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Fresenius SE & Co. KGaA

Quarterly Report Nov 1, 2016

166_10-q_2016-11-01_9e6f8925-7fb0-478a-88d3-2d0401223a7e.pdf

Quarterly Report

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Quarterly Financial Report of Fresenius Group

applying United States Generally Accepted Accounting Principles (U.S. GAAP)

1st – 3rd Quarter and 3rd Quarter 2016

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 Investments
  • 9 Cash fl ow
  • 9 Asset and liability structure
  • 10 Third quarter of 2016
  • 11 Business segments
  • 11 Fresenius Medical Care
  • 13 Fresenius Kabi
  • 15 Fresenius Helios
  • 16 Fresenius Vamed
  • 17 Employees
  • 17 Research and development
  • 17 Opportunities and risk report
  • 18 Rating
  • 18 Announced Acquisitions
  • 18 Subsequent events
  • 18 Outlook 2016

20 Consolidated fi nancial statements

  • 20 Consolidated statement of income
  • 20 Consolidated statement of comprehensive income
  • 21 Consolidated statement of fi nancial position
  • 22 Consolidated statement of cash fl ows
  • 23 Consolidated statement of changes in equity
  • 25 Consolidated segment reporting fi rst three quarters of 2016
  • 26 Consolidated segment reporting third quarter of 2016

27 Notes

50 Financial Calendar

This Quarterly Financial Report was published on November 1, 2016.

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 2015, Group sales were € 27.6 billion. As of September 30, 2016, more than 230,000 employees have dedicated themselves to the service of health in about 100 countries worldwide.

SALES, EARNINGS, AND CASH FLOW

€ in millions Q3 / 2016 Q3 / 2015 Change Q1 – 3 / 2016 Q1 – 3 / 2015 Change
Sales 7,339 6,940 6% 21,345 20,369 5%
EBIT 1 1,082 1,027 5% 3,092 2,849 9%
Net income 2 399 367 9% 1,154 1,009 14%
Earnings per share in € 2 0.73 0.68 7% 2.11 1.86 13%
Operating cash fl ow 929 900 3% 2,259 2,151 5%

BALANCE SHEET AND INVESTMENTS

€ in millions Sept. 30, 2016 Dec. 31, 2015 Change
Total assets 44,075 42,959 3%
Non-current assets 32,940 32,480 1%
Equity 3 19,086 18,003 6%
Net debt 13,345 13,725 - 3%
Investments 4 1,636 1,222 34%

RATIOS

€ in millions Q3/ 2016 Q3 / 2015 Q1 – 3 / 2016 Q1 – 3 / 2015
EBITDA margin 1 18.7% 18.9% 18.5% 18.0%
EBIT margin 1 14.7% 14.8% 14.5% 14.0%
Depreciation and amortization in % of sales 4.0% 4.1% 4.0% 4.1%
Operating cash fl ow in % of sales 12.7% 13.0% 10.6% 10.6%
Equity ratio
(September 30 / December 31)
43.3% 41.9%
Net debt / EBITDA
(September 30 / December 31) 5
2.50 2.68

2015 before special items

Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2015 before special items

Equity including noncontrolling interest Investments in property, plant and equipment, and intangible assets, acquisitions (nine months)

2015 before special items, at LTM average exchange rates for both net debt and EBITDA, 2016 pro forma acquisitions.

For a detailed overview of special items please see the reconciliation table on page 8.

INFORMATION BY BUSINESS SEGMENT

FRESENIUS MEDICAL CARE – Dialysis products, Dialysis services

US\$ in millions Q3 /2016 Q3 /2015 Change Q1 – 3 / 2016 Q1 – 3 / 2015 Change
Sales 4,598 4,231 9% 13,224 12,390 7%
EBIT 670 614 9% 1,851 1,665 11%
Net income 1 333 262 27% 855 713 20%
Operating cash fl ow 439 579 - 24% 1,296 1,412 - 8%
Investments / Acquisitions 332 311 7% 1,245 881 41%
R & D expenses 44 35 26% 120 100 20%
Employees, per capita on balance sheet date
(September 30 / December 31)
115,774 110,242 5%

FRESENIUS KABI – IV drugs, Clinical nutrition, Infusion therapy,

Medical devices / Transfusion technology

€ in millions Q3 /2016 Q3 /2015 Change Q1 – 3 / 2016 Q1 – 3 / 2015 Change
Sales 1,511 1,499 1% 4,457 4,431 1%
EBIT 2 300 301 0% 916 872 5%
Net income 3 173 170 2% 532 479 11%
Operating cash fl ow 311 235 32% 646 589 10%
Investments / Acquisitions 83 72 15% 299 249 20%
R & D expenses 2 88 82 7% 249 243 2%
Employees, per capita on balance sheet date
(September 30 / December 31)
34,394 33,195 4%

FRESENIUS HELIOS – Hospital operations

€ in millions Q3 /2016 Q3 /2015 Change Q1 – 3 / 2016 Q1 – 3 / 2015 Change
Sales 1,470 1,393 6% 4,382 4,167 5%
EBIT 2 175 165 6% 507 472 7%
Net income 4 140 126 11% 402 352 14%
Operating cash fl ow 207 155 34% 437 386 13%
Investments / Acquisitions 79 59 34% 212 171 24%
Employees, per capita on balance sheet date
(September 30 / December 31)
72,246 69,728 4%

FRESENIUS VAMED – Projects and services for hospitals and other health care facilities

€ in millions Q3 /2016 Q3 /2015 Change Q1 – 3 / 2016 Q1 – 3 / 2015 Change
Sales 268 268 0% 740 731 1%
EBIT 15 14 7% 31 30 3%
Net income 5 10 10 0% 21 20 5%
Operating cash fl ow 21 0 -- 22 - 44 150%
Investments / Acquisitions 2 6 - 67% 6 13 - 54%
Order intake 209 192 9% 674 476 42%
Employees, per capita on balance sheet date
(September 30 / December 31)
8,076 8,262 - 2%

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

2015 before special items

Net income attributable to shareholders of Fresenius Kabi AG; 2015 before special items

Net income attributable to shareholders of HELIOS Kliniken GmbH; 2015 before special items

Net income attributable to shareholders of VAMED AG

For a detailed overview of special items please see the reconciliation table on page 8.

FRESENIUS SHARE

The Fresenius share reached a new record high of € 72.87 in September. With an increase of 8% since the start of the year, the Fresenius share has outperformed the DAX index, which decreased 2% in the same period.

FIRST TO THIRD QUARTER 2016

Following the year's volatile start and the surprising result of the Brexit referendum, fi nancial markets recovered at the start of the third quarter. The slight recovery of the global economy had a calming effect on the markets. Germany's benchmark index has moved laterally since the beginning of August.

The ECB left its policies unchanged during its September meeting. Its counterpart in the U.S., the Federal Reserve, left rates unchanged in a corridor between 0.25% and 0.5% for the sixth time in a row at its September meeting.

The economic growth of the euro zone continues. The economy in the euro zone should grow 1.6% this year, according to the latest ECB forecast. The Federal Reserve's latest forecast calls for 2% growth in the U.S.

Against this economic backdrop, the DAX fell 2% in the fi rst nine months of 2016 to 10,511 points. The Fresenius share closed at € 71.01 on September 30, 2016, 8% higher than its fi nal closing price in 2015.

KEY DATA OF THE FRESENIUS SHARE

Q1 – 3 / 2016 2015 Change
Number of shares (September 30 / December 31) 546,932,731 545,727,950
Quarter-end quotation in € 71.01 65.97 8%
High in € 72.87 69.75 4%
Low in € 53.05 42.41 25%
Ø Trading volume (number of shares per trading day) 1,182,791 1,390,878 - 15%
Market capitalization, € in millions (September 30 / December 31) 38,838 36,002 8%

MANAGEMENT REPORT

Fresenius achieved substantial earnings growth in the third quarter, following our very strong development in the first half. Each business segment continued to grow organically in every region. That makes us even more confident for the full year 2016. We raise the lower end of our Group earnings guidance.

CONTINUED STRONG SALES AND EARNINGS GROWTH; LOWER END OF GROUP EARNINGS GUIDANCE RAISED

Q 3 / 2016 at actual
rates
in constant
currency
Q1 – 3 / 2016 at actual
rates
in constant
currency
Sales € 7.3 bn + 6% + 7% € 21.3 bn + 5% + 6%
EBIT 1 € 1,082 m + 5% + 6% € 3,092 m + 9% + 9%
Net income 2 € 399 m + 9% + 10% € 1,154 m + 14% + 15%

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 increased by 5% (6% in constant currency) to € 21,345 million (Q1 – 3 / 2015: € 20,369 million). Organic sales growth was 6%. The minor negative currency translation effects (- 1%) were mainly related to the devaluation of Latin American currencies against the Euro. Acquisitions contributed 1% and divestitures reduced sales by 1%.

2015 before special items Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2015 before special items

For a detailed overview of special items please see the reconciliation table on page 8.

EARNINGS

€ in millions Q3 / 2016 Q3 / 2015 Q1 – 3 / 2016 Q1 – 3 / 2015
EBIT 1 1,082 1,027 3,092 2,849
Net income 2 399 367 1,154 1,009
Net income 3 399 357 1,154 999
Earnings per share in € 2 0.73 0.68 2.11 1.86
Earnings per share in € 3 0.73 0.66 2.11 1.84

EARNINGS

Group EBITDA1 increased by 7% (8% in constant currency) to € 3,949 million (Q1 – 3 / 2015: € 3,674 million). Group EBIT 1 increased by 9% (9% in constant currency) to € 3,092 million (Q1 – 3 / 2015: € 2,849 million). The EBIT margin 1 increased to 14.5% (Q1 – 3 / 2015: 14.0%).

Group net interest decreased to -€ 433 million (Q1 – 3 / 2015: -€ 476 million), mainly due to more favorable fi nancing terms and lower net debt.

With 28.1%, the Group tax rate 1 was below the previous year (Q1 – 3 / 2015: 29.6%). The decrease is mainly due to released tax accruals at Fresenius Medical Care in Q3 / 2016.

Noncontrolling interest increased to € 759 million (Q1 – 3 / 2015: € 661 million), of which 96% was attributable to the noncontrolling interest in Fresenius Medical Care.

Group net income2 increased by 14% (15% in constant currency) to € 1,154 million (Q1 – 3 / 2015: € 1,009 million). Earnings per share 2 increased by 13% (15% in constant currency) to € 2.11 (Q1 – 3 / 2015: € 1.86).

SALES BY REGION

€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015 Change at
actual rates
Currency
trans lations
effects
Change
at constant
rates
Organic
growth
Acquisitions /
divestitures
% of
total sales 4
North America 10,092 9,294 9% 0% 9% 7% 2% 47%
Europe 8,026 7,807 3% - 1% 4% 3% 1% 38%
Asia-Pacifi c 2,106 2,032 4% - 2% 6% 8% - 2% 10%
Latin America 882 980 - 10% - 19% 9% 12% - 3% 4%
Africa 239 256 - 7% - 9% 2% 2% 0% 1%
Total 21,345 20,369 5% - 1% 6% 6% 0% 100%

SALES BY BUSINESS SEGMENT

€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015 Change at
actual rates
Currency
trans lations
effects
Change
at constant
rates
Organic
growth
Acquisitions /
divestitures
% of
total sales 4
Fresenius Medical Care 11,847 11,118 7% - 1% 8% 7% 1% 55%
Fresenius Kabi 4,457 4,431 1% - 3% 4% 6% - 2% 21%
Fresenius Helios 4,382 4,167 5% 0% 5% 4% 1% 21%
Fresenius Vamed 740 731 1% 0% 1% 2% - 1% 3%

2015 before special items

Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2015 before special items

Net income attributable to shareholders of Fresenius SE & Co. KGaA Calculated on the basis of contribution to consolidated sales

For a detailed overview of special items please see the reconciliation table on page 8.

RECONCILIATION

The Group's U.S. GAAP fi nancial results as of September 30, 2016 do not include special items, whereas the U.S. GAAP fi nancial results as of September 30, 2015 include special items. Net income attributable to shareholders of Fresenius SE & Co. KGaA was adjusted for these special items. The table below shows the special items and the reconciliation from net income (before special items) to earnings according to U.S. GAAP.

INVESTMENTS

Spending on property, plant and equipment was € 1,044 million (Q1 – 3 / 2015: € 950 million), primarily for the modernization and expansion of dialysis clinics, production facilities and hospitals.

Total acquisition spending was € 592 million (Q1 – 3 / 2015: € 272 million), including the acquisition of dialysis clinics and further expansion in the fi eld of care coordination at Fresenius Medical Care, the acquisition of a U.S. pharmaceutical plant for ready-to-administer prefi lled syringes at Fresenius Kabi and the acquisition of the municipal hospital Niederberg at Fresenius Helios.

€ in millions Q1 – 3 /
2016
(before
special
items)
Kabi
effi ciency
program
integration
costs for
acquired
Rhön
hospitals
disposal
gains from
two
HELIOS
hospitals
Q1 – 3 /
2016
according
to
U.S. GAAP
(incl. spe
cial items)
Q1 – 3 /
2015
(before
special
items)
Kabi
effi ciency
program
integration
costs for
acquired
Rhön
hospitals
disposal
gains from
two
HELIOS
hospitals
Q1 – 3 /
2015
according
to
U.S. GAAP
(incl. spe
cial items)
Sales 21,345 21,345 20,369 20,369
EBIT 3,092 3,092 2,849 - 50 - 12 34 2,821
Interest result - 433 - 433 - 476 - 476
Net income before taxes 2,659 0 0 0 2,659 2,373 - 50 - 12 34 2,345
Income taxes - 746 - 746 - 703 16 2 0 - 685
Net income 1,913 0 0 0 1,913 1,670 - 34 - 10 34 1,660
Less noncontrolling interest - 759 - 759 - 661 - 661
Net income attributable
to shareholders
of Fresenius SE & Co. KGaA
1,154 0 0 0 1,154 1,009 - 34 - 10 34 999

RECONCILIATION

€ in millions Q3 / 2016
(before
special
items)
Kabi
effi ciency
program
integration
costs for
acquired
Rhön
hospitals
disposal
gains from
two
HELIOS
hospitals
Q3 / 2016
according
to
U.S. GAAP
(incl. spe
cial items)
Q3 / 2015
(before
special
items)
Kabi
effi ciency
program
integration
costs for
acquired
Rhön
hospitals
disposal
gains from
two
HELIOS
hospitals
Q3 / 2015
according
to
U.S. GAAP
(incl. spe
cial items)
Sales 7,339 7,339 6,940 6,940
EBIT 1,082 1,082 1,027 - 10 - 4 0 1,013
Interest result - 142 - 142 - 146 - 146
Net income before taxes 940 0 0 0 940 881 - 10 - 4 0 867
Income taxes - 255 - 255 - 262 4 0 0 - 258
Net income 685 0 0 0 685 619 - 6 - 4 0 609
Less noncontrolling interest - 286 - 286 - 252 - 252
Net income attributable
to shareholders
of Fresenius SE & Co. KGaA
399 0 0 0 399 367 - 6 - 4 0 357

The special items are reported in the Group / Other segment.

