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Fresenius SE & Co. KGaA

Interim / Quarterly Report Jul 31, 2019

166_10-q_2019-07-31_ec0e8665-f35a-4a2b-ab35-a6a87840ae56.pdf

Interim / Quarterly Report

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Quarterly Financial Report of Fresenius Group

applying International Financial Reporting Standards (IFRS)

1st Half and 2nd Quarter 2019

TABLE OF CONTENTS

3 Fresenius Group fi gures at a glance

  • 5 Fresenius share
  • 6 Management Report
  • 6 Health care industry
  • 6 Results of operations, fi nancial position, assets and liabilities
  • 6 Sales
  • 7 Earnings
  • 8 Reconciliation
  • 8 Investments
  • 8 Cash fl ow
  • 9 Asset and liability structure
  • 10 Annual General Meeting 2019
  • 11 Business segments
  • 11 Fresenius Medical Care
  • 12 Fresenius Kabi
  • 13 Fresenius Helios
  • 14 Fresenius Vamed
  • 15 Employees
  • 15 Research and development
  • 15 Opportunities and risk report
  • 15 Rating
  • 16 Outlook 2019
  • 18 Reconciliation tables

28 Consolidated fi nancial statements

  • 28 Consolidated statement of income
  • 28 Consolidated statement of comprehensive income
  • 29 Consolidated statement of fi nancial position
  • 30 Consolidated statement of cash fl ows
  • 31 Consolidated statement of changes in equity
  • 33 Consolidated segment reporting fi rst half of 2019
  • 35 Consolidated segment reporting second quarter of 2019

37 Notes

61 Financial Calendar

This Quarterly Financial Report was published on July 31, 2019

FRESENIUS GROUP FIGURES AT A GLANCE

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 June 30, 2019, more than 288,000 employees have dedicated themselves to the service of health in about 100 countries worldwide.

SALES, EARNINGS, AND CASH FLOW

€ in millions Q2/ 2019 Q2/ 2018 Growth Growth
in constant
currency
H1 / 2019 H1 / 2018 Growth Growth
in constant
currency
Sales1 8,779 8,124 8% 6% 17,296 15,994 8% 6%
EBIT2 on a comparable basis 1,081 1,135 - 5% - 7% 2,192 2,185 0% - 3%
Net income reported 3, 4 471 652 - 28% - 29% 924 1,092 - 15% - 18%
Net income
on a comparable basis 2, 3
480 473 1% 0% 945 924 2% 0%
Earnings per share in €
reported 3, 4
0.85 1.18 - 28% - 29% 1.66 1.97 - 16% - 18%
Earnings per share in €
on a comparable basis 2, 3
0.86 0.85 1% 0% 1.70 1.66 2% 0%
Operating cash fl ow 5 1,023 1,020 0% 1,141 1,256 - 9%

BALANCE SHEET AND INVESTMENTS

€ in millions June 30, 2019 5 Dec. 31, 2018 Change
Total assets 59,342 56,703 5%
Non-current assets 44,491 41,913 6%
Equity 25,568 25,008 2%
Net debt 19,643 16,275 21%
Investments (H1 2019 / H1 2018) 3,163 1,217 160%

RATIOS

Q2 / 2019 Q2 / 2018 H1 / 2019 H1 / 2018
EBITDA margin 2 16.6% 18.4% 17.0% 18.1%
EBIT margin 2 12.3% 14.0% 12.7% 13.7%
Depreciation and amortization in % of sales 5 4.3% 4.4% 4.3% 4.4%
Operating cash fl ow in % of sales 5 11.7% 12.2% 6.6% 7.6%
Equity ratio 5
(June 30/ December 31)
43.1% 44.1%
Net debt / EBITDA5,6,7 (June 30 / December 31) 3.21 2.71

On a comparable basis: Q2 / 18 and H1 / 18 adjusted for divestitures of Care Coordination activities at FMC; Q2/ 19 and H1 / 19 adjusted for IFRS 16 effect

On a comparable basis: Q2 / 18 and H1 / 18 adjusted for divestitures of Care Coordination activities at FMC, before special items; Q2 / 19 and H1 / 19 before special items and adjusted for IFRS 16 effect

Net income attributable to shareholders of Fresenius SE & Co. KGaA

After special items; Q2 / 19 and H1 / 19 including IFRS 16 effect

Q2 / 19 and H1 / 19 adjusted for IFRS 16 effect

6 Both net debt and EBITDA calculated at annual average exchange rates; excluding further potential acquisitions

Before special items

INFORMATION BY BUSINESS SEGMENT

FRESENIUS MEDICAL CARE – Dialysis products, Dialysis services

€ in millions Q2/ 20191 Q2 / 20182 Growth Growth
in constant
currency
H1/ 20191 H1 / 20182 Growth Growth
in constant
currency
Sales 4,284 3,956 8% 5% 8,409 7,680 9% 5%
EBIT 491 558 - 12% - 17% 1,042 1,064 - 2% - 7%
Net income 3 279 308 - 9% - 14% 597 604 - 1% - 6%
Operating cash fl ow 6 700 656 7% 635 611 4%
Investments / Acquisitions 426 413 3% 2,462 818 --
R & D expenses 41 38 8% 75 70 7%
Employees (June 30 / Dec. 31) 126,913 120,328 5%

FRESENIUS KABI – IV drugs, Biosimilars, Clinical nutrition, Infusion therapy, Medical devices / Transfusion technology

€ in millions Q2 / 2019 Q2/ 2018 Growth Growth
in constant
currency
H1 / 2019 H1 / 2018 Growth Growth
in constant
currency
Sales 1,691 1,604 5% 5% 3,392 3,207 6% 4%
EBIT 4 308 289 7% 4% 611 557 10% 6%
Net income 4, 5 211 185 14% 12% 414 355 17% 12%
Operating cash fl ow 6 201 228 - 12% 333 454 - 27%
Investments / Acquisitions 189 96 97% 369 174 112%
R & D expenses 92 129 - 29% 213 256 - 17%
Employees (June 30 / Dec. 31) 39,198 37,843 4%

FRESENIUS HELIOS – Hospital operations

Growth Growth
€ in millions Q2 / 2019 Q2 / 2018 Growth adjusted 7 H1 / 2019 H1 / 2018 Growth adjusted 7
Sales 2,349 2,343 0% 6% 4,660 4,674 0% 5%
EBIT 6 274 293 - 6% - 4% 540 571 - 5% - 4%
Net income 5, 6 183 197 - 7% 359 388 - 7%
Operating cash fl ow 6 197 162 22% 288 259 11%
Investments / Acquisitions 148 108 37% 266 181 47%
Employees (June 30 / Dec. 31) 103,147 100,144 3%

FRESENIUS VAMED – Projects and services for hospitals and other health care facilities, post-acute care provider

Growth Growth
€ in millions Q2 / 2019 Q2 / 2018 Growth adjusted 8 H1 / 2019 H1 / 2018 Growth adjusted 8
Sales 467 266 76% 31% 907 515 76% 32%
EBIT 6 20 12 67% - 33% 31 18 72% - 17%
Net income 6, 9 13 7 86% 19 11 73%
Operating cash fl ow 6 - 42 - 14 -- - 65 - 56 - 16%
Investments / Acquisitions 19 29 - 34% 25 37 - 32%
Order intake 115 195 - 41% 498 455 9%
Employees (June 30 / Dec. 31) 18,035 17,299 4%

1 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

2 Q2 / 18 and H1 / 18 adjusted for divestitures of Care Coordination activities 3 Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA

4 On a comparable basis: before special items and adjusted for IFRS 16 effect

5 Net income attributable to shareholders of Fresenius SE & Co. KGaA

6 Q2 / 19 and H1 / 19 adjusted for IFRS 16 effect

7 Adjusted for the post-acute care business transferred to Fresenius Vamed as of July 1, 2018 8 Adjusted for German post-acute care business acquired from Fresenius Helios as of July 1, 2018

9 Net income attributable to shareholders of VAMED AG

FRESENIUS SHARE

With an increase of 13% since the beginning of the year, overall, the Fresenius share moved upwards and closed the first half of the year at a price of € 47.68.

FIRST HALF 2019

In the fi rst half 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 ongoing trade confl ict between the U.S. and China. According to the ECB's current forecast, the economy in the euro zone will grow by 1.2% this year. The ECB left its monetary policy unchanged during its June meeting.

The Federal Reserve's latest forecast projects the U.S. economy to grow by 2.1% in 2019. The U.S. Federal Reserve did not change the existing interest rates corridor of 2.25% to 2.50% at its June meeting.

Within this economic environment, the DAX increased by 17% in the fi rst half of 2019 to 12,399 points. The Fresenius share closed at € 47.68 on June 30, 2019. This represents an increase of 13% over the same period.

KEY DATA OF THE FRESENIUS SHARE

H1 / 2019 2018 Growth
Number of shares (June 30 / December 31) 556,842,018 556,225,154 0%
Quarter-end quotation in € 47.68 42.38 13%
High in € 52.42 70.94 - 26%
Low in € 41.20 38.99 6%
Ø Trading volume (number of shares per trading day) 1,702,049 1,648,837 3%
Market capitalization, € in millions (June 30 / December 31) 26,550 23,573 13%

MANAGEMENT REPORT

FRESENIUS RAISES GROUP SALES GROWTH GUIDANCE AFTER GOOD SECOND QUARTER

  • ▶ Good organic sales growth across all business segments
  • ▶ Growth investments well on track
  • ▶ Fresenius Kabi successfully launched first biosimilar in Europe; continued excellent growth in Emerging Markets
  • ▶ Fresenius Helios showing strong organic sales growth in Germany and enters successfully Colombian hospital market
  • ▶ Fresenius Medical Care's strategy reinforced by U.S. government's plans for changes of kidney disease care
Q2 / 2019 1 H1 / 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 € 8.8 bn € 8.8 bn 8% 6% € 17.3 bn € 17.3 bn 8% 6%
EBIT € 1,081 m € 1,118 m - 5% - 7% € 2,192 m € 2,248 m 0% - 3%
Net income 4 € 480 m € 471 m 1% 0% € 945 m € 928 m 2% 0%

HEALTH CARE INDUSTRY

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.

RESULTS OF OPERATIONS, FINANCIAL POSITION, ASSETS AND LIABILITIES

SALES

Group sales were € 8,761 million including an IFRS 16 effect of - € 18 million. Group sales 5 on a comparable basis increased by 8% (6% in constant currency) to € 8,779 million

Before special items

Adjusted for IFRS 16 effect Q2 / 18 and H1 / 18 adjusted for divestitures of Care Coordination activities at Fresenius Medial Care (FMC)

Net income attributable to shareholders of Fresenius SE & Co. KGaA

5 On a comparable basis: Q2 / 18 and H1 /18 adjusted for divestitures of Care Coordination activities at FMC; Q2 / 19 and H1 / 19 adjusted for IFRS 16 effect

EARNINGS

€ in millions Q2 / 2019 Q2 / 2018 H1 / 2019 H1 / 2018
EBIT 1 1,081 1,135 2,192 2,185
Net income 1, 2 480 473 945 924
Net income (before special items) 2 471 472 928 922
Earnings per share 1, 2 0.86 0.85 1.70 1.66
Earnings per share (before special items) 2 0.85 0.85 1.67 1.66

(Q2 / 18: 8,124 million). Organic sales growth was 5%. Acquisitions / divestitures contributed net 1% to growth. In H1 / 19, Group sales were € 17,256 million including an IFRS 16 effect of - € 40 million. Group sales 3 on a comparable basis increased by 8% (6% in constant currency) to € 17,296 million (H1 / 18: € 15,994 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.

EARNINGS

Group EBITDA before special items was € 1,703 million including an IFRS 16 effect of € 242 million. Group EBITDA1 on a comparable basis decreased by 2% (- 5% in constant currency) to € 1,461 million (Q2 / 18: € 1,495 million). In H1 / 19, Group EBITDA before special items was € 3,404 million including an IFRS 16 effect of € 462 million. Group EBITDA1 on a comparable basis increased by 2% (- 1% in constant currency) to € 2,942 million (H1 / 18: € 2,889 million).

SALES BY REGION

€ in millions H1 / 2019 4 H1 / 2018 Growth at
actual rates
Currency
trans lations
effects
Growth
in constant
currency
Organic
growth
Acquisitions /
divestitures
% of
total sales
North America 7,149 6,341 5 13% 8% 5% 4% 1% 41%
Europe 7,538 7,212 5% 0% 5% 4% 1% 44%
Asia-Pacifi c 1,715 1,548 11% 2% 9% 9% 0% 10%
Latin America 711 667 7% - 13% 20% 18% 2% 4%
Africa 183 226 - 19% - 2% - 17% - 16% - 1% 1%
Total 17,296 15,994 5 8% 2% 6% 5% 1% 100%

SALES BY BUSINESS SEGMENT

€ in millions H1 / 2019 4 H1 / 2018 Growth at
actual rates
Currency
trans lations
effects
Growth
in constant
currency
Organic
growth
Acquisitions /
divestitures
% of
total sales
Fresenius Medical Care 8,518 7,680 5 11% 4% 7% 5% 2% 49%
Fresenius Kabi 3,392 3,207 6% 2% 4% 4% 0% 20%
Fresenius Helios 4,660 4,674 0% 0% 0% 4% - 4% 27%
Fresenius Vamed 907 515 76% 0% 76% 29% 47% 4%
Total 17,296 15,994 5 8% 2% 6% 5% 1% 100%

On a comparable basis: Q2/ 18 and H1 / 18 adjusted for divestitures of Care Coordination activities at FMC, before special items;

Q2 / 19 and H1 / 19 before special items and adjusted for IFRS 16 effect;

Net income attributable to shareholders of Fresenius SE & Co. KGaA On a comparable basis: Q2 / 18 and H1 / 18 adjusted for divestitures of Care Coordination activities at FMC;

Q2 / 19 and H1 / 19 adjusted for IFRS 16 effect

Adjusted for IFRS 16 effect Q2 / 18 and H1 / 18 adjusted for divestitures of Care Coordination activities at FMC Group EBIT before special items was € 1,118 million including an IFRS 16 effect of € 37 million. Group EBIT 1 on a comparable basis decreased by 5% (- 7% in constant currency) to € 1,081 million (Q2 / 18: € 1,135 million). The EBIT margin 1 on a comparable basis was 12.3% (Q2 / 18: 14.0%). A signifi cant contributor was the reduction in patient attribution and a decreasing savings rate for ESCOs, based on recent reports for prior plan years ("ESCO effect"). Reported Group EBIT 2 was € 1,118 million. In H1 / 19, Group EBIT before special items was € 2,248 million including an IFRS 16 effect of € 56 million. Group EBIT 1 on a comparable basis remained at previous year's level (- 3% in constant currency) at € 2,192 million (H1 / 18: € 2,185 million). The EBIT margin 1 on a comparable basis was 12.7% (H1 / 18: 13.7%). Reported Group EBIT 2 was € 2,233 million.

