other segment.
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Income taxes reported (after special items) | - 202 | - 196 | - 3% | - 1% |
| Transaction costs Akorn | 0 | - 1 | ||
| Bridge Financing costs Akorn | - | - 2 | ||
| Revaluations of biosimilars contingent liabilities | 0 | - | ||
| Gain related to divestitures of Care Coordination activities | - 17 | - 7 | ||
| Transaction costs NxStage | - 1 | - | ||
| Expenses associated with the cost optimization program at FMC | - 7 | - | ||
| Income taxes (before special items) | - 227 | - 206 | - 10% | - 7% |
| Divestitures of Care Coordination activities at FMC | - | - 1 | ||
| IFRS 16 effect | - 5 | - | ||
| Income taxes on a comparable basis | - 232 | - 207 | - 12% | - 10% |
| Noncontrolling interest reported (after special items) | - 311 | - 280 | - 11% | - 7% |
| Gain related to divestitures of Care Coordination activities | 14 | 12 | ||
| Transaction costs NxStage | 0 | - | ||
| Expenses associated with the cost optimization program at FMC | - 13 | - | ||
| Impact of FCPA related charge | - | - 52 | ||
| Noncontrolling interest (before special items) | - 310 | - 320 | 3% | 7% |
| Divestitures of Care Coordination activities at FMC | - | 0 | ||
| IFRS 16 effect | - 11 | - | ||
| Noncontrolling interest on a comparable basis | - 321 | - 320 | 0% | 3% |
| Net income reported (after special items) | 444 | 419 | 6% | 4% |
| Transaction costs Akorn | 0 | 5 | ||
| Bridge Financing costs Akorn | - | 3 | ||
| Revaluations of biosimilars contingent liabilities | 1 | - | ||
| Gain related to divestitures of Care Coordination activities | - 6 | - 5 | ||
| Transaction costs NxStage | 1 | - | ||
| Expenses associated with the cost optimization program at FMC | 5 | - | ||
| Impact of FCPA related charge | - | 23 | ||
| Net income (before special items) | 445 | 445 | 0% | - 2% |
| Divestitures of Care Coordination activities at FMC | - | - 1 | ||
| IFRS 16 effect | 8 | - | ||
| Net income on a comparable basis | 453 | 444 | 2% | 0% |
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 26,098 | 24,695 | 6% | 3% |
| Divestitures of Care Coordination activities | ||||
| at FMC (Fresenius Medical Care) | - | - 516 | ||
| IFRS 16 effect | 75 | - | ||
| Sales on a comparable basis | 26,173 | 24,179 | 8% | 6% |
| EBIT reported (after special items) | 3,362 | 4,020 | - 16% | - 19% |
| Transaction costs Akorn | 3 | 45 | ||
| Bridge Financing costs Akorn | - | 1 | ||
| Revaluations of biosimilars contingent liabilities | - 4 | - | ||
| Gain related to divestitures of Care Coordination activities | - 14 | - 830 | ||
| Transaction costs NxStage | 22 | - | ||
| Expenses associated with the cost optimization program at FMC | 32 | - | ||
| Impact of FCPA related charge | - | 75 | ||
| EBIT (before special items) | 3,401 | 3,311 | 3% | 0% |
| Divestitures of Care Coordination activities at FMC | - | - 14 | ||
| IFRS 16 effect | - 79 | - | ||
| EBIT on a comparable basis | 3,322 | 3,297 | 1% | - 2% |
| Net interest reported (after special items) | - 535 | - 453 | - 18% | - 15% |
| Bridge Financing costs Akorn | - | 12 | ||
| Revaluations of biosimilars contingent liabilities | 3 | - | ||
| Net interest (before special items) | - 532 | - 441 | - 21% | - 17% |
| Divestitures of Care Coordination activities at FMC | - | 21 | ||
| IFRS 16 effect | 153 | - | ||
| Net interest on a comparable basis | - 379 | - 420 | 10% | 12% |
Reconciliation from the reported fi gures including IFRS 16 to the fi gures on a comparable basis.
The special items shown within the reconciliation tables are reported in the Group Corporate / Other segment.
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Income taxes reported (after special items) | - 632 | - 754 | 16% | 19% |
| Transaction costs Akorn | 0 | - 9 | ||
| Bridge Financing costs Akorn | - | - 4 | ||
| Revaluations of biosimilars contingent liabilities | 0 | - | ||
| Gain related to divestitures of Care Coordination activities | - 15 | 140 | ||
| Transaction costs NxStage | - 6 | - | ||
| Expenses associated with the cost optimization program at FMC | - 9 | - | ||
| Income taxes (before special items) | - 662 | - 627 | - 6% | - 2% |
| Divestitures of Care Coordination activities at FMC | - | - 2 | ||
| IFRS 16 effect | - 18 | - | ||
| Income taxes on a comparable basis | - 680 | - 629 | - 8% | - 5% |
| Noncontrolling interest reported (after special items) | - 827 | - 1,302 | 36% | 39% |
| Gain related to divestitures of Care Coordination activities | 20 | 478 | ||
| Transaction costs NxStage | - 11 | - | ||
| Expenses associated with the cost optimization program at FMC | - 16 | - | ||
| Impact of FCPA related charge | - | - 52 | ||
| Noncontrolling interest (before special items) | - 834 | - 876 | 5% | 9% |
| Divestitures of Care Coordination activities at FMC | - | - 4 | ||
| IFRS 16 effect | - 31 | - | ||
| Noncontrolling interest on a comparable basis | - 865 | - 880 | 2% | 6% |
| Net income reported (after special items) | 1,368 | 1,511 | - 9% | - 12% |
| Transaction costs Akorn | 3 | 36 | ||
| Bridge Financing costs Akorn | - | 9 | ||
| Revaluations of biosimilars contingent liabilities | - 1 | - | ||
| Gain related to divestitures of Care Coordination activities | - 9 | - 212 | ||
| Transaction costs NxStage | 5 | - | ||
| Expenses associated with the cost optimization program at FMC | 7 | - | ||
| Impact of FCPA related charge | - | 23 | ||
| Net income (before special items) | 1,373 | 1,367 | 0% | - 2% |
| Divestitures of Care Coordination activities at FMC | - | 1 | ||
| IFRS 16 effect | 25 | - | ||
| Net income on a comparable basis | 1,398 | 1,368 | 2% | 0% |
FRESENIUS MEDICAL CARE — Reconciliation according to Fresenius Medical Care
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 4,419 | 4,058 | 9% | 6% |
| Divestitures of Care Coordination activities | - | - 7 | ||
| IFRS 16 effect | 35 | - | ||
| NxStage operations | - 79 | - | ||
| Sales adjusted | 4,375 | 4,051 | 8% | 5% |
| EBIT reported | 595 | 527 | 13% | 9% |
| Gain related to divestitures of Care Coordination activities | - 2 | - 10 | ||
| Divestitures of Care Coordination activities | - | 0 | ||
| IFRS 16 effect | - 21 | - | ||
| NxStage operations | 0 | - | ||
| Transaction costs NxStage | 2 | - | ||
| Expenses associated with the cost optimization program | 25 | - | ||
| Impact of FCPA related charge | - | 75 | ||
| EBIT adjusted | 599 | 592 | 1% | - 3% |
| Net income reported | 333 | 285 | 17% | 12% |
| Gain related to divestitures of Care Coordination activities | - 20 | - 17 | ||
| Divestitures of Care Coordination activities | - | 0 | ||
| IFRS 16 effect | 16 | - | ||
| NxStage operations | 15 | - | ||
| Transaction costs NxStage | 1 | - | ||
| Expenses associated with the cost optimization program | 18 | - | ||
| Impact of FCPA related charge | - | 75 | ||
| Net income adjusted | 363 | 343 | 6% | 2% |
| in Mio € | Q3 / 2019 | Q3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 4,419 | 4,058 | 9% | 6% |
| Divestitures of Care Coordination activities | - | - 7 | ||
| IFRS 16 effect | 35 | - | ||
| Sales on a comparable basis | 4,454 | 4,051 | 10% | 7% |
| EBIT reported (after special items) | 595 | 527 | 13% | 9% |
| Gain related to divestitures of Care Coordination activities | - 3 | - 10 | ||
| Transaction costs NxStage | 2 | - | ||
| Expenses associated with the cost optimization program | 25 | - | ||
| Impact of FCPA related charge | - | 75 | ||
| EBIT (before special items) | 619 | 592 | 5% | 1% |
| Divestitures of Care Coordination activities | - | 0 | ||
| IFRS 16 effect | - 20 | - | ||
| EBIT on a comparable basis | 599 | 592 | 1% | - 3% |
| Net income reported (after special items) | 332 | 284 | 17% | 12% |
| Gain related to divestitures of Care Coordination activities | - 20 | - 16 | ||
| Transaction costs NxStage | 1 | - | ||
| Expenses associated with the cost optimization program | 18 | - | ||
| Impact of FCPA related charge | - | 75 | ||
| Net income (before special items) | 331 | 343 | - 3% | - 7% |
| Divestitures of Care Coordination activities | - | - 1 | ||
| IFRS 16 effect | 17 | - | ||
| Net income on a comparable basis | 348 | 342 | 2% | - 2% |
FRESENIUS MEDICAL CARE — Reconciliation according to Fresenius Medical Care
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 12,897 | 12,247 | 5% | 1% |
| Divestitures of Care Coordination activities | - | - 516 | ||
| IFRS 16 effect | 75 | - | ||
| NxStage operations | - 188 | - | ||
| Sales adjusted | 12,784 | 11,731 | 9% | 5% |
| EBIT reported | 1,653 | 2,425 | - 32% | - 35% |
| Gain related to divestitures of Care Coordination activities | - 14 | - 830 | ||
| Divestitures of Care Coordination activities | - | - 14 | ||
| IFRS 16 effect | - 68 | - | ||
| NxStage operations | 16 | - | ||
| Transaction costs NxStage | 22 | - | ||
| Expenses associated with the cost optimization program | 32 | - | ||
| Impact of FCPA related charge | - | 75 | ||
| EBIT adjusted | 1,641 | 1,656 | - 1% | - 5% |
| Net income reported | 857 | 1,557 | - 45% | - 47% |
| Gain related to divestitures of Care Coordination activities | - 29 | - 690 | ||
| Divestitures of Care Coordination activities | - | 4 | ||
| IFRS 16 effect | 45 | - | ||
| NxStage operations | 49 | - | ||
| Transaction costs NxStage | 16 | - | ||
| Expenses associated with the cost optimization program | 23 | - | ||
| Impact of FCPA related charge | - | 75 | ||
| Net income adjusted | 961 | 946 | 2% | - 3% |
| in Mio € | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 12,897 | 12,247 | 5% | 1% |
| Divestitures of Care Coordination activities | - | - 516 | ||
| IFRS 16 effect | 75 | - | ||
| Sales on a comparable basis | 12,972 | 11,731 | 11% | 7% |
| EBIT reported (after special items) | 1,653 | 2,425 | - 32% | - 35% |
| Gain related to divestitures of Care Coordination activities | - 14 | - 830 | ||
| Transaction costs NxStage | 22 | - | ||
| Expenses associated with the cost optimization program | 32 | - | ||
| Impact of FCPA related charge | - | 75 | ||
| EBIT (before special items) | 1,693 | 1,670 | 1% | - 3% |
| Divestitures of Care Coordination activities | - | - 14 | ||
| IFRS 16 effect | - 68 | - | ||
| EBIT on a comparable basis | 1,625 | 1,656 | - 2% | - 6% |
| Net income reported (after special items) | 857 | 1,557 | - 45% | - 47% |
| Gain related to divestitures of Care Coordination activities | - 29 | - 690 | ||
| Transaction costs NxStage | 16 | - | ||
| Expenses associated with the cost optimization program | 23 | - | ||
| Impact of FCPA related charge | - | 75 | ||
| Net income (before special items) | 867 | 942 | - 8% | - 12% |
| Divestitures of Care Coordination activities | - | 4 | ||
| IFRS 16 effect | 45 | - | ||
| Net income on a comparable basis | 912 | 946 | - 4% | - 8% |
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 1,761 | 1,650 | 7% | 5% |
| Transaction costs Akorn | 0 | 6 | ||
| Revaluations of biosimilars contingent liabilities | 0 | - | ||
| EBIT (before special items) | 307 | 297 | 3% | 1% |
| IFRS 16 effect | - 1 | - | ||
| EBIT on a comparable basis | 306 | 297 | 3% | 1% |
| Transaction costs Akorn | 0 | 5 | ||
| Revaluations of biosimilars contingent liabilities | 1 | - | ||
| Net income (before special items) | 203 | 199 | 2% | - 1% |
| IFRS 16 effect | 1 | - | ||
| Net income on a comparable basis | 204 | 199 | 3% | 0% |
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 2,230 | 2,088 | 7% | 7% |
| German post-acute care business transferred from Fresenius Helios to Fresenius Vamed |
- | 0 | ||
| Sales adjusted for German post-acute care business | 2,230 | 2,088 | 7% | 7% |
| EBIT reported | 187 | 204 | - 8% | - 8% |
| IFRS 16 effect | - 4 | - | ||
| EBIT adjusted for IFRS 16 effect | 183 | 204 | - 10% | - 10% |
| German post-acute care business transferred from Fresenius Helios to Fresenius Vamed |
- | 0 | ||
| EBIT adjusted for IFRS 16 and German post-acute care business | 183 | 204 | - 10% | - 10% |
| € in millions | Q3 / 2019 | Q3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 562 | 476 | 18% | 18% |
| German post-acute care business acquired from Fresenius Helios | - 121 | - 117 | ||
| Sales adjusted for German post-acute care business | 441 | 359 | 23% | 23% |
| EBIT reported | 33 | 31 | 6% | 6% |
| IFRS 16 effect | 1 | - | ||
| EBIT adjusted for IFRS 16 effect | 34 | 31 | 10% | 10% |
| German post-acute care business acquired from Fresenius Helios | - 15 | - 15 | ||
| EBIT adjusted for IFRS 16 and German post-acute care business | 19 | 16 | 19% | 19% |
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 5,153 | 4,857 | 6% | 5% |
| Transaction costs Akorn | 3 | 45 | ||
| Revaluations of biosimilars contingent liabilities | - 4 | - | ||
| EBIT (before special items) | 920 | 854 | 8% | 4% |
| IFRS 16 effect | - 3 | - | ||
| EBIT on a comparable basis | 917 | 854 | 7% | 4% |
| Transaction costs Akorn | 3 | 36 | ||
| Revaluations of biosimilars contingent liabilities | - 1 | - | ||
| Net income (before special items) | 614 | 554 | 11% | 7% |
| IFRS 16 effect | 4 | - | ||
| Net income on a comparable basis | 618 | 554 | 12% | 8% |
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 6,890 | 6,762 | 2% | 2% |
| German post-acute care business transferred from Fresenius Helios to Fresenius Vamed |
- | - 226 | ||
| Sales adjusted for German post-acute care business | 6,890 | 6,536 | 5% | 5% |
| EBIT reported | 731 | 775 | - 6% | - 6% |
| IFRS 16 effect | - 8 | - | ||
| EBIT adjusted for IFRS 16 effect | 723 | 775 | - 7% | - 7% |
| German post-acute care business transferred from Fresenius Helios to Fresenius Vamed |
- | - 10 | ||
| EBIT adjusted for IFRS 16 and German post-acute care business | 723 | 765 | - 5% | - 5% |
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 1,469 | 991 | 48% | 48% |
| German post-acute care business acquired from Fresenius Helios | - 350 | - 117 | ||
| Sales adjusted for German post-acute care business | 1,119 | 874 | 28% | 28% |
| EBIT reported | 67 | 49 | 37% | 37% |
| IFRS 16 effect | - 2 | - | ||
| EBIT adjusted for IFRS 16 effect | 65 | 49 | 33% | 33% |
| German post-acute care business acquired from Fresenius Helios | - 31 | - 15 | ||
| EBIT adjusted for IFRS 16 and German post-acute care business | 34 | 34 | 0% | 0% |
| € in millions | Q3 / 2019 | Q3 / 2018 | Q1 – 3 / 2019 | Q1 – 3 / 2018 |
|---|---|---|---|---|
| Sales | 8,842 | 8,192 | 26,098 | 24,695 |
| Cost of sales | - 6,275 | - 5,798 | - 18,469 | - 17,481 |
| Gross profi t | 2,567 | 2,394 | 7,629 | 7,214 |
| Selling, general and administrative expenses | - 1,239 | - 1,204 | - 3,789 | - 3,540 |
| Gain related to divestitures of care coordination activities | 3 | 10 | 14 | 830 |
| Research and development expenses | - 202 | - 159 | - 492 | - 484 |
| Operating income (EBIT) | 1,129 | 1,041 | 3,362 | 4,020 |
| Net interest | - 172 | - 146 | - 535 | - 453 |
| Income before income taxes | 957 | 895 | 2,827 | 3,567 |
| Income taxes | - 202 | - 196 | - 632 | - 754 |
| Net income | 755 | 699 | 2,195 | 2,813 |
| Noncontrolling interest | 311 | 280 | 827 | 1,302 |
| Net income attributable to shareholders of Fresenius SE & Co. KGaA | 444 | 419 | 1,368 | 1,511 |
| Earnings per share in € | 0.80 | 0.75 | 2.46 | 2.72 |
| Fully diluted earnings per share in € | 0.79 | 0.75 | 2.45 | 2.71 |
The following notes are an integral part of the unaudited condensed interim fi nancial statements.