INVESTMENTS BY BUSINESS SEGMENT

€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015 thereof property,
plant and
equipment
thereof
acquisitions
Change % of total
Fresenius Medical Care 1,115 791 670 445 41% 68%
Fresenius Kabi 299 249 185 114 20% 18%
Fresenius Helios 212 171 179 33 24% 13%
Fresenius Vamed 6 13 6 0 - 54% 1%
Corporate / Other 4 - 2 4 0 -- 0%
Total 1,636 1,222 1,044 592 34% 100%

CASH FLOW

Operating cash fl ow increased by 5% to € 2,259 million (Q1 – 3 / 2015: € 2,151 million) with a margin of 10.6% (Q1 – 3 / 2015: 10.6%).

Free cash fl ow before acquisitions and dividends decreased slightly to € 1,207 million (Q1 – 3 / 2015: € 1,219 million). Free cash fl ow after acquisitions and dividends was € 253 million (Q1 – 3 / 2015: € 574 million).

ASSET AND LIABILITY STRUCTURE

The Group's total assets increased by 3% (4% in constant currency) to € 44,075 million (Dec. 31, 2015: € 42,959 million), driven by its growing scale of operations. Current assets

grew by 6% (7% in constant currency) to € 11,135 million (Dec. 31, 2015: € 10,479 million). Non-current assets increased by 1% (3% in constant currency) to € 32,940 million (Dec. 31, 2015: € 32,480 million).

Total shareholders' equity grew by 6% (7% in constant currency) to € 19,086 million (Dec. 31, 2015: € 18,003 million). The equity ratio increased to 43.3% (Dec. 31, 2015: 41.9%).

Group debt decreased by 2% (1% in constant currency) to € 14,530 million (Dec. 31, 2015: € 14,769 million). As of September 30, 2016, the net debt / EBITDA ratio was 2.50 1,2 (Dec. 31, 2015: 2.68 1 ).

CASH FLOW STATEMENT (SUMMARY)

€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015 Change
Net income 1,913 1,660 15%
Depreciation and amortization 857 825 4%
Change in accruals for pensions - 34 46 - 174%
Cash fl ow 2,736 2,531 8%
Change in working capital - 477 - 380 - 26%
Operating cash fl ow 2,259 2,151 5%
Property, plant and equipment, investments net - 1,052 - 932 - 13%
Cash fl ow before acquisitions and dividends 1,207 1,219 - 1%
Cash used for acquisitions, net - 304 - 63 --
Dividends paid - 650 - 582 - 12%
Free cash fl ow paid after acquisitions and dividends 253 574 - 56%
Cash provided by / used for fi nancing activities - 118 - 791 85%
Effect of exchange rates on change in cash and cash equivalents 6 17 - 65%
Net change in cash and cash equivalents 141 - 200 171%

THIRD QUARTER OF 2016

In Q3 / 2016, Group sales increased by 6% (7% in constant currency) to € 7,339 million (Q3 / 2015: € 6,940 million). Organic sales growth was 6%. Acquisitions contributed 1%.

In Q3 / 2016, Group EBIT 1 increased by 5% (6% in constant currency) to € 1,082 million (Q3 / 2015: € 1,027 million), the EBIT margin 1 was 14.7% (Q3 / 2015: 14.8%).

In Q3 / 2016, the Group tax rate 1 was 27.1% (Q3 / 2015: 29.7%).

In Q3 / 2016, Group net income 1,2 increased by 9% (10% in constant currency) to € 399 million (Q3 / 2015: € 367 million). Earnings per share 1,2 increased by 7% (9% in constant currency) to € 0.73 (Q3 / 2015: € 0.68).

With € 929 million, operating cash fl ow in Q3 / 2016 was slightly above the level of the strong prior-year quarter (Q3 / 2015: € 900 million), despite of a US\$ 100 million discretionary cash contribution of Fresenius Medical Care to its pension plan assets in the United States. The cash fl ow margin was 12.7% (Q3 / 2015: 13.0%).

Investments in property, plant and equipment increased to € 374 million (Q3 / 2015: € 339 million). Acquisition spending was € 87 million (Q3 / 2015: € 78 million).

BUSINESS SEGMENTS

FRESENIUS MEDICAL CARE

Fresenius Medical Care is the world's largest provider of products and services for individuals with chronic kidney failure. As of September 30, 2016, Fresenius Medical Care was treating 306,366 patients in 3,579 dialysis clinics. Along with its core business, the company seeks to expand the range of medical services in the fi eld of care coordination.

US\$ in millions Q3 / 2016 Q3 / 2015 Change Q1 – 3 / 2016 Q1 – 3 / 2015 Change
Sales 4,598 4,231 9% 13,224 12,390 7%
EBITDA 867 793 9% 2,424 2,202 10%
EBIT 670 614 9% 1,851 1,665 11%
Net income 1 333 262 27% 855 713 20%
Employees (Sept. 30 / December 31) 115,774 110,242 5%
  • ▶ 9% sales growth in constant currency in Q3
  • ▶ 27% net income growth in Q3 (17% before one-time items 2 )
  • ▶ 2016 outlook confirmed

FIRST THREE QUARTERS OF 2016

Sales increased by 7% (8% in constant currency) to US\$13,224 million (Q1 – 3 / 2015: US\$12,390 million). Organic sales growth was 7%. Acquisitions contributed 1%.

Health Care services sales (dialysis services and care coordination) increased by 8% (9% in constant currency) to US\$10,720 million (Q1 – 3 / 2015: US\$ 9,929 million). Dialysis product sales increased by 2% (4% in constant currency) to US\$ 2,504 million (Q1 – 3 / 2015: US\$ 2,461 million).

In North America, sales increased by 9% to US\$ 9,512 million (Q1 – 3 / 2015: US\$ 8,730 million). Health Care services sales grew by 9% to US\$ 8,838 million (Q1 – 3 / 2015: US\$ 8,087 million). Dialysis product sales increased by 5% to US\$ 674 million (Q1 – 3 / 2015: US\$ 642 million).

Sales outside North America increased by 2% (7% in constant currency) to US\$ 3,700 million (Q1 – 3 / 2015: US\$ 3,639 million). Health Care services sales increased by 2% (9% in constant currency) to US\$1,882 million (Q1 – 3 / 2015: US\$1,842 million). Dialysis product sales remained nearly unchanged at (increased by 5% in constant currency to) US\$1,819 million (Q1 – 3 / 2015: US\$1,797 million).

EBIT increased by 11% (12% in constant currency) to US\$1,851 million (Q1 – 3 / 2015: US\$1,665 million). The EBIT margin was 14.0% (Q1 – 3 / 2015: 13.4%). EBIT before onetime items 3 increased by 10%.

Net income 1 increased by 20% (20% in constant currency) to US\$ 8 55 million (Q1 – 3 / 2015: US\$ 7 13 million). Net income before one-time items 1,2 increased by 16%.

Operating cash fl ow decreased by 8% to US\$1,296 million (Q1 – 3 / 2015: US\$1,412 million). The cash fl ow margin was 9.8% (Q1 – 3 / 2015: 11.4%). The decrease is mainly attributable to a discretionary cash contribution of US\$ 100 million to Fresenius Medical Care's pension plan assets in the United States.

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

2015 before divestiture of dialysis business in Venezuela (- US\$ 27 million after tax) and European pharmaceutical business (US\$ 5 million after tax)

2015 before divestiture of dialysis business in Venezuela (- US\$ 26 million before tax) and European pharmaceutical business (US\$ 8 million before tax)

THIRD QUARTER OF 2016

In Q3 / 2016, sales increased by 9% (9% in constant currency) to US\$ 4,598 million (Q3 / 2015: US\$ 4,231 million). Organic sales growth was 7%.

In Q3 / 2016, EBIT increased by 9% (10% in constant currency) to US\$ 670 million (Q3 / 2015: US\$ 614 million). The EBIT margin was 14.6% (Q3 / 2015: 14.5%). EBIT before one-time items 1 increased by 6%.

In Q3 / 2016, net income 2 grew by 27% (28% in constant currency) to US\$ 333 million (Q3 / 2015: US\$ 262 million). Net income before one-time items 2,3 increased by 17%.

As a consequence, in Q3 / 2016, operating cash fl ow decreased to US\$ 439 million (Q3 / 2015: US\$ 579 million) with a cash fl ow margin of 9.5% (Q3 / 2015: 13.7%). The decrease is mainly attributable to a discretionary cash contribution of US\$ 100 million to Fresenius Medical Care's pension plan assets in the United States.

Please see page 18 of the Management Report for the 2016 outlook of Fresenius Medical Care.

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

2015 before divestiture of dialysis business in Venezuela (- US\$ 26 million before tax) and European pharmaceutical business (US\$ 8 million before tax)

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

2015 before divestiture of dialysis business in Venezuela (- US\$ 27 million after tax) and European pharmaceutical business (US\$ 5 million after tax)

FRESENIUS KABI

Fresenius Kabi offers infusion therapies, intravenously administered generic drugs and clinical nutrition 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 millions Q3 / 2016 Q3 / 2015 Change Q1 – 3 / 2016 Q1 – 3 / 2015 Change
Sales 1,511 1,499 1% 4,457 4,431 1%
EBITDA 1 361 369 - 2% 1,101 1,060 4%
EBIT 1 300 301 0% 916 872 5%
Net income 2 173 170 2% 532 479 11%
Employees (Sept. 30 / December 31) 34,394 33,195 4%
  • ▶ 5% organic sales growth in Q3
  • ▶ 1% constant currency EBIT 1 growth in Q3
  • ▶ 2016 outlook raised: both, organic sales growth and EBIT 1 growth in constant currency of 4% to 6% expected

FIRST THREE QUARTERS OF 2016

Sales increased by 4% in constant currency to € 4,457 million (Q1 – 3 / 2015: € 4,431 million). Organic sales growth was 6%. The divestment of the Australian and German oncology compounding business reduced sales by 2%.

Sales in Europe remained nearly unchanged at € 1,569 million (Q1 – 3 / 2015: € 1,566 million). Organic sales growth was 2%. Divestitures reduced sales by 2%.

Sales in North America increased by 5% (organic growth: 5%) to € 1,628 million (Q1 – 3 / 2015: € 1,555 million), mainly driven by new product launches.

Sales in Asia-Pacifi c decreased by 5% (organic growth: 8%) to € 821 million (Q1 – 3 / 2015: € 862 million). Adverse currency translation effects reduced sales by 5%, divestitures by another 8%.

Given adverse currency translation effects, sales in Latin America / Africa decreased by 2% (organic growth: 16%, in particular due to infl ation driven price increases) to € 439 million (Q1 – 3 / 2015: € 448 million).

EBIT 1 increased by 5% (7% in constant currency) to € 916 million (Q1 – 3 / 2015: € 872 million). The EBIT margin 1 improved to 20.6% (Q1 – 3 / 2015: 19.7%).

Net income 2 increased by 11% (12% in constant currency) to € 532 million (Q1 – 3 / 2015: € 479 million).

Operating cash fl ow increased by 10% to € 646 million (Q1 – 3 / 2015: € 589 million) with a margin of 14.5% (Q1 – 3 / 2015: 13.3%).

THIRD QUARTER OF 2016

In Q3 / 2016, sales increased by 1% (3% in constant currency) to € 1,511 million (Q3 / 2015: € 1,499 million). Negative currency translation effects (- 2%) were mainly related to the devaluation of the Chinese yuan and the Argentine peso against the Euro. Organic sales growth was 5%.

2015 before special items

Net income attributable to shareholders of Fresenius Kabi AG; 2015 before special items

For a detailed overview of special items please see the reconciliation table on page 8.

In Q3 / 2016, sales in Europe of € 521 million were slightly above prior-year level (Q3 / 2015: € 514 million). Organic sales growth was 3%.

In Q3 / 2016, sales in North America increased by 2% (organic growth: 2%) to € 542 million (Q3 / 2015: € 529 million).

In Q3 / 2016, sales in Asia-Pacifi c decreased by 3% (organic growth: 9%) to € 290 million (Q3 / 2015: € 298 million).

In Q3 / 2016, sales in Latin America / Africa remained unchanged at € 158 million (Q3 / 2015: € 158 million). Organic sales growth was 7%.

In Q3 / 2016, EBIT 1 remained virtually unchanged at € 300 million (Q3 / 2015: € 301 million). EBIT 1 increased by 1% in constant currency. The EBIT margin 1 was 19.9% (Q3 / 2015: 20.1%).

In Q3 / 2016, net income 2 increased by 2% (3% in constant currency) to € 173 million (Q3 / 2015: € 170 million).

In Q3 / 2016, operating cash fl ow increased by 32% to € 311 million (Q3 / 2015: € 235 million), due to a catch-up from Q2 / 2016 and temporarily reduced net working capital requirements. The cash fl ow margin increased to 20.6% (Q3 / 2015: 15.7%).

Please see page 18 of the Management Report for the 2016 outlook of Fresenius Kabi.

2015 before special items Net income attributable to shareholders of Fresenius Kabi AG; 2015 before special items

For a detailed overview of special items please see the reconciliation table on page 8.

FRESENIUS HELIOS

Fresenius Helios is Germany's largest hospital operator. HELIOS operates 112 hospitals, thereof 88 acute care clinics (including seven maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin, Wiesbaden and Wuppertal) and 24 post-acute care clinics. HELIOS treats more than 4.7 million patients per year, thereof approximately 1.3 million inpatients, and operates approximately 35,000 beds.

€ in millions Q3 / 2016 Q3 / 2015 Change Q1 – 3 / 2016 Q1 – 3 / 2015 Change
Sales 1,470 1,393 6% 4,382 4,167 5%
EBITDA 1 223 213 5% 650 612 6%
EBIT 1 175 165 6% 507 472 7%
Net income 2 140 126 11% 402 352 14%
Employees (Sept. 30 / December 31) 72,246 69,728 4%
  • ▶ 4% organic sales growth in Q3
  • ▶ 20 bps sequential EBIT margin increase
  • ▶ 2016 outlook confirmed

FIRST THREE QUARTERS OF 2016

Sales increased by 5% to € 4,382 million (Q1 – 3 / 2015: € 4,167 million). Organic sales growth was 4%. Acquisitions increased sales by 1%.

EBIT 1 grew by 7% to € 507 million (Q1 – 3 / 2015: € 472 million). The EBIT margin 1 increased to 11.6% (Q1 – 3 / 2015: 11.3%).

Net income 2 increased by 14% to € 402 million (Q1 – 3 / 2015: € 352 million).

Operating cash fl ow increased by 13% to € 437 million (Q1 – 3 / 2015: € 386 million) with a margin of 10.0% (Q1 – 3 / 2015: 9.3%).

THIRD QUARTER OF 2016

In Q3 / 2016, sales increased by 6% to € 1,470 million (Q3 / 2015: € 1,393 million). Organic sales growth was 4%.