Group net interest before special items was - € 180 million including an IFRS 16 effect of - € 58 million. On a comparable basis, net interest 1 improved to - €122 million (Q2 / 18: - € 140 million) mainly due to successful refi nancing activities and lower interest rates. Reported Group net interest 2 was - € 179 million. In H1 / 19, Group net interest before special items was - € 361 million including an IFRS 16 effect of - € 106 million. On a comparable basis, net interest 1 improved to - € 255 million (H1 / 18: - € 279 million). Reported Group net interest 2 was - € 363 million.

The Group tax rate before special items and adopting IFRS 16 was 22.8%. Group tax rate 1 on a comparable basis was 22.8% (Q2 / 18: 23.3%). In H1 / 19, the Group tax rate before special items and adopting IFRS 16 was 23.1%. In H1 / 19, Group tax rate 1 on a comparable basis was 23.1% (H1 / 18: 22.1%).

Noncontrolling interest before special items was € 253 million including an IFRS 16 effect of € 7 million. Non controlling interest 1 on a comparable basis was € 260 million (Q2 / 18: €290 million). In H1 / 19, Noncontrolling interest before special items was € 524 million including an IFRS 16 effect of € 20 million. Noncontrolling interest 1 on a comparable basis was

€ 544 million (H1 / 18: € 560 million), of which 93% was attributable to the Noncontrolling interest in Fresenius Medical Care.

Group net income 3 before special items was € 471 million including an IFRS 16 effect of - € 9 million. Group net income 1,3 on a comparable basis increased by 1% (0% in constant currency) to € 480 million (Q2 / 18: € 473 million). Reported Group net income 2,3 was € 471 million. Earnings per share 3 before special items were € 0.85 including an IFRS 16 effect of - € 0.01. Earnings per share 1,3 on a comparable basis increased by 1% (0% in constant currency) to € 0.86 (Q2 / 18: € 0.85). Reported Earnings per share 2,3 were € 0.85.

In H1 / 19, Group net income 3 before special items was € 928 million including an IFRS 16 effect of - € 17 million. Group net income 1, 3 on a comparable basis increased by 2% (0% in constant currency) to € 945 million (H1 / 18: € 924 million). Reported Group net income 2,3 was € 924 million. In H1 / 19, Earnings per share 3 before special items were € 1.67 including an IFRS 16 effect of - € 0.03. Earnings per share 1,3 on a comparable basis increased by 2% (0% in constant currency) to € 1.70 (H1 / 18: € 1.66). Reported Earnings per share 2,3 were € 1.66.

RECONCILIATION

Consolidated results for Q2 / 19 and H1 / 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 the revaluation 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 18 to 27.

On a comparable basis: Q2 / 18 and H1 / 18 adjusted for divestitures of Care Coordination activities at FMC, before special items; Q2 / 19 and H1 / 19 before special items and adjusted for IFRS 16 effect

After special items and including IFRS 16 effect

Net income attributable to shareholders of Fresenius SE & Co. KGaA

€ in millions H1 / 2019 H1 / 2018 Thereof property,
plant and
equipment
Thereof
acquisitions
Growth % of total
Fresenius Medical Care 2,462 818 497 1,965 -- 78%
Fresenius Kabi 369 174 290 79 112% 12%
Fresenius Helios 266 181 164 102 47% 8%
Fresenius Vamed 25 37 13 12 - 32% 1%
Corporate / Other 41 7 42 - 1 -- 1%
Total 3,163 1,217 1,006 2,157 160% 100%

INVESTMENTS BY BUSINESS SEGMENT

INVESTMENTS

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 € 565 million (Q2 / 18: € 451 million). This corresponds to 6% of sales. In H1 / 19, spending on property, plant and equipment was € 1,006 million (H1 / 18: € 831 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 € 234 million (Q2 / 18: € 194 million) including the acquisition of Clínica Medellín in Colombia by Fresenius Helios, among others.

In H1 / 19, total acquisition spending was € 2,157 million (H1 / 18: € 386 million), mainly for the acquisition of NxStage by Fresenius Medical Care.

CASH FLOW

Group operating cash flow was € 1,205 million including an IFRS 16 effect of € 182 million. On a comparable basis, Group operating cash fl ow was € 1,023 million (Q2 / 18: € 1,020 million) with a margin of 11.7% (Q2 / 18: 12.2%). Free cash fl ow before acquisitions and dividends adjusted for IFRS 16 was € 467 million (Q2 / 18: € 580 million). Free cash flow after acquisitions and dividends adjusted for IFRS 16 was - € 437 million (Q2 / 18: € 1,331 million). The IFRS 16 effect amounts to € 182 million respectively. Correspondingly, cash fl ow from fi nancing activities decreased by € 182 million.

In H1 / 19, Group operating cash fl ow was € 1,494 million including an IFRS 16 effect of € 353 million. On a comparable basis, Group operating cash fl ow was € 1,141 million (H1 / 18: € 1,256 million) with a margin of 6.6% (H1 / 18: 7.6%). Free cash fl ow before acquisitions and dividends adjusted for

€ in millions H1 / 2019 H1 / 2018 Growth
Net income 1,477 2,114 - 30%
Depreciation and amortization 750 713 5%
Change working capital - 1,086 - 1,571 31%
Operating cash fl ow 1,141 1,256 - 9%
Capital expenditure, net - 1,013 - 831 - 22%
Cash fl ow before acquisitions and dividends 128 425 - 70%
Cash used for acquisitions, net - 2,038 1,290 --
Dividends paid - 809 - 773 - 5%
Free cash fl ow after acquisitions and dividends - 2,719 942 --
Cash provided by / used for fi nancing activities 1,456 - 358 --
Effect of exchange rates on change in cash and cash equivalents 17 47 - 64%
Net change in cash and cash equivalents - 1,246 631 --

CASH FLOW STATEMENT (Summary adjusted for IFRS 16 effect)

IFRS 16 was € 128 million (H1 / 18: € 425 million) mainly due to increasing investments. Free cash fl ow after acquisitions and dividends adjusted for IFRS 16 was - € 2,719 million (H1 / 18: € 942 million). The IFRS 16 effect amounts to € 353 million respectively. Correspondingly, cash fl ow from fi nancing activities decreased by € 353 million.

ASSET AND LIABILITY STRUCTURE

The Group's total assets were € 64,929 million including an IFRS 16 effect of € 5,587 million. Adjusted for IFRS 16, Group total assets 1 increased by 5% (4% in constant currency) to € 59,342 million (Dec. 31, 2018: € 56,703 million). Current assets 1 remained fl at (remained fl at in constant currency) to € 14,851 million (Dec. 31, 2018: € 14,790 million). Non-current assets 1 increased by 6% (6% in constant currency) to € 44,491 million (Dec. 31, 2018: € 41,913 million).

Total shareholders' equity was € 25,382 million including an IFRS 16 effect of - € 186 million. Adjusted for IFRS 16, total shareholders' equity 1 increased by 2% (2% in constant currency) to € 25,568 million (Dec. 31, 2018: € 25,008 million). The equity ratio was 39.1%. Adjusted for IFRS 16, the equity ratio was 43.1% (Dec. 31, 2018: 44.1%).

Group debt was € 26,879 million including an IFRS 16 effect of € 5,773 million. Adjusted for IFRS 16, Group debt 1 increased by 11% to € 21,106 million (11% in constant currency) (Dec. 31, 2018: € 18,984 million). Group net debt was € 25,416 million including an IFRS 16 effect of € 5,773 million. Adjusted for IFRS 16, Group net debt 1 increased by 21% (21% in constant currency) to € 19,643 million (Dec. 31, 2018: € 16,275 million) mainly due to the acquisition of NxStage by Fresenius Medical Care.

As of June 30, 2019, the net debt / EBITDA ratio increased to 3.21x 1,2 3,4 (December 31, 2018: 2.71x 2,4). Including the IFRS 16 effect, the reported net debt/EBITDA ratio increased to 3.64x 2,3,4.

ANNUAL GENERAL MEETING 2019

At the Annual General Meeting 2019, the shareholders of Fresenius SE & Co. KGaA approved all agenda items with a large majority. Fresenius SE & Co. KGaA shareholders approved the 26nd consecutive dividend increase proposed by the general partner and the Supervisory Board (agenda item 2). Shareholders received € 0.80 per common share (prior year: € 0.75).

The voting results for all agenda items are listed in the table below.

in %
of the capital
stock
Yes votes No votes
Number
of shares for
which valid
votes were cast
Number in %
of the valid
votes cast
Number in %
of the valid
votes cast
Item no. 1 Resolution on the Approval of the Annual Finan
cial Statements of Fresenius SE & Co. KGaA for
the Fiscal Year 2018
402,844,551 72.40% 402,092,334 99.81% 752,217 0.19%
Item no. 2 Resolution on the Allocation of the Distributable
Profi t
403,028,291 72.43% 366,592,718 90.96% 36,435,573 9.04%
Item no. 3 Resolution on the Approval of the Actions of the
General Partner for the Fiscal Year 2018
251,198,310 45.14% 247,411,677 98.49% 3,786,633 1.51%
Item no. 4 Resolution on the Approval of the Actions of the
Supervisory Board for the Fiscal Year 2018
221,771,534 39.85% 194,121,972 87.53% 27,649,562 12.47%
Item no. 5 Election of the Auditor and Group Auditor for
the Fiscal Year 2019 and of the Auditor for the
potential Review of the Half-Yearly Financial
Report for the fi rst Half-Year of the Fiscal Year
2019 and other Financial Information during
the course of the year
256,653,109 46.12% 243,582,336 94.91% 13,070,773 5.09%

Adjusted for IFRS 16 effect

At LTM average exchange rates for both net debt and EBITDA; pro forma closed acquisitions /divestitures

Including acquisition of NxStage Before special items

BUSINESS SEGMENTS

FRESENIUS MEDICAL CARE

Fresenius Medical Care is the world's largest provider of products and services for individuals with renal diseases. As of June 30, 2019, Fresenius Medical Care was treating 339,550 patients in 3,996 dialysis clinics. Along with its core business, the company provides related medical services in the fi eld of Care Coordination.

€ in millions Q2 / 2019 1 Q2/ 2018 2 Growth Growth
in constant
currency
H1 / 2019 1 H1 / 2018 2 Growth Growth
in constant
currency
Sales 4,284 3,956 8% 5% 8,409 7,680 9% 5%
EBITDA 689 734 - 6% - 11% 1,427 1,410 1% - 3%
EBIT 491 558 - 12% - 17% 1,042 1,064 - 2% - 7%
Net income 3 279 308 - 9% - 14% 597 604 - 1% - 6%
Employees (June 30 / Dec. 31) 126,913 120,328 5%
  • ▶ 5% sales 1,2 growth in constant currency
  • ▶ Underlying dialysis business development as expected; negative impact from ESCO adjustments for prior plan years
  • ▶ FY / 19 outlook confirmed

Adjusted for the Q2 / 18 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 € 4,284 million (Q2 / 18: € 3,956 million). Organic sales growth was 4%. Positive currency translation effects of 3% were mainly related to the U.S. dollar strengthening against the euro. In H1 / 19, sales adjusted for the H1 / 18 contribution from the divested Care Coordination activities, the IFRS 16 effect and the contribution from NxStage increased by 9% (5% at constant currency) to € 8,409 million (H1 / 18: € 7,680 million). Organic sales growth was 5%.

EBIT 4 decreased by 12% (- 17% in constant currency) to € 491 million (Q2 / 19: € 558 million) The EBIT margin 4 decreased to 11.5% (Q2 / 18: 14.1%). A signifi cant contributor was the reduction in patient attribution and a decreasing

savings rate for ESCOs, based on recent reports for prior plan years ("ESCO effect").

In H1 / 19, EBIT 4 decreased by 2% (- 7% in constant currency) to € 1,042 million (H1 / 18: € 1,064 million). The EBIT margin 4 decreased to 12.4% (H1 / 18: 13.9%).

Net income 3,4 decreased by 9% (- 14% in constant currency) to € 279 million (Q2 / 18: € 308 million). A signifi cant contributor was the ESCO effect. In H1 / 19, net income 3,4 decreased by 1% (- 6% in constant currency) to € 597 million (H1 / 18: € 604 million).

Operating cash fl ow was € 700 million 5 (Q2 / 18: € 656 million) with a margin of 16.0% (Q2 / 18: 15.6%). In H1 / 19, operating cash fl ow was € 635 million 6 (H1 / 18: € 611 million) with a margin of 7.6% (H1 / 18: 7.5%).

For FY / 19, Fresenius Medical Care expects adjusted sales to grow by 3% to 7% 7,8in constant currency. Adjusted net income 3 is expected to develop in the range of - 2% to +2% 7,9 in constant currency.

For further information, please see Fresenius Medical Care's press release at www.freseniusmedicalcare.com.

€ 852 million including an IFRS 16 effect of € 152 million 6

  • 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
  • 8 FY / 18 base: € 16,026 million

9 FY / 18 base: € 1,341 million

For a detailed overview of special items and adjustments please see the reconciliation tables on pages 18- 27.