| € in millions | Q3 / 2019 | Q3 / 2018 | Q1 – 3 / 2019 | Q1 – 3 / 2018 |
|---|---|---|---|---|
| Net income | 755 | 699 | 2,195 | 2,813 |
| Other comprehensive income (loss) | ||||
| Positions which will be reclassified into net income in subsequent years | ||||
| Foreign currency translation | 750 | - 5 | 919 | 79 |
| Cash flow hedges | 1 | 5 | - 21 | 15 |
| Change of fair value of available for sale financial assets | 0 | 0 | 0 | 0 |
| Income taxes on positions which will be reclassified | 3 | - 1 | 9 | - 11 |
| Positions which will not be reclassified into net income in subsequent years | ||||
| Actuarial gains on defined benefit pension plans | 0 | 0 | 0 | 1 |
| Income taxes on positions which will not be reclassified | – | – | – | – |
| Other comprehensive income (loss), net | 754 | - 1 | 907 | 84 |
| Total comprehensive income | 1,509 | 698 | 3,102 | 2,897 |
| Comprehensive income attributable to noncontrolling interest | 685 | 289 | 1,251 | 1,387 |
| Comprehensive income attributable to shareholders of Fresenius SE & Co. KGaA |
824 | 409 | 1,851 | 1,510 |
| € in millions | September 30, 2019 | December 31, 2018 |
|---|---|---|
| Cash and cash equivalents | 1,599 | 2,709 |
| Trade accounts and other receivables, less allowance for doubtful accounts | 7,187 | 6,540 |
| Accounts receivable from and loans to related parties | 35 | 29 |
| Inventories | 3,686 | 3,218 |
| Other current assets | 2,673 | 2,294 |
| I. Total current assets | 15,180 | 14,790 |
| Property, plant and equipment | 10,968 | 10,366 |
| Right-of-use assets | 5,857 | 0 |
| Goodwill | 27,900 | 25,713 |
| Other intangible assets | 3,968 | 3,130 |
| Other non-current assets | 2,068 | 1,927 |
| Deferred taxes | 818 | 777 |
| II. Total non-current assets | 51,579 | 41,913 |
| Total assets | 66,759 | 56,703 |
| € in millions | September 30, 2019 | December 31, 2018 |
|---|---|---|
| Trade accounts payable | 1,665 | 1,823 |
| Short-term accounts payable to related parties | 189 | 67 |
| Short-term provisions and other short-term liabilities | 6,340 | 6,240 |
| Short-term debt | 2,879 | 2,354 |
| Short-term debt from related parties | 3 | – |
| Current portion of long-term debt | 753 | 353 |
| Current portion of long-term lease liabilities | 775 | 0 |
| Current portion of bonds | 499 | 1,744 |
| Current portion of convertible bonds | 398 | 493 |
| Short-term accruals for income taxes | 279 | 201 |
| A. Total short-term liabilities | 13,780 | 13,275 |
| Long-term debt, less current portion | 7,382 | 5,944 |
| Long-term lease liabilities, less current portion | 5,538 | 0 |
| Bonds, less current portion | 8,323 | 7,246 |
| Convertible bonds, less current portion | 463 | 850 |
| Long-term provisions and other long-term liabilities | 1,623 | 1,634 |
| Pension liabilities | 1,294 | 1,235 |
| Long-term accruals for income taxes | 219 | 227 |
| Deferred taxes | 1,441 | 1,284 |
| B. Total long-term liabilities | 26,283 | 18,420 |
| I. Total liabilities | 40,063 | 31,695 |
| A. Noncontrolling interest | 10,026 | 9,597 |
| Subscribed capital | 557 | 556 |
| Capital reserve | 3,978 | 3,933 |
| Other reserves | 11,982 | 11,252 |
| Accumulated other comprehensive income (loss) | 153 | - 330 |
| B. Total Fresenius SE & Co. KGaA shareholders' equity | 16,670 | 15,411 |
| II. Total shareholders' equity | 26,696 | 25,008 |
| Total liabilities and shareholders' equity | 66,759 | 56,703 |
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 |
|---|---|---|
| Operating activities | ||
| Net income | 2,195 | 2,813 |
| Adjustments to reconcile net income to cash and cash equivalents provided by operating activities |
||
| Depreciation and amortization | 1,784 | 1,064 |
| Gain on sale of investments and divestitures | - 101 | - 836 |
| Change in deferred taxes | 28 | 69 |
| Gain / loss on sale of fixed assets | - 4 | 2 |
| Changes in assets and liabilities, net of amounts from businesses acquired or disposed of |
||
| Trade accounts and other receivables, net | - 484 | - 609 |
| Inventories | - 342 | - 273 |
| Other current and non-current assets | - 362 | - 198 |
| Accounts receivable from / payable to related parties | 155 | 32 |
| Trade accounts payable, provisions and other short-term and long-term liabilities | 49 | 283 |
| Accruals for income taxes | 59 | 202 |
| Net cash provided by operating activities | 2,977 | 2,549 |
| Investing activities | ||
| Purchase of property, plant and equipment | - 1,609 | - 1,398 |
| Proceeds from sales of property, plant and equipment | 20 | 42 |
| Acquisitions and investments, net of cash acquired and net purchases of intangible assets | - 2,199 | - 856 |
| Proceeds from sale of investments and divestitures | 57 | 1,667 |
| Net cash used in investing activities | - 3,731 | - 545 |
| Financing activities | ||
| Proceeds from short-term debt | 898 | 994 |
| Repayments of short-term debt | - 338 | - 347 |
| Proceeds from long-term debt | 2,130 | 118 |
| Repayments of long-term debt | - 1,016 | - 654 |
| Repayments of lease liabilities | - 607 | 0 |
| Proceeds from the issuance of bonds | 1,433 | 497 |
| Repayments of liabilities from bonds | - 1,767 | - 742 |
| Repayments of convertible bonds | - 500 | 0 |
| Payments for the share buy-back program of Fresenius Medical Care | - 464 | - 37 |
| Proceeds / Payments of the accounts receivable securitization program | 649 | - 296 |
| Proceeds from the exercise of stock options | 38 | 84 |
| Dividends paid | - 880 | - 832 |
| Change in noncontrolling interest | 1 | 5 |
| Net cash used in fi nancing activities | - 423 | - 1,210 |
| Effect of exchange rate changes on cash and cash equivalents | 67 | 26 |
| Net decrease / increase in cash and cash equivalents | - 1,110 | 820 |
| Cash and cash equivalents at the beginning of the reporting period | 2,709 | 1,636 |
| Cash and cash equivalents at the end of the reporting period | 1,599 | 2,456 |
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 |
|---|---|---|
| Received interest | 40 | 51 |
| Paid interest | - 394 | - 426 |
| Income taxes paid | - 637 | - 684 |
| Subscribed Capital | Reserves | ||||
|---|---|---|---|---|---|
| Number of ordinary shares in thousand |
Amount € in thousands |
Amount € in millions |
Capital reserve € in millions |
Other reserves € in millions |
|
| As of December 31, 2017 | 554,710 | 554,710 | 555 | 3,848 | 9,656 |
| Adjustment due to the initial application | |||||
| of IFRS 9 and IFRS 15 | 0 | 0 | 0 | 0 | - 28 |
| As of January 1, 2018, adjusted | 554,710 | 554,710 | 555 | 3,848 | 9,628 |
| Proceeds from the exercise of stock options | 1,374 | 1,374 | 1 | 52 | |
| Compensation expense related to stock options | 20 | ||||
| Dividends paid | -416 | ||||
| Purchase of noncontrolling interest | |||||
| Noncontrolling interest subject to put provisions | 14 | ||||
| Comprehensive income (loss) | |||||
| Net income | 1,511 | ||||
| Other comprehensive income (loss) | |||||
| Cash flow hedges | |||||
| Foreign currency translation | |||||
| Actuarial gains on defined benefit pension plans |
|||||
| Comprehensive income (loss) | 1,511 | ||||
| As of September 30, 2018 | 556,084 | 556,084 | 556 | 3,920 | 10,737 |
| As of December 31, 2018 | 556,225 | 556,225 | 556 | 3,933 | 11,252 |
| Adjustment due to the initial application of IFRS 16 |
0 | 0 | 0 | 0 | - 46 |
| As of January 1, 2019, adjusted | 556,225 | 556,225 | 556 | 3,933 | 11,206 |
| Proceeds from the exercise of stock options | 976 | 976 | 1 | 29 | |
| Compensation expense related to stock options | 16 | ||||
| Dividends paid | - 445 | ||||
| Purchase of noncontrolling interest | |||||
| Share buy-back program of Fresenius Medical Care AG & Co. KGaA |
- 146 | ||||
| Noncontrolling interest subject to put provisions | - 1 | ||||
| Comprehensive income (loss) | |||||
| Net income | |||||
| Other comprehensive income (loss) | 1,368 | ||||
| Cash flow hedges | |||||
| Foreign currency translation | |||||
| Actuarial gains on defined benefit pension plans |
|||||
| Comprehensive income (loss) | 1,368 | ||||
| As of September 30, 2019 | 557,201 | 557,201 | 557 | 3,978 | 11,982 |
| Foreign currency translation € in millions |
Cash fl ow hedges € in millions |
Pensions € in millions |
Equity investments |
Total Frese nius SE & Co. KGaA shareholders' equity € in millions |
Non controlling interest € in millions |
Total shareholders' equity € in millions |
|
|---|---|---|---|---|---|---|---|
| As of December 31, 2017 | - 61 | - 60 | - 277 | 0 | 13,661 | 8,059 | 21,720 |
| Adjustment due to the initial application of IFRS 9 and IFRS 15 |
0 | 0 | 0 | 0 | - 28 | - 2 | - 30 |
| As of January 1, 2018, adjusted | - 61 | - 60 | - 277 | 0 | 13,633 | 8,057 | 21,690 |
| Proceeds from the exercise of stock options | 53 | 31 | 84 | ||||
| Compensation expense related to stock options Dividends paid |
20 - 416 |
4 - 416 |
24 - 832 |
||||
| Purchase of noncontrolling interest | 0 | 87 | 87 | ||||
| Noncontrolling interest subject to put provisions | 14 | 31 | 45 | ||||
| Comprehensive income (loss) | |||||||
| Net income | 1,511 | 1,302 | 2,813 | ||||
| Other comprehensive income (loss) | |||||||
| Cash flow hedges | 1 | 1 | 10 | 11 | |||
| Foreign currency translation | 3 | - 6 | - 3 | 75 | 72 | ||
| Actuarial gains on defined benefit pension plans |
1 | 1 | 0 | 1 | |||
| Comprehensive income (loss) | 3 | 1 | - 5 | 0 | 1,510 | 1,387 | 2,897 |
| As of September 30, 2018 | - 58 | - 59 | - 282 | 0 | 14,814 | 9,181 | 23,995 |
| As of December 31, 2018 | 38 | - 61 | - 311 | 4 | 15,411 | 9,597 | 25,008 |
| Adjustment due to the initial application of IFRS 16 |
0 | 0 | 0 | 0 | - 46 | - 98 | - 144 |
| As of January 1, 2019, adjusted | 38 | - 61 | - 311 | 4 | 15,365 | 9,499 | 24,864 |
| Proceeds from the exercise of stock options | 30 | 8 | 38 | ||||
| Compensation expense related to stock options | 16 | 2 | 18 | ||||
| Dividends paid | - 445 | - 435 | - 880 | ||||
| Purchase of noncontrolling interest | 0 | 21 | 21 | ||||
| Share buy-back program of Fresenius Medical Care AG & Co. KGaA |
- 146 | - 318 | - 464 | ||||
| Noncontrolling interest subject to put provisions | - 1 | - 2 | - 3 | ||||
| Comprehensive income (loss) | |||||||
| Net income | 1,368 | 827 | 2,195 | ||||
| Other comprehensive income (loss) | |||||||
| Cash flow hedges | - 8 | - 8 | - 7 | - 15 | |||
| Foreign currency translation | 500 | - 9 | 491 | 431 | 922 | ||
| Actuarial gains on defined benefit pension plans |
– | – | 0 | – | |||
| Comprehensive income (loss) | 500 | - 8 | - 9 | 1,851 | 1,251 | 3,102 | |
| As of September 30, 2019 | 538 | - 69 | - 320 | 4 | 16,670 | 10,026 | 26,696 |
Accumulated other comprehensive income (loss) € in millions
| Fresenius Medical Care | Fresenius Kabi | Fresenius Helios | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| adj. for IFRS 16 effect |
adj. for effect IFRS 16 |
adj. for IFRS 16 effect |
adj. for IFRS 16 effect |
adj. for IFRS 16 effect |
adj. for effect IFRS 16 |
||||||||||
| by business segment, € in millions | 2019 2 | 2019 2 | 2018 3 | Growth | Growth | 2019 4 | 2019 4 | 2018 5 | Growth | Growth | 2019 | 2019 | 2018 | Growth | Growth |
| Sales | 12,897 | 12,972 | 12,247 | 5% | 6% | 5,153 | 5,153 | 4,857 | 6% | 6% | 6,890 | 6,890 | 6,762 | 2% | 2% |
| thereof contribution to consolidated sales |
12,865 | 12,940 | 12,222 | 5% | 6% | 5,114 | 5,114 | 4,816 | 6% | 6% | 6,878 | 6,878 | 6,755 | 2% | 2% |
| thereof intercompany sales | 32 | 32 | 25 | 28% | 28% | 39 | 39 | 41 | - 5% | - 5% | 12 | 12 | 7 | 71% | 71% |
| contribution to consolidated sales | 49% | 49% | 49% | 20% | 20% | 20% | 26% | 26% | 27% | ||||||
| EBITDA | 2,834 | 2,251 | 2,204 | 29% | 2% | 1,178 | 1,129 | 1,076 | 9% | 5% | 1,043 | 992 | 1,061 | - 2% | - 7% |
| Depreciation and amortization | 1,141 | 626 | 534 | 114% | 17% | 258 | 212 | 222 | 16% | - 5% | 312 | 269 | 286 | 9% | - 6% |
| EBIT | 1,693 | 1,625 | 1,670 | 1% | - 3% | 920 | 917 | 854 | 8% | 7% | 731 | 723 | 775 | - 6% | - 7% |
| Net interest | - 327 | - 199 | - 244 | - 34% | 18% | - 62 | - 54 | - 87 | 29% | 38% | - 130 | - 115 | - 121 | - 7% | 5% |
| Income taxes | - 322 | - 337 | - 308 | - 4% | - 9% | - 206 | - 207 | - 182 | - 13% | - 14% | - 124 | - 126 | - 129 | 4% | 2% |
| shareholders of Fresenius SE & Co. KGaA Net income attributable to |
867 | 912 | 942 | - 8% | - 3% | 614 | 618 | 554 | 11% | 12% | 467 | 472 | 516 | - 9% | - 9% |
| Operating cash fl ow | 1,796 | 1,350 | 1,364 | 32% | - 1% | 737 | 695 | 820 | - 10% | - 15% | 507 | 471 | 387 | 31% | 22% |
| Cash fl ow before acquisitions and dividends | 1,019 | 573 | 662 | 54% | - 13% | 253 | 211 | 468 | - 46% | - 55% | 253 | 217 | 129 | 96% | 68% |
| Total assets 1 | 33,169 | 28,850 | 26,242 | 26% | 10% | 13,792 | 13,420 | 12,638 | 9% | 6% | 17,986 | 17,133 | 16,504 | 9% | 4% |
| Debt 1 | 13,669 | 9,211 | 7,546 | 81% | 22% | 4,503 | 4,111 | 3,867 | 16% | 6% | 7,294 | 6,436 | 6,219 | 17% | 3% |
| Other operating liabilities 1 | 5,202 | 5,202 | 5,168 | 1% | 1% | 3,148 | 3,148 | 3,107 | 1% | 1% | 2,171 | 2,171 | 2,051 | 6% | 6% |
| Capital expenditure, gross | 788 | 788 | 732 | 8% | 8% | 473 | 473 | 328 | 44% | 44% | 255 | 255 | 265 | - 4% | - 4% |
| Acquisitions, gross / investments | 2,068 | 2,068 | 820 | 152% | 152% | 85 | 85 | 10 | -- | -- | 127 | 127 | 21 | -- | -- |
| Research and development expenses | 137 | 137 | 95 | 44% | 44% | 353 | 353 | 389 | - 9% | - 9% | 1 | 1 | – | -- | -- |