In Q3 / 2016, EBIT 1 increased by 6% to € 175 million (Q3 / 2015: € 165 million). Sequentially, the EBIT margin increased by 20 bps to 11.9%.

In Q3 / 2016, net income 2 increased by 11% to € 140 million (Q3 / 2015: € 126 million).

In Q3 / 2016 operating cash fl ow increased by 34% to € 207 million (Q3 / 2015: € 155 million), mainly driven by decreased working capital. The cash fl ow margin increased to 14.1% (Q3 / 2015: 11.1%).

Please see page 19 of the Management Report for the 2016 outlook of Fresenius Helios.

2015 before special items

Net income attributable to shareholders of HELIOS Kliniken GmbH; 2015 before special items

For a detailed overview of special items please see the reconciliation table on page 8.

FRESENIUS VAMED

Fresenius Vamed manages projects and provides services for hospitals and other health care facilities worldwide. The portfolio ranges along the entire value chain: from project development, planning, and turnkey construction, via maintenance and technical management, to total operational management.

€ in millions Q3 / 2016 Q3 / 2015 Change Q1 – 3/ 2016 Q1 – 3/ 2015 Change
Sales 268 268 0% 740 731 1%
EBITDA 18 17 6% 39 38 3%
EBIT 15 14 7% 31 30 3%
Net income 1 10 10 0% 21 20 5%
Employees (Sept. 30 / December 31) 8,076 8,262 - 2%

▶ Strong order intake of € 209 million in Q3

▶ 2016 outlook confi rmed

FIRST THREE QUARTERS OF 2016

Sales increased by 1% (1% in constant currency) to € 740 million (Q1 – 3 / 2015: € 731 million). Organic sales growth was 2%. Sales in the project business decreased by 2% to € 325 million (Q1 – 3 / 2015: € 333 million). Sales in the service business grew by 4% to € 415 million (Q1 – 3 / 2015: € 398 million).

EBIT increased by 3% to € 31 million (Q1 – 3 / 2015: € 30 million). The EBIT margin increased to 4.2% (Q1 – 3 / 2015: 4.1%).

Net income grew by 5% to € 21 million (Q1 – 3 / 2015: € 20 million).

Order intake increased by 42% to € 674 million (Q1 – 3 / 2015: € 476 million). As of September 30, 2016, order backlog grew to € 1,995 million (December 31, 2015: € 1,650 million).

THIRD QUARTER OF 2016

In Q3 / 2016, sales remained unchanged at € 268 million (Q3 / 2015: € 268 million). Organic sales growth was 1%.

In Q3 / 2016, EBIT increased by 7% to € 15 million (Q3 / 2015: € 14 million). The EBIT margin increased to 5.6% (Q3 / 2015: 5.2%).

In Q3 / 2016, net income 1 of € 10 million was at prior-year level (Q3 / 2015: € 10 million).

In Q3 / 2016, order intake increased by 9% to € 209 million (Q3 / 2015: € 192 million).

Please see page 19 of the Management Report for the 2016 outlook of Fresenius Vamed.

EMPLOYEES

As of September 30, 2016, the number of employees increased by 4% to 231,432 (Dec. 31, 2015: 222,305).

EMPLOYEES BY BUSINESS SEGMENT

Number of employees Sept. 30, 2016 Dec. 31, 2015 Change
Fresenius Medical Care 115,774 110,242 5%
Fresenius Kabi 34,394 33,195 4%
Fresenius Helios 72,246 69,728 4%
Fresenius Vamed 8,076 8,262 - 2%
Corporate / Other 942 878 7%
Total 231,432 222,305 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
  • ▶ 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 Q1 – 3 / 2016 Q1 – 3 / 2015 Change
Fresenius Medical Care 108 90 20%
Fresenius Kabi 249 243 2%
Fresenius Helios --
Fresenius Vamed 0 0 --
Corporate / Other 0 4 --
Total 357 337 7%

DIALYSIS

The complex interactions and side effects that lead to kidney failure are better explored today than ever before. Technological advances develop in parallel with medical insights to

improve the possibilities for treating patients. Our R & D activities at Fresenius Medical Care aim to translate new insights into novel or improved developments and to bring them to market as quickly as possible, and thus make an important contribution towards rendering the treatment of patients increasingly comfortable, safe, and individualized.

INFUSION THERAPIES, CLINICAL NUTRITION, GENERIC IV DRUGS, AND MEDICAL DEVICES

Fresenius Kabi's research and development activities concentrate on products for the therapy and care of critically and chronically ill patients. Our focus is on areas with high medical needs, such as in the treatment of oncology patients. Our products help to support medical advancements in acute and post-acute care and improve the patients' quality of life. We develop new products in areas such as clinical nutrition. In addition, we develop generic drug formulations ready to launch at the time of market formation as well as new formulations for non-patented drugs. Our medical devices signifi cantly contribute to a safe and effective application of infusion solutions and clinical nutrition. In transfusion technology our R & D focus is on medical devices and disposables to support the secure, user-friendly, and effi cient production of blood products.

OPPORTUNITIES AND RISK REPORT

Compared to the presentation in the 2015 annual report, there have been no material changes in Fresenius' overall opportunities and risk situation in the third quarter of 2016.

In the ordinary course of Fresenius Group's operations, the Fresenius Group is subject to litigation, arbitration and investigations relating to various aspects of its business. The Fresenius Group regularly analyzes current information about such claims for probable losses and provides accruals for such matters, including estimated expenses for legal services, as appropriate.

In addition, we report on legal proceedings, currency and interest risks on pages 41 to 45 in the Notes of this 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

ANNOUNCED ACQUISITIONS

On September 5, 2016 Fresenius Group announced, that Fresenius Helios acquires IDC Salud Holding S.L.U. ("Quirónsalud"), Spain's largest private hospital operator, for a purchase price of € 5.76 billion (on a cash and debt-free basis). Fresenius Helios acquires 100% of the share capital in Quirónsalud. Sellers are the private equity group CVC Capital Partners, the founder and CEO of Quirónsalud Víctor Madera, as well as other members of Quirónsalud's management board.

The transaction is subject to regulatory approval by the relevant antitrust authorities and is expected to close in Q1 / 2017.

On September 6, 2016, Fresenius SE & Co. KGaA entered into a Bridge Financing Facility in the amount of € 3,750 million with a group of banks. The Bridge Financing Facility is guaranteed by Fresenius Kabi AG and Fresenius ProServe GmbH. It is planned to temporarily utilize this facility to fund the acquisition of IDC Salud Holding S.L.U. (Quirónsalud) by Fresenius Helios. In the event of an utilization of the brigde fi nancing facility, it is planned to refi nance the facility with long-term fi nancial instruments in due course.

SUBSEQUENT EVENTS

On October 14, 2016, the Senior Credit Agreement 2013 has been increased by an incremental term loan A of € 900 million and an incremental revolving facility of € 300 million. The incremental facilities are used to fund the acquisition of IDC Salud Holding S.L.U. (Quirónsalud) by Fresenius Helios.

There were no further signifi cant changes in the Fresenius Group's operating environment following the end of the third quarter of 2016. No further events of material importance on the assets and liabilities, fi nancial position, and result of operations of the Group have occured after the close of the third quarter of 2016.

OUTLOOK 2016

FRESENIUS GROUP

Based on the Group's excellent fi nancial results and strong prospects for the remainder of the year, Fresenius raises the lower end of its 2016 Group earnings guidance range. The upper end of the Group's earnings guidance remains unchanged, due to the offsetting effect of fi nancing costs related to the Quirónsalud acquisition. Net income 1 , is now expected to grow by 12% to 14% in constant currency. Previously, Fresenius expected net income 1 growth of 11% to 14% in constant currency. The company confi rms its Group sales guidance. Sales are expected to increase by 6% to 8% in constant currency.

The net debt / EBITDA2 ratio is expected to be approximately 2.5 at the end of 2016.

FRESENIUS MEDICAL CARE

Fresenius Medical Care confi rms its outlook for 2016. The company expects sales to grow by 7% to 10% in constant currency. Net income 3 is expected to increase by 15% to 20% 4 .

FRESENIUS KABI

Fresenius Kabi raises its outlook for 2016 and now expects both organic sales growth and EBIT 5 growth in constant currency of 4% to 6%. Previously, Fresenius Kabi had projected 3% to 5% for both metrics.

2015 before GranuFlo® / NaturaLyte® settlement costs (- US\$ 37 million after tax) and before acquisitions (US\$ 9 million after tax); hence the basis for expected net income growth is US\$ 1,057 million.

2015 before special items

Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2015 before special items

Calculated at FY average exchange rates for both net debt and EBITDA; excluding potential acquisitions

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

GROUP FINANCIAL OUTLOOK 2016

Previous guidance New guidance
Sales, growth (in constant currency) 6% – 8% confi rmed
Net income 1
, growth (in constant currency)
11% – 14% 12% – 14%

Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2015 before integration costs ( € 12 million before tax for hospitals acquired from Rhön-Klinikum AG), before costs for the effi ciency program at Fresenius Kabi (€ 105 million before tax), and before gain from the divestment of two HELIOS hospitals (€ 34 million before tax)

OUTLOOK 2016 BY BUSINESS SEGMENT

Previous guidance New guidance
Sales growth 1
Fresenius Medical Care (in constant currency) 7% – 10% confi rmed
Net income 1, 2 growth 15% – 20% confi rmed
Fresenius Kabi Sales growth (organic) 3% – 5% 4% – 6%
EBIT 3
(in constant currency)
3% – 5% 4% – 6%
Fresenius Helios Sales growth (organic) 3% – 5% confi rmed
EBIT € 670 – 700 m confi rmed
Fresenius Vamed Sales growth (organic) 5% – 10% confi rmed
EBIT, growth 5% – 10% confi rmed

Savings from the global effi ciency program are included, while acquisitions 2015 / 2016 are not taken into account. Before settlement costs for the agreement in principle for the GranuFlo® / NaturaLyte® case (-US\$ 37 million after tax) and before acquisitions (US\$ 9 million after tax); hence the basis for net income outlook

2016 are US\$ 1,057 million.

Net income attributable to the shareholders of Fresenius Medical Care AG & Co. KGaA, the outlook is based on current exchange rates 2015 before costs for the effi ciency program at Fresenius Kabi ( € 105 million before tax)

FRESENIUS HELIOS

Fresenius Helios confi rms its outlook for 2016 and projects organic sales growth of 3% to 5%. EBIT is expected to increase to € 670 to € 700 million.

FRESENIUS VAMED

Fresenius Vamed confi rms its outlook for 2016 and expects organic sales growth in the range of 5% to 10% and EBIT growth of 5% to 10%.

INVESTMENTS

The Group plans to invest around 6% of sales in property, plant and equipment.

EMPLOYEES

The number of employees in the Group will continue to rise in the future as a result of the expected expansion. We expect the number of employees to increase to more than 230,000 in 2016 (December 31, 2015: 222,305). The number of employees is expected to increase in all business segments.

RESEARCH AND DEVELOPMENT

Our R & D activities will continue to play a key role in securing the Group's long-term growth through innovations and new therapies. We plan to increase the Group's R & D spending in 2016. About 4% to 5% of our product sales will be reinvested in research and development.

Market-oriented research and development with strict time-to-market management processes is crucial for the success of new products. We continually review our R & D results using clearly defi ned milestones. Innovative ideas, product development, and therapies with a high level of quality will continue to be the basis for future market-leading positions. Given the continued cost-containment efforts in the health care sector, cost effi ciency combined with a strong quality focus is acquiring ever-greater importance in product development, and in the improvement of treatment concepts and therapies.

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

€ in millions Q3 / 2016 Q3 / 2015 Q1 – 3 / 2016 Q1 – 3 / 2015
Sales 7,339 6,940 21,345 20,369
Cost of sales - 5,031 - 4,748 - 14,694 - 14,128
Gross profi t 2,308 2,192 6,651 6,241
Selling, general and administrative expenses - 1,098 - 1,065 - 3,202 - 3,083
Research and development expenses - 128 - 114 - 357 - 337
Operating income (EBIT) 1,082 1,013 3,092 2,821
Net interest - 142 - 146 - 433 - 476
Income before income taxes 940 867 2,659 2,345
Income taxes - 255 - 258 - 746 - 685
Net income 685 609 1,913 1,660
Less noncontrolling interest 286 252 759 661
Net income attributable to shareholders of Fresenius SE & Co. KGaA 399 357 1,154 999
Earnings per share in € 0.73 0.66 2.11 1.84
Fully diluted earnings per share in € 0.73 0.65 2.10 1.82

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 Q3 / 2016 Q3 / 2015 Q1 – 3 / 2016 Q1 – 3 / 2015
Net income 685 609 1,913 1,660
Other comprehensive income (loss)
Foreign currency translation - 77 - 276 - 255 609
Cash flow hedges 12 14 19 39
Change of fair value of available for sale financial assets
Actuarial gains / losses on defined benefit pension plans 7 8 35 - 10
Income taxes related to components of other comprehensive income (loss) - 5 - 6 - 11 - 28
Other comprehensive income (loss), net - 63 - 260 - 212 610
Total comprehensive income 622 349 1,701 2,270
Comprehensive income attributable to noncontrolling interest
subject to put provisions
35 44 97 156
Comprehensive income attributable to noncontrolling interest
not subject to put provisions
191 101 520 892
Comprehensive income attributable to
shareholders of Fresenius SE & Co. KGaA
396 204 1,084 1,222

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

ASSETS

€ in millions September 30, 2016 December 31, 2015
Cash and cash equivalents 1,185 1,044
Trade accounts receivable, less allowance for doubtful accounts 4,938 4,596
Accounts receivable from and loans to related parties 20 78
Inventories 3,052 2,860
Other current assets 1,940 1,901
I. Total current assets 11,135 10,479
Property, plant and equipment 7,730 7,428
Goodwill 21,633 21,523
Other intangible assets 1,467 1,510
Other non-current assets 1,547 1,479
Deferred taxes 563 540
II. Total non-current assets 32,940 32,480
Total assets 44,075 42,959

LIABILITIES AND SHAREHOLDERS' EQUITY

€ in millions September 30, 2016 December 31, 2015
Trade accounts payable 1,040 1,291
Short-term accounts payable to related parties 79 9
Short-term accrued expenses and other short-term liabilities 4,947 4,691
Short-term debt 966 202
Short-term debt from related parties 4
Current portion of long-term debt and capital lease obligations 609 607
Current portion of Senior Notes 547 349
Short-term accruals for income taxes 262 195
A. Total short-term liabilities 8,450 7,348
Long-term debt and capital lease obligations, less current portion 4,833 5,502
Senior Notes, less current portion 6,725 7,267
Convertible bonds 850 838
Long-term accrued expenses and other long-term liabilities 1,031 955
Pension liabilities 1,024 1,078
Long-term accruals for income taxes 208 221
Deferred taxes 770 800
B. Total long-term liabilities 15,441 16,661
I. Total liabilities 23,891 24,009
II. Noncontrolling interest subject to put provisions 1,098 947
A. Noncontrolling interest not subject to put provisions 7,341 7,068
Subscribed capital 547 546
Capital reserve 3,120 3,095
Other reserves 7,868 7,014
Accumulated other comprehensive income 210 280
B. Total Fresenius SE & Co. KGaA shareholders' equity 11,745 10,935
III. Total shareholders' equity 19,086 18,003
Total liabilities and shareholders' equity 44,075 42,959

