Fresenius SE & Co. KGaA

Investor Presentation • Oct 8, 2015

Health Care Worldwide

Goldman Sachs - EMEA Leveraged Finance Conference October 8, 2015 - London

Safe Harbor Statement

This presentation contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements contained in this presentation.

Agenda

• Company Overview
• Business Segments
• Fresenius Medical Care
• Fresenius Kabi
• Fresenius Helios
• Fresenius Vamed
• Financial Overview
• Financing Facilities and Debt Structure
• Summary and Outlook

Company Overview

Fresenius Group: A Global Leader in Health Care Products and Services

1 – Net income incl. attributable to non-controlling interest, before one-time items

Fresenius Group: Strong and Balanced Health Care Portfolio

Market Cap.⁵ €22.6 bn

• 1 Before special items
• 2 Based on market cap of FSE as of September 21, 2015
• 3 Based on consolidated market capitalization of FSE and FME as of as of September 21, 2015 and consolidated net debt as of June 30, 2015
• 4 Held by Fresenius ProServe GmbH, a wholly owned subsidiary of FSE
• 5 Based on market cap of FME as of September 21, 2015

Fresenius Group: Financial Results

Sales 5-year CAGR: 10%

EBIT¹ 5-year CAGR: 8%

Net Income1,2 5-year CAGR: 11%

1 – Before special items

2 – Incl. attributable to non-controlling interest

2015 3 – 2011 sales were adjusted by -€161m according to a U.S. GAAP accounting change. This solely relates to Fresenius Medical Care North America.

Fresenius Group: Organic Growth 1999 – 2015

Fresenius Group: Sustainable Organic Sales Growth in all Business Segments

7% 8% 6% 2% 5% 5% 5% 7% 2008 2009 2010 2011 2012 2013 2014 LTM June 2015

Fresenius Medical Care

Fresenius Helios

Fresenius Vamed

Fresenius Group: Financial Results

		H1/15	H1/14
Sales	Growth cc Growth actual rates	€13,429 m 13% 25%	€10,733 m
EBIT1	Growth cc Growth actual rates	€1,822 m 15% 30%	€1,403 m
Net income1,2	Growth cc Growth actual rates	€1,051 m 18% 33%	€788 m

1 – Before special items

2 – Incl. attributable to non-controlling interest

Fresenius Group: Financial Results by Business Segment

H1/2015	Fresenius Medical Care	Fresenius Kabi	Fresenius Helios	Fresenius Vamed
Sales Growth	\$8,159 m 10%	€2,932 m 19%	€2,774 m 10%	€463 m 16%
EBIT1 Growth	\$1,051 m 5%	€571 m 39%	€307 m 23%	€16 m 7%

1 – Before special items

Business Segments

Fresenius Medical Care: Global Market Leader in Dialysis

• World leader in dialysis products and services treating 289,610 patients in 3,421 clinics worldwide1
• Provide highest standard of patient care
• Vertical integration
• High quality products & services
• Complete therapy offerings
• Leader in growing market
• Dialysis market growing 4% cc and estimated to reach around \$100 bn by 2020
• Patient growth driven by age, life style and mortality reduction

Industry Dynamics

• ~6% global patient growth p.a.
• ~3.8 million patients by 2020 expected

^{1 –} As of June 30, 2015

Fresenius Medical Care: Market Leader in All Regions1

					Europe, Middle East, Africa
North	America			Provider	Patients	Countries
Provider	Patients	Countries			53,550	25
	177,720	2			21,300	15
	176,200	1			18,800	1
	16,050	1			13,900	18
	14,800	1			6,900	1
	12,250	1			3,590	4
	7,430	1			Other 2,660 7%	3
	Latin America				Asia Pacific
	Provider	Patients	Countries		Provider	Patients	Countries
		32,320	8			26,020	12
		8,990	2			5,100	1
		4,400	3			4,000	1
		2,370	1			3,880	5
						1,830	5
		930	1			340	1