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

Q2 / 18 and H1 / 18 adjusted for divestitures of Care Coordination activities

Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA

Q2 / 18 and H1 / 18 before special items and after adjustments; Q2 / 19 and H1 / 19 before special items (transaction-related expenses, gain related to divestitures of Care Coordina-

tion activities, expenses associated with the cost optimization program), adjusted for IFRS 16 effect, excluding effects from NxStage transaction

€ 928 million including an IFRS 16 effect of € 293 million

FY / 18 before special items, Q2 / 18 and H1 / 18 adjusted for divestitures of Care Coordination activities;

FRESENIUS KABI

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 Q2 / 2019 Q2 / 2018 Growth Growth
in constant
currency
H1 / 2019 H1 / 2018 Growth Growth
in constant
currency
Sales 1,691 1,604 5% 5% 3,392 3,207 6% 4%
EBITDA 1 369 361 2% 1% 747 699 7% 3%
EBIT 1 308 289 7% 4% 611 557 10% 6%
Net income 1, 2 211 185 14% 12% 414 355 17% 12%
Employees (June 30 / Dec. 31) 39,198 37,843 4%
  • ▶ 4% organic sales growth and 4% EBIT 1 growth in constant currency
  • ▶ Excellent growth in Emerging Markets
  • ▶ FY / 19 outlook confirmed

Sales of Fresenius Kabi increased by 5% (5% in constant currency) to € 1,691 million (Q2 / 18: € 1,604 million). Organic sales growth was 4%. In H1 / 19, sales increased by 6% (4% in constant currency) to € 3,392 million (H1 / 18: € 3,207 million). Organic sales growth was 4%. Positive currency translation effects of 2% were mainly related to the U.S. dollar strengthening against the euro.

Sales in North America increased by 4% (organic growth: - 1%) to € 573 million (Q2 / 18: € 549 million). In H1 / 19, sales in North America increased by 5% (organic growth: - 1%) to € 1,196 million (H1 / 18: € 1,140 million). The anticipated easing of shortage situations, intensifi ed competition in individual molecules, and a prescribing trend towards non-opioids pain management were the main headwinds

Sales in Europe grew by 2% (organic growth: 1%) to € 572 million (Q2 / 18: € 563 million). In H1 / 19, sales in Europe increased by 2% (organic growth: 2%) to € 1,145 million (H1 / 18: € 1,120 million).

Sales in Asia-Pacific increased by 15% (organic growth: 15%) to € 374 million (Q2 / 18: € 326 million). In H1 / 19, sales in Asia-Pacifi c increased by 14% (organic growth: 13%) to € 715 million (H1 / 18: € 627 million).

Sales in Latin America / Africa increased by 4% (organic growth: 13%) to € 172 million (Q2 / 18: € 166 million). In H1 / 19, sales in Latin America / Africa increased by 5% (organic growth: 15%) to € 336 million (H1 / 18: € 320 million).

EBIT 1 increased by 7% (4% in constant currency) to € 308 million (Q2 / 18: € 289 million) with an EBIT margin 1 of 18.2% (Q2 / 18: 18.0%). In H1 / 19, EBIT 1 increased by 10% (6% in constant currency) to € 611 million (H1/ 18: € 557 million) with an EBIT margin 1 of 18.0% (H1 / 18: 17.4%).

Net income 1, 2 increased by 14% (12% in constant currency) to € 211 million (Q2 / 18: € 185 million). In H1 / 19, net income 1,2 increased by 17% (12% in constant currency) to € 414 million (H1 / 18: € 355 million).

Operating cash fl ow 3 was € 201 million (Q2 / 18: € 228 million). The cash fl ow margin was 11.9% (Q2 / 18: 14.2%). In H1 / 19, operating cash fl ow 3 was € 333 million (H1 / 18: € 454 million). The cash fl ow margin was 9.8% (H1 / 18: 14.2%).

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 Adjusted for IFRS 16 effect (operating cash fl ow after special items)

On a comparable basis: before special items and adjusted for IFRS 16 effect

On a comparable basis: FY / 18 base: € 6,544 million; FY / 19 before special items (acquisition-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 (acquisition-related expenses, revaluations

of biosimilars contingent liabilities) and adjusted for IFRS 16 effect.

For a detailed overview of special items and adjustments please see the reconciliation tables on pages 18- 27.

FRESENIUS HELIOS

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 Q2/ 2019 Q2/ 2018 Growth Growth
adjusted 1
H1 / 2019 H1 / 2018 Growth Growth
adjusted 1
Sales 2,349 2,343 0% 6% 4,660 4,674 0% 5%
EBITDA 2 363 400 - 9% 718 776 - 7%
EBIT 2 274 293 - 6% - 4% 540 571 - 5% - 4%
Net income 2, 3 183 197 - 7% 359 388 - 7%
Employees (June 30 / Dec. 31) 103,147 100,144 3%
  • ▶ Strong organic sales growth of 5%
  • ▶ Helios Germany further stabilized; Helios Spain with solid growth despite Easter effect
  • ▶ FY / 19 outlook confirmed

Sales of Fresenius Helios remained at previous year's level (increased by 6% 1 , organic growth: 5%) to € 2,349 million (Q2 / 18: € 2,343 million). In H1 / 19, sales also remained at previous year's level (increased by 5% 1 ; organic growth: 4%) to € 4,660 million (H1 / 18: € 4,674 million).

Sales of Helios Germany decreased by 3% (increased by 5% 1 ; organic growth: 5%) to € 1,506 million (Q2 / 18: € 1,547 million). Organic sales growth was positively infl uenced by pricing effects and a strong case mix. In H1 / 19, sales of Helios Germany decreased by 4% (increased by 3% 1 ; organic growth: 3%) to € 2,991 million (H1 /18: € 3,121 million).

Sales of Helios Spain increased by 6% (organic growth: 4%) to € 842 million (Q2 / 18: € 796 million) despite the negative effect related to the Easter holidays. In H1 / 19, sales of Helios Spain increased by 7% (organic growth: 6%) to € 1,668 million (H1 / 18: € 1,553 million).

EBIT 2 of Fresenius Helios decreased by 6% (- 4% 1 ) to € 274 million (Q2 / 18: € 293 million) with an EBIT margin of 11.7% (Q2 / 18: 12.5%). In H1 / 19, EBIT2 of Fresenius Helios

decreased by 5% (- 4% 1 ) to € 540 million (H1 / 18: € 571 million) with an EBIT margin of 11.6% (H1 / 18: 12.2%).

EBIT2 of Helios Germany decreased by 8% (- 4% 1 ) to € 154 million (Q2 / 18: € 168 million) with an EBIT margin of 10.2% (Q2 / 18: 10.9%). In H1 / 19, EBIT 2 of Helios Germany decreased by 12% (- 10% 1 ) to € 303 million (H1 / 18: € 345 million) with an EBIT margin of 10.1% (H1 / 18: 11.1%). Whilst EBIT and margin have further stabilized, investments for preparatory structural measures continue to weigh on Helios Germany's fi nancial performance.

Despite the negative Easter effect, EBIT 2 of Helios Spain increased by 1% to € 125 million (Q2 / 18: € 124 million) with an EBIT margin of 14.8% (Q2 / 18: 15.6%). In H1 / 19, EBIT 2 of Helios Spain increased by 7% to € 244 million (H1 / 18: € 227 million).

Net income 2,3 of Fresenius Helios decreased by 7% to € 183 million (Q2 / 18: € 197 million). In H1 / 19, net income 2,3 also decreased by 7% to € 359 million (H1 / 18: € 388 million).

Operating cash fl ow 2 was € 197 million (Q2 / 18: € 162 million) with a margin of 8.4% (Q2 / 18: 6.9%). In H1 / 19, operating cash fl ow 2 was € 288 million (H1 / 18: € 259 million) with a margin of 6.2% (H1 / 18: 5.5%). The increase is mainly attributable to the decrease in days sales outstanding (DSO) at Helios Spain.

Fresenius Helios confi rms its outlook for FY / 19 and expects organic sales growth of 2% to 5% and an 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 18- 27.

FRESENIUS VAMED

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 Q2 / 2019 Q2 / 2018 Growth Growth
adjusted 1
H1 / 2019 H1 / 2018 Growth Growth
adjusted 1
Sales 467 266 76% 31% 907 515 76% 32%
EBITDA 2 30 15 100% 50 24 108%
EBIT 2 20 12 67% - 33% 31 18 72% - 17%
Net income 2,3 13 7 86% 19 11 73%
Employees (June 30 / Dec. 31) 18.035 17.299 4%
  • ▶ Very strong organic sales growth of 27%
  • ▶ Intensified collaboration with Fresenius Helios contributes to sales growth
  • ▶ FY / 19 outlook confi rmed

Sales of Fresenius Vamed increased by 76% (31% 1 ) to € 467 million (Q2 / 18: € 266 million). Organic sales growth was 27%, acquisitions contributed 3% 1 to growth. Positive currency translation effects increased sales by 1%. Sales in the service business grew by 106% (35% 1 ) to € 344 million (Q2 / 18: € 167 million), supported by an intensifi ed collaboration with Fresenius Helios. Sales of the project business increased by 24% to € 123 million (Q2 / 18: € 99 million). In H1 / 19, sales increased by 76% (32% 1 ) to € 907 million (H1 / 18: € 515 million). Organic sales growth was 29%, acquisitions contributed 3% 1 to growth. Both the service and the project business showed strong growth momentum.

EBIT 2 increased by 67% to € 20 million (Q2 / 18: € 12 million) with an EBIT margin of 4.3% (Q2 / 18: 4.5%). EBIT 2 additionally adjusted for the acquisition of Helios' German post-acute care business was € 8 million (- 33% YoY) with an EBIT margin of 2.3% – the decrease was mainly driven by

phasing effects in the project business. In H1 / 19, EBIT 2 increased by 72% to € 31 million (H1 / 18: € 18 million) with an EBIT margin of 3.4% (H1 / 18: 3.5%). EBIT 2 additionally adjusted for the acquisition of Helios' German post-acute care business was € 15 million (- 17% YoY) with an EBIT margin of 2.2%.

Net income 2,3 increased by 86% to € 13 million (Q2 / 18: € 7 million). In H1 / 19, net income 2,3 increased by 73% to € 19 million (H1 / 18: € 11 million).

Order intake decreased by - 41% to € 115 million (Q2 / 18: € 195 million) but increased by 9% to € 498 million in H1 / 19 (H1 / 18: € 455 million). As of June 30, 2019, order backlog was at € 2,690 million (Dec 31, 2018: € 2,420 million).

Operating cash fl ow 2 decreased to - € 42 million (Q2 / 18: - € 14 million) with a margin of - 9.0% (Q2 / 18: - 5.3%). In H1 / 19, Operating cash fl ow 2 decreased to - € 65 million (H1 / 18: - € 56 million) with a margin of - 7.2% (H1 / 18: - 10.9%).

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 18- 27.

EMPLOYEES

As of June 30, 2019, the number of employees was 288,459 (Dec. 31, 2018: 276,750).

EMPLOYEES BY BUSINESS SEGMENT

June 30,
2019
December 31,
2018
Growth
126,913 120,328 5%
39,198 37,843 4%
103,147 100,144 3%
18,035 17,299 4%
1,166 1,136 3%
288,459 276,750 4%

RESEARCH AND DEVELOPMENT

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:

  • ▶ Dialysis
  • ▶ Generic IV drugs
  • ▶ Biosimilars
  • ▶ Infusion and nutrition therapies
  • ▶ Medical devices

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 H/ 2019 H1 / 2018 Growth
Fresenius Medical Care 75 70 7%
Fresenius Kabi 1 213 256 - 17%
Fresenius Helios 1 --
Fresenius Vamed 0 0
Corporate / Other 0 - 1
Total 1 289 325 - 11%

1 Before revaluations of biosimilars contingent liabilities

OPPORTUNITIES AND RISK REPORT

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 no material changes in Fresenius' overall opportunities and risk situation in the fi rst half of 2019.

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 52 and 55 to 57 in the Notes of this half-year fi nancial report.

RATING

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.

OUTLOOK 2019

FRESENIUS GROUP

Based on the Group's good H1 / 19 results and good prospects for the remainder of the year, Fresenius raises its 2019 Group sales growth guidance. Fresenius now projects sales growth 1 of 4% to 7% in constant currency. Previously, Fresenius expected sales growth 1 of 3% to 6% 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.

FRESENIUS MEDICAL CARE

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

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

Fresenius Helios confi rms its outlook for FY / 19 and expects organic sales growth of 2% to 5% and an EBIT 11 growth of - 5% to - 2%.

FRESENIUS VAMED

Fresenius Vamed confi rms its outlook for FY / 19 and expects organic sales growth of ~10% and EBIT growth 11 of 15% to 20%.

INVESTMENTS

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.

2 Net income attributable to shareholders of Fresenius SE & Co. KGaA

11 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 (H1 / 18); FY / 19: adjusted for IFRS 16 effect

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 (H1 / 18); FY / 19: before special items (transaction-related expenses, revaluations of biosimilars contingent liabilities, gain 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, Q2 / 18 and H1 / 18 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; FY / 19 before special items (acquisition-related expenses, revaluations of biosimilars contingent liabilities)

and adjusted for IFRS 16 effect 10 On a comparable basis: FY / 18 base: € 1,139 million; FY / 18 before special items; FY / 19 before special items (acquisition-related expenses,

revaluations of biosimilars contingent liabilities) and adjusted for IFRS 16 effect

GROUP FINANCIAL OUTLOOK 2019

Targets 2019 Fiscal year 2018 New guidance
Sales growth (in constant currency) 3% – 6%1 € 33,009 m1 4% – 7% 1
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 (H1 / 18); 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 (H1 / 18); 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

OUTLOOK 2019 BY BUSINESS SEGMENT

Targets 2019 1 Fiscal year 2018 New guidance 1
3% – 7% 2 € 16,026 m 2 confi rmed
- 2% – 2% 4 € 1,341 m 4 confi rmed
3% – 6% € 6,544 m confi rmed
3% – 6% € 1,139 m 5 confi rmed
2% – 5% € 8,993 m confi rmed
- 5% – - 2% € 1,052 m confi rmed
~ 10% € 1,688 m confi rmed
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 (H1 / 18); FY / 19: before special items (transaction-related expenses,

expenses associated with the cost optimization program at FMC, 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

2018 before special items and after adjustments; 2019 before special items (before transaction-related expenses, expenses associated with the cost optimization program),

adjusted for IFRS 16 effect, excluding effects from NxStage transaction Before special items

4

IFRS 16 RECONCILIATION FRESENIUS GROUP Q2 AND H1

PROFIT AND LOSS STATEMENT

Q2 / 2019 H1 / 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 8,779 - 18 8,761 17,296 - 40 17,256
EBITDA 1,461 242 1,703 2,942 462 3,404
Depreciation and amortization - 380 - 205 - 585 - 750 - 406 - 1,156
EBIT 1,081 37 1,118 2,192 56 2,248
Net interest - 122 - 58 - 180 - 255 - 106 - 361
Income taxes - 219 5 - 214 - 448 13 - 435
Noncontrolling interest - 260 7 - 253 - 544 20 - 524
Net income 1 480 - 9 471 945 - 17 928