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

€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015
Operating activities
Net income 1,913 1,660
Adjustments to reconcile net income to cash and
cash equivalents provided by operating activities
Depreciation and amortization 857 825
Gain on sale of investments and divestitures - 3 - 39
Change in deferred taxes - 39 - 85
Gain / loss on sale of fixed assets - 1
Changes in assets and liabilities, net of amounts
from businesses acquired or disposed of
Trade accounts receivable, net - 350 - 376
Inventories - 210 - 375
Other current and non-current assets - 79 199
Accounts receivable from / payable to related parties 65 83
Trade accounts payable, accrued expenses
and other short-term and long-term liabilities
63 306
Accruals for income taxes 43 - 47
Net cash provided by operating activities 2,259 2,151
Investing activities
Purchase of property, plant and equipment - 1,072 - 950
Proceeds from sales of property, plant and equipment 20 18
Acquisitions and investments, net of cash acquired
and net purchases of intangible assets
- 478 - 239
Proceeds from sale of investments and divestitures 174 176
Net cash used in investing activities - 1,356 - 995
Financing activities
Proceeds from short-term debt 952 504
Repayments of short-term debt - 197 - 275
Proceeds from long-term debt and capital lease obligations 374 354
Repayments of long-term debt and capital lease obligations - 1,023 - 996
Proceeds from the issuance of Senior Notes 0 269
Repayments of liabilities from Senior Notes - 250 - 729
Changes of accounts receivable securitization program - 46 - 41
Proceeds from the exercise of stock options 67 132
Dividends paid - 650 - 582
Change in noncontrolling interest - 4
Exchange rate effect due to corporate financing 5 - 5
Net cash used in fi nancing activities - 768 - 1,373
Effect of exchange rate changes on cash and cash equivalents 6 17
Net increase / decrease in cash and cash equivalents 141 - 200
Cash and cash equivalents at the beginning of the reporting period 1,044 1,175
Cash and cash equivalents at the end of the reporting period 1,185 975

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, 2014 541,533 541,533 542 3,018 5,894
Proceeds from the exercise of stock options 3,467 3,467 3 87
Compensation expense related to
stock options
13
Vested subsidiary stock incentive plans - 1
Dividends paid - 238
Purchase of noncontrolling interest
not subject to put provisions
Noncontrolling interest subject to put provisions - 37
Comprehensive income (loss)
Net income 999
Other comprehensive income (loss)
Cash flow hedges
Change of fair value of
available for sale financial assets
Foreign currency translation
Actuarial losses on defined
benefit pension plans
Comprehensive income 999
As of September 30, 2015 545,000 545,000 545 3,080 6,655
As of December 31, 2015 545,728 545,728 546 3,095 7,014
Proceeds from the exercise of stock options 1,205 1,205 1 37
Compensation expense related to
stock options
21
Vested subsidiary stock incentive plans - 1
Dividends paid - 300
Purchase of noncontrolling interest
not subject to put provisions
Noncontrolling interest subject to put provisions - 32
Comprehensive income (loss)
Net income 1,154
Other comprehensive income (loss)
Cash flow hedges
Change of fair value of
available for sale financial assets
Foreign currency translation
Actuarial gains on defined
benefit pension plans
Comprehensive income (loss) 1,154
As of September 30, 2016 546,933 546,933 547 3,120 7,868

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

Accumulated
other com
prehensive
income (loss)
€ in millions
Total Fresenius
SE & Co. KGaA
shareholders'
equity
€ in millions
Non controlling
interest not
subject to
put provisions
€ in millions
Total
shareholders'
equity
€ in millions
As of December 31, 2014 - 119 9,335 6,148 15,483
Proceeds from the exercise of stock options 90 42 132
Compensation expense related to
stock options
13 4 17
Vested subsidiary stock incentive plans - 1 - 1 - 2
Dividends paid - 238 - 237 - 475
Purchase of noncontrolling interest
not subject to put provisions
0 19 19
Noncontrolling interest subject to put provisions - 37 - 81 - 118
Comprehensive income (loss)
Net income 999 560 1,559
Other comprehensive income (loss)
Cash flow hedges 15 15 14 29
Change of fair value of
available for sale financial assets
Foreign currency translation 212 212 321 533
Actuarial losses on defined
benefit pension plans - 4 - 4 - 3 - 7
Comprehensive income 223 1,222 892 2,114
As of September 30, 2015 104 10,384 6,786 17,170
As of December 31, 2015 280 10,935 7,068 18,003
Proceeds from the exercise of stock options 38 29 67
Compensation expense related to
stock options
21 16 37
Vested subsidiary stock incentive plans - 1 - 2 - 3
Dividends paid - 300 - 230 - 530
Purchase of noncontrolling interest
not subject to put provisions
0 8 8
Noncontrolling interest subject to put provisions - 32 - 68 - 100
Comprehensive income (loss)
Net income
1,154 640 1,794
Other comprehensive income (loss)
Cash flow hedges 2 2 10 12
Change of fair value of
available for sale financial assets
Foreign currency translation - 83 - 83 - 143 - 226
Actuarial gains on defined
benefit pension plans
11 11 13 24
Comprehensive income (loss) - 70 1,084 520 1,604
As of September 30, 2016 210 11,745 7,341 19,086
Change
5%
5%
8%
4%
10%
9%
- 9%
16%
- 1%
3%
- 2%
10%
118%
6%
4%
2015
20,369
20,369
0
3,646
825
- 476
- 685
999
1,219
950
272
337
222,305
18.0% 2,3
14.0% 2,3
10.1% 6
100%
4.1%
10.6%
2,821
2,151
42,959
14,769
1,154
1,044
2016
21,345
21,345
0
3,949
857
3,092
- 433
- 746
2,259
1,207
44,075
14,530
592
357
231,432
10.3%5
100%
18.5%
14.5%
4.0%
10.6%
85%
Change
- 4%
- 25%
- 2%
68%
14%
55%
36%
- 88%
- 15%
78%
- 15%
- 174%
- 33%
100%
4 - 100%
7%
2015 4
4
- 40
- 54
6
- 8
878
- 78
- 82
0%
7
- 47
- 22
25
- 47
- 491
150
- 152
2016
3
- 84
- 13
8
- 14
3
- 567
- 7
- 12
- 175
4
0
0
942
0%
- 81
- 21
- 111
150%
Change
1%
1%
- 3%
3%
0%
3%
50%
- 14%
5%
131%
1%
16%
- 33%
4 - 100%
- 2%
- 44
2015
30
38
8
30
- 2
- 7
20
- 52
9
0
8,262
3%
5.2%
4.1%
1.1%
- 6.0%
11.1%
731
701
988
161

2016
740
29
39
8
- 8
22
16
995
187
6
0
8,076
3%
5.3%
4.2%
1.1%
3.0%
9.8%
711
31
- 1
21
13%
Change
--
5%
5%
6%
2%
7%
22%
3%
14%
5%
3%
3%
26%
14%
4%

2015 3
4,167
4,167
0
140
- 36
- 78
386
248
29
69,728
20%
612
472
352
142
14.7%
11.3%
3.4%
9.3%
8.1%
8,430
1,282
2016
4,382
4,382
0
650
143
507
- 28
- 76
402
437
8,694
1,325
179
33

72,246
21%
14.8%
11.6%
3.3%
10.0%
8.4%
261
10%
Change
--
1%
1%
12%
4%
- 2%
5%
21%
- 7%
11%
15%
3%
- 1%
- 13%
2%
4%
2015 2
34
- 144
4,397
22%
1,060
188
872
- 228
479
589
212
37
243
33,195
23.9%
19.7%
4.2%
13.3%
13.2%
4,431
381
5,234
10,395
2016
4,457
4,419
38
916
- 114
646
438
10,676
5,168
114
249
34,394
21%
185
- 243
532
185
24.7%
20.6%
4.2%
14.5%
12.9%
1,101
- 8%
Change
7%
7%
- 6%
10%
6%
11%
- 1%
- 6%
20%
- 28%
3%
0%
15%
112%
20%
5%
2015
11,118
11,100
18
1,976
482
1,494
- 272
- 397
639
1,267
696
210
90
110,242
55%
17.8%
13.4%
4.3%
11.4%
9.6%
581
23,298
7,942
504
115,774
2016
11,847
11,830
17
2,172
513
1,659
- 276
- 422
766
23,885
670
445
108
55%
18.3%
14.0%
4.3%
9.8%
10.1%
1,161
7,961
shareholders of Fresenius SE & Co. KGaA
contribution to consolidated sales
Operating cash flow in % of sales
Research and development expenses
by business segment, € in millions
(per capita on balance sheet date) 1
Depreciation and amortization
Acquisitions, gross / investments
thereof intercompany sales
Depreciation and amortization
Cash fl ow before acquisitions
Net income attributable to
thereof contribution to
Capital expenditure, gross
consolidated sales
Operating cash fl ow
EBITDA margin
in % of sales
EBIT margin
and dividends
Income taxes
Total assets 1
Net interest
Key fi gures
ROOA 1
Employees
EBITDA
Debt 1
Sales
EBIT
Fresenius Medical Care Fresenius Kabi Fresenius Helios Fresenius Vamed Corporate / Other Fresenius Group
5%

CONSOLIDATED SEGMENT REPORTING FIRST THREE QUARTERS (UNAUDITED)

FRESENIUS SE & CO. KGAA

1 2015: December 31

2 Before costs for the effi ciency program

3 Before integration costs and disposal gains (two HELIOS hospitals) 4 After costs for the effi ciency program, integration costs and disposal gains (two HELIOS hospitals)

5 The underlying pro forma EBIT does not include costs for the effi ciency program.

6 The underlying EBIT does not include costs for the effi ciency program, integration costs and disposal gains (two HELIOS hospitals).

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

N
ME
G
D SE
ATE
D
OLI
NS
CO
T REP RTI
O
G THI
N
RD Q U ARTE N
R (U
DI
AU
D)
TE
Fresenius Medical Care Fresenius Kabi Fresenius Helios Fresenius Vamed Corporate / Other Fresenius Group
by business segment, € in millions 2016 2015 Change 2016 2015 1 Change 2016 2015 2 Change 2016 2015 Change 2016 2015 3 Change 2016 2015 Change
Sales 4,117 3,806 8% 1,511 1,499 1% 1,470 1,393 6% 268 268 0% - 27 - 26 - 4% 7,339 6,940 6%
thereof contribution to
consolidated sales
4,112 3,800 8% 1,498 1,488 1% 1,470 1,393 6% 258 258 0% 1 1 0% 7,339 6,940 6%
thereof intercompany sales 5 6 - 17% 13 11 18% 0 0 10 10 0% - 28 - 27 - 4% 0 0
contribution to consolidated sales 56% 55% 20% 21% 20% 20% 4% 4% 0% 0% 100% 100%
EBITDA 776 714 9% 361 369 - 2% 223 213 5% 18 17 6% - 5 - 17 71% 1,373 1,296 6%
Depreciation and amortization 176 162 9% 61 68 - 10% 48 48 0% 3 3 0% 3 2 50% 291 283 3%
EBIT 600 552 9% 300 301 0% 175 165 6% 15 14 7% - 8 - 19 58% 1,082 1,013 7%
Net interest - 90 - 89 - 1% - 37 - 42 12% - 8 - 11 27% - 1 0 - 6 - 4 - 50% - 142 - 146 3%
Income taxes - 147 - 152 3% - 80 - 82 2% - 27 - 26 - 4% - 4 - 3 - 33% 3 5 - 40% - 255 - 258 1%
shareholders of Fresenius SE & Co. KGaA
Net income attributable to
298 235 27% 173 170 2% 140 126 11% 10 10 0% - 222 - 184 - 21% 399 357 12%
Operating cash fl ow 393 521 - 25% 311 235 32% 207 155 34% 21 0 - 3 - 11 73% 929 900 3%
Cash fl ow before acquisitions
and dividends
182 319 - 43% 228 171 33% 133 98 36% 19 - 1 -- - 5 - 14 64% 557 573 - 3%
Capital expenditure, gross 216 207 4% 80 71 13% 74 58 28% 2 2 0% 2 1 100% 374 339 10%
Acquisitions, gross / investments 80 73 10% 3 1 200% 5 1 -- 0 4 - 100% - 1 - 1 0% 87 78 12%
Research and development expenses 40 31 29% 88 82 7% -- 0 0 0 1 - 100% 128 114 12%
Key fi gures
EBITDA margin 18.8% 18.7% 23.9% 24.6% 15.2% 15.3% 6.7% 6.3% 18.7% 18.9% 1,2
EBIT margin 14.6% 14.5% 19.9% 20.1% 11.9% 11.8% 5.6% 5.2% 14.7% 14.8% 1,2
Depreciation and amortization
in % of sales
4.3% 4.3% 4.0% 4.5% 3.3% 3.4% 1.1% 1.1% 4.0% 4.1%

FRESENIUS SE & CO. KGAA

1 Before costs for the effi ciency program 2 Before integration costs 3 After costs for the effi ciency program and integration costs

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

Operating cash flow in % of sales 9.5% 13.7% 20.6% 15.7% 14.1% 11.1% 7.8% 0.0% 12.7% 13.0%

TABLE OF CONTENTS NOTES

28 General notes

  • 28 1. Principles
  • 28 I. Group structure
  • 28 II. Basis of presentation
  • 28 III. Summary of signifi cant accounting policies
  • 29 IV. Recent pronouncements, applied
  • 29 V. Recent pronouncements, not yet applied
  • 30 2. Acquisitions and investments

31 Notes on the consolidated statement of income

  • 31 3. Sales
  • 31 4. Taxes
  • 31 5. Earnings per share

31 Notes on the consolidated statement of fi nancial position

  • 31 6. Cash and cash equivalents
  • 31 7. Trade accounts receivable
  • 31 8. Inventories
  • 32 9. Other current and non-current assets
  • 32 10. Goodwill and other intangible assets
  • 33 11. Debt and capital lease obligations
  • 36 12. Senior Notes
  • 37 13. Convertible bonds
  • 37 14. Pensions and similar obligations
  • 38 15. Noncontrolling interest
  • 38 16. Fresenius SE & Co. KGaA shareholders' equity
  • 40 17. Other comprehensive income (loss)

41 Other notes

  • 41 18. Legal and regulatory matters
  • 43 19. Financial instruments
  • 46 20. Supplementary information on capital management
  • 46 21. Supplementary information on the consolidated statement of cash fl ows
  • 46 22. Notes on the consolidated segment reporting
  • 47 23. Stock options
  • 49 24. Related party transactions
  • 49 25. Subsequent events
  • 49 26. Corporate Governance

GENERAL NOTES

1. PRINCIPLES

I. GROUP STRUCTURE

Fresenius is a global healthcare 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 healthcare facilities worldwide. Besides the activities of the parent company Fresenius SE & Co. KGaA, Bad Homburg v. d. H., the operating activities were split into the following legally independent business segments as of September 30, 2016:

  • ▶ 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

The accompanying condensed consolidated fi nancial statements have been prepared in accordance with the United States Generally Accepted Accounting Principles (U.S. GAAP).