| (per capita on balance sheet date) 1 Employees |
128,114 128,114 | 120,328 | 6% | 6% | 39,780 | 39,780 | 37,843 | 5% | 5% | 105,309 105,309 | 100,144 | 5% | 5% | ||
| Key fi gures | |||||||||||||||
| EBITDA margin | 22.0% | 17.4% | 18.0% | 22.9% | 21.9% | 22.2% | 15.1% | 14.4% | 15.7% | ||||||
| EBIT margin | 13.1% | 12.5% | 13.6% | 17.9% | 17.8% | 17.6% | 10.6% | 10.5% | 11.5% | ||||||
| Depreciation and amortization in % of sales |
8.8% | 4.8% | 4.4% | 5.0% | 4.1% | 4.6% | 4.5% | 3.9% | 4.2% | ||||||
| Operating cash flow in % of sales | 13.9% | 10.4% | 11.1% | 14.3% | 13.5% | 16.9% | 7.4% | 6.8% | 5.7% | ||||||
| ROOA 1 | 7.6% | 8.5% | 10.0% | 10.6% | 10.9% | 11.1% | 6.0% | 6.3% | 6.8% |
CONSOLIDATED SEGMENT REPORTING FIRST THREE QUARTERS (UNAUDITED)
FRESENIUS SE & CO. KGAA
1 2018: December 31
5 Before transaction-related expenses
At a Glance Fresenius Share Management Report Financial Statements Notes 34
2 Before transaction-related expenses, gain related to divestitures of Care Coordination activities and expenses associated with the cost optimization program 3 Before gain related to divestitures of Care Coordination activities and impact of FCPA related charge 4 Before transaction-related expenses and revaluations of biosimilars contingent liabilities
| A | |
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| A | |
| US SE & CO. KG | |
| NI | |
| FRESE | |
| D) TE DI AU N |
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| RS (U ARTE U |
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| REE Q | |
| RST TH G FI |
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| N RTI |
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| O T REP |
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| N ME |
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| G D SE |
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| ATE D |
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| OLI | |
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| CO |
| Fresenius Vamed | Corporate / Other | Fresenius Group | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| adj. for IFRS 16 effect |
adj. for effect IFRS 16 |
adj. for IFRS 16 effect |
adj. for effect IFRS 16 |
adj. for IFRS 16 effect |
adj. for IFRS 16 effect |
||||||||||
| by business segment, € in millions | 2019 | 2019 | 2018 | Growth | Growth | 2019 6 | 2019 6 | 2018 7 | Growth | Growth | 2019 | 2019 | 2018 | Growth | Growth |
| Sales | 1,469 | 1,469 | 991 | 48% | 48% | - 311 | - 311 | - 162 | - 92% | - 92% | 26,098 | 26,173 | 24,695 | 6% | 6% |
| thereof contribution to consolidated sales |
1,241 | 1,241 | 900 | 38% | 38% | 0 | 0 | 2 | - 100% | - 100% | 26,098 | 26,173 | 24,695 | 6% | 6% |
| thereof intercompany sales | 228 | 228 | 91 | 151% | 151% | - 311 | - 311 | - 164 | - 90% | - 90% | 0 | 0 | 0 | ||
| contribution to consolidated sales | 5% | 5% | 4% | 0% | 0% | 0% | 100% | 100% | 100% | ||||||
| EBITDA | 119 | 94 | 64 | 86% | 47% | - 28 | - 19 | 679 - 104% | - 103% | 5,146 | 4,447 | 5,084 | 1% | - 13% | |
| Depreciation and amortization | 52 | 29 | 15 | -- | 93% | 21 | 28 | 7 | 200% | -- | 1,784 | 1,164 | 1,064 | 68% | 9% |
| EBIT | 67 | 65 | 49 | 37% | 33% | - 49 | - 47 | 672 - 107% | - 107% | 3,362 | 3,283 | 4,020 | - 16% | - 18% | |
| Net interest | - 13 | - 9 | - 4 | -- | - 125% | - 3 | - 5 | 3 | - 200% | -- | - 535 | - 382 | - 453 | - 18% | 16% |
| Income taxes | - 14 | - 14 | - 11 | - 27% | - 27% | 34 | 34 | - 124 | 127% | 127% | - 632 | - 650 | - 754 | 16% | 14% |
| shareholders of Fresenius SE & Co. KGaA Net income attributable to |
39 | 41 | 33 | 18% | 24% | - 619 | - 650 | - 534 | - 16% | - 22% | 1,368 | 1,393 | 1,511 | - 9% | - 8% |
| Operating cash fl ow | - 17 | - 38 | - 2 | -- | -- | - 46 | - 39 | - 20 - 130% | - 95% | 2,977 | 2,439 | 2,549 | 17% | - 4% | |
| Cash fl ow before acquisitions and dividends | - 38 | - 59 | - 16 - 138% | -- | - 99 | - 92 | - 50 | - 98% | - 84% | 1,388 | 850 | 1,193 | 16% | - 29% | |
| Total assets 1 | 2,505 | 2,209 | 2,160 | 16% | 2% | - 693 | - 520 | - 529 | 18% | 38% | 66,759 | 61,092 | 56,703 | 18% | 8% |
| Debt 1 | 848 | 547 | 535 | 59% | 2% | 699 | 809 | 1,102 | - 14% | - 1% | 27,013 | 21,114 | 18,984 | 42% | 11% |
| Other operating liabilities 1 | 928 | 928 | 912 | 2% | 2% | 160 | 160 | 339 | - 15% | - 15% | 11,609 | 11,609 | 11,427 | 2% | 2% |
| Capital expenditure, gross | 23 | 23 | 24 | - 4% | - 4% | 53 | 53 | 21 | 152% | 152% | 1,592 | 1,592 | 1,370 | 16% | 16% |
| Acquisitions, gross / investments | 12 | 12 | 489 | - 98% | - 98% | 0 | 0 | - 464 | 100% | 100% | 2,292 | 2,292 | 876 | 162% | 162% |
| Research and development expenses | 0 | 0 | 0 | 1 | 1 | 0 | 492 | 492 | 484 | 2% | 2% | ||||
| (per capita on balance sheet date) 1 Employees |
18,189 | 18,189 | 17,299 | 5% | 5% | 1,243 | 1,243 | 1,136 | 9% | 9% | 292,635 292,635 | 276,750 | 6% | 6% | |
| Key fi gures | |||||||||||||||
| EBITDA margin | 8.1% | 6.4% | 6.5% | 19.8%8 | 17.1%8 | 17.7% 9 | |||||||||
| EBIT margin | 4.6% | 4.4% | 4.9% | 13.0%8 | 12.7%8 | 13.4% 9 | |||||||||
| Depreciation and amortization in % of sales |
3.5% | 2.0% | 1.5% | 6.8% | 4.4% | 4.3% | |||||||||
| Operating cash flow in % of sales | - 1.2% | - 2.6% | - 0.2% | 11.4% | 9.3% | 10.3% | |||||||||
| ROOA 1 | 6.9% | 7.9% | 9.1% | 7.7%10 | 8.2% 10 | 9.0% 11 | |||||||||
| 2 Before transaction-related expenses, gain related to divestitures of Care Coordination activities and expenses associated 6 After transaction-related expenses, revaluations of biosimilars contingent liabilities, gain related to divestitures of 3 Before gain related to divestitures of Care Coordination activities and impact of FCPA related charge 4 Before transaction-related expenses and revaluations of biosimilars contingent liabilities 5 Before transaction-related expenses with the cost optimization program 1 2018: December 31 |
optimization program at FMC. related charge |
11 The underlying pro forma EBIT does not include transaction-related expenses, revaluations of biosimilars contingent 10 The underlying pro forma EBIT does not include transaction-related expenses, revaluations of biosimilars contingent 9 Before transaction-related expenses, gain related to divestitures of Care Coordination activities and impact of FCPA liabilities, gain related to divestitures of Care Coordination activities and the impact of FCPA related charge. liabilities, gain related to divestitures of Care Coordination activities and expenses associated with the cost |
6 After transaction-related expenses, revaluations of biosimilars contingent liabilities, gain related to divestitures of Care Coordination activities and expenses associated with the cost optimization program at FMC
7 After transaction-related expenses and gain related to divestitures of Care Coordination activities and impact of FCPA related charge
8 Before transaction-related expenses, revaluations of biosimilars contingent liabilities, gain related to divestitures of Care Coordination activities and expenses associated with the cost optimization program at FMC
The following notes are an integral part of the unaudited condensed interim fi nancial statements.
The consolidated segment reporting is an integral part of the notes.
| D) TE DI AU N R (U ARTE |
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| U RD Q G THI N RTI O |
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| A A |
T REP N ME G D SE |
| US SE & CO. KG NI FRESE |
ATE D OLI NS CO |
| Fresenius Medical Care | Fresenius Kabi | Fresenius Helios | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| adj. for IFRS 16 effect |
adj. for effect IFRS 16 |
adj. for IFRS 16 effect |
adj. for effect IFRS 16 |
adj. for IFRS 16 effect |
adj. for IFRS 16 effect |
||||||||||
| by business segment, € in millions | 2019 1 | 2019 1 | 2018 2 | Growth | Growth | 2019 3 | 2019 3 | 2018 4 | Growth | Growth | 2019 | 2019 | 2018 | Growth | Growth |
| Sales | 4,419 | 4,454 | 4,058 | 9% | 10% | 1,761 | 1,761 | 1,650 | 7% | 7% | 2,230 | 2,230 | 2,088 | 7% | 7% |
| thereof contribution to consolidated sales |
4,406 | 4,441 | 4,049 | 9% | 10% | 1,747 | 1,747 | 1,637 | 7% | 7% | 2,225 | 2,225 | 2,088 | 7% | 7% |
| thereof intercompany sales | 13 | 13 | 9 | 44% | 44% | 14 | 14 | 13 | 8% | 8% | 5 | 5 | 0 | ||
| contribution to consolidated sales | 50% | 50% | 49% | 20% | 20% | 20% | 25% | 25% | 26% | ||||||
| EBITDA | 1,011 | 813 | 771 | 31% | 5% | 398 | 382 | 377 | 6% | 1% | 293 | 274 | 285 | 3% | - 4% |
| Depreciation and amortization | 392 | 214 | 179 | 119% | 20% | 91 | 76 | 80 | 14% | - 5% | 106 | 91 | 81 | 31% | 12% |
| EBIT | 619 | 599 | 592 | 5% | 1% | 307 | 306 | 297 | 3% | 3% | 187 | 183 | 204 | - 8% | - 10% |
| Net interest | - 105 | - 64 | - 76 | - 38% | 16% | - 20 | - 18 | - 27 | 26% | 33% | - 44 | - 39 | - 41 | - 7% | 5% |
| Income taxes | - 124 | - 128 | - 109 | - 14% | - 17% | - 69 | - 69 | - 58 | - 19% | - 19% | - 28 | - 29 | - 32 | 13% | 9% |
| shareholders of Fresenius SE & Co. KGaA Net income attributable to |
331 | 348 | 343 | - 3% | 1% | 203 | 204 | 199 | 2% | 3% | 112 | 113 | 128 | - 13% | - 12% |
| Operating cash fl ow | 868 | 715 | 753 | 15% | - 5% | 377 | 362 | 366 | 3% | - 1% | 196 | 183 | 128 | 53% | 43% |
| Cash fl ow before acquisitions and dividends | 584 | 431 | 497 | 18% | - 13% | 198 | 183 | 214 | - 7% | - 14% | 106 | 93 | 34 | -- | 174% |
| Capital expenditure, gross | 291 | 291 | 266 | 9% | 9% | 183 | 183 | 155 | 18% | 18% | 91 | 91 | 95 | - 4% | - 4% |
| Acquisitions, gross / investments | 103 | 103 | 468 | - 78% | - 78% | 6 | 6 | 9 | - 33% | - 33% | 25 | 25 | 10 | 150% | 150% |
| Research and development expenses | 62 | 62 | 25 | 148% | 148% | 140 | 140 | 133 | 5% | 5% | 0 | 0 | – | -- | -- |
| Key fi gures | |||||||||||||||
| EBITDA margin | 22.9% | 18.3% | 19.0% | 22.6% | 21.7% | 22.8% | 13.1% | 12.3% | 13.6% | ||||||
| EBIT margin | 14.0% | 13.4% | 14.6% | 17.4% | 17.4% | 18.0% | 8.4% | 8.2% | 9.8% | ||||||
| Depreciation and amortization in % of sales |
8.9% | 4.8% | 4.4% | 5.2% | 4.3% | 4.8% | 4.8% | 4.1% | 3.9% | ||||||
| Operating cash flow in % of sales | 19.6% | 16.1% | 18.6% | 21.4% | 20.6% | 22.2% | 8.8% | 8.2% | 6.1% |
1 Before transaction-related expenses, gain related to divestitures of Care Coordination activities and expenses associated with the cost optimization program 2 Before gain related to divestitures of Care Coordination activities and impact of FCPA related charge
3 Before transaction-related expenses and revaluations of biosimilars contingent liabilities
4 Before transaction-related expenses
| Fresenius Vamed | Corporate / Other | Fresenius Group | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| adj. for IFRS 16 effect |
adj. for effect IFRS 16 |
adj. for IFRS 16 effect |
adj. for IFRS 16 effect |
adj. for IFRS 16 effect |
adj. for IFRS 16 effect |
||||||||||
| by business segment, € in millions | 2019 | 2019 | 2018 | Growth | Growth | 2019 5 | 2019 5 | 2018 6 | Growth | Growth | 2019 | 2019 | 2018 | Growth | Growth |
| Sales | 562 | 562 | 476 | 18% | 18% | - 130 | - 130 | - 80 | - 63% | - 63% | 8,842 | 8,877 | 8,192 | 8% | 8% |
| thereof contribution to consolidated sales |
465 | 465 | 416 | 12% | 12% | - 1 | - 1 | 2 | - 150% | - 150% | 8,842 | 8,877 | 8,192 | 8% | 8% |
| thereof intercompany sales | 97 | 97 | 60 | 62% | 62% | - 129 | - 129 | - 82 | - 57% | - 57% | 0 | 0 | 0 | ||
| contribution to consolidated sales | 5% | 5% | 5% | 0% | 0% | 0% | 100% | 100% | 100% | ||||||
| EBITDA | 51 | 44 | 40 | 28% | 10% | 4 | 7 | - 81 | 105% | 109% | 1,757 | 1,520 | 1,392 | 26% | 9% |
| Depreciation and amortization | 18 | 10 | 9 | 100% | 11% | 21 | 23 | 2 | -- | -- | 628 | 414 | 351 | 79% | 18% |
| EBIT | 33 | 34 | 31 | 6% | 10% | - 17 | - 16 | - 83 | 80% | 81% | 1,129 | 1,106 | 1,041 | 8% | 6% |
| Net interest | - 4 | - 4 | - 3 | - 33% | - 33% | 1 | 0 | 1 | 0% | -100% | - 172 | - 125 | - 146 | - 18% | 14% |
| Income taxes | - 8 | - 8 | - 6 | - 33% | - 33% | 27 | 27 | 9 | 200% | 200% | - 202 | - 207 | - 196 | - 3% | - 6% |
| shareholders of Fresenius SE & Co. KGaA Net income attributable to |
21 | 22 | 22 | - 5% | 0% | - 223 | - 235 | - 273 | 18% | 14% | 444 | 452 | 419 | 6% | 8% |
| Operating cash fl ow | 33 | 27 | 54 | - 39% | - 50% | 9 | 11 | - 8 | -- | -- | 1,483 | 1,298 | 1,293 | 15% | 0% |
| Cash fl ow before acquisitions and dividends | 23 | 17 | 45 | - 49% | - 62% | - 4 | - 2 | - 22 | 82% | 91% | 907 | 722 | 768 | 18% | -6% |
| Capital expenditure, gross | 10 | 10 | 9 | 11% | 11% | 11 | 11 | 14 | - 21% | - 21% | 586 | 586 | 539 | 9% | 9% |
| Acquisitions, gross / investments | 0 | 0 | 467 | - 100% | - 100% | 1 | 1 | - 464 | 100% | 100% | 135 | 135 | 490 | - 72% | - 72% |
| Research and development expenses | 0 | 0 | 0 | 0 | 0 | 1 | - 100% | - 100% | 202 | 202 | 159 | 27% | 27% | ||
| Key fi gures | |||||||||||||||
| EBITDA margin | 9.1% | 7.8% | 8.4% | 19.9%7 | 17.2%7 | 17.9% 8 | |||||||||
| EBIT margin | 5.9% | 6.0% | 6.5% | 13.0%7 | 12.7%7 | 13.6% 8 | |||||||||
| Depreciation and amortization in % of sales |
3.2% | 1.8% | 1.9% | 7.1% | 4.7% | 4.3% |
FRESENIUS SE & CO. KGAA CONSOLIDATED SEGMENT REPORTING THIRD QUARTER (UNAUDITED) 1 Before transaction-related expenses, gain related to divestitures of Care Coordination activities and expenses associated The consolidated segment reporting is an integral part of the notes.