1 – Company data and estimates, as of June 30, 2015

Fresenius Medical Care: Key Figures H1/2015

€ million \$ million	Q1/2013 H1/2015	Q1/2012 H1/2014	Growth Growth
Total Sales	8,159	7,398	+10%1
EBITDA	1,408	1,337	+5%
EBITDA margin	17.3%	18.1%
EBIT	1,051	1,001	+5%
EBIT margin	12.9%	13.5%
Net income2	450	439	+3%

1 – 8% organic growth, 9% acquisitions, -1% divestitures, -6% currency effects

2 – Net Income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA

Fresenius Medical Care: Cash Flow H1/2015

\$ million	H1/2015	H1/2014
Operating Cash Flow	832	562
Operating Cash Flow Margin	10.2%	7.6%
Capex (net)	-411	-415
Free Cash Flow (before acquisitions and dividends)	421	147
Free Cash Flow Margin	5.2%	2.0%
Free Cash Flow (after acquisitions and investments)	355	-285

Fresenius Medical Care: Leverage Ratio and Ratings

\$ million

Total debt Debt/EBITDA

Fresenius Kabi: A Worldwide Leading Hospital Supplier

• Comprehensive product portfolio for critically and chronically ill patients
• IV Drugs
• Clinical Nutrition
• Infusion Therapy
• Medical Devices / Transfusion Technology
• Global addressable market: >€29 bn
• Leading market positions
• Focus on organic growth driven by geographic product rollout and robust product pipeline
• Aim to expand the business through selective acquisitions

Emerging markets €1,672 m Europe €2,130 m North America €1,810 m 30% 38% 32% €5.6 bn

LTM June 2015 Sales by Region

Fresenius Kabi: Strong Growth Track Record & High Profitability

Fresenius Kabi: Key Figures H1/2015

€ million	H1/2015	H1/2014	Growth
Sales	2,932	2,466	1 +19%
- I.V. Drugs - Clinical Nutrition - Infusion Therapy - Medical Devices/ Transfusion Technology	1,191 772 468 501	868 662 476 460	+37% +17% -2% +9%
2 EBITDA	691	513	+35%
EBITDA margin 2 EBIT EBIT margin	23.6% 571 19.5%	20.8% 411 16.7%	+39%
3 Net income	309	217	+42%

1 – 8% organic growth, 1% acquisitions, -1% divestitures, 11% currency effects

2 – Before special items

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

Fresenius Helios: Leading Hospital Operator in Germany

• German Acute Care Hospital Market: ~€87 bn1, thereof 18% privatized
• 6% share in German Acute Care Hospital Market
• High-quality medical care, e.g., mortality rate for heart failure and pneumonia lower than German average (-30%), quality management system, transparency of medical outcomes
• Strong track record in hospital operations and acquisitions: targeting 12 − 15% EBIT margin within 6 years per individual clinic location
• Negligible bad debt ratio due to comprehensive population insurance coverage
• 1 German Federal Statistical Office 2014; total costs, gross of the German hospitals less academic research and teaching

Largest Network with 111 Hospitals

Fresenius Helios: Strong Growth Track Record & Increased Profitability

Fresenius Helios: Key Figures H1/2015

€ million	H1/2015	H1/2014	Growth
Sales	2,774	2,521	1 +10%
EBITDA2	399	344	+16%
EBITDA margin	14.4%	13.6%
EBIT2	307	250	+23%
EBIT margin	11.1%	9.9%
3 Net income	226	179	+26%

1 – 3% organic growth, 8% acquisitions, -1% divestitures

2 – Before special items

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

Fresenius Vamed: A Leading Global Specialist in Hospital Projects and Services

• Specialized in project development building hospital infrastructure and providing hospital services (technical services and operational management)
• Track record:

• 710 health care projects in 77 countries successfully completed

• Services provided to 510 hospitals and 130,000 beds globally
• Continuous demand for hospital infrastructure and operating efficiency; key markets Europe, Asia-Pacific, Africa

LTM June 2015 Sales by Business

Financial Overview

Fresenius Group: Demonstrated Strong Sales and EBITDA Growth

Fresenius Group: Key Figures H1/2015

€ million	H1/2015	H1/2014	Change actual rates	Change constant rates
Sales	13,429	10,733	+25%	+13%1
EBITDA2	2,364	1,854	+28%	+13%
EBIT2	1,822	1,403	+30%	+15%
Interest, net	-330	- 283	-17%	-4%
EBT2	1,492	1,120	+33%	+18%
2 Taxes	-441	-332	-33%	-16%
Net income3,4	1,051	788	+33%	+18%
Employees	220,339	209,933