BALANCE SHEET

June 30, 2019
in Mio € Adjusted for
IFRS 16 effect
IFRS 16
effect
According to
IFRS 16
Right-of-use-assets 190 2 5,587 5,777
Lease liabilities 414 3 5,773 6,187
Equity 25,568 - 186 25,382
Total assets 59,342 5,587 64,929

CASH FLOW

H1 / 2019
in Mio € 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 1,023 182 1,205 1,141 353 1,494
Cash fl ow before acquisitions
and dividends
467 182 649 128 353 481
Free cash fl ow - 437 182 - 255 - 2,719 353 - 2,366
Cash provided by / used for fi nancing
activities
373 - 182 191 1,456 - 353 1,103

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

IFRS 16 RECONCILIATION BUSINESS SEGMENTS Q2 AND H1

FRESENIUS MEDICAL CARE — Reconciliation according to Fresenius Group

Q2 / 2019 H1 / 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 4,363 - 18 4,345 8,518 - 40 8,478
EBITDA 703 201 904 1,438 385 1,823
EBIT 486 31 517 1,026 48 1,074
Net income 1 260 - 10 250 564 - 28 536
Operating cash fl ow 2 700 152 852 635 293 928

FRESENIUS KABI

Q2 / 2019 H1 / 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 1,691 0 1,691 3,392 0 3,392
EBITDA 369 17 386 747 33 780
EBIT 308 1 309 611 2 613
Net income 3 211 - 2 209 414 - 3 411
Operating cash fl ow 2 201 14 215 333 27 360

FRESENIUS HELIOS

Q2 / 2019 H1 / 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 2,349 0 2,349 4,660 0 4,660
EBITDA 363 17 380 718 32 750
EBIT 274 2 276 540 4 544
Net income 3 183 - 2 181 359 - 4 355
Operating cash fl ow 197 11 208 288 23 311

FRESENIUS VAMED

Q2 / 2019 H1 / 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 467 0 467 907 0 907
EBITDA 30 9 39 50 18 68
EBIT 20 2 22 31 3 34
Net income 4 13 - 1 12 19 - 1 18
Operating cash fl ow - 42 7 - 35 - 65 15 - 50

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

RECONCILIATION FRESENIUS GROUP Q2

€ in millions Q2 / 2019 Q2/ 2018 Growth rate Growth rate
in constant
currency
Sales reported 8,761 8,382 5% 3%
Divestitures of Care Coordination activities (Q2 / 2018)
at FMC (Fresenius Medical Care)
- - 258
IFRS 16 effect 18 -
Sales on a comparable basis 8,779 8,124 8% 6%
EBIT reported (after special items) 1,118 1,943 - 42% - 44%
Transaction costs Akorn 1 34
Bridge Financing costs Akorn - 1
Revaluations of biosimilars contingent liabilities 3 -
Gain related to divestitures of Care Coordination activities - 11 - 833
Transaction costs NxStage 4 -
Expenses associated with the cost optimization program at FMC 3 -
EBIT (before special items) 1,118 1,145 - 2% - 5%
Divestitures of Care Coordination activities at FMC (Q2 / 2018) - - 10
IFRS 16 effect - 37 -
EBIT on a comparable basis 1,081 1,135 - 5% - 7%
Net interest reported (after special items) - 179 - 155 - 15% - 12%
Bridge Financing costs Akorn - 4
Revaluations of biosimilars contingent liabilities - 1 -
Net interest (before special items) - 180 - 151 - 19% - 16%
Divestitures of Care Coordination activities at FMC (Q2 / 2018) - 11
IFRS 16 effect 58 -
Net interest on a comparable basis - 122 - 140 13% 14%

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.

RECONCILIATION FRESENIUS GROUP Q2

€ in millions Q2 / 2019 Q2 / 2018 Growth rate Growth rate
in constant
currency
Income taxes reported (after special items) - 213 - 372 43% 44%
Transaction costs Akorn 0 - 7
Bridge Financing costs Akorn - - 1
Revaluations of biosimilars contingent liabilities - 1 -
Gain related to divestitures of Care Coordination activities 2 147
Transaction costs NxStage - 1 -
Expenses associated with the cost optimization program at FMC - 1 -
Income taxes (before special items) - 214 - 233 8% 11%
Divestitures of Care Coordination activities at FMC (Q2 /2018) - 1
IFRS 16 effect - 5 -
Income taxes on a comparable basis - 219 - 232 6% 9%
Noncontrolling interest reported (after special items) - 255 - 764 67% 68%
Gain related to divestitures of Care Coordination activities 6 475
Transaction costs NxStage - 3 -
Expenses associated with the cost optimization program at FMC - 1 -
Noncontrolling interest (before special items) - 253 - 289 12% 17%
Divestitures of Care Coordination activities at FMC (Q2 / 2018) - - 1
IFRS 16 effect - 7 -
Noncontrolling interest on a comparable basis - 260 - 290 10% 15%
Net income reported (after special items) 471 652 - 28% - 29%
Transaction costs Akorn 1 27
Bridge Financing costs Akorn - 4
Revaluations of biosimilars contingent liabilities 1 -
Gain related to divestitures of Care Coordination activities - 3 - 211
Transaction costs NxStage 0 -
Expenses associated with the cost optimization program at FMC 1 -
Net income (before special items) 471 472 0% - 2%
Divestitures of Care Coordination activities at FMC (Q2 / 2018) - 1
IFRS 16 effect 9 -
Net income on a comparable basis 480 473 1% 0%

RECONCILIATION FRESENIUS GROUP H1

€ in millions H1 / 2019 H1 / 2018 Growth rate Growth rate
in constant
currency
Sales reported 17,256 16,503 5% 2%
Divestitures of Care Coordination activities (H1 / 2018) at FMC (Fresenius
Medical Care)
- - 509
IFRS 16 effect 40 -
Sales on a comparable basis 17,296 15,994 8% 6%
EBIT reported (after special items) 2,233 2,979 - 25% - 28%
Transaction costs Akorn 3 39
Bridge Financing costs Akorn - 1
Revaluations of biosimilars contingent liabilities - 4 -
Gain related to divestitures of Care Coordination activities - 11 - 820
Transaction costs NxStage 20 -
Expenses associated with the cost optimization program at FMC 7 -
EBIT (before special items) 2,248 2,199 2% - 1%
Divestitures of Care Coordination activities at FMC (H1 / 2018) - - 14
IFRS 16 effect - 56 -
EBIT on a comparable basis 2,192 2,185 0% - 3%
Net interest reported (after special items) - 363 - 307 - 18% - 15%
Bridge Financing costs Akorn - 7
Revaluations of biosimilars contingent liabilities 2 -
Net interest (before special items) - 361 - 300 - 20% - 17%
Divestitures of Care Coordination activities at FMC (H1 / 2018) - 21
IFRS 16 effect 106 -
Net interest on a comparable basis - 255 - 279 9% 10%

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.

RECONCILIATION FRESENIUS GROUP H1

€ in millions H1 / 2019 H1 / 2018 Growth rate Growth rate
in constant
currency
Income taxes reported (after special items) - 430 - 558 23% 25%
Transaction costs Akorn 0 - 8
Bridge Financing costs Akorn - - 2
Revaluations of biosimilars contingent liabilities 0 -
Gain related to divestitures of Care Coordination activities 2 147
Transaction costs NxStage - 5 -
Expenses associated with the cost optimization program at FMC - 2 -
Income taxes (before special items) - 435 - 421 - 3% 0%
Divestitures of Care Coordination activities at FMC (H1 /2018) - - 1
IFRS 16 effect - 13 -
Income taxes on a comparable basis - 448 - 422 - 6% - 2%
Noncontrolling interest reported (after special items) - 516 - 1,022 50% 52%
Gain related to divestitures of Care Coordination activities 6 466
Transaction costs NxStage - 11 -
Expenses associated with the cost optimization program at FMC - 3 -
Noncontrolling interest (before special items) - 524 - 556 6% 10%
Divestitures of Care Coordination activities at FMC (H1 / 2018) - - 4
IFRS 16 effect - 20 -
Noncontrolling interest on a comparable basis - 544 - 560 3% 8%
Net income reported (after special items) 924 1,092 - 15% - 18%
Transaction costs Akorn 3 31
Bridge Financing costs Akorn - 6
Revaluations of biosimilars contingent liabilities - 2 -
Gain related to divestitures of Care Coordination activities - 3 - 207
Transaction costs NxStage 4 -
Expenses associated with the cost optimization program at FMC 2 -
Net income (before special items) 928 922 1% - 2%
Divestitures of Care Coordination activities at FMC (H1 / 2018) - 2
IFRS 16 effect 17 -
Net income on a comparable basis 945 924 2% 0%

RECONCILIATION BUSINESS SEGMENTS Q2

FRESENIUS MEDICAL CARE — Reconciliation according to Fresenius Medical Care

€ in millions Q2 / 2019 Q2 / 2018 Growth rate Growth rate
in constant
currency
Sales reported 4,345 4,214 3% 0%
Divestitures of Care Coordination activities (Q2 / 2018) - - 258
IFRS 16 effect 18 -
NxStage operations - 79 -
Sales adjusted 4,284 3,956 8% 5%
EBIT reported 521 1,401 - 63% - 65%
Gain related to divestitures of Care Coordination activities - 11 - 833
Divestitures of Care Coordination activities (Q2 / 2018) - - 10
IFRS 16 effect - 30 -
NxStage operations 4 -
Transaction costs NxStage 4 -
Expenses associated with the cost optimization program 3 -
EBIT adjusted 491 558 - 12% - 17%
Net income reported 254 994 - 74% - 76%
Gain related to divestitures of Care Coordination activities - 9 - 686
Divestitures of Care Coordination activities (Q2 / 2018) - 0
IFRS 16 effect 10 -
NxStage operations 19 -
Transaction costs NxStage 3 -
Expenses associated with the cost optimization program 2 -
Net income adjusted 279 308 - 9% - 14%

FRESENIUS MEDICAL CARE — Reconciliation according to the Fresenius Group

in Mio € Q2 / 2019 Q2 / 2018 Growth rate Growth rate
in constant
currency
Sales reported 4,345 4,214 3% 0%
Divestitures of Care Coordination activities (Q2/2018) - - 258
IFRS 16 effect 18 -
Sales on a comparable basis 4,363 3,956 10% 7%
EBIT reported (after special items) 521 1,401 - 63% - 65%
Gain related to divestitures of Care Coordination activities - 11 - 833
Transaction costs NxStage 4 -
Expenses associated with the cost optimization program 3 -
EBIT (before special items) 517 568 - 9% - 14%
Divestitures of Care Coordination activities (Q2 / 2018) - - 10
IFRS 16 effect - 31 -
EBIT on a comparable basis 486 558 - 13% - 17%
Net income reported (after special items) 254 994 - 74% - 76%
Gain related to divestitures of Care Coordination activities - 9 - 686
Transaction costs NxStage 3 -
Expenses associated with the cost optimization program 2 -
Net income (before special items) 250 308 - 19% - 23%
Divestitures of Care Coordination activities (Q2 / 2018) - 0
IFRS 16 effect 10 -
Net income on a comparable basis 260 308 - 16% - 20%

RECONCILIATION BUSINESS SEGMENTS H1

FRESENIUS MEDICAL CARE — Reconciliation according to Fresenius Medical Care

€ in millions H1 / 2019 H1 / 2018 Growth rate Growth rate
in constant
currency
Sales reported 8,478 8,189 4% - 1%
Divestitures of Care Coordination activities (H1 / 2018) - - 509
IFRS 16 effect 40 -
NxStage operations - 109 -
Sales adjusted 8,409 7,680 9% 5%
EBIT reported 1,058 1,898 - 44% - 47%
Gain related to divestitures of Care Coordination activities - 11 - 820
Divestitures of Care Coordination activities (H1 / 2018) - - 14
IFRS 16 effect - 48 -
NxStage operations 16 -
Transaction costs NxStage 20 -
Expenses associated with the cost optimization program 7 -
EBIT adjusted 1,042 1,064 - 2% - 7%
Net income reported 525 1,273 - 59% - 61%
Gain related to divestitures of Care Coordination activities - 9 - 674
Divestitures of Care Coordination activities (H1 / 2018) - 5
IFRS 16 effect 28 -
NxStage operations 33 -
Transaction costs NxStage 15 -
Expenses associated with the cost optimization program 5 -
Net income adjusted 597 604 - 1% - 6%

FRESENIUS MEDICAL CARE — Reconciliation according to the Fresenius Group

in Mio € H1 / 2019 H1 / 2018 Growth rate Growth rate
in constant
currency
Sales reported 8,478 8,189 4% - 1%
Divestitures of Care Coordination activities (H1/2018) - - 509
IFRS 16 effect 40 -
Sales on a comparable basis 8,518 7,680 11% 7%
EBIT reported (after special items) 1,058 1,898 - 44% - 47%
Gain related to divestitures of Care Coordination activities - 11 - 820
Transaction costs NxStage 20 -
Expenses associated with the cost optimization program at FMC 7 -
EBIT (before special items) 1,074 1,078 0% - 5%
Divestitures of Care Coordination activities (H1 / 2018) - - 14
IFRS 16 effect - 48 -
EBIT on a comparable basis 1,026 1,064 - 4% - 8%
Net income reported (after special items) 525 1,273 - 59% - 61%
Gain related to divestitures of Care Coordination activities - 9 - 674
Transaction costs NxStage 15 -
Expenses associated with the cost optimization program at FMC 5 -
Net income (before special items) 536 599 - 11% - 15%
Divestitures of Care Coordination activities (H1 / 2018) - 5
IFRS 16 effect 28 -
Net income on a comparable basis 564 604 - 7% - 11%

RECONCILIATION BUSINESS SEGMENTS Q2

FRESENIUS KABI

€ in millions Q2 / 2019 Q2 / 2018 Growth rate Growth rate
in constant
currency
Sales reported 1,691 1,604 5% 5%
Transaction costs Akorn 1 34
Revaluations of biosimilars contingent liabilities 3 -
EBIT (before special items) 309 289 7% 5%
IFRS 16 effect - 1 -
EBIT on a comparable basis 308 289 7% 4%
Transaction costs Akorn 0 27
Revaluations of biosimilars contingent liabilities 2 -
Net income (before special items) 209 185 13% 11%
IFRS 16 effect 2 -
Net income on a comparable basis 211 185 14% 12%

