Quarterly Report • May 13, 2019
Quarterly Report
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applying International Financial Reporting Standards (IFRS)
1st Quarter 2019
5 Fresenius share
51 Financial Calendar
Fresenius is a global health care group providing products and services for dialysis, hospitals, and outpatient medical care. In addition, Fresenius focuses on hospital operations. We also manage projects and provide services for hospitals and other health care facilities. In 2018, Group sales were € 33.5 billion. As of March 31, 2019, more than 283,000 employees have dedicated themselves to the service of health in about 100 countries worldwide.
| € in millions | Q1 / 2019 | Q1 / 2018 | Change | Change in constant currency |
|---|---|---|---|---|
| Sales1 | 8,517 | 7,870 | 8% | 5% |
| EBIT2 on a comparable basis | 1,111 | 1,050 | 6% | 2% |
| Net income reported 3, 4 | 453 | 440 | 3% | 0% |
| Net income on a comparable basis 2, 3 | 465 | 451 | 3% | 0% |
| Earnings per share in € reported 3, 4 | 0.81 | 0.79 | 3% | 0% |
| Earnings per share in € on a comparable basis 2, 3 | 0.84 | 0.81 | 3% | 0% |
| Operating cash fl ow 5 | 118 | 236 | - 50% |
| € in millions | March 31, 2019 5 | Dec. 31, 2018 | Change |
|---|---|---|---|
| Total assets | 59,316 | 56,703 | 5% |
| Non-current assets | 44,358 | 41,913 | 6% |
| Equity | 25,997 | 25,008 | 4% |
| Net debt | 18,999 | 16,275 | 17% |
| Investments (Q1 2019 / Q1 2018) | 2,364 | 572 | -- |
| Q1 / 2019 | Q1 / 2018 | |
|---|---|---|
| EBITDA margin 2 | 17.4% | 17.7% |
| EBIT margin 2 | 13.0% | 13.3% |
| Depreciation and amortization in % of sales 5 | 4.3% | 4.3% |
| Operating cash fl ow in % of sales 5 | 1.4% | 2.9% |
| Equity ratio 5 (March 31/ December 31) |
43.8% | 44.1% |
| Net debt / EBITDA5,6,7 (March 31 / December 31) | 3.09 | 2.71 |
3 Net income attributable to shareholders of Fresenius SE & Co. KGaA 4
7
Both net debt and EBITDA calculated at expected annual average exchange rates; excluding further potential acquisitions Before special items
1 On a comparable basis: Q1 / 18 adjusted for divestitures of Care Coordination activities at FMC; Q1 / 19 adjusted for IFRS 16 effect
2 On a comparable basis: Q1 / 18 adjusted for divestitures of Care Coordination activities at FMC; Q1 / 19 before special items and adjusted for IFRS 16 effect
After special items; Q1 / 19 including IFRS 16 effect 5 Q1 / 19 adjusted for IFRS 16 effect
6
| € in millions | Q1/ 20191 | Q1 / 20182 | Change | Change in constant currency |
|---|---|---|---|---|
| Sales | 4,125 | 3,725 | 11% | 6% |
| EBIT | 551 | 506 | 9% | 4% |
| Net income 3 | 318 | 296 | 8% | 3% |
| Operating cash fl ow 6 | - 65 | - 45 | - 44% | |
| Investments / Acquisitions | 2,036 | 405 | -- | |
| R & D expenses | 34 | 32 | 5% | |
| Employees (March 31 / Dec. 31) | 125,643 | 120,328 | 4% | |
FRESENIUS KABI – IV drugs, Biosimilars, Clinical nutrition, Infusion therapy, Medical devices / Transfusion technology
| € in millions | Q1 / 2019 | Q1 / 2018 | Change | Change in constant currency |
|---|---|---|---|---|
| Sales | 1,701 | 1,603 | 6% | 4% |
| EBIT 4 | 303 | 268 | 13% | 7% |
| Net income 4, 5 | 203 | 170 | 19% | 12% |
| Operating cash fl ow 6 | 132 | 226 | -42% | |
| Investments / Acquisitions | 180 | 78 | 131% | |
| R & D expenses | 121 | 127 | - 5% | |
| Employees (March 31 / Dec. 31) | 38,764 | 37,843 | 2% |
| € in millions | Q1 / 2019 | Q1 / 2018 | Change | Change adjusted 7 |