with the cost optimization program
4 Before transaction-related expenses
charge
charge
2 Before gain related to divestitures of Care Coordination activities and impact of FCPA related charge 3 Before transaction-related expenses and revaluations of biosimilars contingent liabilities 5 After transaction-related expenses, revaluations of biosimilars contingent liabilities, gain related to divestitures of
Care Coordination activities and expenses associated with the cost optimization program at FMC
6 After transaction-related expenses, gain related to divestitures of Care Coordination activities and impact of FCPA related
7 Before transaction-related expenses, revaluations of biosimilars contingent liabilities, gain related to divestitures of
Care Coordination activities and expenses associated with the cost optimization program at FMC
8 Before transaction-related expenses, gain related to divestitures of Care Coordination activities and impact of FCPA related
Operating cash flow in % of sales 5.9% 4.8% 11.3% 16.8% 14.6% 15.8%
Fresenius is a global health care group with products and services for dialysis, hospitals and outpatient medical care. In addition, the Fresenius Group focuses on hospi tal operations and also manages projects and provides services for hospitals and other health care facilities worldwide. Besides the activities of the parent company Fresenius SE & Co. KGaA, Bad Homburg v. d. H., the operating activities were split into the following legally independent business segments as of September 30, 2019:
The reporting currency in the Fresenius Group is the euro. In order to make the presentation clearer, amounts are mostly shown in million euros. Amounts under € 1 million after rounding are marked with "–".
Fresenius SE & Co. KGaA, as a stock exchange listed company with a domicile in a member state of the European Union, fulfi lls its obligation to prepare and publish the consolidated fi nancial statements in accordance with the International Financial Reporting Standards (IFRS) applying Section 315e of the German Commercial Code (HGB).
The accompanying condensed interim fi nancial statements comply with the International Accounting Standard (IAS) 34. They have been prepared in accordance with the IFRS in force on the reporting date and adopted by the European Union.
The Fresenius Group has applied IFRS 16, Leases, since January 1, 2019. As a result of the implementation, the Fresenius Group has updated its accounting policies accordingly. Changes in the accounting policies due to the implementation of IFRS 16 are described in note 1.IV, Recent pronouncements, applied.
For all other issues, the accounting policies applied in the accompanying consolidated fi nancial statements are the same as those applied in the consolidated fi nancial statements as of December 31, 2018.
The condensed consolidated fi nancial statements and management report for the fi rst three quarters and the third quarter ended September 30, 2019 have not been audited nor reviewed and should be read in conjunction with the notes included and published in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
Except for the reported acquisitions (see note 2, Acquisitions, divestitures and investments), there have been no other major changes in the entities consolidated.
The consolidated fi nancial statements for the fi rst three quarters and the third quarter ended September 30, 2019 include all adjustments that, in the opinion of the Management Board, are of a normal and recurring nature and are necessary to provide an appropriate view of the assets and liabilities, fi nancial position and results of operations of the Fresenius Group.
The results of operations for the fi rst three quarters ended September 30, 2019 are not necessarily indicative of the results of operations for the fi scal year 2019.
As of December 31, 2018, property, plant and equipment included leased fi xed assets of € 142 million recognized in accordance with IAS 17. These were transferred to the line item right-of-use assets as of the beginning of fi scal year 2019.
As of December 31, 2018, the item of the statement of fi nancial position current portion of long-term debt included short-term liabilities from capital leases in accordance with IAS 17 of € 22 million. From fi scal year 2019, these are included in current portion of long-term lease liabilities.
As of December 31, 2018, the statement of fi nancial position item long-term debt, less current portion included longterm liabilities from capital leases in accordance with IAS 17 of € 197 million. From fi scal year 2019, these are included in long-term lease liabilities, less current portion.
In the consolidated statement of cash fl ows, in the comparative information for the fi rst three quarters of 2018, the line item repayments of long-term debt (in prior year designated as: repayments of long-term debt and capital lease obligations) included repayments of liabilities from capital leases in accordance with IAS 17 of € 25 million. From fi scal year 2019, these repayments are included in the line item repayments of lease liabilities in accordance with IFRS 16.
The preparation of consolidated fi nancial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated fi nancial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
The Fresenius Group has prepared its consolidated fi nancial statements at September 30, 2019 in conformity with IFRS in force for the interim periods on January 1, 2019.
In the fi rst three quarters of 2019, the Fresenius Group applied the following new standard relevant for its business for the fi rst time:
In January 2016, the IASB issued IFRS 16, Leases, which supersedes the current standard on lease accounting, IAS 17, as well as the interpretations IFRIC 4, SIC-15 and SIC-27. IFRS 16 signifi cantly changes lessee accounting. For almost all leases, a lessee is required to recognize a right-of-use asset representing its right to use the underlying leased asset and a
lease liability representing its obligation to make lease payments. Only leases with a total maximum term of 12 months (short-term leases) and leases for underlying assets of low value may optionally be exempted from balance sheet recognition by applying an accounting policy choice. Depreciation of the right-of-use asset and interest on the lease liability must be recognized in the consolidated statement of income for every lease contract recognized in the balance sheet. Therefore, straight-line rental expenses will no longer be shown for the vast majority of the leases. The lessor accounting requirements in IAS 17 are substantially carried forward.
The Fresenius Group applies the modifi ed retrospective method in accordance with IFRS 16 as the transition method. Accordingly, the cumulative effect from fi rst-time application was recognized in the opening balance of retained earnings as of January 1, 2019 without adjustments to the comparative information of the previous period.
In the application of the modifi ed retrospective method, the carrying amount of the lease liability at the date of the initial application is determined by discounting the remaining lease payments of lease agreements that were classifi ed as operating leases under IAS 17 using the term-, country- and currencyspecifi c incremental borrowing rate at date of initial application. Furthermore, right-of-use assets are to be recognized. In the application of the modifi ed retrospective method, the carrying amount of the right-of-use asset equals the carrying amount of the lease liability, adjusted for any prepaid or accrued lease payments. For a part of the existing contracts, the Fresenius Group recognizes the right-of-use asset with its carrying amount assuming the new standard had been applied since the commencement date of the lease discounted using its term-, country- and currency-specifi c incremental borrowing rate at the date of initial application.
Regarding the options and exemptions available upon the initial application of IFRS 16, the Fresenius Group adopted the following approach:
Right-of-use assets from lease contracts are classifi ed in accordance with the Fresenius Group's classifi cation of property plant and equipment:
In addition to the right-of-use asset categories above, prepayments on right-of-use assets are presented separately. Rightof-use assets from lease contracts and lease liabilities are presented separately from property, plant and equipment and other fi nancial debt in the consolidated statement of fi nancial position.
For lease contracts that include both lease and non-lease components that are not separable from lease components, no allocation is performed. Each lease component and any associated non-lease components are accounted for as a single lease.
For the impacts of IFRS 16, please see note 20, Leases.
The International Accounting Standards Board (IASB) issued the following new standard relevant for the Fresenius Group's business:
In May 2017, the IASB issued IFRS 17, Insurance Contracts. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure related to the issuance of insurance contracts. IFRS 17 replaces IFRS 4, Insurance Contracts, which was brought in as an interim standard in 2004. IFRS 4 permitted the use of national accounting standards for the accounting of insurance contracts under IFRS. As a result of the varied application for insurance contracts, there was a lack of comparability among peer groups. IFRS 17 eliminates this diversity in practice by requiring all insurance contracts to be accounted for using current values. The frequent updates to the insurance values are expected to provide more useful information to users of fi nancial statements. IFRS 17 is effective for fi scal years beginning on or after January 1, 2021. Earlier adoption is permitted for entities that have also adopted IFRS 9, Financial Instruments, and IFRS 15, Revenue from Contracts with Customers. The Fresenius Group is currently evaluating the impact of IFRS 17 on the consolidated fi nancial statements.
The EU Commission's endorsement of IFRS 17 is still outstanding.
In the Fresenius Group's view, all other pronouncements issued by the IASB do not have a material impact on the consolidated fi nancial statements, as expected.
The Fresenius Group made acquisitions, investments and purchases of intangible assets of € 2,292 million and € 876 million in the fi rst three quarters of 2019 and 2018, respectively. Of this amount, € 2,199 million was paid in cash and € 93 million was assumed obligations in the fi rst three quarters of 2019.
In the fi rst three quarters of 2019, Fresenius Medical Care spent € 2,068 million on acquisitions, mainly on the purchase of NxStage Medical, Inc. (NxStage).
On February 21, 2019, Fresenius Medical Care acquired all of the outstanding shares of NxStage for US\$ 30.00 per common share. The total acquisition value of this business combination, net of cash acquired, is US\$ 1,976 million (€ 1,741 million at date of closing). NxStage is a leading medical technology company that develops, produces and markets an innovative product portfolio of medical devices for use in home dialysis and in the critical care setting. NxStage has been consolidated as of February 21, 2019.
The transaction was accounted for as a business combination. The following table summarizes the current estimated fair values of assets acquired and liabilities assumed at the date of the acquisition. This allocation of the purchase price is based upon the best information available to management at present. Due to the relatively short interval between the closing date of the acquisition and the date of the statement of
fi nancial position, this information may be incomplete. Any adjustments to acquisition accounting, net of related income tax effects, will be recorded with a corresponding adjustment to goodwill.
| Cash and cash equivalents | 47 |
|---|---|
| Trade accounts and other receivables | 34 |
| Inventories | 65 |
| Other current assets | 19 |
| Property, plant and equipment | 94 |
| Right-of-use assets | 22 |
| Intangible assets and other assets | 826 |
| Goodwill | 1,163 |
| Accounts payable, current provisions and other current liabilities |
- 72 |
| Income tax payable and deferred taxes | - 121 |
| Lease liabilities | - 22 |
| Other liabilities | - 26 |
| Noncontrolling interest | - 4 |
| Total acquisition cost | 2,023 |
| Less cash acquired | - 47 |
| Net cash paid | 1,976 |
As of the acquisition date, it is estimated that amortizable intangible assets acquired in this acquisition will have weighted-average useful lives of 13 years.
Goodwill in the amount of US\$ 1,163 million was acquired as part of the NxStage acquisition.
NxStage's results have been included in the Fresenius Group's consolidated statement of income since February 21, 2019. Specifi cally, NxStage has contributed US\$ 211 million (€ 188 million) to sales and - US\$ 26 million (- € 24 million) to the operating income (EBIT) of the Fresenius Group for the fi rst three quarters of 2019. This operating loss amount does not include synergies which may have resulted at consolidated entities outside NxStage since the acquisition closed.
In the fi rst three quarters of 2019, Fresenius Kabi spent € 85 million on acquisitions, mainly for already planned acquisition related milestone payments relating to the acquisition of the biosimilars business.
On April 24, 2017, Fresenius announced that Fresenius Kabi has agreed to acquire Akorn, Inc. (Akorn), a U.S.-based manufacturer and marketer of prescription and over-thecounter pharmaceutical products, for approximately US\$ 4.3 billion, or US\$ 34 per share, plus the prevailing net debt at closing of the transaction.
Fresenius conducted an independent investigation, using external experts, into alleged breaches of FDA data integrity requirements relating to product development at Akorn.
Fresenius decided on April 22, 2018 to terminate the merger agreement with Akorn, due to Akorn's failure to fulfi ll several closing conditions.
Fresenius' decision was based on, among other factors, material breaches of FDA data integrity requirements relating to Akorn's operations found during Fresenius' independent investigation. Fresenius offered to delay its decision in order to allow Akorn additional opportunity to complete its own investigation and present any information it wished Fresenius to consider, but Akorn declined that offer.
Akorn disagreed with Fresenius' position and fi led a lawsuit on April 23, 2018 purporting to enforce the merger agreement.
Fresenius fi led a counterclaim on April 30, 2018. The trial of the lawsuit took place in the Delaware Court of Chancery from July 9 to 13 and on August 23, 2018.
On October 1, 2018, the Court of Chancery in the U.S. state of Delaware ruled in favor of Fresenius in the lawsuit by Akorn, Inc. against Fresenius for the consummation of the April 2017 merger agreement.
Akorn appealed on October 18, 2018 against this ruling to the Delaware Supreme Court. On December 7, 2018, the Delaware Supreme Court, being the highest court and fi nal instance in Delaware, affi rmed the ruling of the Court of Chancery in favor of Fresenius. Fresenius has sued Akorn for damages suffered as a result of lost acquisition expenses.
In the fi rst three quarters of 2019, Fresenius Helios spent € 127 million on acquisitions, mainly for the purchase of Clínica Medellín, S.A. in Colombia as well as Mitteldeutsches Institut für Arbeitsmedizin GmbH and outpatient clinics in Germany.