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 315a of the German Commercial Code (HGB). Simultaneously, the Fresenius Group voluntarily prepares and publishes the consolidated fi nancial statements in accordance with U.S. GAAP.

The accounting policies underlying these interim fi nancial statements are mainly the same as those applied in the consolidated fi nancial statements as of December 31, 2015.

III. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The condensed consolidated fi nancial statements and management report for the fi rst three quarters and the third quarter ended September 30, 2016 have not been audited nor reviewed and should be read in conjunction with the notes included in the consolidated fi nancial statements as of December 31, 2015, published in the 2015 Annual Report.

Except for the reported acquisitions (see note 2, Acquisitions and investments), there have been no other major changes in the entities consolidated.

The consolidated fi nancial statements for the fi rst three quarters and the third quarter ended September 30, 2016 include all adjustments that, in the opinion of the Management Board, are of a normal and recurring nature and are necessary to provide an appropriate view of the assets and liabilities, fi nancial position and results of operations of the Fresenius Group.

The results of operations for the fi rst three quarters ended September 30, 2016 are not necessarily indicative of the results of operations for the fi scal year 2016.

Classifi cations

Certain items in the prior year's comparative consolidated fi nancial statements have been adjusted to conform to the current year's presentation. Deferred taxes which were classifi ed as current at December 31, 2015, were reclassifi ed to non-current as of January 1, 2016 in accordance with Accounting Standards Update 2015-17, Financial Accounting Standards Board Accounting Standards Codifi cation Topic 740, Income Taxes – Balance Sheet Classifi cation of Deferred Taxes.

Use of estimates

The preparation of consolidated fi nancial statements in conformity with U.S. GAAP 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 September 30, 2016 in conformity with U.S. GAAP in force for interim periods on January 1, 2016.

The Fresenius Group applied the following standards, as far as they are relevant for Fresenius Group's business, for the fi rst time:

In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2015-17 (ASU 2015-17), FASB Accounting Standards Codifi cation (ASC) Topic 740, Income Taxes – Balance Sheet Classifi cation of Deferred Taxes, which focuses on reducing the complexity of classifying deferred taxes on the balance sheet. ASU 2015-17 elim inates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classifi ed balance sheet and requires the classifi cation of all deferred tax assets and liabilities as non-current. The update is effective for fi scal years and interim periods within those years beginning after December 15, 2016. Earlier adoption is permitted. The Fresenius Group has elected to early adopt this ASU as of March 31, 2016. In accordance with ASU 2015-17, deferred taxes recorded as of December 31, 2015 within current assets and liabilities have been reclassifi ed to non-current assets and liabilities in the amount of € 438 million and € 61 million, respectively. As a result of deferred tax netting, non-current assets and liabilities were then adjusted in the amount of € 211 million.

In February 2015, the FASB issued Accounting Standards Update 2015-02 (ASU 2015-02), FASB ASC Topic 810, Consolidation – Amendments to the Consolidation Analysis, which focuses on clarifying guidance related to the evaluation of various types of legal entities such as limited partnerships, limited liability corporations and certain security transactions for consolidation. The update is effective for fi scal years and interim periods within those years beginning after December 15, 2015. The Fresenius Group adopted ASU 2015-02 as of March 31, 2016 and will prospectively adjust its disclosures in the consolidated fi nancial statements as of December 31, 2016 to align with the update.

V. RECENT PRONOUNCEMENTS, NOT YET APPLIED The FASB issued the following relevant new standards for the Fresenius Group:

In June 2016, the FASB issued Accounting Standards Update 2016-13 (ASU 2016-13), FASB ASC Topic 326, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale fi nancial assets. The updates are effective for fi scal years and interim periods within those years beginning after December 15, 2020. Early adoption is permitted as of the fi scal years beginning after December 15, 2018, including interim periods within those fi scal years. The Fresenius Group is currently evaluating the impact of ASU 2016-13 on its consolidated fi nancial statements.

In March 2016, the FASB issued Accounting Standards Update 2016-09 (ASU 2016-09), FASB ASC Topic 718, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 provides for simplifi cation and clarity of guidance with regard to share-based income tax consequences, classifi cation of awards as equity or liabilities as well as cash fl ow impacts. The updates are effective for fi scal years and interim periods within those years beginning after December 15, 2016. Early adoption is permitted. The Fresenius Group is currently evaluating the impact of ASU 2016-09 on its consolidated fi nancial statements.

In February 2016, the FASB issued Accounting Standards Update 2016-02 (ASU 2016-02), FASB ASC Subtopic 842, Leases. ASU 2016-02 is expected to increase transparency and comparability by recognizing lease assets and lease liabilities from lessees on the balance sheet and disclosing key information about leasing arrangements in the fi nancial statements. The lessor accounting is largely unchanged. The updates are effective for fi scal years and interim periods within those years beginning after December 15, 2018. Early applications of the amendments in these updates are permitted. The Fresenius Group is currently evaluating the impact of ASU 2016-02 on its consolidated fi nancial statements.

In January 2016, the FASB issued Accounting Standards Update 2016-01 (ASU 2016-01), FASB ASC Subtopic 825-10, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 focuses on improving the recognition and measurement of fi nancial instruments to provide users of fi nancial statements with more decision-useful information. ASU 2016-01 affects the accounting treatment and disclosures related to fi nancial instruments and equity instruments. The update is effective for fi scal years and interim periods within those years beginning after December 15, 2017. Earlier adoption is gen erally not permitted. The Fresenius Group is currently evaluating the impact of ASU 2016-01 on its consolidated fi nancial statements.

In May 2014, the FASB issued Accounting Standards Update 2014-09 (ASU 2014-09), FASB ASC Topic 606, Revenue from Contracts with Customers. Simultaneously, the Inter national Accounting Standards Board (IASB) published its equivalent revenue standard, IFRS 15, Revenue from Contracts with Customers. The standards are the result of a convergence project between the FASB and the IASB. This update specifi es how and when companies reporting under U.S. GAAP will recognize revenue as well as providing users of fi nancial statements with more informative and relevant disclosures. ASU 2014-09 supersedes some guidance included in Topic 605, Revenue Recognition, some guidance within the scope of Topic 360, Property, Plant, and Equipment, and some guidance within the scope of Topic 350, Intan gibles – Goodwill and Other. This ASU applies to nearly all contracts with customers, unless those contracts are within the scope of other standards (for example, lease contracts or insurance contracts). With the issuance of Accounting Standards Update 2015-14 (ASU 2015-14), FASB ASC Topic 606, Revenue from Contracts with Customers: Deferral of the Effective Date, in August 2015, the effective date of ASU 2014-09 for public business entities, among others, was deferred from fi scal years and interim periods within those years beginning after December 15, 2016 to fi scal years and interim periods within those years beginning after December 15, 2017. Earlier adoption is permitted. The Fresenius Group is currently evaluating the impact of ASU 2014-09, in conjunction with all amendments, on its consolidated fi nancial statements.

2. ACQUISITIONS AND INVESTMENTS

The Fresenius Group made acquisitions, investments and purchases of intangible assets of € 592 million and € 272 million in the fi rst three quarters of 2016 and 2015, respectively. Of this amount, € 478 million was paid in cash and € 114 million was assumed obligations in the fi rst three quarters of 2016.

FRESENIUS MEDICAL CARE

In the fi rst three quarters of 2016, Fresenius Medical Care spent € 445 million on acquisitions, mainly on acquisitions of dialysis clinics as well as in care coordination.

FRESENIUS KABI

In the fi rst three quarters of 2016, Fresenius Kabi spent € 114 million on acquisitions including the acquisition of a U.S. pharmaceutical manufacturing plant and a line of seven drugs.

FRESENIUS HELIOS

In the fi rst three quarters of 2016, Fresenius Helios spent € 33 million on acquisitions, mainly for the purchase of 100% of the shares in Klinikum Niederberg gGmbH, Germany and for the purchase of outpatient clinics.

Acquisition of IDC Salud Holding S.L.U. (Quirónsalud)

On September 5, 2016, Fresenius Helios announced the signing of a purchase agreement to acquire 100% of the share capital in IDC Salud Holding S.L.U. (Quirónsalud), Spain, for a total purchase price of € 5.76 billion. Sellers are the private equity group CVC Capital Partners, Víctor Madera, founder and CEO of Quirónsalud, and other members of Quirónsalud's management board. Quirónsalud, Spain's largest private hospital operator covers the full spectrum of inpatient and outpatient care. The transaction is expected to be closed in the fi rst quarter of 2017 after approval by the anti trust authorities. € 5.36 billion of the total purchase price will be debtfi nanced and the remaining € 400 million will be fi nanced through the issuance of 6,108,176 shares by Fresenius SE & Co. KGaA to Víctor Madera.

NOTES ON THE CONSOLIDATED STATEMENT OF INCOME

3. SALES

Sales by activity were as follows:

€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015
Sales of services 14,706 13,759
less patient service bad debt provision - 306 - 287
Sales of products and related goods 6,613 6,553
Sales from long-term
production contracts
327 338
Other sales 5 6
Sales 21,345 20,369

4. TAXES

In the third quarter of 2016, Fresenius Medical Care released tax liabilities due to tax audit settlements with the tax authorities.

During the fi rst three quarters of 2016, there were no further material changes relating to tax audits, accruals for income taxes, unrecognized tax benefi ts as well as recognized and accrued payments for interest and penalties. Explanations regarding the tax audits and further information can be found in the consolidated fi nancial statements in the 2015 Annual Report.

5. EARNINGS PER SHARE

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

Q1 – 3 / 2016 Q1 – 3 / 2015
Numerators, € in millions
Net income attributable to
shareholders of
Fresenius SE & Co. KGaA 1,154 999
less effect from dilution due to
Fresenius Medical Care shares
Income available to
all ordinary shares 1,154 999
Denominators in number of shares
Weighted-average number of
ordinary shares outstanding 546,179,291 543,366,248
Potentially dilutive
ordinary shares 3,776,244 4,562,590
Weighted-average number
of ordinary shares outstanding
assuming dilution 549,955,535 547,928,838
Basic earnings per share in € 2.11 1.84
Fully diluted earnings per share in € 2.10 1.82

NOTES ON THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

6. CASH AND CASH EQUIVALENTS

As of September 30, 2016 and December 31, 2015, cash and cash equivalents were as follows:

€ in millions Sept. 30, 2016 Dec. 31, 2015
Cash 1,163 992
Time deposits and securities
(with a maturity of up to 90 days)
22 52
Total cash and cash equivalents 1,185 1,044

As of September 30, 2016 and December 31, 2015, earmarked funds of € 76 million and € 57 million, respectively, were included in cash and cash equivalents.

7. TRADE ACCOUNTS RECEIVABLE

As of September 30, 2016 and December 31, 2015, trade accounts receivable were as follows:

€ in millions Sept. 30, 2016 Dec. 31, 2015
Trade accounts receivable 5,672 5,246
less allowance for doubtful accounts 734 650
Trade accounts receivable, net 4,938 4,596

8. INVENTORIES

As of September 30, 2016 and December 31, 2015, inventories consisted of the following:

€ in millions Sept. 30, 2016 Dec. 31, 2015
Raw materials and
purchased components
661 602
Work in process 591 526
Finished goods 1,939 1,839
less reserves 139 107
Inventories, net 3,052 2,860

9. OTHER CURRENT AND NON-CURRENT ASSETS

As of September 30, 2016, investments were comprised of investments of € 636 million (December 31, 2015: € 592 million), mainly regarding the joint venture between Fresenius Medical Care and Galenica Ltd., that were accounted for under the equity method. In the fi rst three quarters of 2016, income of € 55 million (Q1 – 3 / 2015: € 20 million) resulting from this valuation was included in selling, general and

administrative expenses in the consolidated statement of income. Securities and long-term loans included € 258 million fi nancial assets available for sale as of September 30, 2016 (December 31, 2015: € 257 million) mainly relating to shares in funds.

10. GOODWILL AND OTHER INTANGIBLE ASSETS

As of September 30, 2016 and December 31, 2015, intangible assets, split into amortizable and non-amortizable intangible assets, consisted of the following:

AMORTIZABLE INTANGIBLE ASSETS

September 30, 2016 December 31, 2015
€ in millions Acquisition
cost
Accumulated
amortization
Carrying
amount
Acquisition
cost
Accumulated
amortization
Carrying
amount
Patents, product and distribution rights 714 368 346 713 356 357
Technology 374 127 247 383 111 272
Customer relationships 332 85 247 324 61 263
Software 456 282 174 406 248 158
Non-compete agreements 326 258 68 322 251 71
Other 433 267 166 414 252 162
Total 2,635 1,387 1,248 2,562 1,279 1,283

Estimated regular amortization expenses of intangible assets for the next fi ve years are shown in the following table:

€ in millions Q4 / 2016 2017 2018 2019 2020 Q1 – 3 / 2021
Estimated amortization expenses 49 181 175 171 162 121

NON-AMORTIZABLE INTANGIBLE ASSETS

September 30, 2016 December 31, 2015
€ in millions Acquisition
cost
Accumulated
amortization
Carrying
amount
Acquisition
cost
Accumulated
amortization
Carrying
amount
Tradenames 216 0 216 221 0 221
Management contracts 3 0 3 6 0 6
Goodwill 21,633 0 21,633 21,523 0 21,523
Total 21,852 0 21,852 21,750 0 21,750

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, 2015 10,775 4,601 4,387 99 6 19,868
Additions 105 27 57 0 189
Disposals 0 - 1 0 0 0 - 1
Reclassifi cations 0 2 0 0 0 2
Foreign currency translation 1,091 374 0 0 0 1,465
Carrying amount as of December 31, 2015 11,971 5,003 4,444 99 6 21,523
Additions 335 5 74 0 0 414
Reclassifi cations 3 0 0 0 0 3
Foreign currency translation - 224 - 83 0 0 0 - 307
Carrying amount as of September 30, 2016 12,085 4,925 4,518 99 6 21,633

As of September 30, 2016 and December 31, 2015, the carrying amounts of the other non-amortizable intangible assets were € 191 million and € 198 million, respectively, for Fresenius Medical Care as well as € 28 million and € 29 million, respectively, for Fresenius Kabi.