|---|---|---|---|---|
| Sales | 2,311 | 2,331 | - 1% | 4% |
| EBIT 6 | 266 | 278 | -4% | - 3% |
| Net income 5, 6 | 176 | 191 | -8% | |
| Operating cash fl ow 6 | 91 | 97 | - 6% | |
| Investments / Acquisitions | 118 | 73 | 62% | |
| Employees (March 31 / Dec. 31) | 100,648 | 100,144 | 1% |
FRESENIUS VAMED – Projects and services for hospitals and other health care facilities, post-acute care provider
| € in millions | Q1 / 2019 | Q1 / 2018 | Change | Change adjusted 8 |
|---|---|---|---|---|
| Sales | 440 | 249 | 77% | 33% |
| EBIT 6 | 11 | 6 | 83% | 17% |
| Net income 6, 9 | 6 | 4 | 50% | |
| Operating cash fl ow 6 | -23 | - 42 | 45% | |
| Investments / Acquisitions | 6 | 8 | - 25% | |
| Order intake | 383 | 260 | 47% | |
| Employees (March 31 / Dec. 31) | 17,580 | 17,299 | 2% |
1 On an adjusted basis: before expenses associated with the cost optimization program, the IFRS 16 effect, excluding effects from NxStage transaction
2 Q1 / 18 adjusted for divestitures of Care Coordination activities
3 Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA 4 On a comparable basis: before special items and adjusted for IFRS 16 effect
5 Net income attributable to shareholders of Fresenius SE & Co. KGaA
6 Q1 / 19 adjusted for IFRS 16 effect
7 Adjusted for the post-acute care business transferred to Fresenius Vamed as of July 1, 2018 8 Adjusted for German post-acute care business acquired from Fresenius Helios as of July 1, 2018
9 Net income attributable to shareholders of VAMED AG
With an increase of 17% since the beginning of the year, the Fresenius share significantly outperformed the DAX.
The global economy slowed down in the fi rst quarter of 2019. The Brexit remains one of the biggest risks for the euro zone. The economy in the euro zone is expected to grow by 1.3% this year (previously 1.9%), according to the latest ECB forecast. The ECB left their base rate unchanged during its March meeting.
The Federal Reserve's latest forecast projects the U.S. economy to grow by 2.1% in 2019. The U.S. Federal Reserve, did not change the existing interest rates corridor of 2.25% to 2.50% at its May meeting.
Within this economic environment, the DAX increased by 9% in the fi rst quarter of 2019 to 11,526 points. The Fresenius share closed at € 49.76 on March 31, 2019. This represents an increase of 17% over the closing price of 2018.

| Q1 / 2019 | 2018 | Change | |
|---|---|---|---|
| Number of shares (March 31 / December 31) | 556,322,791 | 556,225,154 | 0% |
| Quarter-end quotation in € | 49.76 | 42.38 | 17% |
| High in € | 50.12 | 70.94 | - 29% |
| Low in € | 41.20 | 38.99 | 6% |
| Ø Trading volume (number of shares per trading day) | 1,763,417 | 1,648,837 | 7% |
| Market capitalization, € in millions (March 31 / December 31) | 27,683 | 23,573 | 17% |
| Q1 / 2019 1 | |||||
|---|---|---|---|---|---|
| On a comparable basis 2 |
Before special items and incl. IFRS 16 effect |
Growth 2, 3 | Growth 2, 3 in constant currency |
||
| Sales | € 8.5 billion | € 8.5 billion | 8% | 5% | |
| EBIT | € 1,111 million | € 1,130 million | 6% | 2% | |
| Net income 4 | € 465 million | € 457 million | 3% | 0% |
1 Before special items 2
Adjusted for IFRS 16 effect 3 Q1 / 18 adjusted for divestitures of Care Coordination activities at FMC
4 Net income attributable to shareholders of Fresenius SE & Co. KGaA
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.