In the fi rst three quarters of 2019, Fresenius Vamed spent € 12 million on acquisitions, mainly for the increased shareholding in a post-acute clinic in Austria.
Net income attributable to shareholders of Fresenius SE & Co. KGaA for the fi rst three quarters of 2019 in the amount of € 1,368 million includes special items relating to the acquisition of NxStage and the cost optimization program of Fresenius Medical Care. Furthermore, special items due to divestitures of Care Coordination activities, the revaluation of biosimilars contingent liabilities as well as the terminated merger agreement with Akorn, Inc. are included in net income attributable to shareholders of Fresenius SE & Co. KGaA.
The special items had the following impact on the consolidated statement of income:
| Earnings Q1 – 3 / 2019 according to IFRS |
3,362 | - 535 | 1,368 |
|---|---|---|---|
| Akorn | - 3 | 0 | - 3 |
| Transaction-related effects of | |||
| Transaction-related effects of biosimilars |
4 | - 3 | 1 |
| Gain related to divestitures of Care Coordination activities |
14 | 0 | 9 |
| Cost optimization program Fresenius Medical Care |
- 32 | 0 | - 7 |
| Transaction-related effects of NxStage |
- 22 | 0 | - 5 |
| Earnings Q1 – 3 / 2019, before special items |
3,401 | - 532 | 1,373 |
| € in millions | EBIT | Interest expenses |
Net income attributable to share holders of Fresenius SE & Co. KGaA |
In the fi rst three quarters of 2019, sales by activity were as follows:
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 |
|---|---|---|
| Sales from contracts with customers | 25,802 | 24,456 |
| thereof sales of services | 17,825 | 17,026 |
| thereof sales of products and related services |
7,560 | 7,082 |
| thereof sales from long-term production contracts |
410 | 342 |
| thereof further sales from contracts with customers |
7 | 6 |
| Other sales | 296 | 239 |
| Sales | 26,098 | 24,695 |
Other sales include sales from insurance and lease contracts.
Research and development expenses of € 492 million (Q1 – 3 / 2018: € 484 million) included expenditures for research and non- capitalizable development costs as well as regular depreciation and amortization expenses relating to capitalized development costs of € 13 million (Q1 – 3 / 2018: € 11 million). Furthermore, in the fi rst three quarters of 2019, research and development expenses included reversals of writedowns on capitalized develop ment expenses of € 16 million (Q1 – 3 / 2018: impairments of € 7 million). The expenses for the further development of the biosimilars business included in the research and development expenses amounted to € 77 million in the fi rst three quarters of 2019 (Q1 – 3 / 2018: € 113 million).
During the fi rst three quarters of 2019, there were no material changes relating to accruals for income taxes as well as recognized and accrued payments for interest and penalties. Further information can be found in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
The following table shows the earnings per share including and excluding the dilutive effect from stock options issued:
| Q1 – 3 / 2019 | Q1 – 3 / 2018 | |
|---|---|---|
| Numerators, € in millions | ||
| Net income attributable to | ||
| shareholders of | ||
| Fresenius SE & Co. KGaA | 1,368 | 1,511 |
| less effect from dilution due to | ||
| Fresenius Medical Care shares | – | 1 |
| Income available to | ||
| all ordinary shares | 1,368 | 1,510 |
| Denominators in number of shares | ||
| Weighted-average number of | ||
| ordinary shares outstanding | 556,665,454 | 555,320,288 |
| Potentially dilutive | ||
| ordinary shares | 639,211 | 1,997,961 |
| Weighted-average number | ||
| of ordinary shares outstanding | ||
| assuming dilution | 557,304,665 | 557,318,249 |
| Basic earnings per share in € | 2.46 | 2.72 |
| Fully diluted earnings per share in € | 2.45 | 2.71 |
As of September 30, 2019 and December 31, 2018, cash and cash equivalents were as follows:
As of September 30, 2019 and December 31, 2018, earmarked funds of € 133 million and € 123 million, respectively, were included in cash and cash equivalents.
As of September 30, 2019 and December 31, 2018, trade accounts and other receivables were as follows:
| € in millions | Sept. 30, 2019 | Dec. 31, 2018 |
|---|---|---|
| Cash | 1,211 | 1,273 |
| Time deposits and securities | ||
| (with a maturity of up to 90 days) | 388 | 1,436 |
| Total cash and cash equivalents | 1,599 | 2,709 |
| September 30, 2019 | Dec. 31, 2018 | |||
|---|---|---|---|---|
| € in millions | thereof credit impaired |
thereof credit impaired |
||
| Trade accounts and other receivables | 7,537 | 740 | 6,863 | 671 |
| less allowance for doubtful accounts | 350 | 272 | 323 | 253 |
| Trade accounts and other receivables, net | 7,187 | 468 | 6,540 | 418 |
Within trade accounts and other receivables, net, as of September 30, 2019, € 7,438 million relate to revenue from contracts with customers as defi ned by IFRS 15. This amount includes € 350 million of allowance for doubtful accounts. Further trade accounts and other receivables, net relate to lease contracts.
As of September 30, 2019 and December 31, 2018, inventories consisted of the following:
| 404 326 |
|---|
| 2,571 2,245 |
| 136 114 |
| 847 |
At equity investments as of September 30, 2019 in the amount of € 683 million (December 31, 2018: € 650 million) mainly related to the joint venture named Vifor Fresenius Medical Care Renal Pharma Ltd. between Fresenius Medical Care and Galenica Ltd. In the fi rst three quarters of 2019, income of € 63 million (Q1 – 3 / 2018: € 52 million) resulting from this valuation was included in selling, general and administrative expenses in the consolidated statement of income.
As of September 30, 2019 and December 31, 2018, intangible assets, split into amortizable and non-amortizable intangible assets, consisted of the following:
| September 30, 2019 | December 31, 2018 | |||||
|---|---|---|---|---|---|---|
| € in millions | Acquisition cost |
Accumulated amortization |
Carrying amount |
Acquisition cost |
Accumulated amortization |
Carrying amount |
| Technology | 1.001 | 291 | 710 | 428 | 235 | 193 |
| Capitalized development costs | 958 | 260 | 698 | 895 | 255 | 640 |
| Customer relationships | 768 | 158 | 610 | 717 | 122 | 595 |
| Tradenames | 695 | 119 | 576 | 699 | 90 | 609 |
| Software | 995 | 505 | 490 | 821 | 433 | 388 |
| Patents, product and distribution rights | 775 | 473 | 302 | 759 | 432 | 327 |
| Non-compete agreements | 344 | 302 | 42 | 329 | 282 | 47 |
| Other | 601 | 308 | 293 | 418 | 289 | 129 |
| Total | 6,137 | 2,416 | 3,721 | 5,066 | 2,138 | 2,928 |
The increase of the position technology mainly relates to the acquisition of NxStage.
| September 30, 2019 | December 31, 2018 | |||||
|---|---|---|---|---|---|---|
| € in millions | Acquisition cost |
Accumulated amortization |
Carrying amount |
Acquisition cost |
Accumulated amortization |
Carrying amount |
| Goodwill | 27,900 | 0 | 27,900 | 25,713 | 0 | 25,713 |
| Tradenames | 244 | 0 | 244 | 199 | 0 | 199 |
| Management contracts | 3 | 0 | 3 | 3 | 0 | 3 |
| Total | 28,147 | 0 | 28,147 | 25,915 | 0 | 25,915 |
The carrying amount of goodwill has developed as follows:
| € in millions | Fresenius Medical Care |
Fresenius Kabi |
Fresenius Helios |
Fresenius Vamed |
Corporate / Other |
Fresenius Group |
|---|---|---|---|---|---|---|
| Carrying amount as of January 1, 2018 | 12,104 | 5,155 | 7,902 | 118 | 6 | 25,285 |
| Additions | 328 | 44 | 102 | 21 | 0 | 495 |
| Disposals | - 664 | 0 | - 1 | – | 0 | - 665 |
| Reclassifi cations | 0 | 0 | - 146 | 146 | 0 | 0 |
| Foreign currency translation | 442 | 156 | 0 | 0 | 0 | 598 |
| Carrying amount as of December 31, 2018 | 12,210 | 5,355 | 7,857 | 285 | 6 | 25,713 |
| Additions | 1,315 | 0 | 70 | 4 | 0 | 1,389 |
| Disposals | 0 | 0 | - 3 | 0 | 0 | - 3 |
| Reclassifi cations | 7 | 0 | 0 | 0 | 0 | 7 |
| Foreign currency translation | 589 | 205 | 0 | 0 | 0 | 794 |
| Carrying amount as of September 30, 2019 | 14,121 | 5,560 | 7,924 | 289 | 6 | 27,900 |
The increase of goodwill mainly relates to the acquisition of NxStage and foreign currency translation.
As of September 30, 2019 and December 31, 2018, the carrying amounts of the other non-amortizable intangible assets were € 231 million and € 186 million, for Fresenius Medical Care as well as € 16 million for Fresenius Kabi.
As of September 30, 2019 and December 31, 2018, short-term debt consisted of the following:
| Book value | ||
|---|---|---|
| € in millions | September 30, 2019 | December 31, 2018 |
| Fresenius SE & Co. KGaA Commercial Paper | 1,000 | 973 |
| Fresenius Medical Care AG & Co. KGaA Commercial Paper | 1,000 | 1,000 |
| Other short-term debt | 879 | 381 |
| Short-term debt | 2,879 | 2,354 |
As of September 30, 2019 and December 31, 2018, long-term debt net of debt issuance costs consisted of the following:
| Book value | ||
|---|---|---|
| € in millions | September 30, 2019 | December 31, 2018 |
| Fresenius Medical Care Credit Agreement | 2,447 | 1,887 |
| Fresenius Credit Agreement | 2,258 | 2,116 |
| Schuldschein Loans | 2,191 | 1,629 |
| Accounts Receivable Facility of Fresenius Medical Care | 669 | 0 |
| Capital lease obligations 1 | 0 | 219 |
| Other | 570 | 446 |
| Subtotal | 8,135 | 6,297 |
| less current portion | 753 | 353 |
| Long-term debt, less current portion 2 | 7,382 | 5,944 |
The position included liabilities from capital leases in accordance with IAS 17 as of December 31, 2018. From January 1, 2019, these are transferred to current portion of long-term lease liabilities and long-term lease liabilities, less current portion.
As of December 31, 2018, the item was designated as long-term debt and capital lease obligations, less current portion and included liabilities from capital leases in accordance with IAS 17. From January 1, 2019, these are transferred to long-term lease liabilities, less current portion.
Fresenius Medical Care Credit Agreement
Fresenius Medical Care AG & Co. KGaA (FMC-AG & Co. KGaA) originally entered into a syndicated credit facility ( Fresenius Medical Care 2012 Credit Agreement) of US\$ 3,850 million and a 5-year tenor on October 30, 2012.
In the years 2014 and 2017, various amendments of the Fresenius Medical Care Credit Agreement were made. These related to the amount and structure of the available tranches, among other items. In addition, the terms have been extended.
The following tables show the available and outstanding amounts under the Fresenius Medical Care Credit Agreement at September 30, 2019 and at December 31, 2018:
| September 30, 2019 | |||
|---|---|---|---|
| Balance outstanding | |||
| € in millions | € in millions | ||
| US\$ 900 million | 827 | US\$300 million | 276 |
| € 600 million | 600 | € 325 million | 325 |
| US\$ 1,260 million | 1,157 | US\$ 1,260 million | 1,157 |
| € 400 million | 400 | € 400 million | 400 |
| € 294 million | 294 | € 294 million | 294 |
| 3,278 | 2,452 | ||
| 5 | |||
| 2,447 | |||
| Maximum amount available |
| December 31, 2018 | |||||
|---|---|---|---|---|---|
| Maximum amount available | Balance outstanding | ||||
| € in millions | € in millions | ||||
| Revolving Credit Facility (in US\$) 2017 / 2022 | US\$ 900 million | 786 | US\$0 million | 0 | |
| Revolving Credit Facility (in €) 2017 / 2022 | € 600 million | 600 | € 0 million | 0 | |
| Term Loan (in US\$) 2017 / 2022 | US\$ 1,350 million | 1,179 | US\$1,350 million | 1,179 | |
| Term Loan (in €) 2017 / 2020 | € 400 million | 400 | € 400 million | 400 | |
| Term Loan (in €) 2017 / 2022 | € 315 million | 315 | € 315 million | 315 | |
| Total | 3,280 | 1,894 | |||
| less fi nancing cost | 7 | ||||
| Total | 1,887 |
The Term Loan of FMC-AG & Co. KGaA in the amount of € 400 million due on July 30, 2020, is shown as current portion of long-term debt in the consolidated statement of fi nancial position at September 30, 2019.
As of September 30, 2019, FMC-AG & Co. KGaA and its subsidiaries were in compliance with all covenants under the Fresenius Medical Care Credit Agreement.
On December 20, 2012, Fresenius SE & Co. KGaA and various subsidiaries entered into a delayed draw syndicated credit
agreement (2013 Credit Agreement) in the original amount of US\$ 1,300 million and € 1,250 million. Since the initial funding of the Credit Agreement in June 2013, additional tranches were added. Furthermore, scheduled amortization payments as well as voluntary repayments have been made. In August 2017, the Credit Agreement was refi nanced and replaced by new tranches with a total amount of approximately € 3,800 million.
In August 2019, the Revolving Credit Facility of the Credit Agreement was increased by € 100 million to expand the fi nancial cushion.
The following tables show the available and outstanding amounts under the Fresenius Credit Agreement at September 30, 2019 and at December 31, 2018:
| September 30, 2019 | ||||
|---|---|---|---|---|
| € in millions | € in millions | |||
| € 1,100 million | 1,100 | 0 million | 0 | |
| US\$ 500 million | 459 | US\$ 250 million | 229 | |
| € 750 million | 750 | € 750 million | 750 | |
| € 800 million | 800 | € 800 million | 800 | |
| US\$ 530 million | 487 | US\$ 530 million | 487 | |
| 3,596 | 2,266 | |||
| 8 | ||||
| 2,258 | ||||
| Maximum amount available | Balance outstanding |
| December 31, 2018 | |||||
|---|---|---|---|---|---|
| Maximum amount available | Balance outstanding | ||||
| € in millions | € in millions | ||||
| Revolving Credit Facility (in €) 2017 / 2022 | € 1,000 million | 1,000 | € 0 million | 0 | |
| Revolving Credit Facility (in US\$) 2017 / 2022 | US\$ 500 million | 437 | US\$ 0 million | 0 | |
| Term Loan (in €) 2017 / 2021 | € 750 million | 750 | € 750 million | 750 | |
| Term Loan (in €) 2017 / 2022 | € 875 million | 875 | € 875 million | 875 | |
| Term Loan (in US\$) 2017 / 2022 | US\$ 575 million | 502 | US\$ 575 million | 502 | |
| Total | 3,564 | 2,127 | |||
| less fi nancing cost | 11 | ||||
| Total | 2,116 |
As of September 30, 2019, the Fresenius Group was in com pliance with all covenants under the Fresenius Credit Agreement.