FRESENIUS HELIOS

€ in millions Q2/ 2019 Q2/ 2018 Growth rate Growth rate
in constant
currency
Sales reported 2,349 2,343 0% 0%
German post-acute care business transferred from Fresenius Helios to
Fresenius Vamed
- - 117
Sales adjusted for German post-acute care business 2,349 2,226 6% 5%
EBIT reported 276 293 - 6% - 6%
IFRS 16 effect - 2 -
EBIT adjusted for IFRS 16 effect 274 293 - 6% - 6%
German post-acute care business transferred from Fresenius Helios to
Fresenius Vamed
- - 7
EBIT adjusted for IFRS 16 and German post-acute care business 274 286 - 4% - 4%

FRESENIUS VAMED

€ in millions Q2 / 2019 Q2 / 2018 Growth rate Growth rate
in constant
currency
Sales reported 467 266 76% 75%
German post-acute care business acquired from Fresenius Helios - 119 -
Sales adjusted for German post-acute care business 348 266 31% 30%
EBIT reported 22 12 83% 83%
IFRS 16 effect - 2 -
EBIT adjusted for IFRS 16 effect 20 12 67% 67%
German post-acute care business acquired from Fresenius Helios - 12 -
EBIT adjusted for IFRS 16 and German post-acute care business 8 12 - 33% - 33%

RECONCILIATION BUSINESS SEGMENTS H1

FRESENIUS KABI

€ in millions H1 / 2019 H1 / 2018 Growth rate Growth rate
in constant
currency
Sales reported 3,392 3,207 6% 4%
Transaction costs Akorn 3 39
Revaluations of biosimilars contingent liabilities - 4 -
EBIT (before special items) 613 557 10% 6%
IFRS 16 effect - 2 -
EBIT on a comparable basis 611 557 10% 6%
Transaction costs Akorn 2 31
Revaluations of biosimilars contingent liabilities - 1 -
Net income (before special items) 411 355 16% 11%
IFRS 16 effect 3 -
Net income on a comparable basis 414 355 17% 12%

FRESENIUS HELIOS

€ in millions H1 / 2019 H1 / 2018 Growth rate Growth rate
in constant
currency
Sales reported 4,660 4,674 0% 0%
German post-acute care business transferred from Fresenius Helios
to Fresenius Vamed
- - 227
Sales adjusted for German post-acute care business 4,660 4,447 5% 5%
EBIT reported 544 571 - 5% - 5%
IFRS 16 effect - 4 -
EBIT adjusted for IFRS 16 effect 540 571 - 5% - 5%
German post-acute care business transferred from Fresenius Helios
to Fresenius Vamed
- - 10
EBIT adjusted for IFRS 16 and German post-acute care business 540 561 - 4% - 4%

FRESENIUS VAMED

€ in millions H1 / 2019 H1 / 2018 Growth rate Growth rate
in constant
currency
Sales reported 907 515 76% 76%
German post-acute care business acquired from Fresenius Helios - 229 -
Sales adjusted for German post-acute care business 678 515 32% 31%
EBIT reported 34 18 89% 89%
IFRS 16 effect - 3 -
EBIT adjusted for IFRS 16 effect 31 18 72% 72%
German post-acute care business acquired from Fresenius Helios - 16 -
EBIT adjusted for IFRS 16 and German post-acute care business 15 18 - 17% - 17%

FRESENIUS SE & CO. KGAA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

€ in millions Q2 / 2019 Q2 / 2018 H1 / 2019 H1 / 2018
Sales 8,761 8,382 17,256 16,503
Cost of sales - 6,203 - 5,900 - 12,194 - 11,683
Gross profi t 2,558 2,482 5,062 4,820
Selling, general and administrative expenses - 1,314 - 1,206 - 2,550 - 2,336
Gain related to divestitures of care coordination activities 11 833 11 820
Research and development expenses - 137 - 166 - 290 - 325
Operating income (EBIT) 1,118 1,943 2,233 2,979
Net interest - 179 - 155 - 363 - 307
Income before income taxes 939 1,788 1,870 2,672
Income taxes - 213 - 372 - 430 - 558
Net income 726 1,416 1,440 2,114
Noncontrolling interest 255 764 516 1,022
Net income attributable to shareholders of Fresenius SE & Co. KGaA 471 652 924 1,092
Earnings per share in € 0.85 1.18 1.66 1.97
Fully diluted earnings per share in € 0.85 1.17 1.66 1.96

The following notes are an integral part of the unaudited condensed interim fi nancial statements.

FRESENIUS SE & CO. KGAA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

€ in millions Q2 / 2019 Q2 / 2018 H1 / 2019 H1 / 2018
Net income 726 1,416 1,440 2,114
Other comprehensive income (loss)
Positions which will be reclassified into net income in subsequent years
Foreign currency translation - 114 511 169 84
Cash flow hedges - 9 2 - 22 10
Change of fair value of available for sale financial assets 0 0
Income taxes on positions which will be reclassified 3 - 14 6 - 10
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 - 120 499 153 85
Total comprehensive income 606 1,915 1,593 2,199
Comprehensive income attributable to noncontrolling interest 204 1,029 566 1,098
Comprehensive income attributable to
shareholders of Fresenius SE & Co. KGaA
402 886 1,027 1,101

FRESENIUS SE & CO. KGAA CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

ASSETS

€ in millions June 30, 2019 December 31, 2018
Cash and cash equivalents 1,463 2,709
Trade accounts and other receivables, less allowance for doubtful accounts 7,190 6,540
Accounts receivable from and loans to related parties 37 29
Inventories 3,601 3,218
Other current assets 2,560 2,294
I. Total current assets 14,851 14,790
Property, plant and equipment 10,637 10,366
Right-of-use assets 5,777 0
Goodwill 27,094 25,713
Other intangible assets 3,880 3,130
Other non-current assets 1,917 1,927
Deferred taxes 773 777
II. Total non-current assets 50,078 41,913
Total assets 64,929 56,703

LIABILITIES AND SHAREHOLDERS' EQUITY

€ in millions June 30, 2019 December 31, 2018
Trade accounts payable 1,719 1,823
Short-term accounts payable to related parties 92 67
Short-term provisions and other short-term liabilities 6,111 6,240
Short-term debt 2,689 2,354
Short-term debt from related parties 3
Current portion of long-term debt 344 353
Current portion of long-term lease liabilities 748 0
Current portion of bonds 949 1,744
Current portion of convertible bonds 894 493
Short-term accruals for income taxes 196 201
A. Total short-term liabilities 13,745 13,275
Long-term debt, less current portion 6,666 5,944
Long-term lease liabilities, less current portion 5,439 0
Bonds, less current portion 8,686 7,246
Convertible bonds, less current portion 461 850
Long-term provisions and other long-term liabilities 1,661 1,634
Pension liabilities 1,271 1,235
Long-term accruals for income taxes 231 227
Deferred taxes 1,387 1,284
B. Total long-term liabilities 25,802 18,420
I. Total liabilities 39,547 31,695
A. Noncontrolling interest 9,502 9,597
Subscribed capital 557 556
Capital reserve 3,964 3,933
Other reserves 11,586 11,252
Accumulated other comprehensive loss - 227 - 330
B. Total Fresenius SE & Co. KGaA shareholders' equity 15,880 15,411
II. Total shareholders' equity 25,382 25,008
Total liabilities and shareholders' equity 64,929 56,703

FRESENIUS SE & CO. KGAA CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

€ in millions H1 / 2019 H1 / 2018
Operating activities
Net income 1,440 2,114
Adjustments to reconcile net income to cash and
cash equivalents provided by operating activities
Depreciation and amortization 1,156 713
Gain on sale of investments and divestitures - 21 - 822
Change in deferred taxes 50 - 6
Gain on sale of fixed assets - 4
Changes in assets and liabilities, net of amounts
from businesses acquired or disposed of
Trade accounts and other receivables, net - 580 - 745
Inventories - 303 - 137
Other current and non-current assets - 219 - 183
Accounts receivable from / payable to related parties 21 17
Trade accounts payable, provisions and other short-term and long-term liabilities - 37 163
Accruals for income taxes - 9 142
Net cash provided by operating activities 1,494 1,256
Investing activities
Purchase of property, plant and equipment - 1,026 - 861
Proceeds from sales of property, plant and equipment 13 30
Acquisitions and investments, net of cash acquired and net purchases of intangible assets - 2,061 - 372
Proceeds from sale of investments and divestitures 23 1,662
Net cash used in / provided by investing activities - 3,051 459
Financing activities
Proceeds from short-term debt 621 656
Repayments of short-term debt - 265 - 256
Proceeds from long-term debt 1,103 116
Repayments of long-term debt - 596 - 580
Repayments of lease liabilities - 392 0
Proceeds from the issuance of bonds 1,433 0
Repayments of liabilities from bonds - 800 0
Payments for the share buy-back program of Fresenius Medical Care - 299 - 37
Proceeds / Payments of the accounts receivable securitization program 266 - 292
Proceeds from the exercise of stock options 27 30
Dividends paid - 809 - 773
Change in noncontrolling interest 5 5
Net cash provided by / used in fi nancing activities 294 - 1,131
Effect of exchange rate changes on cash and cash equivalents 17 47
Net decrease / increase cash and cash equivalents - 1,246 631
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 1,463 2,267

ADDITIONAL INFORMATION ON PAYMENTS

THAT ARE INCLUDED IN NET CASH PROVIDED BY OPERATING ACTIVITIES

€ in millions H1 / 2019 H1 / 2018
Received interest 30 29
Paid interest - 241 - 255
Income taxes paid - 441 - 520

FRESENIUS SE & CO. KGAA CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

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 906 906 1 25
Compensation expense related to stock options 14
Dividends paid -416
Purchase of noncontrolling interest
Noncontrolling interest subject to put provisions 21
Comprehensive income (loss)
Net income
Other comprehensive income (loss)
Cash flow hedges
1,092
Foreign currency translation
Actuarial gains on defined
benefit pension plans
Comprehensive income (loss) 1,092
As of June 30, 2018 555,616 555,616 556 3,887 10,325
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 617 617 1 19
Compensation expense related to stock options 12
Dividends paid
Purchase of noncontrolling interest
-445
Share buy-back program of
Fresenius Medical Care AG & Co. KGaA
-93
Noncontrolling interest subject to put provisions -6
Comprehensive income (loss)
Net income
Other comprehensive income (loss) 924
Cash flow hedges
Foreign currency translation
Comprehensive income (loss) 924
As of June 30, 2019 556,842 556,842 557 3,964 11,586

FRESENIUS SE & CO. KGAA CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

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 26 4 30
Compensation expense related to stock options 14 3 17
Dividends paid - 416 - 357 - 773
Purchase of noncontrolling interest 0 36 36
Noncontrolling interest subject to put provisions
Comprehensive income (loss)
21 46 67
Net income 1,092 1,022 2,114
Other comprehensive income (loss)
Cash flow hedges 0 7 7
Foreign currency translation 12 - 2 10 70 80
Actuarial gains on defined
benefit pension plans
1 1 0 1
Comprehensive income (loss) 12 - 1 0 1,103 1,099 2,202
As of June 30, 2018 - 49 - 60 - 278 0 14,381 8,888 23,269
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 - 99 - 145
As of January 1, 2019, adjusted 38 - 61 - 311 4 15,365 9,498 24,863
Proceeds from the exercise of stock options 20 7 27
Compensation expense related to stock options 12 2 14
Dividends paid - 445 - 364 - 809
Purchase of noncontrolling interest 0 11 11
Share buy-back program of
Fresenius Medical Care AG & Co. KGaA
- 93 - 206 - 299
Noncontrolling interest subject to put provisions - 6 - 12 - 18
Comprehensive income (loss)
Net income 924 516 1,440
Other comprehensive income (loss)
Cash flow hedges - 9 - 9 - 7 - 16
Foreign currency translation 112 112 57 169
Comprehensive income (loss) 112 - 9 1,027 566 1,593
As of June 30, 2019 150 - 70 - 311 4 15,880 9,502 25,382

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
effect
IFRS 16
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 8,478 8,518 8,189 4% 4% 3,392 3,392 3,207 6% 6% 4,660 4,660 4,674 0% 0%
thereof contribution to
consolidated sales
8,459 8,499 8,173 3% 4% 3,367 3,367 3,179 6% 6% 4,653 4,653 4,667 0% 0%
thereof intercompany sales 19 19 16 19% 19% 25 25 28 - 11% - 11% 7 7 7 0% 0%
contribution to consolidated sales 49% 49% 50% 20% 20% 19% 27% 27% 28%
EBITDA 1,823 1,438 1,433 27% 0% 780 747 699 12% 7% 750 718 776 - 3% - 7%
Depreciation and amortization 749 412 355 111% 16% 167 136 142 18% - 4% 206 178 205 0% - 13%
EBIT 1,074 1,026 1,078 0% - 5% 613 611 557 10% 10% 544 540 571 - 5% - 5%
Net interest - 222 - 135 - 168 - 32% 18% - 42 - 36 - 60 30% 40% - 86 - 76 - 80 - 8% 5%
Income taxes - 198 - 209 - 199 1% - 5% - 137 - 138 - 124 - 10% - 11% - 96 - 97 - 97 1% 0%
shareholders of Fresenius SE & Co. KGaA
Net income attributable to
536 564 599 - 11% - 6% 411 414 355 16% 17% 355 359 388 - 9% - 7%
Operating cash fl ow 928 635 611 52% 4% 360 333 454 - 21% - 27% 311 288 259 20% 11%
Cash fl ow before acquisitions and dividends 435 142 165 164% - 14% 55 28 254 - 78% - 89% 147 124 95 55% 31%
Total assets 1 31,956 27,784 26,242 22% 6% 13,185 12,810 12,638 4% 1% 17,895 17,017 16,504 8% 3%
Debt 1 13,410 9,097 7,546 78% 21% 4,240 3,861 3,867 10% 0% 7,267 6,383 6,219 17% 3%
Other operating liabilities 1 5,046 5,046 5,168 - 2% - 2% 3,078 3,078 3,107 - 1% - 1% 2,143 2,143 2,051 4% 4%
Capital expenditure, gross 497 497 466 7% 7% 290 290 173 68% 68% 164 164 170 - 4% - 4%
Acquisitions, gross / investments 1,965 1,965 352 -- -- 79 79 1 -- -- 102 102 11 -- --
Research and development expenses 75 75 70 7% 7% 213 213 256 - 17% - 17% 1 1 -- --
Employees
(per capita on balance sheet date) 1 126,913 126,913 120,328 5% 5% 39,198 39,198 37,843 4% 4% 103,147 103,147 100,144 3% 3%
Key fi gures
EBITDA margin 21.5% 16.9% 17.5% 23.0% 22.0% 21.8% 16.1% 15.4% 16.6%
EBIT margin 12.7% 12.0% 13.2% 18.1% 18.0% 17.4% 11.7% 11.6% 12.2%
Depreciation and amortization
in % of sales
8.8% 4.8% 4.3% 4.9% 4.0% 4.4% 4.4% 3.8% 4.4%
Operating cash flow in % of sales 10.9% 7.5% 7.5% 10.6% 9.8% 14.2% 6.7% 6.2% 5.5%
ROOA 1 7.6% 8.4% 10.0% 10.7% 11.1% 11.1% 6.2% 6.5% 6.8%