11. DEBT AND CAPITAL LEASE OBLIGATIONS

SHORT-TERM DEBT

As of September 30, 2016 and December 31, 2015, shortterm debt consisted of the following:

Book value
€ in millions Sept. 30, 2016 December 31, 2015
Fresenius SE & Co. KGaA Commercial Paper 190 0
Fresenius Medical Care AG & Co. KGaA Commercial Paper 550 0
Other short-term debt 226 202
Short-term debt 966 202

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

As of September 30, 2016 and December 31, 2015, long-term debt and capital lease obligations net of debt issuance costs consisted of the following:

Book value
€ in millions September 30, 2016 December 31, 2015
Fresenius Medical Care 2012 Credit Agreement 2,186 2,399
2013 Senior Credit Agreement 1,588 2,203
Schuldschein Loans 1,164 914
Accounts Receivable Facility of Fresenius Medical Care 0 46
Capital lease obligations 155 151
Other 349 396
Subtotal 5,442 6,109
less current portion 609 607
Long-term debt and capital lease obligations, less current portion 4,833 5,502

Fresenius Medical Care 2012 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 period with a large group of banks and institutional investors on October 30, 2012.

On November 26, 2014, the Fresenius Medical Care 2012 Credit Agreement was amended to increase the total credit facility to approximately US\$ 4,400 million and extend the term for an additional two years until October 30, 2019.

The following tables show the available and outstanding amounts under the Fresenius Medical Care 2012 Credit Agreement after scheduled amortization payments at September 30, 2016 and at December 31, 2015:

September 30, 2016
Maximum amount available
€ in millions € in millions
US\$ 1,000 million 896 US\$13 million 12
€ 400 million 400 € 0 million 0
US\$ 2,150 million 1,926 US\$2,150 million 1,926
€ 258 million 258 € 258 million 258
3,480 2,196
10
2,186
Balance outstanding

December 31, 2015

Maximum amount available Balance outstanding
€ in millions € in millions
Revolving Credit (in US\$) US\$ 1,000 million 918 US\$25 million 23
Revolving Credit (in €) € 400 million 400 € 0 million 0
US\$ Term Loan US\$ 2,300 million 2,113 US\$2,300 million 2,113
€ Term Loan € 276 million 276 € 276 million 276
Total 3,707 2,412
less fi nancing cost 13
Total 2,399

At September 30, 2016 and December 31, 2015, Fresenius Medical Care had letters of credit outstanding in the amount of US\$ 4 million under the U.S. dollar revolving credit facility, which were not included above as part of the balance outstanding at those dates but which reduce available borrowings under the applicable revolving credit facility.

As of September 30, 2016, FMC-AG & Co. KGaA and its subsidiaries were in compliance with all covenants under the Fresenius Medical Care 2012 Credit Agreement.

2013 Senior Credit Agreement

On December 20, 2012, Fresenius SE & Co. KGaA and various subsidiaries entered into a delayed draw syndicated credit agreement (2013 Senior Credit Agreement) in the original amount of US\$ 1,300 million and € 1,250 million. Since the initial funding of the 2013 Senior Credit Agreement in June 2013, additional tranches were added. Furthermore, scheduled amortization payments as well as voluntary repayments have been made. On February 29, 2016, a Term Loan B of US\$ 489 million was voluntarily prepaid.

On October 14, 2016, the Senior Credit Agreement 2013 has been increased by an incremental term loan A of € 900 million and an incremental revolving facility of € 300 million. The incremental facilities are used to fund the acquisition of IDC Salud Holding S.L.U. (Quirónsalud) by Fresenius Helios.

The following tables show the available and outstanding amounts under the 2013 Senior Credit Agreement at September 30, 2016 and at December 31, 2015:

September 30, 2016
Maximum amount available Balance outstanding
€ in millions € in millions
Revolving Credit Facilities (in €) € 900 million 900 € 0 million 0
Revolving Credit Facilities (in US\$) US\$ 300 million 269 US\$ 0 million 0
Term Loan A (in €) € 964 million 964 € 964 million 964
Term Loan A (in US\$) US\$ 712 million 638 US\$ 712 million 638
Total 2,771 1,602
less fi nancing cost 14
Total 1,588
December 31, 2015
Maximum amount available Balance outstanding
€ in millions € in millions
Revolving Credit Facilities (in €) € 900 million 900 € 0 million 0
Revolving Credit Facilities (in US\$) US\$ 300 million 276 US\$ 0 million 0
Term Loan A (in €) € 1,057 million 1,057 € 1,057 million 1,057
Term Loan A (in US\$) US\$ 781 million 717 US\$ 781 million 717
Term Loan B (in US\$) US\$ 489 million 449 US\$ 489 million 449
Total 3,399 2,223
less fi nancing cost 20
Total 2,203

As of September 30, 2016, the Fresenius Group was in com pliance with all covenants under the 2013 Senior Credit Agreement.

Schuldschein Loans

As of September 30, 2016 and December 31, 2015, Schuldschein Loans of the Fresenius Group net of debt issuance costs consisted of the following:

Notional amount
Maturity
Interest rate
Sept. 30, 2016
Fresenius SE & Co. KGaA 2012 / 2016
€ 108 million
April 4, 2016
3.36%
0
51
Fresenius SE & Co. KGaA 2013 / 2017
€ 51 million
Aug. 22, 2017
2.65%
Fresenius SE & Co. KGaA 2013 / 2017
€ 74 million
Aug. 22, 2017
variable
74
Fresenius SE & Co. KGaA 2014 / 2018
€ 97 million
April 2, 2018
2.09%
97
Fresenius SE & Co. KGaA 2014 / 2018
€ 76 million
April 2, 2018
variable
76
Fresenius SE & Co. KGaA 2014 / 2018
€ 65 million
April 2, 2018
variable
65
Dec. 31, 2015
108
51
74
96
76
65
72
Fresenius SE & Co. KGaA 2012 / 2018
€ 72 million
April 4, 2018
4.09%
72
Fresenius SE & Co. KGaA 2015 / 2018
€ 36 million
October 8, 2018
1.07%
36
36
Fresenius SE & Co. KGaA 2015 / 2018
€ 55 million
October 8, 2018
variable
55
55
Fresenius SE & Co. KGaA 2014 / 2020
€ 106 million
April 2, 2020
2.67%
105
105
Fresenius SE & Co. KGaA 2014 / 2020
€ 55 million
April 2, 2020
variable
55
55
100
Fresenius SE & Co. KGaA 2014 / 2020
€ 101 million
April 2, 2020
variable
100
Fresenius SE & Co. KGaA 2015 / 2022
€ 21 million
April 7, 2022
variable
21
21
Fresenius US Finance II, Inc. 2016 / 2021
US\$ 309 million
March 10, 2021
variable
275
0
Fresenius US Finance II, Inc. 2016 / 2021
US\$ 33 million
March 10, 2021
2.66%
29
0
Fresenius US Finance II, Inc. 2016 / 2023
US\$ 15 million
March 10, 2023
variable
14
0
39
Fresenius US Finance II, Inc. 2016 / 2023
US\$ 43 million
March 10, 2023
3.12%
0
Schuldschein Loans
1,164
914

The Schuldschein Loans issued by Fresenius SE & Co. KGaA in the amount of € 108 million, which were due on April 4, 2016, were repaid as scheduled.

On March 10, 2016, Fresenius US Finance II, Inc. issued Schuldschein Loans in a total amount of US\$ 400 million which consist of fi xed and fl oating rate tranches and terms of fi ve and seven years. These Schuldschein Loans are guaranteed by Fresenius SE & Co. KGaA, Fresenius Kabi AG and Fresenius ProServe GmbH.

The Schuldschein Loans issued by Fresenius SE & Co. KGaA in the total amount of € 125 million which are due on August 22, 2017 are shown as current portion of long-term debt and capital lease obligations in the consolidated statement of fi nancial position.

As of September 30, 2016, 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 September 30, 2016, the additional fi nancial cushion resulting from unutilized credit facilities was approximately € 3.4 billion. Thereof € 2.5 billion accounted for syndicated credit facilities.

Bridge Financing Facility

On September 6, 2016, Fresenius SE & Co. KGaA entered into a Bridge Financing Facility in the amount of € 3,750 million with a group of banks. The Bridge Financing Facility is guaranteed by Fresenius Kabi AG and Fresenius ProServe GmbH. It is planned to temporarily utilize this facility to fund the acquisition of IDC Salud Holding S.L.U. (Quirónsalud) by Fresenius Helios.

In the event of a utilization of the bridge fi nancing facility, it it planned to refi nance the facility with long-term fi nancial instruments in due course.

12. SENIOR NOTES

As of September 30, 2016 and December 31, 2015, Senior Notes of the Fresenius Group net of debt issuance costs consisted of the following:

Book value
€ in millions
Notional amount Maturity Interest rate Sept. 30, 2016 Dec. 31, 2015
Fresenius SE & Co. KGaA 2014 / 2019 € 300 million Feb. 1, 2019 2.375% 299 297
Fresenius SE & Co. KGaA 2012 / 2019 € 500 million Apr. 15, 2019 4.25% 497 497
Fresenius SE & Co. KGaA 2013 / 2020 € 500 million July 15, 2020 2.875% 497 496
Fresenius SE & Co. KGaA 2014 / 2021 € 450 million Feb. 1, 2021 3.00% 444 443
Fresenius SE & Co. KGaA 2014 / 2024 € 450 million Feb. 1, 2024 4.00% 449 450
Fresenius US Finance II, Inc. 2014 / 2021 US\$ 300 million Feb. 1, 2021 4.25% 267 275
Fresenius US Finance II, Inc. 2015 / 2023 US\$ 300 million Jan. 15, 2023 4.50% 266 273
FMC Finance VI S.A. 2010 / 2016 € 250 million July 15, 2016 5.50% 0 249
FMC Finance VII S.A. 2011 / 2021 € 300 million Feb. 15, 2021 5.25% 295 295
FMC Finance VIII S.A. 2011 / 2016 € 100 million Oct. 15, 2016 variable 100 100
FMC Finance VIII S.A. 2011 / 2018 € 400 million Sept. 15, 2018 6.50% 397 396
FMC Finance VIII S.A. 2012 / 2019 € 250 million July 31, 2019 5.25% 244 244
Fresenius Medical Care US Finance, Inc. 2007 / 2017 US\$ 500 million July 15, 2017 6.875% 447 457
Fresenius Medical Care US Finance, Inc. 2011 / 2021 US\$ 650 million Feb. 15, 2021 5.75% 576 590
Fresenius Medical Care US Finance II, Inc. 2011 / 2018 US\$ 400 million Sept. 15, 2018 6.50% 356 363
Fresenius Medical Care US Finance II, Inc. 2012 / 2019 US\$ 800 million July 31, 2019 5.625% 714 732
Fresenius Medical Care US Finance II, Inc. 2014 / 2020 US\$ 500 million Oct. 15, 2020 4.125% 445 456
Fresenius Medical Care US Finance II, Inc. 2012 / 2022 US\$ 700 million Jan. 31, 2022 5.875% 624 639
Fresenius Medical Care US Finance II, Inc. 2014 / 2024 US\$ 400 million Oct. 15, 2024 4.75% 355 364
Senior Notes 7,272 7,616

All Senior Notes included in the table are unsecured.

As of July 29, 2016, the original issuer, Fresenius Finance B.V. has been replaced by the successor issuer Fresenius SE & Co. KGaA.

The Senior Notes issued by FMC Finance VI S.A. which were due on July 15, 2016 were repaid as scheduled.

The Senior Notes issued by FMC Finance VIII S.A. which were due on October 15, 2016 and the Senior Notes issued

by Fresenius Medical Care US Finance, Inc. which are due on July 15, 2017 have been reclassifi ed as short-term debt and are shown as current portion of Senior Notes in the consolidated statement of fi nancial position.

As of September 30, 2016, the Fresenius Group was in compliance with all of its covenants under the Senior Notes.

13. CONVERTIBLE BONDS

As of September 30, 2016 and December 31, 2015, the convertible bonds of the Fresenius Group net of debt issuance costs consisted of the following:

Book value
€ in millions
Notional amount Maturity Coupon Current
conversion price
Sept. 30, 2016 Dec. 31, 2015
Fresenius SE & Co. KGaA 2014 / 2019 € 500 million Sept. 24, 2019 0.000% € 49.5184 471 464
Fresenius Medical Care AG & Co. KGaA 2014 / 2020 € 400 million Jan. 31, 2020 1.125% € 73.6054 379 374
Convertible bonds 850 838

The fair value of the derivative embedded in the convertible bonds of Fresenius SE & Co. KGaA was € 239 million at September 30, 2016. 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 € 95 million at September 30, 2016. Fresenius SE & Co. KGaA and FMC-AG & Co. KGaA have purchased stock options (call options) to secure against future fair value fl uctuations of these derivatives. The call options also had an aggregate fair value of € 239 million and € 95 million, respectively, at September 30, 2016.

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 non-current liabilities / assets in the consolidated statement of fi nancial position.

14. PENSIONS AND SIMILAR OBLIGATIONS

DEFINED BENEFIT PENSION PLANS

At September 30, 2016, the pension liability of the Fresenius Group was € 1,043 million. The current portion of the pension liability of € 19 million is recognized in the consolidated statement of fi nancial position within short-term accrued expenses and other short-term liabilities. The non-current portion of € 1,024 million is recorded as pension liability.

Contributions to Fresenius Group's pension fund were € 106 million in the fi rst three quarters of 2016. This amount includes a discretionary cash contribution of US\$ 100 million (€ 90 million) by Fresenius Medical Care to its pension plan assets in the United States. The Fresenius Group expects approximately € 112 million contributions to the pension fund during 2016.

Defi ned benefi t pension plans' net periodic benefi t costs of € 88 million (Q1 – 3 / 2015: € 84 million) were comprised of the following components:

€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015
Service cost 40 35
Interest cost 34 33
Expected return on plan assets - 16 - 16
Amortization of unrealized
actuarial losses, net
29 32
Amortization of prior service costs 1
Amortization of transition obligations
Net periodic benefi t cost 88 84

15. NONCONTROLLING INTEREST

NONCONTROLLING INTEREST SUBJECT TO PUT PROVISIONS

Noncontrolling interest subject to put provisions changed as follows:

€ in millions Q1 – 3 / 2016
Noncontrolling interest subject to
put provisions as of January 1, 2016
947
Noncontrolling interest subject to
put provisions in profi t
119
Purchase of noncontrolling interest
subject to put provisions
73
Dividend payments - 120
Currency effects and other changes 79
Noncontrolling interest subject to
put provisions as of September 30, 2016
1,098

99.4% of noncontrolling interest subject to put provisions applied to Fresenius Medical Care at September 30, 2016.

As of September 30, 2016 and December 31, 2015, put options with an aggregate purchase obligation of € 263 million and € 237 million, respectively, were exercisable. Two put options were exercised for a total consideration of € 0.7 million in the fi rst three quarters of 2016 (Q1 – 3 / 2015: one put option in the amount of € 0.4 million).