As of September 30, 2019 and December 31, 2018, Schuldschein Loans of the Fresenius Group net of debt issuance costs consisted of the following:
| Book value € in millions |
|||||
|---|---|---|---|---|---|
| Notional amount | Maturity | Interest rate fi xed / variable |
Sept. 30, 2019 | Dec 31, 2018 | |
| Fresenius SE & Co. KGaA 2014 / 2020 | € 156 million | April 2, 2020 | variable | 0 | 156 |
| Fresenius SE & Co. KGaA 2014 / 2020 | € 106 million | April 2, 2020 | 2.67% | 106 | 106 |
| Fresenius SE & Co. KGaA 2017 / 2022 | € 372 million | Jan. 31, 2022 | 0.93% / variable | 371 | 371 |
| Fresenius SE & Co. KGaA 2015 / 2022 | € 21 million | April 7, 2022 | 1.61% | 21 | 21 |
| Fresenius SE & Co. KGaA 2019 / 2023 | € 378 million | Sept. 25, 2023 | 0.55% / variable | 377 | 0 |
| Fresenius SE & Co. KGaA 2017 / 2024 | € 421 million | Jan. 31, 2024 | 1.40% / variable | 420 | 420 |
| Fresenius SE & Co. KGaA 2019 / 2026 | € 238 million | Sept. 23, 2026 | 0.85% / variable | 238 | 0 |
| Fresenius SE & Co. KGaA 2017 / 2027 | € 207 million | Jan. 29, 2027 | 1.96% / variable | 207 | 207 |
| Fresenius SE & Co. KGaA 2019 / 2029 | € 84 million | Sept. 24, 2029 | 1.10% / variable | 84 | 0 |
| Fresenius US Finance II, Inc. 2016 / 2021 | US\$ 342 million | March 10, 2021 | 2.66% / variable | 313 | 297 |
| Fresenius US Finance II, Inc. 2016 / 2023 | US\$ 58 million | March 10, 2023 | 3.12% / variable | 54 | 51 |
| Schuldschein Loans | 2,191 | 1,629 |
On September 23, 2019, Fresenius SE & Co. KGaA issued € 700 million of Schuldschein Loans in tranches of 4, 7 and 10 years with fi xed and variable interest rates. The proceeds were used for general corporate purposes including refi nancing of the convertible bonds issued by Fresenius SE & Co. KGaA in the amount of € 500 million due on September 24, 2019.
In order to optimize the capital structure and to further reduce fi nancing costs, two fl oating rate tranches of Schuldschein Loans due originally on April 2, 2020 in the amount
of € 55 million and € 101 million have been terminated and prepaid as per April 2, 2019.
As of September 30, 2019, the Schuldschein Loans of Fresenius SE & Co. KGaA with fi xed interest rates in the amount of € 106 million due on April 2, 2020, are shown as current portion of long-term debt in the consolidated statement of fi nancial position.
As of September 30, 2019, the Fresenius Group was in compliance with all of its covenants under the Schuldschein Loans.
In addition to the fi nancial liabilities described before, the Fresenius Group maintains additional credit facilities which have not been utilized, or have only been utilized in part, as of the reporting date. At September 30, 2019, the additional fi nancial cushion resulting from unutilized credit facilities was approximately € 2.9 billion. Thereof approximately € 2.2 billion accounted for syndicated credit facilities.
As of September 30, 2019 and December 31, 2018, bonds of the Fresenius Group net of debt issuance costs consisted of the following:
| Book value € in millions |
||||||
|---|---|---|---|---|---|---|
| Notional amount | Maturity | Interest rate | Sept. 30, 2019 | Dec. 31, 2018 | ||
| Fresenius Finance Ireland PLC 2017 / 2022 | € 700 million | Jan. 31, 2022 | 0.875% | 697 | 697 | |
| Fresenius Finance Ireland PLC 2017 / 2024 | € 700 million | Jan. 30, 2024 | 1.50% | 697 | 696 | |
| Fresenius Finance Ireland PLC 2017 / 2027 | € 700 million | Feb. 1, 2027 | 2.125% | 693 | 692 | |
| Fresenius Finance Ireland PLC 2017 / 2032 | € 500 million | Jan. 30, 2032 | 3.00% | 495 | 494 | |
| Fresenius SE & Co. KGaA 2014 / 2019 | € 300 million | Feb. 1, 2019 | 2.375% | 0 | 300 | |
| Fresenius SE & Co. KGaA 2012 / 2019 | € 500 million | Apr. 15, 2019 | 4.25% | 0 | 500 | |
| Fresenius SE & Co. KGaA 2013 / 2020 | € 500 million | July 15, 2020 | 2.875% | 499 | 499 | |
| Fresenius SE & Co. KGaA 2014 / 2021 | € 450 million | Feb. 1, 2021 | 3.00% | 448 | 447 | |
| Fresenius SE & Co. KGaA 2014 / 2024 | € 450 million | Feb. 1, 2024 | 4.00% | 450 | 450 | |
| Fresenius SE & Co. KGaA 2019 / 2025 | € 500 million | Feb. 15, 2025 | 1.875% | 495 | 0 | |
| Fresenius SE & Co. KGaA 2019 / 2029 | € 500 million | Feb. 15, 2029 | 2.875% | 494 | 0 | |
| Fresenius US Finance II, Inc. 2014 / 2021 | US\$ 300 million | Feb. 1, 2021 | 4.25% | 275 | 261 | |
| Fresenius US Finance II, Inc. 2015 / 2023 | US\$ 300 million | Jan. 15, 2023 | 4.50% | 274 | 260 | |
| FMC Finance VII S.A. 2011 / 2021 | € 300 million | Feb. 15, 2021 | 5.25% | 298 | 297 | |
| FMC Finance VIII S.A. 2012 / 2019 | € 250 million | July 31, 2019 | 5.25% | 0 | 246 | |
| Fresenius Medical Care AG & Co. KGaA 2018 / 2025 | € 500 million | July 11, 2025 | 1.50% | 497 | 496 | |
| Fresenius Medical Care US Finance, Inc. 2011 / 2021 | US\$ 650 million | Feb. 15, 2021 | 5.75% | 595 | 565 | |
| Fresenius Medical Care US Finance II, Inc. 2012 / 2019 | US\$ 800 million | July 31, 2019 | 5.625% | 0 | 698 | |
| Fresenius Medical Care US Finance II, Inc. 2014 / 2020 | US\$ 500 million | Oct. 15, 2020 | 4.125% | 458 | 435 | |
| Fresenius Medical Care US Finance II, Inc. 2012 / 2022 | US\$ 700 million | Jan. 31, 2022 | 5.875% | 642 | 610 | |
| Fresenius Medical Care US Finance II, Inc. 2014 / 2024 | US\$ 400 million | Oct. 15, 2024 | 4.75% | 365 | 347 | |
| Fresenius Medical Care US Finance III, Inc. 2019 / 2029 | US\$ 500 million | June 15, 2029 | 3.75% | 450 | 0 | |
| Bonds | 8,822 | 8,990 |
On January 21, 2019, Fresenius SE & Co. KGaA issued bonds with an aggregate volume of € 1.0 billion. The bonds consist of 2 tranches with maturities of 6 and 10 years. The coupon of the 6-year tranche of € 500 million is 1.875% and was issued at a price of 99.257%. The € 500 million tranche with a 10-year maturity has a coupon of 2.875% and was issued at a price of 99.164%. The proceeds were used for general corporate purposes including refi nancing of the bonds issued by Fresenius SE & Co. KGaA in the amount of € 300 million due on February 1, 2019 and € 500 million due on April 15, 2019. These were redeemed at maturity.
On June 20, 2019, Fresenius Medical Care US Finance III, Inc. issued bonds with a volume of US\$ 500 million. The bonds have a maturity of 10 years and a coupon of 3.75%.
The bonds were issued at a price of 98.461%. The proceeds were used for general corporate purposes and the refi nancing of maturing liabilities.
The bonds issued by FMC Finance VIII S.A. in the amount of € 250 million and the bonds issued by Fresenius Medical Care US Finance II, Inc. in the amount of US\$ 800 million, which were due on July 31, 2019, were redeemed at maturity.
As of September 30, 2019, the bonds issued by Fresenius SE & Co. KGaA in the amount of € 500 million, due on July 15, 2020, are shown as current portion of bonds in the consolidated statement of fi nancial position.
As of September 30, 2019, the Fresenius Group was in compliance with all of its covenants under the bonds.
As of September 30, 2019 and December 31, 2018, the convertible bonds of the Fresenius Group net of debt issuance costs consisted of the following:
| Book value € in millions |
||||||
|---|---|---|---|---|---|---|
| Notional amount | Maturity | Coupon | Current conversion price |
Sept. 30, 2019 | Dec. 31, 2018 | |
| Fresenius SE & Co. KGaA 2014 / 2019 | € 500 million | Sept. 24, 2019 | 0.000% | € 48.6457 | 0 | 493 |
| Fresenius SE & Co. KGaA 2017 / 2024 | € 500 million | Jan. 31, 2024 | 0.000% | € 106.4928 | 463 | 457 |
| Fresenius Medical Care AG & Co. KGaA 2014 / 2020 | € 400 million | Jan. 31, 2020 | 1.125% | € 72.7803 | 398 | 393 |
| Convertible bonds | 861 | 1,343 |
The fair value of the derivative embedded in the convertible bonds of Fresenius SE & Co. KGaA was € 0.8 million at September 30, 2019. The derivative embedded in the convertible bonds of Fresenius Medical Care AG & Co. KGaA (FMC-AG & Co. KGaA) was recognized with a fair value of € 0.5 million at September 30, 2019. Fresenius SE & Co. KGaA and FMC-AG & Co. KGaA have purchased stock options (call options) to hedge future fair value fl uctuations of these derivatives. As of September 30, 2019, the call options had a corresponding aggregate fair value of € 0.8 million and € 0.5 million, respectively.
The conversions will be cash-settled. Any increase of Fresenius' share price and of Fresenius Medical Care's share price above the conversion price would be offset by a corresponding value increase of the call options.
The derivatives embedded in the convertible bonds and the call options are recognized in other current and other non-current liabilities / assets in the consolidated statement of fi nancial position.
The convertible bonds issued by Fresenius SE & Co. KGaA in the amount of € 500 million which were due on September 24, 2019 were redeemed at maturity. The convertible bonds issued by FMC-AG & Co. KGaA in the amount of € 400 million due on January 31, 2020, are shown as current portion of convertible bonds in the consolidated statement of fi nancial position.
At September 30, 2019, the pension liability of the Fresenius Group was € 1,316 million. The current portion of the pension liability of € 22 million is recognized in the consolidated statement of fi nancial position within short-term provisions and other short-term liabilities. The non-current portion of € 1,294 million is recorded as pension liability.
Contributions to Fresenius Group's pension fund were € 11 million in the fi rst three quarters of 2019. The Fresenius Group expects approximately € 15 million contributions to the pension fund during 2019.
Defi ned benefi t pension plans' net periodic benefi t costs of € 69 million (Q1 – 3 / 2018: € 63 million) were comprised of the following components:
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 |
|---|---|---|
| Service cost | 47 | 44 |
| Net interest cost | 22 | 19 |
| Net periodic benefi t cost | 69 | 63 |
As of September 30, 2019 and December 31, 2018, noncontrolling interest in the Fresenius Group was as follows:
| € in millions | Sept. 30, 2019 | Dec. 31, 2018 |
|---|---|---|
| Noncontrolling interest in Fresenius Medical Care AG & Co. KGaA |
8,419 | 8,143 |
| Noncontrolling interest in VAMED AG |
86 | 83 |
| Noncontrolling interest in the business segments |
||
| Fresenius Medical Care | 1,267 | 1,144 |
| Fresenius Kabi | 116 | 102 |
| Fresenius Helios | 124 | 113 |
| Fresenius Vamed | 14 | 12 |
| Total noncontrolling interest | 10,026 | 9,597 |
Noncontrolling interest changed as follows:
| € in millions | Q1 – 3 / 2019 |
|---|---|
| Noncontrolling interest as of December 31, 2018 | 9,597 |
| Adjustment due to the initial application of IFRS 16 | - 98 |
| As of January 1, 2019, adjusted | 9,499 |
| Noncontrolling interest in profi t | 827 |
| Purchase of noncontrolling interest | 21 |
| Stock options | 10 |
| Share buy-back program of | |
| Fresenius Medical Care AG & Co. KGaA | - 318 |
| Dividend payments | - 435 |
| Currency effects and other changes | 422 |
| Noncontrolling interest as of September 30, 2019 | 10,026 |
As of January 1, 2019, the subscribed capital of Fresenius SE & Co. KGaA consisted of 556,225,154 bearer ordinary shares.
During the fi rst three quarters of 2019, 976,341 stock options were exercised. Consequently, as of September 30, 2019, the subscribed capital of Fresenius SE & Co. KGaA consisted of 557,201,495 bearer ordinary shares. The shares are issued as non-par value shares. The proportionate amount of the subscribed capital is € 1.00 per share.
The following Conditional Capitals exist in order to fulfi ll the subscription rights under the stock option plans of Fresenius SE & Co. KGaA: Conditional Capital II (Stock Option Plan 2008) and Conditional Capital IV (Stock Option Plan 2013) (see note 25, Share-based compensation plans). Another Conditional Capital III exists for the authorization to issue option bearer bonds and / or convertible bonds.
The following table shows the development of the Conditional Capital:
| in € | Ordinary shares |
|---|---|
| Conditional Capital I Fresenius AG Stock Option Plan 2003 | 4,735,083 |
| Conditional Capital II Fresenius SE Stock Option Plan 2008 | 4,296,814 |
| Conditional Capital III option bearer bonds and / or convertible bonds | 48,971,202 |
| Conditional Capital IV Fresenius SE & Co. KGaA Stock Option Plan 2013 | 24,257,969 |
| Total Conditional Capital as of January 1, 2019 | 82,261,068 |
| Fresenius SE Stock Option Plan 2008 – options exercised | - 839,377 |
| Fresenius SE & Co. KGaA Stock Option Plan 2013 – options exercised | - 136,964 |
| Total Conditional Capital as of September 30, 2019 | 81,284,727 |
As of September 30, 2019, the Conditional Capital was composed as follows:
| in € | Ordinary shares |
|---|---|
| Conditional Capital I Fresenius AG Stock Option Plan 2003 | 4,735,083 |
| Conditional Capital II Fresenius SE Stock Option Plan 2008 | 3,457,437 |
| Conditional Capital III option bearer bonds and / or convertible bonds | 48,971,202 |
| Conditional Capital IV Fresenius SE & Co. KGaA Stock Option Plan 2013 | 24,121,005 |
| Total Conditional Capital as of September 30, 2019 | 81,284,727 |
Under the German Stock Corporation Act (AktG), the amount of dividends available for distribution to shareholders is based upon the unconsolidated retained earnings of Fresenius SE & Co. KGaA as reported in its statement of fi nancial position determined in accordance with the German Commercial Code (HGB).
In May 2019, a dividend of € 0.80 per bearer ordinary share was approved by Fresenius SE & Co. KGaA's shareholders at the Annual General Meeting and paid afterwards. The total dividend payment was € 445 million.
During the fi rst three quarters of 2019, Fresenius Medical Care repurchased 6,767,773 ordinary shares for an amount of € 458 million.
The Fresenius Group is routinely involved in 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 Fresenius Group currently deems to be material or noteworthy are described below. For the matters described below in which the Fresenius Group 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 Fresenius Group 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 diffi cult to predict accurately and outcomes that are not consistent with Fresenius Group's view of the merits can occur. The Fresenius Group 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 fi nancial condition.
Further information regarding legal disputes, court proceedings and investigations can be found in detail in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS. In the following, only changes as far as content or wording are concerned during the fi rst three quarters ended September 30, 2019 compared to the information provided in the consolidated fi nancial statements are described. These changes should be read in conjunction with the overall information in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS; defi ned terms or abbreviations having the same meaning as in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
Fresenius has sued Akorn for damages suffered as a result of lost acquisition expenses.
On April 3, 2017, the court allowed the government to intervene with respect only to certain hepatitis B surface antigen tests performed prior to 2011, when Medicare reimbursement rules for such tests changed. On October 11, 2019, the United States and Fresenius Medical Care Holdings, Inc. (FMCH) reached agreement on a settlement under which FMCH has paid US\$ 5.2 million in exchange for dismissal and release of all claims asserted by the United States or the relator. The settlement leaves unresolved the relator's attorneys' claims for fees and expenses and leaves FMCH free to pursue its administrative proceeding to recover certain sums recouped by or provisionally paid to the Medicare program pursuant to a 2013 audit of laboratory tests. The settlement payment, together with the expected results of the relator's attorneys' fee petition and the administrative proceeding, are less than the amount previously reserved by FMCH for the entire matter.