Group sales were € 8,495 million including an IFRS 16 effect of - € 22 million. Group sales1 on a comparable basis increased by 8% (5% in constant currency) to € 8,517 million (Q1 / 18: € 7,870 million). Organic sales growth was 5%. Acquisitions/ divestitures contributed net 0% to growth. Positive currency
| € in millions | Q1 / 2019 | Q1 / 2018 |
|---|---|---|
| EBIT 1 | 1,111 | 1,050 |
| Net income 1, 2 | 465 | 451 |
| Net income (before special items) 2 | 457 | 450 |
| Earnings per share 1, 2 | 0.84 | 0.81 |
| Earnings per share (before special items) 2 | 0.82 | 0.81 |
translation effects of 3% were mainly driven by the appreciation of the U.S. dollar against the euro.
Group EBITDA before special items was € 1,701 million including an IFRS 16 effect of € 220 million. Group EBITDA1 on a comparable basis increased by 6% (3% in constant currency) to € 1,481 million (Q1 / 18: € 1,394 million).
Group EBIT before special items was € 1,130 million including an IFRS 16 effect of € 19 million. Group EBIT 1 on a comparable basis increased by 6% (2% in constant currency) to € 1,111 million (Q1 / 18: € 1,050 million). The EBIT margin1 on a comparable basis was 13.0% (Q1 / 18: 13.3%). Reported Group EBIT 3 was € 1,115 million.
Group net interest before special items was - € 181 million including an IFRS 16 effect of - € 48 million. On a comparable basis, net interest1 improved to - € 133 million (Q1 / 18: - € 139 million) mainly due to lower rates for refi nancing activities. Reported Group net interest was - € 184 million.
Group tax rate before special items and adopting IFRS 16 was 23.3%. Group tax rate1 on a comparable basis was 23.4% (Q1 / 18: 20.9%). The prior-year was positively infl uenced by one-time effects related to the adoption of the U.S. tax reform.
| € in millions | Q1 / 2019 4 | Q1 / 2018 | Change at actual rates |
Currency trans lations effects |
Change in constant currency |
Organic growth |
Acquisitions / divestitures |
% of total sales |
|---|---|---|---|---|---|---|---|---|
| North America | 3,514 | 3,096 5 | 14% | 9% | 5% | 4% | 1% | 41% |
| Europe | 3,741 | 3,589 | 4% | -1% | 5% | 4% | 1% | 44% |
| Asia-Pacifi c | 825 | 743 | 11% | 3% | 8% | 8% | 0% | 10% |
| Latin America | 337 | 329 | 2% | -14% | 16% | 16% | 0% | 4% |
| Africa | 100 | 113 | -12% | -3% | -9% | -9% | 0% | 1% |
| Total | 8,517 | 7,870 5 | 8% | 3% | 5% | 5% | 0% | 100% |
| € in millions | Q1 / 2019 | Q1 / 2018 | Change at actual rates |
Currency trans lations effects |
Change in constant currency |
Organic growth |
Acquisitions / divestitures |
% of total sales |
|---|---|---|---|---|---|---|---|---|
| Fresenius Medical Care | 4,155 | 3,725 5 | 12% | 6% | 6% | 6% | 0% | 49% |
| Fresenius Kabi | 1,701 | 1,603 | 6% | 2% | 4% | 4% | 0% | 20% |
| Fresenius Helios | 2,311 | 2,331 | - 1% | 0% | - 1% | 4% | - 5% | 27% |
| Fresenius Vamed | 440 | 249 | 77% | 0% | 77% | 31% | 46% | 4% |
| Total | 8,517 | 7,8705 | 8% | 3% | 5% | 5% | 0% | 100% |
1 On a comparable basis: Q1 / 19 before special items and adjusted for IFRS 16 effect; Q1 / 18 adjusted for divestitures of Care Coordination activities at FMC
2 Net income attributable to shareholders of Fresenius SE & Co. KGaA
3 After special items and including IFRS 16 effect
4 Adjusted for IFRS 16 effect
5 Q1 / 18 adjusted for divestitures of Care Coordination activities at FMC (- € 251 million)
Noncontrolling interest before special items was € 271 million including an IFRS 16 effect of € 13 million. Noncontrolling interest1 on a comparable basis was € 284 million (Q1 / 18: € 270 million), of which 94% was attributable to the noncontrolling interest in Fresenius Medical Care.
Group net income2 before special items was € 457 million including an IFRS 16 effect of - € 8 million. Group net income1, 2 on a comparable basis increased by 3% (0% in constant currency) to € 465 million (Q1 / 18: € 451million). Reported Group net income 2, 3 was € 453 million.