NONCONTROLLING INTEREST NOT SUBJECT TO PUT PROVISIONS

As of September 30, 2016 and December 31, 2015, noncontrolling interest not subject to put provisions in the Fresenius Group was as follows:

€ in millions Sept. 30, 2016 Dec. 31, 2015
Noncontrolling interest
not subject to put provisions in
Fresenius Medical Care AG & Co. KGaA 6,564 6,274
Noncontrolling interest
not subject to put provisions
in VAMED AG
52 49
Noncontrolling interest
not subject to put provisions
in the business segments
Fresenius Medical Care 579 559
Fresenius Kabi 78 120
Fresenius Helios 61 59
Fresenius Vamed 7 7
Total noncontrolling interest
not subject to put provisions 7,341 7,068

Noncontrolling interest not subject to put provisions changed as follows:

€ in millions Q1 – 3 / 2016
Noncontrolling interest not subject to
put provisions as of January 1, 2016
7,068
Noncontrolling interest not subject to
put provisions in profi t
640
Stock options 45
Purchase of noncontrolling interest not
subject to put provisions
8
Dividend payments - 230
Currency effects and other changes - 190
Noncontrolling interest not subject to
put provisions as of September 30, 2016
7,341
  1. FRESENIUS SE & CO. KGAA SHAREHOLDERS' EQUITY

SUBSCRIBED CAPITAL

As of January 1, 2016, the subscribed capital of Fresenius SE & Co. KGaA consisted of 545,727,950 bearer ordinary shares.

During the fi rst three quarters of 2016, 1,204,781 stock options were exercised. Consequently, as of September 30, 2016, the subscribed capital of Fresenius SE & Co. KGaA consisted of 546,932,731 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 I (Stock Option Plan 2003), Conditional Capital II (Stock Option Plan 2008) and Conditional Capital IV (Stock Option Plan 2013) (see note 23, Stock options). Another Conditional Capital III exists for the authorization to issue option bearer bonds and / or convertible bonds.

The following table shows the development of the Conditional Capital:

in € Ordinary shares
Conditional Capital I Fresenius AG Stock Option Plan 2003 5,261,987
Conditional Capital II Fresenius SE Stock Option Plan 2008 7,216,907
Conditional Capital III option bearer bonds and / or convertible bonds 48,971,202
Conditional Capital IV Fresenius SE & Co. KGaA Stock Option Plan 2013 25,200,000
Total Conditional Capital as of January 1, 2016 86,650,096
Fresenius AG Stock Option Plan 2003 – options exercised - 200,602
Fresenius SE Stock Option Plan 2008 – options exercised - 1,004,179
Total Conditional Capital as of September 30, 2016 85,445,315

As of September 30, 2016, the Conditional Capital was composed as follows:

in € Ordinary shares
Conditional Capital I Fresenius AG Stock Option Plan 2003 5,061,385
Conditional Capital II Fresenius SE Stock Option Plan 2008 6,212,728
Conditional Capital III option bearer bonds and / or convertible bonds 48,971,202
Conditional Capital IV Fresenius SE & Co. KGaA Stock Option Plan 2013 25,200,000
Total Conditional Capital as of September 30, 2016 85,445,315

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 2016, a dividend of € 0.55 per bearer ordinary share was approved by Fresenius SE & Co KGaA's shareholders at the Annual General Meeting and paid. The total dividend payment was € 300 million.

17. OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) is comprised of all amounts recognized directly in equity (net of tax) resulting from the currency translation of foreign subsidiaries' fi nancial statements and the effects of measuring fi nancial instruments at their fair value as well as the change in benefi t obligation.

Changes in accumulated other comprehensive income (loss) net of tax by component were as follows:

Amount of gain or loss reclassifi ed from accumulated other

€ in millions Cash fl ow
hedges
Change of
fair value of
available for
sale fi nancial
assets
Foreign
currency
translation
Actuarial
gains / losses
on defi ned
benefi t
pension
plans
Total,
before non
controlling
interest
Non
controlling
interest
Total,
after non
controlling
interest
Balance as of December 31, 2014 - 109 1 294 - 305 - 119 189 70
Other comprehensive income (loss) before reclassifi cations 8 212 - 15 205 360 565
Amounts reclassifi ed from accumulated
other comprehensive income (loss) 7 0 11 18 27 45
Other comprehensive income (loss), net 15 212 - 4 223 387 610
Balance as of September 30, 2015 - 94 1 506 - 309 104 576 680
Balance as of December 31, 2015 - 84 1 619 - 256 280 741 1,021
Other comprehensive income (loss) before reclassifi cations - 6 - 83 - 89 - 159 - 248
Amounts reclassifi ed from accumulated
other comprehensive income (loss) 8 0 11 19 17 36
Other comprehensive income (loss), net 2 - 83 11 - 70 - 142 - 212
Balance as of September 30, 2016 - 82 1 536 - 245 210 599 809

Reclassifi cations out of accumulated other comprehensive income (loss) into net income were as follows:

comprehensive income (loss) 1
€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015 Affected line item in the
consolidated statement of income
Details about accumulated other comprehensive income (loss) components
Cash fl ow hedges
Interest rate contracts 23 28 Interest income / expense
Foreign exchange contracts - 1 16 Cost of sales
Foreign exchange contracts 2 - 9 Selling, general and
administrative expenses
Other comprehensive income (loss) 24 35
Tax expense or benefi t - 8 - 11
Other comprehensive income (loss), net 16 24
Amortization of defi ned benefi t pension items
Prior service costs 1 2
Transition obligations 2
Actuarial gains / losses on defined benefit pension plans 29 32 2
Other comprehensive income (loss) 30 32
Tax expense or benefi t - 10 - 11
Other comprehensive income (loss), net 20 21
Total reclassifi cations for the period 36 45

1 Gains are shown with a negative sign, losses with a positive sign.

2 Net periodic benefi t cost is allocated as personnel expense within cost of sales or selling,

general and administrative expenses as well as research and development expenses.

OTHER NOTES

18. 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 healthcare 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 in the 2015 Annual Report. In the following, only the changes during the fi rst three quarters ended September 30, 2016 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 in the 2015 Annual Report; defi ned terms or abbreviations having the same meaning as in the 2015 Annual Report.

PRODUCT LIABILITY LITIGATION

As subsequently amended with the courts' approval as to the applicable timetable, plaintiffs must advise FMCH of acceptance of the settlement by November 7, 2016; FMCH has until November 15, 2016 to exercise any rights to void the settlement; and payment of the settlement amount must be made in November 2016 if the settlement is confi rmed.

Subsequent to the agreement in principle, FMCH's insurers in the AIG group initiated an action for declaratory judgment in New York state court advancing various arguments for reducing the amount of their coverage obligations. FMCH fi led an action in Massachusetts state court seeking to compel the AIG group carriers to honor their obligations under applicable policies, including reimbursement to FMCH of litigation defense costs incurred before the agreement in principle was reached. The affected carriers have confi rmed that the coverage litigation does not impact their commitment to fund US\$ 220 million of the settlement with plaintiffs.

Four institutional plaintiffs have fi led complaints against FMCH or its affi liates under state deceptive practices statutes resting on certain background allegations common to the Granufl o ® / Naturalyte ® personal injury litigation, but seeking as remedy the repayment of sums paid to FMCH attributable to the Granufl o ® / Naturalyte ® products. These cases implicate different legal standards, theories of liability and forms of potential recovery from those in the personal injury litigation and their claims will not be extinguished by the personal injury litigation settlement described above. The four plaintiffs are the Attorneys General for the States of Kentucky, Louisiana and Mississippi and the commercial insurance company Blue Cross Blue Shield of Louisiana in its private capacity. See, State of Mississippi ex rel. Hood, v. Fresenius Medical Care Holdings, Inc., No. 14-cv-152 (Chancery Court, DeSoto County); State of Louisiana ex re. Caldwell and Louisiana Health Service & Indemnity Company v. Fresenius Medical Care Airline, 2016 Civ. 11035 (U.S.D.C. D. Mass.); Commonwealth of Kentucky ex rel. Beshear v. Fresenius Medical Care Holdings, Inc. et al., No. 16-CI-00946 (Circuit Court, Franklin County).

SUBPOENAS "MASSACHUSETTS AND LOUISIANA"

On March 29, 2016, the Court dismissed the relator's companion claims for retaliatory termination of employment, fi nding that the retaliation claims were barred under principles of res judicata by a January 2015 jury verdict in the United States District Court for the Central District of California. The California verdict remains on appeal in the Ninth Circuit Court of Appeals.

CIVIL COMPLAINT "HAWAII"

In July 2015, the Attorney General for Hawaii issued a civil complaint under the Hawaii False Claims Act alleging a conspiracy pursuant to which certain Liberty subsidiaries of FMCH overbilled Hawaii Medicaid for Liberty's Epogen ® administrations to Hawaii Medicaid patients during the period from 2006 through 2010, prior to the time of FMCH's acquisition of Liberty. See, Hawaii v. Liberty Dialysis – Hawaii, LLC et al., Case No. 15-1-1357-07 (Hawaii 1st Circuit). The State alleges that Liberty acted unlawfully by relying on incorrect and unauthorized billing guidance provided to Liberty by Xerox State Healthcare LLC, which acted as Hawaii's contracted administrator for its Medicaid program reimbursement operations during the relevant period. The amount of the overpayment claimed by the State is approximately US\$ 8 million, but the State seeks civil remedies, interest, fi nes, and penalties against Liberty and FMCH under the Hawaii False Claims Act substantially in excess of the overpayment. FMCH fi led third-party claims for contribution and indemnifi cation against Xerox. The State's False Claims Act complaint was fi led after Liberty initiated an administrative action challenging the State's recoupment of alleged overpayments from sums currently owed to Liberty. The administrative action is continuing.

SUBPOENA "TEXAS (DALLAS)"

On June 30, 2016, FMCH received a subpoena from the United States Attorney for the Northern District of Texas (Dallas) seeking information about the use and management of pharmaceuticals including Velphoro ® as well as FMCH's interactions with DaVita Healthcare Partners, Inc. FMCH understands that the subpoena relates to an investigation previously

disclosed by DaVita and that the investigation encompasses DaVita, Amgen, and Sanofi . FMCH is cooperating in the investigation.

SUBPOENA "NEVADA"

Through a further ancilliary subpoena of June 2016, the DOJ has requested further information from Fresenius Kabi USA without changing the focus of the investigation.

The Fresenius Group regularly analyzes current information including, as applicable, the Fresenius Group's defenses and insurance coverage and, as necessary, provides accruals for probable liabilities for the eventual disposition of these matters.

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

are subject to extensive review by regulatory authorities and private parties, and continuing audits, subpoenas, other inquiries, claims and litigation relating to Fresenius Group's compliance with appli cable laws and regulations. The Fresenius Group may not always be aware that an inquiry or action has begun, particularly in the case of whistleblower actions, which are initially fi led under court seal.

Other than those individual contingent liabilities mentioned in the consolidated fi nancial statements in the 2015 Annual Report and besides the purchase price obligation in the amount of € 5.76 billion for the acquisition of Quirónsalud, the current estimated amount of Fresenius Group's other known individual contingent liabilities is immaterial.

19. FINANCIAL INSTRUMENTS

VALUATION OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and fair values as well as the fair value hierarchy levels of Fresenius Group's fi nancial instruments as of September 30, 2016 and December 31, 2015, classifi ed into classes:

September 30, 2016 December 31, 2015
€ in millions Fair value
hierarchy level
Carrying
amount
Fair value Carrying
amount
Fair value
Cash and cash equivalents 1 1,185 1,185 1,044 1,044
Assets recognized at carrying amount 2 4,958 4,958 4,674 4,674
Assets recognized at fair value 1 258 258 257 257
Liabilities recognized at carrying amount 2 15,649 16,841 16,069 17,171
Liabilities recognized at fair value 2 350 350 353 353
Noncontrolling interest subject to
put provisions recognized at fair value
3 1,098 1,098 947 947
Derivatives for hedging purposes 2 315 315 358 358

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 in the 2015 Annual Report.

As of September 30, 2016, there was no indication for further possible signifi cant risks from fi nancial instruments or that a decrease in the value of Fresenius Group's fi nancing receivables (other current and non-current assets) was probable and the allowances on credit losses of fi nancing receivables are immaterial.

FAIR VALUES OF DERIVATIVE FINANCIAL INSTRUMENTS

September 30, 2016 December 31, 2015
€ in millions Assets Liabilities Assets Liabilities
Interest rate contracts (current) 0 0 2
Interest rate contracts (non-current) 0 2 0 1
Foreign exchange contracts (current) 12 14 16 6
Foreign exchange contracts (non-current) 1 1 1
Derivatives designated as hedging instruments 1 13 16 17 10
Interest rate contracts (non-current) 1 0 3
Foreign exchange contracts (current) 1 5 21 23 7
Foreign exchange contracts (non-current) 1
Derivatives embedded in the convertible bonds 0 334 0 335
Stock options to secure the convertible bonds 1 334 0 335 0
Derivatives not designated as hedging instruments 339 356 358 345

Derivatives designated as hedging instruments, foreign exchange contracts and call options to secure the convertible bonds

not designated as hedging instruments are classifi ed as derivatives for hedging purposes.

Derivative fi nancial instruments are marked to market each reporting period, resulting in carrying amounts equal to fair values at the reporting date.

Derivatives not designated as hedging instruments, which are derivatives that do not qualify for hedge accounting, are also solely entered into to hedge economic business transactions and not for speculative purposes.

Derivatives for hedging purposes as well as the derivatives embedded in the convertible bonds were recognized at gross value within other assets in an amount of € 352 million and other liabilities in an amount of € 371 million.

The current portion of derivatives indicated as assets in the preceding table is recognized within other current assets in the consolidated statement of fi nancial position, while the current portion of those indicated as liabilities is included in short-term accrued expenses and other short-term liabilities. The non-current portions indicated as assets or liabilities are recognized in other non-current assets or in long-term accrued expenses and other long-term liabilities, respectively. The derivatives embedded in the convertible bonds and the call options to secure the convertible bonds are recognized in other non-current liabilities / assets in the consolidated statement of fi nancial position.

EFFECT OF DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS ON THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Q1 – 3 / 2016
€ in millions Gain or loss recognized
in other comprehensive
income (loss)
(effective portion)
Gain or loss reclassifi ed
from accumulated other
comprehensive income
(loss) (effective portion)
Gain or loss
recognized in the
consolidated statement
of income
Interest rate contracts 2 23 0
Foreign exchange contracts - 7 1 0
Derivatives designated as hedging instruments 1 - 5 24 0
Q1 – 3 / 2015
€ in millions Gain or loss recognized
in other comprehensive
income (loss)
(effective portion)
Gain or loss reclassifi ed
from accumulated other
comprehensive income
(loss) (effective portion)
Gain or loss
recognized in the
consolidated statement
of income
Interest rate contracts - 7 28 0
Foreign exchange contracts 11 7 0
Derivatives designated as hedging instruments 1 4 35 0

The amount of gain or loss recognized in the consolidated statement

of income solely relates to the ineffective portion.

EFFECT OF DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS ON THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Derivatives not designated as hedging instruments - 26 14
Call options to secure the convertible bonds - 1 128
Derivatives embedded in the convertible bonds 1 - 128
Foreign exchange contracts - 26 14
Interest rate contracts
€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015
Gain or loss recognized in
the consolidated statement of income

Losses from foreign exchange contracts not designated as hedging instruments recognized in the consolidated statement of income are faced by gains from the under lying transactions in the corresponding amount.