On March 29, 2019, FMC-AG & Co. KGaA entered into a nonprosecution agreement with the U.S. Department of Justice and a separate agreement with the Securities and Exchange Commission intended to resolve fully and fi nally the government's claims against FMC-AG & Co. KGaA arising from the investigations. FMC-AG & Co. KGaA paid a combined total in penalties and disgorgement of approximately US\$ 232 million to the government in connection with these agreements. As part of the settlement, FMC-AG & Co. KGaA agreed to retain an independent compliance monitor for a period of two years and to an additional year of self-reporting. As of July 26, 2019, the monitor was appointed and the two-year monitorship period commenced. FMC-AG & Co. KGaA continues to cooperate with government authorities in Germany in their review of the issues resolved in the U.S. settlement.
All of the institutional cases have been resolved by settlement except for the claims by the State of Louisiana through its Attorney General and Blue Cross Blue Shield Louisiana, which remain active in the combined proceeding. State of Louisiana ex re. Caldwell and Louisiana Health Service & Indemnity Company v. Fresenius Medical Care Airline, et al 2016 Civ. 11035 (U.S.D.C. D. Mass.). The Caldwell and Blue Cross Louisiana cases remain unresolved and are proceeding together in federal court in Boston but are subject to undecided motions for severance and remand. There is no trial date in either case. FMCH has increased its litigation reserves to account for anticipated resolution of these claims. However, at the present time there are no agreements in principle for resolving either case and litigation through fi nal adjudication may be required in them.
On September 6, 2018, a special-purpose entity organized under Delaware law for the purpose of pursuing litigation fi led a Pure Bill of Discovery in a Florida county court seeking discovery from FMCH related to the personal injury settlement, but no other relief. MSP Recovery Claims Series LLC v. Fresenius Medical Care Holdings, No. 2018-030366-CA-01 (11th Judicial Circuit, Dade County, Florida). The Pure Bill was thereafter removed to federal court and transferred into the multidistrict Fresenius Granufl o ® / Naturalyte ® Dialysate Products Liability Litigation in Boston. No. 1:13-MD-02428-DPW (D. Mass. 2013).
On March 12, 2019, plaintiff amended its Pure Bill by fi ling a complaint claiming rights to recover monetary damages on behalf of various persons and entities who are alleged to have assigned to plaintiff their rights to recover monetary damages arising from their having provided or paid for medical services for dialysis patients receiving treatments using FMCH's acid concentrate product. FMCH is responding to the amended complaint.
FMCH is cooperating in the investigation.
Trial in the civil litigation is scheduled for April 2020.
Beginning October 6, 2015, the United States Attorney for the Eastern District of New York (Brooklyn) has led an investigation through subpoenas issued under the False Claims Act, utilization and invoicing by FMCH's subsidiary Azura Vascular Care, for a period beginning after FMCH's acquisition of American Access Care, LLC (AAC) in October 2011. FMCH is cooperating in the Brooklyn United States Attorney's Offi ce (USAO) investigation. The Brooklyn USAO has indicated that its investigation is nationwide in scope and is focused on whether certain access procedures performed at Azura facilities have been medically necessary and whether certain physician assistants employed by Azura exceeded their permissible scope of practice. Allegations against AAC arising in districts in Connecticut, Florida and Rhode Island relating to utilization and invoicing were settled in 2015.
FMCH has cooperated in the investigation.
FMCH contends that, under the asset sale provisions of its 2013 Shiel acquisition, it is not responsible for misconduct by the terminated employee or other Shiel employees prior to the date of the acquisition. The Brooklyn United States Attorney's Offi ce continues to investigate a range of issues involving Shiel, including allegations of improper compensation (kickbacks) to physicians, and has disclosed that multiple sealed qui tam complaints underlie the investigation.
On December 12, 2017, FMCH sold to Quest Diagnostics certain Shiel operations that are the subject of this Brooklyn subpoena, including the misconduct reported to the United States Attorney. Under the Quest Diagnostics sale agreement, FMCH retains responsibility for responding to the
Brooklyn investigation and for liabilities arising from conduct occurring after its 2013 acquisition of Shiel and prior to its sale of Shiel to Quest Diagnostics. FMCH is cooperating in the investigation.
On January 3, 2017, FMCH received a subpoena from the United States Attorney for the District of Massachusetts under the False Claims Act inquiring into FMCH's interactions and relationships with the American Kidney Fund (AKF), including FMCH's charitable contributions to the Fund and the Fund's fi nancial assistance to patients for insurance premiums. FMCH cooperated in the investigation, which was part of a broader investigation into charitable contributions in the medical industry. On August 1, 2019, the United States District Court for the District of Massachusetts entered an order announcing that the United States had declined to intervene on a qui tam complaint underlying the USAO Boston investigation and unsealing the relator's complaint so as to permit the relator to serve the complaint and proceed on his own. The relator has not served the complaint.
On April 8, 2019, United Healthcare served a demand for arbitration against FMCH. The demand asserts that FMCH unlawfully "steered" patients by waiving co-payments and other means away from coverage under government-funded insurance plans including Medicare into United Healthcare's commercial plans, including Affordable Care Act exchange plans. FMCH is contesting United Healthcare's claims and demands. A fi nal hearing date has been scheduled in the arbitration for September 2020.
On June 28, 2019, certain FMCH subsidiaries fi led a complaint against the United States seeking to recover monies owed to them by the United States Department of Defense under the Tricare program, and to preclude Tricare from recouping monies previously paid. Bio-Medical Applications of Georgia, Inc., et al. v. United States, CA 19-947, United States Court of Federal Claims. Tricare provides reimbursement for dialysis treatments and other medical care provided to members of the military services, their dependents and retirees. The litigation challenges unpublished administrative actions by Tricare administrators reducing the rate of compensation paid for dialysis treatments provided to Tricare benefi ciaries based on a recasting or "crosswalking" of codes used and followed in invoicing without objection for many years. Tricare administrators have acknowledged the unpublished administrative action and declined to change or abandon it but have not articulated a defense of the action. The United States has not yet been required to respond to the complaint and will not be required to do so before November 25, 2019. FMCH has imposed a constraint on revenue otherwise recognized from the Tricare program that it believes, in consideration of facts currently known, suffi cient to account for the possibility of not prevailing in the litigation.
The Tolling Agreement, whereby Fresenius Kabi is waiving its statutory defense rights, was further extended by mutual agreement until December 2019.
Upon the initial application of IFRS 16 as of January 1, 2019, the Fresenius Group recognized right-of-use assets of € 5,656 million and lease liabilities of € 5,957 million. The cumulative effect from the fi rst-time application is recognized in the opening balance of retained earnings (- € 46 million) as well as in non-controlling interests (- € 98 million) as of January 1, 2019.
The following table shows a reconciliation of the future minimum rental payments as of December 31, 2018 to the lease liabilities as of January 1, 2019:
| € in millions | 2019 |
|---|---|
| Future minimum rental payments as of December 31, 2018 | |
| (IAS 17) | 7,389 |
| less short-term leases | 36 |
| less leases of low-value assets | 53 |
| less other | 65 |
| Lease liabilities as of January 1, 2019, gross | 7,235 |
| Discounting | 1,278 |
| Lease liabilities as a result of the initial | |
| application of IFRS 16 as of January 1, 2019 1 | 5,957 |
| Capital lease obligations as of December 31, 2018 (IAS 17) | 219 |
| Lease liabilities as of January 1, 2019 | 6,176 |
As of December 31, 2018, € 195 million were already included in other liabilities.
The lease liabilities were discounted using the borrowing rate as of January 1, 2019. The weighted-average discount rate was 3.34%.
The Fresenius Group decided not to apply the guidance within IFRS 16 to short-term leases as well as leases for underlying assets of low value. These lease payments will be recognized as an expense over the lease term.
The following table shows the effects on the consolidated statement of income for the fi rst three quarters of 2019:
| € in millions | Q1 – 3 / 2019 |
|---|---|
| Depreciation on right-of-use assets | 630 |
| Expenses relating to short-term leases | 49 |
| Expenses relating to leases of low-value assets | 30 |
| Expenses relating to variable lease payments | 33 |
| Other expenses from lease agreements | 15 |
| Interest expenses from lease liabilities | 159 |
At September 30, 2019, the carrying amounts of right-of-use assets consisted of the following:
| € in millions | Sept. 30, 2019 |
|---|---|
| Right-of-use assets: Land | 78 |
| Right-of-use assets: Buildings and improvements | 5,334 |
| Right-of-use assets: Machinery and equipment | 443 |
| Right-of-use assets: Advanced Payments | 2 |
| Right-of-use assets | 5,857 |
In the fi rst three quarters of 2019, additions to right-of-use assets were € 545 million.
Carrying amounts of fi nancial instruments
As of September 30, 2019 and December 31, 2018, the carrying amounts of fi nancial instruments by item of the statement of fi nancial position and structured according to categories were as follows:
| September 30, 2019 | |||||||
|---|---|---|---|---|---|---|---|
| Relating to no category | |||||||
| € in millions | Carrying amount | Amortized cost | Fair value through profi t and loss 1 |
Fair value through other comprehensive income 2 |
Derivatives designated as cash fl ow hedg ing instruments at fair value |
Noncontrolling interest subject to put provi sions measured at fair value |
Valuation according to IFRS 16 for leasing receiv ables and liabilities |
| Financial assets | |||||||
| Cash and cash equivalents | 1,599 | 1,295 | 304 | ||||
| Trade accounts and other receivables, less allowance for doubtful accounts |
7,187 | 7,051 | 24 | 39 | 73 | ||
| Accounts receivable from and loans to related parties |
35 | 35 | |||||
| Other fi nancial assets 3 | 1,650 | 766 | 359 | 404 | 11 | 110 | |
| Financial assets | 10,471 | 9,147 | 687 | 443 | 11 | 0 | 183 |
| Financial liabilities | |||||||
| Trade accounts payable | 1,665 | 1,665 | |||||
| Short-term accounts payable to related parties |
189 | 189 | |||||
| Short-term debt | 2,879 | 2,879 | |||||
| Short-term debt from related parties | 3 | 3 | |||||
| Long-term debt | 8,135 | 8,135 | |||||
| Long-term lease liabilities | 6,313 | 6,313 | |||||
| Bonds | 8,822 | 8,822 | |||||
| Convertible bonds | 861 | 861 | |||||
| Other fi nancial liabilities 4 | 4,871 | 3,334 | 643 | 15 | 879 | ||
| Financial liabilities | 33,738 | 25,888 | 643 | 0 | 15 | 879 | 6,313 |
All included fi nancial assets and liabilities are mandatorily measured at fair value through profi t and loss according to IFRS 9.
The option to measure equity instruments at fair value through other comprehensive income upon implementation of IFRS 9 has been exercised. The option has been used for € 126 million other investments (included in other fi nancial assets).
Other fi nancial assets are included in the item other current and non-current assets in the consolidated statement of fi nancial position.
4 Other fi nancial liabilities are included in the items short-term provisions and other short-term liabilities and long-term provisions and other long-term liabilities in the consolidated statement of fi nancial position.
| Relating to no category | |||||||
|---|---|---|---|---|---|---|---|
| € in millions | Carrying amount | Amortized cost | Fair value through profi t and loss 1 |
Fair value through other comprehensive income 2 |
Derivatives designated as cash fl ow hedg ing instruments at fair value |
Noncontrolling interest subject to put provi sions measured at fair value |
Valuation according to IAS 17 for leas ing receivables and liabilities |
| Financial assets | |||||||
| Cash and cash equivalents | 2,709 | 1,291 | 1,418 | ||||
| Trade accounts and other receivables, less allowance for doubtful accounts |
6,540 | 6,445 | 4 | 41 | 50 | ||
| Accounts receivable from and loans to related parties |
29 | 29 | |||||
| Other fi nancial assets 3 | 1,490 | 726 | 262 | 375 | 19 | 108 | |
| Financial assets | 10,768 | 8,491 | 1,684 | 416 | 19 | 0 | 158 |
| Financial liabilities | |||||||
| Trade accounts payable | 1,823 | 1,823 | |||||
| Short-term accounts payable to related parties |
67 | 67 | |||||
| Short-term debt | 2,354 | 2,354 | |||||
| Short-term debt from related parties | – | – | |||||
| Long-term debt and capital lease obligations |
6,297 | 6,078 | 219 | ||||
| Bonds | 8,990 | 8,990 | |||||
| Convertible bonds | 1,343 | 1,343 | |||||
| Other fi nancial liabilities 4 | 4,685 | 3,041 | 793 | 12 | 839 | ||
| Financial liabilities | 25,559 | 23,696 | 793 | 0 | 12 | 839 | 219 |
December 31, 2018
1 All included fi nancial assets and liabilities are mandatorily measured at fair value through profi t and loss according to IFRS 9.
2 The option to measure equity instruments at fair value through other comprehensive income upon implementation of IFRS 9 has been exercised.
The option has been used for € 124 million (included in other fi nancial assets). 3 Other fi nancial assets are included in the item other current and non-current assets in the consolidated statement of fi nancial position.
4 Other fi nancial liabilities are included in the items short-term provisions and other short-term liabilities and long-term provisions and other long-term liabilities in the
consolidated statement of fi nancial position.
The following table shows the carrying amounts and the fair value hierarchy levels as of September 30, 2019 and December 31, 2018:
| September 30, 2019 | December 31, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Fair value | Fair value | |||||||
| € in millions | Carrying amount |
Level 1 | Level 2 | Level 3 | Carrying amount |
Level 1 | Level 2 | Level 3 |
| Financial assets | ||||||||
| Cash and cash equivalents 1 | 304 | 304 | 1,418 | 1,418 | ||||
| Trade accounts and other receivables, less allowance for doubtful accounts 1 |
63 | 63 | 45 | 45 | ||||
| Other fi nancial assets 1 | ||||||||
| Debt instruments | 382 | 378 | 4 | 334 | 330 | 4 | ||
| Equity investments | 351 | 13 | 149 | 189 | 245 | 14 | 231 | |
| Derivatives designated as cash flow hedging instruments |
11 | 11 | 19 | 19 | ||||
| Derivatives not designated as hedging instruments |
30 | 30 | 58 | 58 | ||||
| Financial liabilities | ||||||||
| Long-term debt | 8,135 | 8,208 | 6,297 | 6,294 | ||||
| Bonds | 8,822 | 9,524 | 8,990 | 9,245 | ||||
| Convertible bonds | 861 | 898 | 1,343 | 1,416 | ||||
| Other fi nancial liabilities 1 | ||||||||
| Noncontrolling interest subject to put provisions |
879 | 879 | 839 | 839 | ||||
| Accrued contingent payments outstanding for acquisitions |
628 | 628 | 731 | 731 | ||||
| Derivatives designated as cash flow hedging instruments |
15 | 15 | 12 | 12 | ||||
| Derivatives not designated as hedging instruments |
15 | 15 | 62 | 62 |
1 Fair value information is not provided for fi nancial instruments, if the carrying amount is a reasonable estimate of the fair value due to the
relatively short period of maturity of these instruments.
At September 30, 2019 the Fresenius Group transferred the Humacyte investment of Fresenius Medical Care with a carrying amount of € 186 million from Level 2 to Level 3, because Fresenius Medical Care remeasured the fair value using a discounted cash fl ow model after events or changes in circumstances were identifi ed that had a signifi cant effect on the fair value of the investment.
During the fi rst three quarters of 2019 the Fresenius Group recognized gains of approximately € 186 million from changes in the fair value of equity investments within selling, general and administrative expenses.