Earnings per share 2 before special items was € 0.82 including an IFRS 16 effect of - € 0.02. Earnings per share 1, 2 on a comparable basis increased by 3% (0% in constant currency) to € 0.84 (Q1 / 18: € 0.81). Reported Earnings per share 2, 3 was € 0.81.
Consolidated results for Q1 / 19 include special items relating to the acquisition of NxStage and the cost optimization program of Fresenius Medical Care. Furthermore, special items due to the revaluation of biosimilars contingent liabilities as well as the terminated merger agreement with Akorn, Inc. are included in net income attributable to shareholders of Fresenius SE & Co. KGaA. With regard to the latter, these mainly comprise transaction costs in the form of legal and consulting expenses. For a detailed overview of special items and adjustments please see the reconciliation tables on pages 18-22.
2019 is an investment year for the Fresenius Group. Fresenius is making good progress in all of its investment initiatives to secure long-term sustainable growth. Spending on property, plant and equipment was € 441 million (Q1 / 18: € 380 million), primarily for the modernization and expansion of dialysis clinics, production facilities as well as hospitals and day clinics. This corresponds to 5% of sales.
Total acquisition spending was € 1,923 million (Q1 / 18: € 192 million), mainly for the acquisition of NxStage.
Group operating cash fl ow was € 289 million including an IFRS 16 effect of € 171 million. On a comparable basis, Group operating cash fl ow was € 118 million (Q1 / 18: € 236 million) with a margin of 1.4% (Q1 / 18: 2.9%). After a strong Q4/18, operating cash fl ow was impacted by working capital changes at Fresenius Kabi, for example by some phasing of payments and stockbuild to prepare for a possible Brexit. Moreover, as in previous years' fi rst quarters, operating cash fl ow was infl uenced by the seasonality in invoicing at Fresenius Medical Care North America. Fresenius does not expect these temporary effects to have a signifi cant impact on FY / 19 cash fl ow.
| € in millions | Q1 / 2019 | Q1 / 2018 | thereof property, plant and equipment |
thereof acquisitions |
Change | % of total |
|---|---|---|---|---|---|---|
| Fresenius Medical Care | 2,036 | 405 | 201 | 1,835 | -- | 86% |
| Fresenius Kabi | 180 | 78 | 121 | 59 | 131% | 8% |
| Fresenius Helios | 118 | 73 | 89 | 29 | 62% | 5% |
| Fresenius Vamed | 6 | 8 | 6 | 0 | - 25% | 0% |
| Corporate / Other | 24 | 8 | 24 | 0 | 200% | 1% |
| Total | 2,364 | 572 | 441 | 1.923 | -- | 100% |
1 On a comparable basis: Q1 / 19 before special items and adjusted for IFRS 16 effect; Q1 / 18 adjusted for divestitures of Care Coordination activities at FMC
2 Net income attributable to shareholders of Fresenius SE & Co. KGaA
After special items and including IFRS 16 effect
3
Given the effects described above in combination with increasing investments, free cash fl ow before acquisitions and dividends adjusted for IFRS 16 was - € 339 million (Q1 / 18: - € 155 million). Free cash fl ow after acquisitions and dividends adjusted for IFRS 16 was - € 2,282 million (Q1 / 18: - € 389 million). The IFRS 16 effect amounts to € 171 million respectively. Correspondingly, cash fl ow from fi nancing activities declined by € 171 million.
The Group's total assets were € 64,985 million including an IFRS 16 effect of € 5,669 million. Adjusted for IFRS 16, Group total assets increased by 5% (3% in constant currency) to € 59,316 million (Dec. 31, 2018: € 56,703 million). Current assets1 grew by 1% (0% in constant currency) to € 14,958 million (Dec. 31, 2018: € 14,790 million). Non-current assets 1 increased by 6% (5% in constant currency) to € 44,358 million (Dec. 31, 2018: € 41,913 million).
Total shareholders' equity was € 25,830 million including an IFRS 16 effect of - € 167 million. Adjusted for IFRS 16, total shareholders' equity 1 increased by 4% (2% in constant currency) to € 25,997 million (Dec. 31, 2018: € 25,008 million).