CONSOLIDATED SEGMENT REPORTING FIRST HALF (UNAUDITED)

FRESENIUS SE & CO. KGAA

1 2018: December 31

5 Before transaction-related expenses

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 4 Before transaction-related expenses and revaluations of biosimilars contingent liabilities

FRESENIUS SE & CO. KGAA CONSOLIDATED SEGMENT REPORTING FIRST HALF (UNAUDITED)

Fresenius Vamed Corporate / Other Fresenius Group
adj. for
IFRS 16
effect
adj. for
IFRS 16
effect
adj. for
IFRS 16
effect
adj. for
effect
IFRS 16
adj. for
IFRS 16
effect
adj. for
effect
IFRS 16
by business segment, € in millions 2019 2019 2018 Growth Growth 2019 6 2019 6 2018 7 Growth Growth 2019 2019 2018 Growth Growth
Sales 907 907 515 76% 76% - 181 - 181 - 82 - 121% - 121% 17,256 17,296 16,503 5% 5%
thereof contribution to
consolidated sales
776 776 484 60% 60% 1 1 0 17,256 17,296 16,503 5% 5%
thereof intercompany sales 131 131 31 -- -- - 182 - 182 - 82 - 122% - 122% 0 0 0
contribution to consolidated sales 4% 4% 3% 0% 0% 0% 100% 100% 100%
EBITDA 68 50 24 183% 108% - 32 - 26 760 - 104% - 103% 3,389 2,927 3,692 - 8% - 21%
Depreciation and amortization 34 19 6 -- -- 0 5 5 - 100% 0% 1,156 750 713 62% 5%
EBIT 34 31 18 89% 72% - 32 - 31 755 - 104% - 104% 2,233 2,177 2,979 - 25% - 27%
Net interest - 9 - 5 - 1 -- -- - 4 - 5 2 -- -- - 363 - 257 - 307 - 18% 16%
Income taxes - 6 - 6 - 5 - 20% - 20% 7 7 - 133 105% 105% - 430 - 443 - 558 23% 21%
shareholders of Fresenius SE & Co. KGaA
Net income attributable to
18 19 11 64% 73% - 396 - 415 - 261 - 52% - 59% 924 941 1,092 - 15% - 14%
Operating cash fl ow - 50 - 65 - 56 11% - 16% - 55 - 50 - 12 -- -- 1,494 1,141 1,256 19% - 9%
Cash fl ow before acquisitions and dividends - 61 - 76 - 61 0% - 25% - 95 - 90 - 28 -- -- 481 128 425 13% - 70%
Total assets 1 2,404 2,093 2,160 11% - 3% - 511 - 362 - 841 39% 57% 64,929 59,342 56,703 15% 5%
Debt 1 874 559 535 63% 4% 1,088 1,206 817 33% 48% 26,879 21,106 18,984 42% 11%
Other operating liabilities 1 824 824 912 - 10% - 10% 190 190 189 1% 1% 11,281 11,281 11,427 - 1% - 1%
Capital expenditure, gross 13 13 15 - 13% - 13% 42 42 7 -- -- 1,006 1,006 831 21% 21%
Acquisitions, gross / investments 12 12 22 - 45% - 45% - 1 - 1 0 2,157 2,157 386 -- --
Research and development expenses 0 0 0 1 1 - 1 20 0% 20 0% 290 290 325 - 11% - 11%
(per capita on balance sheet date) 1
Employees
18,035 18,035 17,299 4% 4% 1,166 1,166 1,136 3% 3% 288,459 288,459 276,750 4% 4%
Key fi gures
EBITDA margin 7.5% 5.5% 4.7% 19.7%8 17.0%8 17.6% 8
EBIT margin 3.7% 3.4% 3.5% 13.0%8 12.7%8 13.3% 8
Depreciation and amortization
in % of sales
3.7% 2.1% 1.2% 6.7% 4.3% 4.3%
Operating cash flow in % of sales - 5.5% - 7.2% - 10.9% 8.7% 6.6% 7.6%
ROOA 1 7.3% 8.5% 9.1% 7.8%9 8.4% 9 9.0% 10
2 Before transaction-related expenses, gain related to divestitures of Care Coordination activities and expenses associated
4 Before transaction-related expenses and revaluations of biosimilars contingent liabilities
3 Before gain related to divestitures of Care Coordination activities
5 Before transaction-related expenses
with the cost optimization program
1 2018: December 31
optimization program at FMC. 9 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
liabilities, gain related to divestitures of Care Coordination activities and expenses associated with the cost
liabilities, gain related to divestitures of Care Coordination activities and the impact of FCPA related charge.

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.

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 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

At a Glance Fresenius Share Management Report Financial Statements Notes 34

D)
TE
DI
AU
N
R (U
ARTE
U
D Q
N
G SECO
N
RTI
O
T REP
A
A
N
ME
G
D SE
US SE & CO. KG
NI
ATE
D
OLI
FRESE NS
CO
Fresenius Medical Care Fresenius Kabi Fresenius Helios
adj. for
IFRS 16
effect
adj. for
effect
IFRS 16
adj. for
effect
IFRS 16
adj. for
IFRS 16
effect
adj. for
IFRS 16
effect
adj. for
effect
IFRS 16
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 4,345 4,363 4,213 3% 4% 1,691 1,691 1,604 5% 5% 2,349 2,349 2,343 0% 0%
thereof contribution to
consolidated sales
4,336 4,354 4,205 3% 4% 1,679 1,679 1,590 6% 6% 2,344 2,344 2,336 0% 0%
thereof intercompany sales 9 9 8 13% 13% 12 12 14 - 14% - 14% 5 5 7 - 29% - 29%
contribution to consolidated sales 49% 49% 50% 19% 19% 19% 27% 27% 28%
EBITDA 904 703 748 21% - 6% 386 369 361 7% 2% 380 363 400 - 5% - 9%
Depreciation and amortization 387 217 180 115% 20% 77 61 72 7% - 15% 104 89 107 - 3% - 17%
EBIT 517 486 568 - 9% - 14% 309 308 289 7% 7% 276 274 293 - 6% - 6%
Net interest - 114 - 69 - 85 - 35% 16% - 18 - 15 - 31 42% 52% -43 -37 - 40 - 8% 8%
Income taxes - 92 - 96 - 115 20% 17% - 70 - 70 - 64 - 9% - 9% -49 -50 - 52 6% 4%
shareholders of Fresenius SE & Co. KGaA
Net income attributable to
250 260 307 - 19% - 15% 209 211 185 13% 14% 181 183 197 - 8% - 7%
Operating cash fl ow 852 700 656 30% 7% 215 201 228 - 6% - 12% 208 197 162 28% 22%
Cash fl ow before acquisitions and dividends 558 406 428 30% -5% 50 36 124 - 60% - 71% 132 121 63 110% 92%
Capital expenditure, gross 296 296 245 21% 21% 169 169 95 78% 78% 75 75 100 - 25% - 25%
Acquisitions, gross / investments 130 130 168 - 23% - 23% 20 20 1 -- -- 73 73 8 -- --
Research and development expenses 41 41 38 8% 8% 92 92 129 - 29% - 29% -- --
Key fi gures
EBITDA margin 20.8% 16.1% 17.8% 22.8% 21.8% 22.5% 16.2% 15.5% 17.1%
EBIT margin 11.9% 11.1% 13.5% 18.3% 18.2% 18.0% 11.7% 11.7% 12.5%
Depreciation and amortization
in % of sales
8.9% 5.0% 4.3% 4.6% 3.6% 4.5% 4.4% 3.8% 4.6%
Operating cash flow in % of sales 19.6% 16.0% 15.6% 12.7% 11.9% 14.2% 8.9% 8.4% 6.9%

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

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
effect
IFRS 16
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 467 467 266 76% 76% -91 -91 - 44 - 107% - 107% 8,761 8,779 8,382 5% 5%
thereof contribution to
consolidated sales
401 401 251 60% 60% 1 1 0 8,761 8,779 8,382 5% 5%
thereof intercompany sales 66 66 15 -- -- -92 -92 - 44 - 109% - 109% 0 0 0
contribution to consolidated sales 5% 5% 3% 0% 0% 0% 100% 100% 100%
EBITDA 39 30 15 160% 100% - 6 - 4 783 - 101% - 101% 1,703 1,461 2,307 - 26% - 37%
Depreciation and amortization 17 10 3 -- -- 0 3 2 - 100% 50% 585 380 364 61% 4%
EBIT 22 20 12 83% 67% - 6 - 7 781 - 101% - 101% 1,118 1,081 1,943 - 42% - 44%
Net interest - 5 - 2 - 1 -- - 100% 1 2 2 - 50% 0% - 179 - 121 - 1 55 - 15% 22%
Income taxes - 4 - 4 - 3 - 33% - 33% 2 2 - 138 101% 101% - 213 - 218 - 372 43% 41%
shareholders of Fresenius SE & Co. KGaA
Net income attributable to
12 13 7 71% 86% - 181 - 187 - 44 -- -- 471 480 652 - 28% - 26%
Operating cash fl ow - 35 - 42 - 14 - 150% - 200% - 35 - 33 - 12 - 192% - 175% 1,205 1,023 1,020 18% 0%
Cash fl ow before acquisitions and dividends -40 -47 - 17 - 135% - 176% - 51 - 49 - 18 - 183% - 172% 649 467 580 12% - 19%
Capital expenditure, gross 7 7 12 - 42% - 42% 18 18 - 1 -- -- 565 565 451 25% 25%
Acquisitions, gross / investments 12 12 17 - 29% - 29% - 1 - 1 0 234 234 194 21% 21%
Research and development expenses 0 0 0 3 3 - 1 -- -- 137 137 166 - 17% - 17%
Key fi gures
EBITDA margin 8.4% 6.4% 5.6% 19.4%7 16.6%7 18.0% 7
EBIT margin 4.7% 4.3% 4.5% 12.8%7 12.3%7 13.7% 7
Depreciation and amortization
in % of sales
3.6% 2.1% 1.1% 6.7% 4.3% 4.3%
Operating cash flow in % of sales - 7.5% - 9.0% - 5.3% 13.8% 11.7% 12.2%

FRESENIUS SE & CO. KGAA

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 3 Before transaction-related expenses and revaluations of biosimilars contingent liabilities

4 Before transaction-related expenses

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 and gain related to divestitures of Care Coordination activities

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

TABLE OF CONTENTS NOTES

38 General notes

  • 38 1. Principles
  • 38 I. Group structure
  • 38 II. Basis of presentation
  • 38 III. Summary of signifi cant accounting policies
  • 39 IV. Recent pronouncements, applied
  • 40 V. Recent pronouncements, not yet applied
  • 41 2. Acquisitions, divestitures and investments

43 Notes on the consolidated statement of income

  • 43 3. Special items
  • 43 4. Sales
  • 43 5. Research and development expenses
  • 43 6. Taxes
  • 43 7. Earnings per share

44 Notes on the consolidated statement of fi nancial position

  • 44 8. Cash and cash equivalents
  • 44 9. Trade accounts and other receivables
  • 44 10. Inventories
  • 44 11. Other current and non-current assets
  • 45 12. Goodwill and other intangible assets
  • 46 13. Debt
  • 49 14. Bonds
  • 50 15. Convertible bonds
  • 50 16. Pensions and similar obligations
  • 50 17. Noncontrolling interest
  • 51 18. Fresenius SE & Co. KGaA shareholders' equity

52 Other notes

  • 52 19. Legal and regulatory matters
  • 54 20. Leases
  • 55 21. Financial instruments
  • 58 22. Supplementary information on capital management
  • 58 23. Supplementary information on the consolidated statement of cash fl ows
  • 58 24. Notes on the consolidated segment reporting
  • 59 25. Share-based compensation plans
  • 59 26. Subsequent events
  • 59 27. Corporate Governance
  • 60 28. Responsibility Statement

GENERAL NOTES

1. PRINCIPLES

I. GROUP STRUCTURE

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 June 30, 2019:

  • ▶ Fresenius Medical Care
  • ▶ Fresenius Kabi
  • ▶ Fresenius Helios
  • ▶ Fresenius Vamed

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 "–".

II. BASIS OF PRESENTATION

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.

III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The condensed consolidated fi nancial statements and management report for the fi rst half and the second quarter ended June 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 half and the second quarter ended June 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 half ended June 30, 2019 are not necessarily indicative of the results of operations for the fi scal year 2019.

Classifi cations

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 half 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 € 16 million. From fi scal year 2019, these repayments are included in the line item repayments of lease liabilities in accordance with IFRS 16.

Use of estimates

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.

IV. RECENT PRONOUNCEMENTS, APPLIED

The Fresenius Group has prepared its consolidated fi nancial statements at June 30, 2019 in conformity with IFRS in force for the interim periods on January 1, 2019.

In the fi rst half of 2019, the Fresenius Group applied the following new standard relevant for its business for the fi rst time:

IFRS 16

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:

  • ▶ IFRS 16 is only applied to contracts that were previously identifi ed as leases under IAS 17 and IFRIC 4.
  • ▶ Recognition, valuation and disclosure principles of IFRS 16 are not applied to lease contracts with a lease term ending in less than 12 months from the date of the initial application. The respective lease contracts are accounted for as if they were short-term leases and recognized as an expense accordingly.
  • ▶ Material initial direct costs are included in the measurement of a right-of-use asset with the carrying amount assuming the new standard was applied since the commencement date of the lease.
  • ▶ Upon initial recognition, no impairment review was performed. The right-of-use assets were adjusted for onerous contract provisions, recognized on the consolidated statement of fi nancial position immediately before the date of initial application.