• 1 7% organic growth, 7% acquisitions, -1% divestitures
• 2 Before special items
• 3 Net income attributable to shareholders of Fresenius SE & Co. KGaA; before special items
• 4 Incl. attributable to non-controlling interest

Fresenius Group: Cash Flow Development LTM

€ million		Operating CF	Capex	(net)		Free Cash Flow1
	LTM H1/15	LTM Margin	LTM H1/15	LTM H1/15	LTM H1/15	LTM Margin
	780	13.9%	-354	-6.3%	426	7.6%
	584	10.6%	-261	-4.7%	323	3 5.9%
	9	0.8%	-12	-1.1%	-3	-0.3%
Corporate/ Other	-24	n.a.	-11	n.a.	-35	n.a.
excl. FMC	1,349	2 11.7%	-638	-5.2%	711	2 6.5%
	1,737	12.9%	-758	-5.6%	979	7.3%
Group	3,086	11.9%	-1,396	-5.4%	1,690	6.5% Margin = in % of sales

1 – Before acquisitions and dividends 3 – Understated: 6.8% excluding €53 million of capex commitments from acquisitions

2 – Margin incl. FMC dividend

Fresenius Group: Proven Track Record of Deleveraging

1 – Pro forma acquisitions; before special items

2 – At annual average exchange rates for both net debt and EBITDA; without major acquisitions; before special items

Fresenius Group: Debt and Interest Ratios

1 - Pro forma including Fresenius Medical Care acquisitions; excluding two HELIOS hospitals

• 2 Before integration costs, disposal gains (two HELIOS hospitals) and costs for Fresenius Kabi efficiency program
• 3 Before integration costs and disposal gains (two HELIOS hospitals; Rhön stake)
• 4 Pro forma including acquired Rhön hospitals and Fresenius Medical Care acquisitions; excluding two HELIOS hospitals
• 5 At annual average exchange rates for both net debt and EBITDA; without major acquisitions; before special items

Financing Facilities and Debt Structure

Fresenius Group: Current Debt and Cash Flow Structure - June 30, 2015

Fresenius Medical Care Financing Fresenius SE Financing

• 1 External debt as of June 30, 2015
• 2 Incl. Fresenius Finance B.V. and other financing subsidiaries

• 3 Controlling stake

• 4 As held by Fresenius ProServe GmbH, a wholly owned subsidiary of

• Fresenius SE & Co. KGaA, which provides the guarantees
• 5 Incl. subsidiaries

Fresenius Group: Capitalization - June 30, 2015 & Pro Forma1

	Q2-2015			adjusted for September Issuance
	€ million	\$ million 5	€ million	\$ million 5	% of total cap	EBITDA LTM x
FSE 2013 Credit Agreement: Term Loan A	1,858	2,079	1,858	2,079	2.8%
FSE 2013 Credit Agreement: Term Loan B	439	491	439	491	0.7%
Senior Notes	3,187	3,566	2,465	2,758	3.7%
New Senior Notes			268	300	0.4%
Convertible Bonds	464	519	464	519	0.7%
Euro Notes	917	1,026	917	1,026	1.4%
Commercial Paper	130	145	584	653	0.9%
Other debt, gross	381	426	381	426	0.6%
Total Debt (FSE excl. FMC), gross	7,376	8,253	7,376	8,253	11.2%
Cash (excl. FMC)	397	444	397	444	0.6%
Total debt (FSE excl. FMC), net	6,979	7,809	6,979	7,809	10.6%
Total FMC debt, net2	7,765	8,688	7,765	8,688	11.8%
Total consolidated debt, net	14,744	16,497	14,744	16,497	22.4%	3.2x 3
Market capitalization3	51,296	57,708	51,296	57,708	77.6%	11.1x
Total capitalization	66,040	74,205	66,040	74,205	100.0%	14.3x
FSE Group EBITDA4						4,605