The equity ratio was 39.7%. Adjusted for IFRS 16, the equity ratio was 43.8% (Dec. 31, 2018: 44.1%).
Group debt was € 26,378 million including an IFRS 16 effect of € 5,836 million. Adjusted for IFRS 16, Group debt increased by 8% to € 20,542 million (8% in constant currency) (Dec. 31, 2018: € 18,984 million). Group net debt was € 24,835 million including an IFRS 16 effect of € 5,836 million. Adjusted for IFRS 16, Group net debt increased by 17% (16% in constant currency) to € 18,999 million (Dec. 31, 2018: € 16,275 million) mainly due to the acquisition of NxStage by Fresenius Medical Care and the negative free cash fl ow.
As of March 31, 2019, the net debt / EBITDA ratio increased to 3.09 1,2,3 (December 31, 2018: 2.71 2, 3). Excluding the acquisition of NxStage the net debt/ EBITDA ratio was 2.831,2,3 as of March 31, 2019. Including the IFRS 16 effect, the reported net debt / EBITDA ratio increased to 3.53 2, 3.
| € in millions | Q1 / 2019 | Q1 / 2018 | Change |
|---|---|---|---|
| Net income | 735 | 698 | 5% |
| Depreciation and amortization | 370 | 349 | 6% |
| Change working capital | - 987 | - 811 | - 22% |
| Operating cash fl ow | 118 | 236 | - 50% |
| Capital expenditure, net | - 457 | - 391 | - 17% |
| Cash fl ow before acquisitions and dividends | - 339 | - 155 | - 119% |
| Cash used for acquisitions, net | -1,900 | - 189 | -- |
| Dividends paid | - 43 | - 45 | 4% |
| Free cash fl ow after acquisitions and dividends | - 2,282 | - 389 | -- |
| Cash provided by / used for fi nancing activities | 1,083 | 254 | -- |
| Effect of exchange rates on change in cash and cash equivalents | 33 | - 17 | -- |
| Net change in cash and cash equivalents | - 1,166 | - 152 | -- |
1 Adjusted for IFRS 16 effect
2 At LTM average exchange rates for both net debt and EBITDA; pro forma closed acquisitions /divestitures 3 Before special items
Fresenius Medical Care is the world's largest provider of products and services for individuals with renal diseases. As of March 31, 2019, Fresenius Medical Care was treating 336,716 patients in 3,971 dialysis clinics. Along with its core business, the company provides related medical services in the fi eld of Care Coordination.
| € in millions | Q1 / 2019 1 | Q1 / 2018 2 | Change | Change in constant currency |
|---|---|---|---|---|
| Sales | 4,125 | 3,725 | 11% | 6% |
| EBITDA | 738 | 676 | 9% | 4% |
| EBIT | 551 | 506 | 9% | 4% |
| Net income 3 | 318 | 296 | 8% | 3% |
| Employees (March 31 / December 31) | 125,643 | 120,328 | 4% |
.
Adjusted for the Q1 / 18 contribution from the divested Care Coordination activities, the effect of the adoption of the IFRS 16 accounting standard ("IFRS 16 effect") and the contribution from NxStage, sales increased by 11% (6% at constant currency) to € 4,125 million (Q1 / 18: € 3,725 million). Organic sales growth was 6%. Positive currency translation effects of 5% were mainly related to the appreciation of the U.S. dollar against the euro.
Health Care Services sales 1, 2 increased by 12% (6% at constant currency) to € 3,316 million (Q1 / 18: € 2,958 million). Health Care Products sales 1, 2 increased by 5% (4% at constant currency) to € 809 million (Q1 / 18: € 767 million).
In North America, sales 1, 2 increased by 14% (5% in constant currency) to € 2,879 million (Q1 / 18: € 2,523 million). Health Care Services sales 1, 2 increased by 14% (6% in constant currency) to € 2,679 million (Q1 / 18: € 2,339 million)
1 On an adjusted basis: before expenses associated with the cost optimization program, the IFRS 16 effect, excluding effects from NxStage transaction
2 Q1 / 18 adjusted for divestitures of Care Coordination activities 3 Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA Sales 2 outside North America increased by 4% (6% in constant currency) to € 1,246 million (Q1 / 18: € 1,202 million). Health Care Services sales 2 increased by 3% (8% in constant currency) to € 637 million (Q1 / 18: € 619 million). Health Care Product sales 2 adjusted increased by 4% (5% in constant currency) to € 609 million (Q1 / 18: € 583 million).