Right-of-use assets from lease contracts are classifi ed in accordance with the Fresenius Group's classifi cation of property plant and equipment:

  • ▶ Right-of-use assets: land
  • ▶ Right-of-use assets: buildings and improvements
  • ▶ Right-of-use assets: machinery 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.

V. RECENT PRONOUNCEMENTS, NOT YET APPLIED

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.

2. ACQUISITIONS, DIVESTITURES AND INVESTMENTS

The Fresenius Group made acquisitions, investments and purchases of intangible assets of € 2,157 million and € 386 million in the fi rst half of 2019 and 2018, respectively. Of this amount, € 2,061 million was paid in cash and € 96 million was assumed obligations in the fi rst half of 2019.

FRESENIUS MEDICAL CARE

In the fi rst half of 2019, Fresenius Medical Care spent € 1,965 million on acquisitions, mainly on the purchase of NxStage Medical, Inc. (NxStage).

Acquisition of NxStage Medical, Inc., USA

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.

US\$ in millions

Cash and cash equivalents 47
Trade accounts and other receivables 34
Inventories 65
Other current assets 19
Property, plant and equipment 96
Right-of-use assets 22
Intangible assets and other assets 827
Goodwill 1,160
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\$ 1,160 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\$ 123 million (€ 109 million) to sales and - US\$ 28 million (- € 25 million) to the operating income (EBIT) of the Fresenius Group for the fi rst half of 2019. This operating loss amount does not include synergies which may have resulted at consolidated entities outside NxStage since the acquisition closed.

FRESENIUS KABI

In the fi rst half of 2019, Fresenius Kabi spent € 79 million on acquisitions, mainly for already planned acquisition related milestone payments relating to the acquisition of the biosimilars business.

Termination of the merger agreement with Akorn, Inc.

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.

FRESENIUS HELIOS

In the fi rst half of 2019, Fresenius Helios spent € 102 million on acquisitions, mainly for the purchase of Clínica Medellín, S.A., Colombia, Mitteldeutsches Institut für Arbeitsmedizin GmbH and outpatient clinics in Germany.

FRESENIUS VAMED

In the fi rst half of 2019, Fresenius Vamed spent € 12 million on acquisitions, mainly for the increased shareholding in a post-acute clinic in Austria.

NOTES ON THE CONSOLIDATED STATEMENT OF INCOME

3. SPECIAL ITEMS

Net income attributable to shareholders of Fresenius SE & Co. KGaA for the fi rst half of 2019 in the amount of € 924 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 H1 / 2019 according
to IFRS
2,233 - 363 924
Akorn - 3 0 - 3
Transaction-related effects of
Transaction-related effects of
biosimilars
4 - 2 2
Gain related to divestitures of
Care Coordination activities
11 0 3
Cost optimization program
Fresenius Medical Care
- 7 0 - 2
Transaction-related effects of
NxStage
- 20 0 - 4
Earnings H1 / 2019, before
special items
2,248 - 361 928
€ in millions EBIT Interest
expenses
Net income
attributable to
share holders
of Fresenius
SE & Co. KGaA

4. SALES

In the fi rst half of 2019, sales by activity were as follows:

€ in millions H1 / 2019 H1 / 2018
Sales from contracts with customers 17,070 16,352
thereof sales of services 11,888 11,471
thereof sales of products and related
services
4,950 4,687
thereof sales from long-term production
contracts
228 191
thereof further sales from contracts with
customers
4 3
Other sales 186 151
Sales 17,256 16,503

Other sales include sales from insurance and lease contracts.

5. RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses of € 290 million (H1 / 2018: € 325 million) included expenditures for research and non- capitalizable development costs as well as regular depreciation and amortization expenses relating to capitalized development costs of € 8 million (H1 / 2018: € 8 million). Furthermore, in the fi rst half of 2019, research and development expenses included reversals of write-downs on capitalized develop ment expenses of € 16 million. The expenses for the further development of the biosimilars business included in the research and development expenses amounted to € 40 million in the fi rst half of 2019 (H1 / 2018: € 72 million).

6. TAXES

During the fi rst half 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.

7. EARNINGS PER SHARE

The following table shows the earnings per share including and excluding the dilutive effect from stock options issued:

H1 / 2019 H1 / 2018
Numerators, € in millions
Net income attributable to
shareholders of
Fresenius SE & Co. KGaA 924 1,092
less effect from dilution due to
Fresenius Medical Care shares 1
Income available to
all ordinary shares 924 1,091
Denominators in number of shares
Weighted-average number of
ordinary shares outstanding 556,426,725 555,010,427
Potentially dilutive
ordinary shares 829,687 2,221,223
Weighted-average number
of ordinary shares outstanding
assuming dilution 557,256,412 557,231,650
Basic earnings per share in € 1.66 1.97
Fully diluted earnings per share in € 1.66 1.96

NOTES ON THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

8. CASH AND CASH EQUIVALENTS

As of June 30, 2019 and December 31, 2018, cash and cash equivalents were as follows:

As of June 30, 2019 and December 31, 2018, earmarked funds of € 119 million and € 123 million, respectively, were included in cash and cash equivalents.

9. TRADE ACCOUNTS AND OTHER RECEIVABLES

As of June 30, 2019 and December 31, 2018, trade accounts and other receivables were as follows:

€ in millions June 30, 2019 Dec. 31, 2018
Cash 1,224 1,273
Time deposits and securities
(with a maturity of up to 90 days) 239 1,436
Total cash and cash equivalents 1,463 2,709
June 30, 2019 Dec. 31, 2018
€ in millions thereof credit
impaired
thereof credit
impaired
Trade accounts and other receivables 7,537 817 6,863 671
less allowance for doubtful accounts 347 273 323 253
Trade accounts and other receivables, net 7,190 544 6,540 418

Within trade accounts and other receivables, net, as of June 30, 2019, € 7,441 million relate to revenue from contracts with customers as defi ned by IFRS 15. This amount includes € 347 million of allowance for doubtful accounts. Further trade accounts and other receivables, net relate to lease contracts.

10. INVENTORIES

As of June 30, 2019 and December 31, 2018, inventories consisted of the following:

€ in millions June 30, 2019 Dec. 31, 2018
Raw materials and
purchased components
816 761
Work in process 390 326
Finished goods 2,514 2,245
less reserves 119 114
Inventories, net 3,601 3,218

11. OTHER CURRENT AND NON-CURRENT ASSETS

At equity investments as of June 30, 2019 in the amount of € 654 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 half of 2019, income of € 43 million (H1 / 2018: € 34 million) resulting from this valuation was included in selling, general and administrative expenses in the consolidated statement of income.

12. GOODWILL AND OTHER INTANGIBLE ASSETS

As of June 30, 2019 and December 31, 2018, intangible assets, split into amortizable and non-amortizable intangible assets, consisted of the following:

AMORTIZABLE INTANGIBLE ASSETS

June 30, 2019 December 31, 2018
€ in millions Acquisition
cost
Accumulated
amortization
Carrying
amount
Acquisition
cost
Accumulated
amortization
Carrying
amount
Technology 963 249 714 428 235 193
Capitalized development costs 926 249 677 895 255 640
Customer relationships 765 144 621 717 122 595
Tradenames 693 108 585 699 90 609
Software 926 476 450 821 433 388
Patents, product and distribution rights 734 448 286 759 432 327
Non-compete agreements 333 289 44 329 282 47
Other 578 313 265 418 289 129
Total 5,918 2,276 3,642 5,066 2,138 2,928

The increase of the position technology mainly relates to the acquisition of NxStage.

NON-AMORTIZABLE INTANGIBLE ASSETS

June 30, 2019 December 31, 2018
€ in millions Acquisition
cost
Accumulated
amortization
Carrying
amount
Acquisition
cost
Accumulated
amortization
Carrying
amount
Goodwill 27,094 0 27,094 25,713 0 25,713
Tradenames 235 0 235 199 0 199
Management contracts 3 0 3 3 0 3
Total 27,332 0 27,332 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 1,212 0 59 4 0 1,275
Reclassifi cations 4 0 0 0 0 4
Foreign currency translation 72 30 0 0 0 102
Carrying amount as of June 30, 2019 13,498 5,385 7,916 289 6 27,094

The increase of goodwill mainly relates to the acquisition of NxStage.

As of June 30, 2019 and December 31, 2018, the carrying amounts of the other non-amortizable intangible assets were € 221 million and € 186 million, for Fresenius Medical Care as well as € 17 million and € 16 million for Fresenius Kabi.

13. DEBT

SHORT-TERM DEBT

As of June 30, 2019 and December 31, 2018, short-term debt consisted of the following:

Book value
€ in millions June 30, 2019 December 31, 2018
Fresenius SE & Co. KGaA Commercial Paper 1,000 973
Fresenius Medical Care AG & Co. KGaA Commercial Paper 990 1,000
Other short-term debt 699 381
Short-term debt 2,689 2,354

LONG-TERM DEBT

As of June 30, 2019 and December 31, 2018, long-term debt net of debt issuance costs consisted of the following:

Book value
€ in millions June 30, 2019 December 31, 2018
Fresenius Medical Care Credit Agreement 2,429 1,887
Fresenius Credit Agreement 2,294 2,116
Schuldschein Loans 1,476 1,629
Accounts Receivable Facility of Fresenius Medical Care 263 0
Capital lease obligations 1 0 219
Other 548 446
Subtotal 7,010 6,297
less current portion 344 353
Long-term debt, less current portion 2 6,666 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 June 30, 2019 and at December 31, 2018:

June 30, 2019
Maximum amount available Balance outstanding
€ in millions € in millions
Revolving Credit Facility (in US\$) 2017 / 2022 US\$ 900 million 791 US\$0 million 0
Revolving Credit Facility (in €) 2017 / 2022 € 600 million 600 € 600 million 600
Term Loan (in US\$) 2017 / 2022 US\$ 1,290 million 1,133 US\$1,290 million 1,133
Term Loan (in €) 2017 / 2020 € 400 million 400 € 400 million 400
Term Loan (in €) 2017 / 2022 € 301 million 301 € 301 million 301
Total 3,225 2,434
less fi nancing cost 5
Total 2,429
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

As of June 30, 2019, FMC-AG & Co. KGaA and its subsidiaries were in compliance with all covenants under the Fresenius Medical Care Credit Agreement.

Fresenius 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.

The following tables show the available and outstanding amounts under the Fresenius Credit Agreement at June 30, 2019 and at December 31, 2018:

June 30, 2019
Maximum amount available Balance outstanding
€ in millions € in millions
Revolving Credit Facility (in €) 2017 / 2022 € 1,000 million 1,000 € 250 million 250
Revolving Credit Facility (in US\$) 2017 / 2022 US\$ 500 million 439 US\$ 0 million 0
Term Loan (in €) 2017 / 2021 € 750 million 750 € 750 million 750
Term Loan (in €) 2017 / 2022 € 825 million 825 € 825 million 825
Term Loan (in US\$) 2017 / 2022 US\$ 545 million 479 US\$ 545 million 479
Total 3,493 2,304
less fi nancing cost 10
Total 2,294
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 June 30, 2019, the Fresenius Group was in compliance with all covenants under the Fresenius Credit Agreement.

Schuldschein Loans

As of June 30, 2019 and December 31, 2018, Schuld schein 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
June 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 2017 / 2024 € 421 million Jan. 31, 2024 1.40% / variable 420 420
Fresenius SE & Co. KGaA 2017 / 2027 € 207 million Jan. 29, 2027 1.96% / variable 207 207
Fresenius US Finance II, Inc. 2016 / 2021 US\$ 342 million March 10, 2021 2.66% / variable 299 297
Fresenius US Finance II, Inc. 2016 / 2023 US\$ 58 million March 10, 2023 3.12% / variable 52 51
Schuldschein Loans 1,476 1,629

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 June 30, 2019, the Fresenius Group was in compliance with all of its covenants under the Schuldschein Loans.

CREDIT LINES

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 June 30, 2019, the additional fi nancial cushion resulting from unutilized credit facilities was approximately € 2.7 billion. Thereof approximately € 1.9 billion accounted for syndicated credit facilities.

14. BONDS

As of June 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 June 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% 449 450
Fresenius SE & Co. KGaA 2019 / 2025 € 500 million Feb. 15, 2025 1.875% 494 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% 263 261
Fresenius US Finance II, Inc. 2015 / 2023 US\$ 300 million Jan. 15, 2023 4.50% 262 260
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% 246 246
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% 569 565
Fresenius Medical Care US Finance II, Inc. 2012 / 2019 US\$ 800 million July 31, 2019 5.625% 703 698
Fresenius Medical Care US Finance II, Inc. 2014 / 2020 US\$ 500 million Oct. 15, 2020 4.125% 438 435
Fresenius Medical Care US Finance II, Inc. 2012 / 2022 US\$ 700 million Jan. 31, 2022 5.875% 613 610
Fresenius Medical Care US Finance II, Inc. 2014 / 2024 US\$ 400 million Oct. 15, 2024 4.75% 349 347
Fresenius Medical Care US Finance III, Inc. 2019 / 2029 US\$ 500 million June 15, 2029 3.75% 431 0
Bonds 9,635 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.

As of June 30, 2019, 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, due on July 31, 2019, are shown as current portion of bonds in the consolidated statement of fi nancial position.

As of June 30, 2019, the Fresenius Group was in compliance with all of its covenants under the bonds.

15. CONVERTIBLE BONDS

As of June 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
June 30, 2019 Dec. 31, 2018
Fresenius SE & Co. KGaA 2014 / 2019 € 500 million Sept. 24, 2019 0.000% € 48.6457 498 493
Fresenius SE & Co. KGaA 2017 / 2024 € 500 million Jan. 31, 2024 0.000% € 106.4928 461 457
Fresenius Medical Care AG & Co. KGaA 2014 / 2020 € 400 million Jan. 31, 2020 1.125% € 72.7803 396 393
Convertible bonds 1,355 1,343

The fair value of the derivatives embedded in the convertible bonds of Fresenius SE & Co. KGaA was € 21 million at June 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 € 16 million at June 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 June 30, 2019, the call options had a corresponding aggregate fair value of € 21 million and € 16 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 due on September 24, 2019 as well as 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.