The Fresenius Group expects to recognize a net amount of € 1 million of the existing losses for foreign exchange contracts deferred in accumulated other comprehensive income (loss) in the consolidated statement of income within the next 12 months. For interest rate contracts, the Fresenius Group expects to recognize € 31 million of losses in the course of normal business during the next 12 months in interest expense.

Gains and losses from foreign exchange contracts and the corresponding underlying transactions are accounted for as cost of sales, selling, general and administrative expenses and net interest. Gains and losses resulting from interest rate contracts are recognized as net interest in the consolidated statement of income.

In the fi rst three quarters of 2016 and 2015, gains in an immaterial amount for available for sale fi nancial assets were recognized in other comprehensive income (loss).

MARKET RISK

Derivative fi nancial instruments

Classifi cation

The Fresenius Group elects not to offset the fair values of derivative fi nancial instruments subject to master netting agreements in the consolidated statement of fi nancial position.

At September 30, 2016 and December 31, 2015, the Fresenius Group had € 18 million and € 37 million of derivative fi nancial assets subject to netting arrangements and € 38 million and € 19 million of derivative fi nancial liabilities subject

to netting arrangements. Offsetting these derivative fi nancial instruments would have resulted in net assets of € 11 million and € 28 million as well as net liabilities of € 31 million and € 10 million at September 30, 2016 and December 31, 2015, respectively.

Foreign exchange risk management

As of September 30, 2016, the notional amounts of foreign exchange contracts totaled € 1,737 million. These foreign exchange contracts have been entered into to hedge risks from operational business and in connection with loans in foreign currency. Foreign exchange forward contracts to hedge risks from operational business were exclusively recognized as cash fl ow hedges as of September 30, 2016. The fair value of cash fl ow hedges was - € 1 million.

As of September 30, 2016, the Fresenius Group was party to foreign exchange contracts with a maximum maturity of 21 months.

Interest rate risk management

As of September 30, 2016, the U.S. dollar denominated interest rate hedges had a notional volume of US\$ 200 million (€ 179 million) as well as a fair value of - US\$ 0.3 million (- € 0.3 million) and expire in 2021. As of September 30, 2016, the euro denominated interest rate hedges had a notional volume of € 567 million and a fair value of - € 3 million. These interest rate hedges expire in the years 2016 to 2022.

At September 30, 2016 and December 31, 2015, the Fresenius Group had losses of € 51 million and € 68 million, respectively, related to settlements of pre-hedges deferred in accumulated other comprehensive income (loss), net of tax.

20. SUPPLEMENTARY INFORMATION ON CAPITAL MANAGEMENT

The Fresenius Group has a solid fi nancial profi le. As of September 30, 2016, the equity ratio was 43.3% and the debt ratio (debt / total assets) was 33.0%. As of September 30, 2016, the leverage ratio on the basis of net debt / EBITDA at LTM average exchange rates was 2.5.

The aims of the capital management and further information can be found in the consolidated fi nancial statements in the 2015 Annual Report.

The Fresenius Group is covered by the rating agencies Moody's, Standard & Poor's and Fitch.

The following table shows the company rating of Fresenius SE & Co. KGaA:

Sept. 30, 2016 Dec. 31, 2015
Standard & Poor's
Corporate Credit Rating BBB - BBB -
Outlook stable stable
Moody's
Corporate Credit Rating Baa3 Baa3
Outlook stable stable
Fitch
Corporate Credit Rating BBB - BB +
Outlook stable stable

On July 29, 2016, Fitch has upgraded the credit rating from BB + to BBB - with a stable outlook.

  1. SUPPLEMENTARY INFORMATION ON THE CONSOLIDATED STATEMENT OF CASH FLOWS The following table provides additional information with regard to the consolidated statement of cash fl ows:
€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015
Interest paid 479 482
Income taxes paid 683 598

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

€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015
Assets acquired 583 211
Liabilities assumed - 42 - 26
Noncontrolling interest - 53 - 8
Notes assumed in connection
with acquisitions
- 115 - 27
Cash paid 373 150
Cash acquired - 23 - 4
Cash paid for acquisitions, net 350 146
Cash paid for investments,
net of cash acquired
Cash paid for intangible assets, net
120
8
70
23
Total cash paid for acquisitions and
investments, net of cash acquired,
and net purchases of intangible assets
478 239

22. NOTES ON THE CONSOLIDATED SEGMENT REPORTING

GENERAL

The consolidated segment reporting shown on pages 25 and 26 of this interim report is an integral part of the notes.

The Fresenius Group has identifi ed the business segments Fresenius Medical Care, Fresenius Kabi, Fresenius Helios and Fresenius Vamed, which corresponds to the internal organi za tional and reporting structures (Management Approach) at September 30, 2016.

The business segments were identifi ed in accordance with FASB ASC Topic 280, Segment Reporting, 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 in the 2015 Annual Report.

NOTES ON THE BUSINESS SEGMENTS

Explanations regarding the notes on the business segments can be found in the consolidated fi nancial statements in the 2015 Annual Report.

RECONCILIATION OF KEY FIGURES TO CONSOLIDATED EARNINGS

€ in millions Q1 – 3 / 2016 Q1 – 3 / 2015
Total EBIT of reporting segments 3,113 2,868
Special items 0 - 28
General corporate expenses
Corporate / Other (EBIT)
- 21 - 19
Group EBIT 3,092 2,821
Net interest - 433 - 476
Income before income taxes 2,659 2,345

RECONCILIATION OF NET DEBT WITH THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

€ in millions Sept. 30, 2016 Dec. 31, 2015
Short-term debt 966 202
Short-term debt from related parties 4
Current portion of long-term debt and
capital lease obligations
609 607
Current portion of Senior Notes 547 349
Long-term debt and capital lease
obligations, less current portion
4,833 5,502
Senior Notes, less current portion 6,725 7,267
Convertible bonds 850 838
Debt 14,530 14,769
less cash and cash equivalents 1,185 1,044
Net debt 13,345 13,725

23. STOCK OPTIONS

FRESENIUS SE & CO. KGAA STOCK OPTION PLANS

As of September 30, 2016, Fresenius SE & Co. KGaA had three stock option plans in place: the Fresenius AG Stock Option Plan 2003 (2003 Plan) which is based on convertible bonds, the stock option based Fresenius SE Stock Option Plan 2008 (2008 Plan) and the Fresenius SE & Co. KGaA Long Term Incentive Program 2013 (2013 LTIP) which is based on stock options and phantom stocks. The 2013 LTIP is the only program under which stock options can be granted.

Transactions during the fi rst three quarters of 2016 On July 25, 2016, Fresenius SE & Co. KGaA awarded 2,244,538 stock options under the 2013 LTIP, including 348,750 options to members of the Management Board of Fresenius Management SE, at an exercise price of € 66.02, a fair value of € 15.31 each and a total fair value of € 34 million, which will be amortized over the four-year vesting period. Fresenius SE & Co. KGaA also awarded 234,205 phantom stocks, including 34,574 phantom stocks granted to members of the Management Board of Fresenius Management SE, at a measurement date (September 30, 2016) fair value of € 68.18 each and a total fair value of € 16 million, which will be revalued if the fair value changes, and amortized over the four-year vesting period.

During the fi rst three quarters of 2016, Fresenius SE & Co. KGaA received cash of € 25 million from the exercise of 1,204,781 stock options.

327,862 convertible bonds were outstanding and exercisable under the 2003 Plan at September 30, 2016. The members of the Fresenius Management SE Management Board held no more convertible bonds. At September 30, 2016, out of 2,795,041 outstanding stock options issued under the 2008 Plan, 333,420 were held by the members of the Fresenius Management SE Management Board. 8,056,388 stock options issued under the 2013 LTIP were outstanding at September 30, 2016. The members of the Fresenius Management SE Management Board held 1,046,250 stock options. 1,056,569 phantom stocks issued under the 2013 LTIP were outstanding at September 30, 2016. The members of the Fresenius Management SE Management Board held 202,055 phantom stocks.

As of September 30, 2016, 3,122,903 options for ordinary shares were outstanding and exercisable. On September 30, 2016, total unrecognized compensation cost related to nonvested options granted under the 2013 LTIP was € 62 million. This cost is expected to be recognized over a weightedaverage period of 3.1 years.

FRESENIUS MEDICAL CARE AG & CO. KGAA PERFORMANCE SHARES

Fresenius Medical Care AG & Co. KGaA Long-Term Incentive Program 2016

As of May 11, 2016, the issuance of stock options and phantom stocks under the Fresenius Medical Care AG & Co. KGaA (FMC-AG & Co. KGaA) Long-Term Incentive Program 2011 (LTIP 2011) is no longer possible. In order to continue to enable the members of the Management Board, the members of the management boards of affi liated companies and managerial staff members to adequately participate in the long-term, sustained success of Fresenius Medical Care, the Management Board and the Supervisory Board of Fresenius Medical Care Management AG have approved and adopted the FMC-AG & Co. KGaA Long-Term Incentive Plan 2016 (LTIP 2016) as a successor program effective January 1, 2016.

The LTIP 2016 is a variable compensation program with long-term incentive effects. Pursuant to the LTIP 2016, the plan participants may be granted so-called "Performance Shares" annually or semiannually during 2016 to 2018. Performance Shares are non-equity, cash-settled virtual compensation instruments which may entitle plan participants to receive a cash payment depending on the achievement of pre-defi ned performance targets further defi ned below as well as FMC-AG & Co. KGaA's share price development.

For members of the Management Board, the Supervisory Board will, in due exercise of its discretion and taking into account the individual responsibility and performance of each Management Board member, determine an initial value for each grant for any awards to Management Board members. For plan participants other than the members of the Management Board, such determination will be made by the Management Board. In order to determine the number of Performance Shares each plan participant receives, their respective grant value will be divided by the value per Performance Share at the time of the grant, which is mainly determined based on the average price of FMC-AG & Co. KGaA's shares over a period of 30 calendar days prior to the respective grant date.

The number of granted Performance Shares may change over the performance period of three years, depending on the level of achievement of the following: (i) revenue growth, (ii) growth in net income attributable to shareholders of FMC-AG & Co. KGaA (net income growth) and (iii) return on invested capital (ROIC) improvement.

Revenue, net income and ROIC are determined according to IFRS in Euro based on full year results. Revenue growth and net income growth, for the purpose of this plan, are determined at constant currency.

An annual target achievement level of 100% will be reached for the revenue growth performance target if revenue growth is 7% in each individual year of the three-year performance period; revenue growth of 0% will lead to a target achievement level of 0% and the maximum target achievement level of 200% will be reached in the case of revenue growth of at least 16%. If revenue growth ranges between these values, the degree of target achievement will be linearly interpolated between these values.

An annual target achievement level of 100% for the net income growth performance target will be reached if net income growth is 7% in each individual year of the threeyear performance period. In the case of net income growth of 0%, the target achievement level will also be 0%; the maximum target achievement of 200% will be reached in the case of net income growth of at least 14%. Between these values, the degree of target achievement will be determined by means of linear interpolation.

With regard to ROIC improvement, an annual target achievement level of 100% will be reached if the target ROIC as defi ned for the respective year is reached. The target ROIC is 7.3% for 2016 and will increase by 0.2 percentage points per year to 7.5% (2017), 7.7% (2018), 7.9% (2019) and 8.1% (2020). A target achievement level of 0% will be reached if the ROIC falls below the target ROIC for the respective year by 0.2 percentage points or more, whereas the maximum target achievement level of 200% will be reached if the target ROIC for the respective year is exceeded by 0.2 percentage points or more. The degree of target achievement will be determined by means of linear interpolation if the ROIC ranges between these values. In case the annual ROIC target achievement level in the third year of a performance period is equal or higher than the ROIC target achievement level in each of the two previous years of such performance period, the ROIC target achievement level of the third year is deemed to be achieved for all years of the respective performance period.

The achievement level for each of the three performance targets will be weighted annually at one-third to determine the yearly target achievement for each year of the three-year performance period. The level of overall target achievement over the three-year performance period will then be determined on the basis of the mean of these three average yearly target achievements. The overall target achievement can be in a range of 0% to 200%.

The number of Performance Shares granted to the plan participants at the beginning of the performance period will each be multiplied by the level of overall target achievement in order to determine the fi nal number of Performance Shares.

The fi nal number of Performance Shares is generally deemed earned four years after the day of a respective grant (the vesting period). The number of such vested Performance Shares is then multiplied by the average FMC-AG & Co. KGaA share price over a period of 30 days prior to the lapse of this four-year vesting period. The respective resulting amount will then be paid to the plan participants as cash compensation.

Transactions during the fi rst three quarters of 2016 The fi rst awards under the LTIP 2016 were granted on July 25, 2016. FMC-AG & Co. KGaA awarded 633,967 Performance Shares, the equivalent in Euros at the grant date being € 49 million, including 79,888 Performance Shares or € 6 million awarded to the members of the Management Board of FMC Management AG. The fair value per Performance Share at the grant date was €76.80.

During the fi rst three quarters of 2016, 827,252 stock options were exercised. Fresenius Medical Care AG & Co. KGaA received cash of € 35.2 million upon exercise of these stock options and € 7.6 million from a related tax benefi t.

24. RELATED PARTY TRANSACTIONS

In 2015, Fresenius Medical Care provided unsecured loans to an associated company under customary conditions, which have been fully repaid as of June 30, 2016.

25. SUBSEQUENT EVENTS

There have been no signifi cant changes in the Fresenius Group's operating environment following the end of the fi rst three quarters of 2016. No other events of material importance on the assets and liabilities, fi nancial position, and results of operations of the Group have occurred following the end of the fi rst three quarters of 2016.

26. 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).

FINANCIAL CALENDAR

Report on Fiscal Year 2016 February 22, 2017
Report on 1st quarter 2017
Conference call, Live webcast May 3, 2017
Annual General Meeting, Frankfurt am Main
Live webcast of the speech of the Chairman
of the Management Board May 12, 2017
Report on 1st half 2017
Conference call, Live webcast August 1, 2017
Report on 1st – 3rd quarter 2017
Conference call, Live webcast November 2, 2017

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

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, 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 pages 25, 40, 56f., 100f. and 194 of the Annual Report 2015 of Fresenius SE & Co. KGaA . Constant currencies for income and expenses are calculated using prior year average rates; constant currencies for assets and liabilities are calculated using the mid-closing rate on the date of the respective statement of fi nancial position (cf. Annual Report 2015, page 111 in the PDF https://www.fresenius.com/fi nancial_reporting/Fresenius_GB_US_GAAP_2015_englisch.pdf).

Forward-looking statements:

This Quarterly Financial Report contains forward-looking statements. These statements represent assessments which we have made on the basis of the information available to us at the time. Should the assumptions on which the statements are based on not occur, or if risks should arise – as mentioned in the risk report in the 2015 Annual Report 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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