Fresenius Medical Care's EBIT 3 increased by 9% (4% in constant currency) to € 551 million (Q1 / 18: € 506 million). The EBIT margin 3 decreased to 13.4% (Q1 / 18: 13.6%).
Net income 1, 3 increased by 8% (3% in constant currency) to € 318 million (Q1 / 18: € 296 million).
Operating cash fl ow was € 76 million (Q1 / 18: - € 45 million) with a margin of 1.8% (Q1 / 18: -1.1%). The increase was mainly driven by the adoption of the IFRS 16 accounting standard leading to a reclassifi cation of the repayment portion of rent to fi nancing activities (€ 141 million). Adjusted for the IFRS 16 effect, operating cash fl ow was - € 65 million.
| Q1 / 2019 | ||||
|---|---|---|---|---|
| € in millions | Before special items adjusted for IFRS 16 effect 4, 5 IFRS 16 effect |
Before special items according to IFRS 16 4 |
||
| Sales | 4,125 | -22 | 4,103 | |
| EBITDA | 738 | 184 | 922 | |
| EBIT | 551 | 17 | 568 | |
| Net income 1 | 318 | -18 | 300 | |
| Operating cash fl ow | -65 | 141 | 76 | |
For FY / 19, Fresenius Medical Care expects adjusted sales to grow by 3% to 7% 2, 6 in constant currency. Net income 1 is expected to develop in the range of -2% to +2% 3, 7 in constant currency.
For further information, please see Fresenius Medical Care's Investor News at www.freseniusmedicalcare.com.
1 Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
3 FY / 18 before special items and after adjustments; FY/ 19 before special items (before transaction-related expenses, expenses associated with the cost optimization program),
adjusted for IFRS 16 effect, excluding effects from NxStage transaction 4
Before special items (operating cash fl ow after special items) 5
Adjusted for IFRS 16 effect 6 FY / 18 base: € 16,026 million
7 FY / 18 base: € 1,341 million
2 FY / 18 adjusted for divestitures of Care Coordination activities; FY / 19 adjusted for IFRS 16 effects, excluding effects from NxStage transaction
Fresenius Kabi offers intravenously administered generic drugs, clinical nutrition and infusion therapies for seriously and chronically ill patients in the hospital and outpatient environments. The company is also a leading supplier of medical devices and transfusion technology products. In the biosimilars business, Fresenius Kabi is developing products with a focus on oncology and autoimmune diseases.
| € in millions | Q1 / 2019 | Q1 / 2018 | Change | Change in constant currency |
|---|---|---|---|---|
| Sales | 1,701 | 1,603 | 6% | 4% |
| EBITDA 1 | 378 | 338 | 12% | 7% |
| EBIT 1 | 303 | 268 | 13% | 7% |
| Net income 1, 2 | 203 | 170 | 19% | 12% |
| Employees (March 31 / December 31) | 38,764 | 37,843 | 2% |
Sales increased by 6% (4% in constant currency) to € 1,701 million (Q1 / 18: € 1,603 million). Organic sales growth was 4%. Positive currency translation effects of 2% were mainly related to the appreciation of the U.S. dollar against the euro.
Sales in Europe grew by 3% (organic growth: 3%) to € 573 million (Q1 / 18: € 557 million). Sales in North America increased by 5% (decreased organically by 2% from a high prior-year basis) to € 623 million (Q1 / 18: € 591 million). Sales in Asia-Pacifi c increased by 13% (organic growth: 11%) to € 341 million (Q1 / 18: € 301 million). Sales in Latin America / Africa increased by 6% (organic growth: 18%) to € 164 million (Q1 / 18: € 154 million).
EBIT 1 increased by 13% (7% in constant currency) to € 303 million (Q1 / 18: € 268 million) with an EBIT margin1 of 17.8% (Q1 / 18: 16.7%).
Net income1, 2 increased by 19% (12% in constant currency) to € 203 million (Q1 / 18: € 170 million).