1 - Pro Forma Senior Notes Issuance, US\$ 300 million, as of September 25, 2015

• 2 Net of Cash and intercompany adjustments
• 3 Based on market capitalization for FSE and FMC as of September 21, 2015
• 4 Before special items

Goldman Sachs - EMEA Leveraged Finance Conference – October 8, 2015 © Copyright Page 33 5 - Exchange rate as of June 30, 2015, except for market capitalization which uses exchange rate as of September 21, 2015

Fresenius Medical Care: Debt Maturity Profile - June 30, 2015 1

1 – Based on utilization of major financing instruments

Fresenius Group excl. FMC: Debt Maturity Profile1 - June 30, 2015 Pro Forma2

Senior Notes Euro Notes (Schuldscheindarlehen) Credit Agreement Equity-neutral convertible bonds Commercial Papers

• 1 Based on utilization of major financing instruments
• 2 Pro Forma Senior Notes Issuance, US\$ 300 million, as of September 25, 2015
• 3 Further long-term refinancing planned

Fresenius Group: Debt Maturity Profile1 - June 30, 2015 Pro Forma2

1 – Based on utilization of major financing instruments

2 – Pro Forma Senior Notes Issuance, US\$ 300 million, as of September 25, 2015

Summary and Outlook

Fresenius Medical Care: Financial Outlook

	2015E	2016 Projection
Sales	5-7% 10-12%cc	7-10% cc
Net Income	0-5%	15 -20%

• The 2015 outlook and the projections for 2016 are based on current exchange rates and include savings from the Global Efficiency Program
• Potential acquisitions are not included
• The outlook is based on the execution and the operating cost investments within Care Coordination - in line with our 2020 strategy
• Topline revenue alignment for 2016 since we expect some of the initiatives in Care Coordination operations to be delayed into the following years

Fresenius Group: Increased Outlook for Fresenius Kabi

		Old	New
Fresenius Kabi	Sales growth organic EBIT growth constant currency	4% – 7% 11% – 14%	6% – 8% 18% – 21%
Fresenius Helios	Sales growth organic Sales growth reported EBIT	3% – 5% 6% – 9% €630 – 650 m
Fresenius Vamed	Sales growth organic EBIT growth	single–digit % 5% – 10%

Fresenius Group: Increased Earnings Guidance

	Old	New
Revenue growth at constant currency	7% ‒ 10%	8% ‒ 10%
Net income growth1 at constant currency	13% – 16%	18% – 21%

1 - Net income attributable to shareholders of Fresenius SE & Co.KGaA; 2015 before integration costs for hospitals of Rhön-Klinikum AG (~€10 m before tax), before costs for efficiency program at Fresenius Kabi (~€100 m before tax) and disposal gains from the divestment of two HELIOS hospitals (€34 m before tax); 2014 before special items

Fresenius Group: Ideal Strategic Posture to Benefit from Major Healthcare Trends

Aging population and higher incidence of chronic diseases World population aged 60+ will more than double by 2050 to >2 bn (OECD)

Increasing health care spending in emerging markets

Increasing health care coverage and per capita spending (e.g. India: \$157, China: \$480, vs. USA: \$8,895; WHO)

Continuing growth of generics

Approx. \$19 bn branded IV drug sales (base: 2013) go off-patent in the U.S. by 2023

Rise of private providers in health care services

Further privatization of German hospital market Global opportunity to provide dialysis services (e.g. China, India)

Fresenius Group: Attractive Mid-Term Growth Prospects Exceeding Target at Current FX Rates

• Mid-Term Target as released early 2014: ~ €30 billion sales, €1.4 to €1.5 billion net income1 by 2017
• 2017 net income target will be reached 2 years ahead of schedule; new mid-term targets in February 2016

Strong and Balanced Health Care Portfolio

1 – Excl. attributable non-controlling interest

Fresenius Group: Investment Highlights

Leading market positions

Diversified revenue base with four strong business segments

Global presence in growing, non-cyclical markets

Proven ability to integrate acquisitions

Clear track record of and commitment to de-leveraging

Strong financial performance and cash flow generation

Health Care Worldwide