16. PENSIONS AND SIMILAR OBLIGATIONS

DEFINED BENEFIT PENSION PLANS

At June 30, 2019, the pension liability of the Fresenius Group was € 1,293 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 € 1,271 million is recorded as pension liability.

Contributions to Fresenius Group's pension fund were € 8 million in the fi rst half 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 € 46 million (H1 / 2018: € 43 million) were comprised of the following components:

€ in millions H1 / 2019 H1 / 2018
Service cost 32 30
Net interest cost 14 13
Net periodic benefi t cost 46 43

17. NONCONTROLLING INTEREST

As of June 30, 2019 and December 31, 2018, noncon trolling interest in the Fresenius Group was as follows:

€ in millions June 30, 2019 Dec. 31, 2018
Noncontrolling interest in
Fresenius Medical Care AG & Co. KGaA
7,990 8,143
Noncontrolling interest
in VAMED AG
81 83
Noncontrolling interest
in the business segments
Fresenius Medical Care 1,192 1,144
Fresenius Kabi 101 102
Fresenius Helios 125 113
Fresenius Vamed 13 12
Total noncontrolling interest 9,502 9,597

Noncontrolling interest changed as follows:

€ in millions H1 / 2019
Noncontrolling interest as of December 31, 2018 9,597
Adjustment due to the initial application of IFRS 16 - 99
As of January 1, 2019, adjusted 9,498
Noncontrolling interest in profi t 516
Purchase of noncontrolling interest 11
Stock options 9
Share buy-back program of
Fresenius Medical Care AG & Co. KGaA - 206
Dividend payments - 364
Currency effects and other changes 38
Noncontrolling interest as of June 30, 2019 9,502
  1. FRESENIUS SE & CO. KGAA SHAREHOLDERS' EQUITY

SUBSCRIBED CAPITAL

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 half of 2019, 616,864 stock options were exercised. Consequently, as of June 30, 2019, the subscribed capital of Fresenius SE & Co. KGaA consisted of 556,842,018 bearer ordinary shares. The shares are issued as non-par

value shares. The proportionate amount of the subscribed capital is € 1.00 per share.

CONDITIONAL CAPITAL

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:

×
$\sim$
-------------
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 - 552,450
Fresenius SE & Co. KGaA Stock Option Plan 2013 – options exercised - 64,414
Total Conditional Capital as of June 30, 2019 81,644,204

As of June 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 3,744,364
Conditional Capital III option bearer bonds and / or convertible bonds 48,971,202
Conditional Capital IV Fresenius SE & Co. KGaA Stock Option Plan 2013 24,193,555
Total Conditional Capital as of June 30, 2019 81,644,204

DIVIDENDS

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.

TREASURY STOCK OF FRESENIUS MEDICAL CARE

During the fi rst half of 2019, Fresenius Medical Care repurchased 4,275,444 ordinary shares for an amount of € 304 million.

OTHER NOTES

19. LEGAL AND REGULATORY MATTERS

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 half ended June 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.

TERMINATION OF THE MERGER AGREEMENT WITH AKORN, INC.

Fresenius has sued Akorn for damages suffered as a result of lost acquisition expenses.

FRESENIUS MEDICAL CARE HOLDINGS – QUI TAM COMPLAINT (MASSACHUSETTS)

On June 14, 2019, the United States and Fresenius Medical Care Holdings, Inc. (FMCH) reached agreement in principle on the fi nancial term of a settlement that would result in dismissal with prejudice of all claims in the case, including the relator's complaint. FMCH also joined the United States in requesting a stay of litigation activity while they discuss other unresolved but necessary terms. There is no assurance that any fi nal agreement will be reached with the United States and continued litigation remains a possibility. The settlement under discussion with the United States would leave unresolved a claim for attorney's fees by the relator Drennen. FMCH believes that, if settlement can be reached with the United States that is predicated on the tentatively agreed fi nancial term, the entire matter will be resolved within the amount previously reserved by FMCH.

INTERNAL REVIEW

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 agreed to pay 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 further agreed to retain an independent compliance monitor for a period of two years and to an additional year of self-reporting. FMC-AG & Co. KGaA continues to cooperate with government authorities in Germany in their review of the issues resolved in the U.S. settlement.

PRODUCT LIABILITY LITIGATION

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, 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.

SUBPOENA "MARYLAND"

FMCH has cooperated in the investigation.

CIVIL COMPLAINT "HAWAII"

Trial in the civil litigation is scheduled for April 2020.

SUBPOENA "FRESENIUS VASCULAR CARE"

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. Allegations against AAC arising in districts in Connecticut, Florida and Rhode Island relating to utilization and invoicing were settled in 2015.

SUBPOENA "TEXAS (DALLAS)"

FMCH has cooperated in the investigation.

SUBPOENA "NEW YORK"

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.

SUBPOENA "AMERICAN KIDNEY FUND" / CMS LITIGATION

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.

LITIGATION TRICARE PROGRAM

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 August 27, 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.

SUBPOENA "NEVADA"

The Tolling Agreement, whereby Fresenius Kabi is waiving its statutory defense rights, was further extended by mutual agreement until December 2019.

20. LEASES

Upon the initial application of IFRS 16 as of January 1, 2019, the Fresenius Group recognized right-of-use assets of € 5,698 million and lease liabilities of € 5,987 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 (- € 99 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 35
less leases of low-value assets 54
less other 1
Lease liabilities as of January 1, 2019, gross 7,299
Discounting 1,312
Lease liabilities as a result of the initial
application of IFRS 16 as of January 1, 2019 1 5,987
Capital lease obligations as of December 31, 2018 (IAS 17) 219
Lease liabilities as of January 1, 2019 6,206

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 3.33%.

LEASES IN THE CONSOLIDATED STATEMENT OF INCOME

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 half of 2019:

€ in millions H1 / 2019
Depreciation on right-of-use assets 415
Expenses relating to short-term leases 35
Expenses relating to leases of low-value assets 18
Expenses relating to variable lease payments 14
Other expenses from lease agreements 10
Interest expenses from lease liabilities 107

LEASES IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At June 30, 2019, the carrying amounts of right-of-use assets consisted of the following:

€ in millions June 30, 2019
Right-of-use assets: Land 83
Right-of-use assets: Buildings and improvements 5,234
Right-of-use assets: Machinery and equipment 458
Right-of-use assets: Advanced Payments 2
Right-of-use assets 5,777

In the fi rst half of 2019, additions to right-of-use assets were € 335 million.

21. FINANCIAL INSTRUMENTS

MEASUREMENT OF FINANCIAL INSTRUMENTS

Carrying amounts of fi nancial instruments

As of June 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:

June 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 1,463 1,241 222
Trade accounts and other receivables,
less allowance for doubtful accounts
7,190 7,076 1 43 70
Accounts receivable from and loans
to related parties
37 37
Other fi nancial assets 3 1,503 729 268 388 11 107
Financial assets 10,193 9,083 491 431 11 0 177
Financial liabilities
Trade accounts payable 1,719 1,719
Short-term accounts payable to
related parties
92 92
Short-term debt 2,689 2,689
Short-term debt from related parties 3 3
Long-term debt 7,010 7,010
Long-term lease liabilities 6,187 6,187
Bonds 9,635 9,635
Convertible bonds 1,355 1,355
Other fi nancial liabilities 4 4,675 3,114 686 14 861
Financial liabilities 33,365 25,617 686 0 14 861 6,187

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 € 121 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.

December 31, 2018
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

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 € 124 million (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.

Fair value of fi nancial instruments

The following table shows the carrying amounts and the fair value hierarchy levels as of June 30, 2019 and December 31, 2018:

June 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 1 222 222 1,418 1,418
Trade accounts and other receivables,
less allowance for doubtful accounts 1
44 44 45 45
Other fi nancial assets 1
Debt instruments 364 360 4 334 330 4
Equity investments 251 12 239 245 14 231
Derivatives designated as cash flow
hedging instruments
11 11 19 19
Derivatives not designated as
hedging instruments
41 41 58 58
Financial liabilities
Long-term debt 7,010 7,070 6,297 6,294
Bonds 9,635 10,285 8,990 9,245
Convertible bonds 1,355 1,431 1,343 1,416
Other fi nancial liabilities 1
Noncontrolling interest subject
to put provisions
861 861 839 839
Accrued contingent payments
outstanding for acquisitions
640 640 731 731
Derivatives designated as cash flow
hedging instruments
14 14 12 12
Derivatives not designated as
hedging instruments
46 46 62 62

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.

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 half of 2019:

€ in millions Accrued contingent
payments outstand
ing for acquisitions
Noncontrolling
interest subject to
put provisions
As of January 1, 2019 731 839
Additions 5 37
Disposals - 60 - 10
Gain / loss recognized in profi t or loss - 37 72
Gain / loss recognized in equity 0 - 24
Dividend payments 0 - 63
Currency effects and other changes 1 10
As of June 30, 2019 640 861

22. SUPPLEMENTARY INFORMATION ON CAPITAL MANAGEMENT

The Fresenius Group has a solid fi nancial profi le. As of June 30, 2019, the equity ratio was 39.1% and the debt ratio (debt / total assets) was 41.4%. As of June 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:

June 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.

23. SUPPLEMENTARY INFORMATION ON THE CONSOLIDATED STATEMENT OF CASH FLOWS

Cash paid for acquisitions (without investments in licenses) consisted of the following:

€ in millions H1 / 2019 H1 / 2018
Assets acquired 2,502 153
Liabilities assumed - 281 - 7
Noncontrolling interest - 49 - 44
Notes assumed in connection
with acquisitions
- 71 - 13
Cash paid 2,101 89
Cash acquired - 79 - 3
Cash paid for acquisitions, net 2,022 86
Cash paid for investments,
net of cash acquired
15 245
Cash paid for intangible assets, net 24 41
Total cash paid for acquisitions and
investments, net of cash acquired,
and net purchases of intangible assets 2,061 372

24. NOTES ON THE CONSOLIDATED SEGMENT REPORTING

GENERAL

The consolidated segment reporting shown on pages 33 to 36 of this interim report is an integral part of the notes. For the fi rst half and the second 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 June 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.

NOTES ON THE BUSINESS SEGMENTS

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.

RECONCILIATION OF KEY FIGURES TO CONSOLIDATED EARNINGS

Income before income taxes 1,870 2,675
Net interest - 363 - 304
Group EBIT 2,233 2,979
General corporate expenses
Corporate / Other (EBIT)
- 17 - 25
Special items - 15 780
Total EBIT of reporting segments 2,265 2,224
€ in millions H1 / 2019 H1 / 2018

RECONCILIATION OF NET DEBT WITH THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

€ in millions June 30, 2019 Dec. 31, 2018
Short-term debt 2,689 2,354
Short-term debt from related parties 3
Current portion of long-term debt 344 353
Current portion of long-term lease
liabilities
748 0
Current portion of Bonds 949 1,744
Current portion of convertible bonds 894 493
Long-term debt, less current portion 6,666 5,944
Long-term lease liabilities, less
current portion
5,439 0
Bonds, less current portion 8,686 7,246
Convertible bonds, less current portion 461 850
Debt 26,879 18,984
less cash and cash equivalents 1,463 2,709
Net debt 25,416 16,275
Net debt excluding lease liabilities 19,229 16,275

25. SHARE-BASED COMPENSATION PLANS

SHARE-BASED COMPENSATION PLANS OF FRESENIUS SE & CO. KGAA

As of June 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 half of 2019

During the fi rst half of 2019, Fresenius SE & Co. KGaA received cash of € 17 million from the exercise of 616,864 stock options.

At June 30, 2019, out of 296,677 outstanding and exercisable stock options issued under the 2008 Plan, 85,140 were held by the members of the Fresenius Management SE Management Board. Out of 8,867,589 outstanding stock options issued under the 2013 LTIP 2,621,440 were exercisable at June 30, 2019. The members of the Fresenius Management SE Management Board held 1,434,375 stock options. 649,769 phantom stocks issued under the 2013 LTIP were outstanding at June 30, 2019. The members of the Fresenius Management SE Management Board held 114,762 phantom stocks. At June 30, 2019, the Management Board members of Fresenius Management SE held 133,434 performance shares and employees of Fresenius SE & Co. KGaA held 414,421 performance shares under the LTIP 2018. As of June 30, 2019, 2,918,117 options for ordinary shares were outstanding and exercisable.

On June 30, 2019, total unrecognized compensation cost related to non-vested options granted under the 2013 LTIP was € 23 million. This cost is expected to be recognized over a weighted-average period of 1.7 years.

SHARE-BASED COMPENSATION PLANS OF FRESENIUS MEDICAL CARE AG & CO. KGAA

During the fi rst half of 2019, 228,418 stock options were exercised. Fresenius Medical Care AG & Co. KGaA received cash of € 11.8 million upon exercise of these stock options.

26. SUBSEQUENT EVENTS

There have been no signifi cant changes in the Fresenius Group's operating environment following the end of the fi rst half 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 half of 2019.

27. CORPORATE GOVERNANCE

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).

27. RESPONSIBILITY STATEMENT

"To the best of our knowledge, and in accordance with the applicable reporting principles for interim fi nancial reporting, the interim consolidated fi nancial statements give a true and fair view of the assets, liabilities, fi nancial position and

profi t or loss of the Group, and the interim Group management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group for the remaining months of the fi nancial year."

Bad Homburg v. d. H., July 31, 2019

Fresenius SE & Co. KGaA, represented by: Fresenius Management SE, its General Partner

The Management Board

S. Sturm Dr. F. De Meo R. Empey Dr. J. Götz

M. Henriksson R. Powell Dr. E. Wastler

FINANCIAL CALENDAR

Report on 1st – 3rd quarter 2019
Conference call, Live webcast October 29, 2019
Annual General Meeting, Frankfurt am Main
Live webcast of the speech of the Chairman of the Management Board May 20, 2020

Subject to change

FRESENIUS SHARE / ADR

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
Ordinary share ADR

Corporate Headquarters

Else-Kröner-Straße 1 Bad Homburg v. d. H. Germany

Postal address Fresenius SE & Co. KGaA 61346 Bad Homburg v. d. H.

Germany

Contact for shareholders

Investor Relations Telephone: + 49 61 72 6 08- 24 85 Telefax: + 49 61 72 6 08- 24 88 E-mail: [email protected]

Contact for journalists

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 Half-Year 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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