Explanations regarding the signifi cant methods and assumptions used to estimate the fair values of fi nancial instruments and classifi cation of fair value measurements according to the three-tier fair value hierarchy as well as explanations with regard to existing and expected risks from fi nancial instruments and hedging can be found in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
The following table shows the changes of the fair values of fi nancial instruments classifi ed as level 3 in the fi rst three quarters of 2019:
| Accrued contingent payments outstand |
Noncontrolling interest subject to |
|
|---|---|---|
| € in millions | ing for acquisitions | put provisions |
| As of January 1, 2019 | 731 | 839 |
| Additions | 9 | 45 |
| Disposals | - 74 | - 18 |
| Gain / loss recognized in profi t or loss | - 36 | 109 |
| Gain / loss recognized in equity | 0 | - 23 |
| Dividend payments | 0 | - 106 |
| Currency effects and other changes | - 2 | 33 |
| As of September 30, 2019 | 628 | 879 |
The Fresenius Group has a solid fi nancial profi le. As of September 30, 2019, the equity ratio was 40.0% and the debt ratio (debt / total assets) was 40.5%. As of September 30, 2019, the leverage ratio (before special items) on the basis of net debt / EBITDA was 3.6, including IFRS 16; excluding IFRS 16: 3.2.
The aims of the capital management and further information can be found in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
The Fresenius Group is covered by the rating agencies Moody's, Standard & Poor's and Fitch.
The following table shows the company rating of Fresenius SE & Co. KGaA:
| Sept. 30, 2019 | Dec. 31, 2018 | |
|---|---|---|
| Standard & Poor's | ||
| Corporate Credit Rating | BBB | BBB - |
| Outlook | stable | positive |
| Moody's | ||
| Corporate Credit Rating | Baa3 | Baa3 |
| Outlook | stable | stable |
| Fitch | ||
| Corporate Credit Rating | BBB - | BBB - |
| Outlook | stable | stable |
On May 23, 2019, Standard & Poor's has upgraded Fresenius' corporate credit rating to BBB with a stable outlook from BBB- with a positive outlook.
Cash paid for acquisitions (without investments in licenses) consisted of the following:
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 |
|---|---|---|
| Assets acquired | 2,645 | 316 |
| Liabilities assumed | - 263 | - 28 |
| Noncontrolling interest | - 83 | - 55 |
| Notes assumed in connection with acquisitions |
- 69 | - 19 |
| Cash paid | 2,210 | 214 |
| Cash acquired | - 85 | - 4 |
| Cash paid for acquisitions, net | 2,125 | 210 |
| Cash paid for investments, net of cash acquired |
24 | 574 |
| Cash paid for intangible assets, net | 50 | 72 |
| Total cash paid for acquisitions and investments, net of cash acquired, and net purchases of intangible assets |
2,199 | 856 |
The consolidated segment reporting shown on pages 34 to 37 of this interim report is an integral part of the notes. For the fi rst three quarters and the third quarter of 2019, the information given both includes and excludes IFRS 16. Prior year fi gures have not been adjusted.
The Fresenius Group has identifi ed the business segments Fresenius Medical Care, Fresenius Kabi, Fresenius Helios and Fresenius Vamed, which corresponds to the internal organi za tional and reporting structures (Management Approach) at September 30, 2019.
The business segments were identifi ed in accordance with IFRS 8, Operating Segments, which defi nes the segment reporting requirements in the annual fi nancial statements and interim reports with regard to the operating business, product and service businesses and regions. Further explanations with regard to the business segments can be found in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
Explanations regarding the notes on the business segments can be found in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
| € in millions | Q1 – 3 / 2019 | Q1 – 3 / 2018 |
|---|---|---|
| Total EBIT of reporting segments | 3,411 | 3,348 |
| Special items | - 39 | 709 |
| General corporate expenses | ||
| Corporate / Other (EBIT) | - 10 | - 37 |
| Group EBIT | 3,362 | 4,020 |
| Net interest | - 535 | - 448 |
| Income before income taxes | 2,827 | 3,572 |
| € in millions | Sept. 30, 2019 | Dec. 31, 2018 |
|---|---|---|
| Short-term debt | 2,879 | 2,354 |
| Short-term debt from related parties | 3 | – |
| Current portion of long-term debt | 753 | 353 |
| Current portion of long-term lease liabilities |
775 | 0 |
| Current portion of Bonds | 499 | 1,744 |
| Current portion of convertible bonds | 398 | 493 |
| Long-term debt, less current portion | 7,382 | 5,944 |
| Long-term lease liabilities, less current portion |
5,538 | 0 |
| Bonds, less current portion | 8,323 | 7,246 |
| Convertible bonds, less current portion | 463 | 850 |
| Debt | 27,013 | 18,984 |
| less cash and cash equivalents | 1,599 | 2,709 |
| Net debt | 25,414 | 16,275 |
| Net debt excluding lease liabilities | 19,101 | 16,275 |
As of September 30, 2019, Fresenius SE & Co. KGaA had three share-based compensation plans in place: the stock option based Fresenius SE Stock Option Plan 2008 (2008 Plan), the Fresenius SE & Co. KGaA Long Term Incentive Program 2013 (2013 LTIP) which is based on stock options and phantom stocks and the Long Term Incentive Plan 2018 (LTIP 2018) which is solely based on performance shares. Currently, solely LTIP 2018 can be used to grant performance shares.
Transactions during the fi rst three quarters of 2019 On September 9, 2019, Fresenius SE & Co. KGaA awarded 795,741 performance shares under the LTIP 2018, the total fair value at the grant date being € 36 million, including 198,415 performance shares or € 9 million awarded to the members of the Management Board of Fresenius Management SE. The fair value per performance share at the grant date was € 45.36.
During the fi rst three quarters of 2019, Fresenius SE & Co. KGaA received cash of € 27 million from the exercise of 976,341 stock options.
At September 30, 2019, 4,500 stock options issued under the 2008 Plan were outstanding and exercisable. The members of the Fresenius Management SE Management Board held no more stock options issued under this plan. Out of 8,617,289 outstanding stock options issued under the 2013 LTIP 2,548,890 were exercisable at September 30, 2019. The members of the Fresenius Management SE Management Board held 1,434,375 stock options. 632,879 phantom stocks issued under the 2013 LTIP were outstanding at September 30, 2019. The members of the Fresenius Management SE Management Board held 114,762 phantom stocks. At September 30, 2019, the Management Board members of Fresenius Management SE held 331,849 performance shares and employees of Fresenius SE & Co. KGaA held 994,995 performance shares under the LTIP 2018. As of September 30, 2019, 2,553,390 options for ordinary shares were outstanding and exercisable.
On September 30, 2019, total unrecognized compensation cost related to non-vested options granted under the
2013 LTIP was € 19 million. This cost is expected to be recognized over a weighted-average period of 1.5 years.
Fresenius Medical Care AG & Co. KGaA Long-Term Incentive Plans 2019
As of December 31, 2018, the Fresenius Medical Care AG & Co. KGaA (FMC-AG & Co. KGaA) Long-Term Incentive Plan 2016 (LTIP 2016) expired. In order to continue to enable the members of the Management Board, the members of the management boards of affi liated companies and managerial staff members to adequately participate in the long-term, sus tained success of Fresenius Medical Care, successor programs effective January 1, 2019 were introduced. For members of the Management Board, the Supervisory Board of Fresenius Medical Care Management AG (FMC Management AG) has approved and adopted the Fresenius Medical Care Management AG Management Board Long-Term Incentive Plan 2019 (MB LTIP 2019). For plan participants other than the members of the Management Board, the Management Board of FMC Management AG has approved and adopted the FMC-AG & Co. KGaA Long-Term Incentive Plan 2019 (LTIP 2019).
The MB LTIP 2019 and the LTIP 2019 are variable compensation programs with long-term incentive effects. As under the LTIP 2016, pursuant to the MB LTIP 2019 and the LTIP 2019, plan participants may be granted so-called performance shares once or twice during 2019 for the MB LTIP 2019 and throughout 2019 to 2021 for the LTIP 2019. performance shares are non-equity, cash-settled virtual compensation instruments which may entitle plan participants to receive a cash payment depending on the achievement of pre-defi ned performance targets further defi ned below as well as FMC-AG & Co. KGaA's share price development.
For members of the Management Board, the Supervisory Board of FMC Management AG will, in due exercise of its discretion and taking into account the individual responsibility and performance of each Management Board member, determine an initial value for each grant for any awards to Management Board members. For plan participants other than the members of the Management Board, such determination will be made by the Management Board. In order to determine the number of performance shares each plan participant receives, their respective grant value will be divided by
the value per performance share at the time of the grant, which is mainly determined based on the average price of FMC-AG & Co. KGaA's shares over a period of 30 calendar days prior to the respective grant date. The number of granted performance shares may change over the performance period of three years, depending on the level of achievement of the following: (i) revenue growth at constant currency (revenue growth), (ii) net income growth at constant currency (net income attributable to the shareholders of FMC-AG & Co. KGaA) (net income growth) and (iii) return on invested capital (ROIC). For the LTIP 2019, the level of achievement for performance shares granted in fi scal year 2019 may be subject to an increase if certain targets in relation to the second phase of FMC-AG & Co. KGaA's Global Effi ciency Program are achieved (GEP-II targets).
Revenue, net income and ROIC are determined according to FMC-AG & Co. KGaA's consolidated reported and audited fi gures in Euro for the fi nancial statements prepared in accordance with the respective plan terms. Revenue growth, net income growth and the fulfi llment of the GEP-II targets, for the purpose of the relevant plan, are determined at constant currency.
An annual target achievement level of 100% will be reached for the revenue growth performance target if revenue growth is 7% in each individual year of the three-year performance period; revenue growth of 0% will lead to a target achievement level of 0% and the maximum target achievement level of 200% will be reached in the case of revenue growth of at least 16%. If revenue growth ranges between these values, the degree of target achievement will be linearly interpolated between these values.
An annual target achievement level of 100% for the net income growth performance target will be reached if net income growth is 7% in each individual year of the threeyear performance period. In the case of net income growth of 0%, the target achievement level will also be 0%; the maximum target achievement of 200% will be reached in the case of net income growth of at least 14%. Between these values, the degree of target achievement will be determined by means of linear interpolation.
With regard to ROIC, an annual target achievement level of 100% will be reached if the target ROIC as defi ned for the respective year is reached. The target ROIC is 7.9% for 2019 and 8.1% for each consecutive year. A target achievement level of 0% will be reached if the ROIC falls below the target ROIC for the respective year by 0.2 percentage points or more, whereas the maximum target achievement level of 200% will be reached if the target ROIC for the respective year is exceeded by 0.2 percentage points or more. The degree of target achievement will be determined by means of linear interpolation if the ROIC ranges between these values. In case the annual ROIC target achievement level in the third year of a performance period is equal or higher than the ROIC target achievement level in each of the two previous years of such performance period, the ROIC target achievement level of the third year is deemed to be achieved for all years of the respective performance period.
The achievement level for each of the three performance targets will be weighted annually at one-third to determine the yearly target achievement for each year of the three-year performance period. The level of overall target achievement over the three-year performance period will then be determined on the basis of the mean of these three average yearly target achievements. The overall target achievement can be in a range of 0% to 200%. For the LTIP 2019, the overall target achievement for performance shares granted in fi scal year 2019 shall be increased by 20 percentage points if the GEP-II targets achievement is 100%. In case of a GEP-II targets achievement between 0% and 100%, the respective increase of the overall target achievement will be calculated by means of linear interpolation. The overall target achievement increased by the GEP-II targets achievement shall not exceed 200%.
The number of performance shares granted to the plan participants at the beginning of the performance period will each be multiplied by the level of overall target achievement in order to determine the fi nal number of performance shares.
For the MB LTIP 2019, the fi nal number of performance shares is generally deemed earned four years after the day of a respective grant (the four-year vesting period). The number of such vested performance shares is then multiplied by the average FMC-AG & Co. KGaA share price over a period of 30 days prior to the lapse of this four-year vesting period. The respective resulting amount will then be paid to the plan participants as cash compensation.
For plan participants of the LTIP 2019, the fi nal number of performance shares is generally deemed earned three years after the day of a respective grant (the three-year vesting period). The number of such vested performance shares is then multiplied by the average FMC-AG & Co. KGaA share price over a period of thirty days prior to the lapse of this three-year vesting period. The respective resulting amount, which is capped in total at an amount equaling 400% of the grant value received by the participant, will then be paid to the plan participants as cash compensation.
Transactions during the fi rst three quarters of 2019 On July 29, 2019, FMC-AG & Co. KGaA awarded 101,600 performance shares under the MB LTIP 2019, the total fair value at the grant date being € 6 million. The fair value per performance share at the grant date was € 63.82.
On July 29, 2019, FMC-AG & Co. KGaA awarded 793,778 performance shares under the LTIP 2019, the total fair value at the grant date being € 52 million. The fair value per performance share at the grant date was € 65.29.
During the fi rst three quarters of 2019, 248,665 stock options were exercised. Fresenius Medical Care AG & Co. KGaA received cash of € 12.9 million upon exercise of these stock options.
There have been no signifi cant changes in the Fresenius Group's operating environment following the end of the fi rst three quarters of 2019. No other events of material importance on the assets and liabilities, fi nancial position, and results of operations of the Group have occurred following the end of the fi rst three quarters of 2019.
For each consolidated stock exchange listed entity, the declaration pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz) has been issued and made available to shareholders on the website of Fresenius SE & Co. KGaA (www.fresenius.com / corporate-governance), and of Fresenius Medical Care AG & Co. KGaA (www.freseniusmedicalcare.com).
| Report on Fiscal Year 2019 | February 20, 2020 |
|---|---|
| Report on 1st quarter 2020 | |
| Conference call, Live webcast | May 6, 2020 |
| Annual General Meeting, Frankfurt am Main | |
| Live webcast of the speech of the Chairman of the Management Board | May 20, 2020 |
| Report on 1st half 2020 | |
| Conference call, Live webcast | July 30, 2020 |
| Report on 1st – 3rd quarter 2020 | |
| Conference call, Live webcast | October 29, 2020 |
Subject to change
| Ordinary share | ADR | ||
|---|---|---|---|
| Securities identifi cation no. | 578 560 | CUSIP | 35804M105 |
| Ticker symbol | FRE | Ticker symbol | FSNUY |
| ISIN | DE0005785604 | ISIN | US35804M1053 |
| Bloomberg symbol | FRE GR | Structure | Sponsored Level 1 ADR |
| Reuters symbol | FREG.de | Ratio | 4 ADR = 1 Share |
| Main trading location | Frankfurt / Xetra | Trading platform | OTCQX |
Else-Kröner-Straße 1 Bad Homburg v. d. H. Germany
61346 Bad Homburg v. d. H. Germany
Investor Relations Telephone: + 49 61 72 6 08- 24 85 Telefax: + 49 61 72 6 08- 24 88 E-mail: [email protected]
Corporate Communications Telefon: + 49 61 72 6 08- 23 02 Telefax: + 49 61 72 6 08- 22 94 E-mail: [email protected]
Commercial Register: Bad Homburg v. d. H.; HRB 11852 Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Offi ce and Commercial Register: Bad Homburg v. d. H.; HRB 11673
Management Board: Stephan Sturm (President and CEO), Dr. Francesco De Meo, Rachel Empey, Dr. Jürgen Götz, Mats Henriksson, Rice Powell, Dr. Ernst Wastler Chairman of the Supervisory Board: Dr. Gerd Krick
For additional information on the performance indicators used please refer to our website https://www.fresenius.com/alternative-performance-measures.
Forward-looking statements:
This Quarterly Financial Report contains forward-looking statements. These statements represent assessments which we have made on the basis of the information available to us at the time. Should the assumptions on which the statements are based on not occur, or if risks should arise – as mentioned in the consolidated fi nancial statements and the management report as of December 31, 2018 applying Section 315e HBG in accordance with IFRS and the SEC fi lings of Fresenius Medical Care AG & Co. KGaA – the actual results could differ materially from the results currently expected.
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