Operating cash fl ow3 was € 132 million (Q1 / 18: € 226 million). After a strong Q4/18, operating cash fl ow was impacted by working capital changes, for example by some phasing of payments and stockbuild to prepare for a possible Brexit. The cash fl ow margin was 7.8% (Q1 / 18: 14.1%).
Fresenius Kabi confi rms its outlook for FY / 19 and expects organic sales growth4 of 3% to 6% and EBIT growth5 in constant currency of 3% to 6%.
| Q1 / 2019 | ||||
|---|---|---|---|---|
| € in millions | Before special items adjusted for IFRS 16 effect 3 IFRS 16 effect |
Before special items according to IFRS 16 |
||
| Sales | 1,701 | - | 1,701 | |
| EBITDA | 378 | 16 | 394 | |
| EBIT | 303 | 1 | 304 | |
| Net income 2 | 203 | -1 | 202 | |
| Operating cash fl ow | 132 | 13 | 145 | |
2 Net income attributable to shareholders of Fresenius SE & Co. KGaA 3 Adjusted for IFRS 16 effect, before special items (operating cash fl ow after special items)
1 On a comparable basis: before special items and adjusted for IFRS 16 effect
4 On a comparable basis: FY / 18 base: € 6,544 million; FY / 19 before special items (acquisition-related expenses, revaluations of biosimilars contingent
Fresenius Helios is Europe's leading private hospital operator. The company comprises Helios Germany and Helios Spain (Quirónsalud). Helios Germany operates 86 hospitals, ~125 outpatient centers and treats approximately 5.3 million patients annually. Quirónsalud operates 47 hospitals, 56 outpatient centers and around 300 occupational risk prevention centers, and treats approximately 13.3 million patients annually.
| € in millions | Q1 / 2019 | Q1 / 2018 | Change | Change adjusted 1 |
|---|---|---|---|---|
| Sales | 2,311 | 2,331 | -1% | 4% |
| EBITDA 2 | 355 | 376 | -6% | |
| EBIT 2 | 266 | 278 | -4% | - 3% |
| Net income 2, 3 | 176 | 191 | -8% | |
| Employees (March 31 / December 31) | 100,648 | 100,144 | 1% |
Sales decreased by 1% (increased by 4% 1 ; organic growth: 4%) to € 2,311 million (Q1 / 18: € 2,331 million).
Sales of Helios Germany decreased by 6% (increased by 1% 1 ; organic growth: 2%) to € 1,485 million (Q1 / 18: € 1,574 million). Sales were impacted by a decline in admissions in Germany, partially due to the transfer of the post-acute care business from Helios to Vamed, a shortage of nurses at selected intensive care units and a less pronounced fl u season. The admission decline was more than compensated by positive price effects.
Helios Spain increased sales by 9% (organic growth: 9%) to € 826 million (Q1 / 18: € 757 million), mainly driven by the private sector. The occupational risk prevention business also had a valuable contribution. Performance in Q1 / 18 was impacted by the Easter holidays.
EBIT 2 of Fresenius Helios decreased by 4% (-3% 1 ) to € 266 million (Q1 / 18: € 278 million) with an EBIT margin of 11.5% (Q1 / 18: 11.9%).
EBIT 2 of Helios Germany decreased by 16% (-14% 1 ) to € 149 million (Q1 / 18: € 177 million). The EBIT margin improved sequentially by 50 bps to 10.0% (Q4/18: 9.5%). The development of Helios Germany is impacted by the admissions
decline and the investments for preparatory structural measures.
EBIT 2 of Helios Spain increased by 16% to € 119 million (Q1 / 18: € 103 million), mainly due to the strong operating performance with an EBIT margin of 14.4% (Q1 / 18: 13.6%).
Net income 2, 3 decreased by 8% to € 176 million (Q1 / 18: € 191 million).
Operating cash fl ow 2 was € 91 million (Q1 / 18: € 97 million) with a margin of 3.9% (Q1 / 18: 4.2%). The decrease is mainly attributable to the increase in days sales outstanding (DSO).
Fresenius Helios confi rms its outlook for FY / 19 and expects organic sales growth of 2% to 5% and an EBIT 2 growth of -5% to -2%.
| Q1 / 2019 | |||
|---|---|---|---|
| Before special items adjusted for IFRS 16 2 |
IFRS 16 effect | Before special items according to IFRS 16 |
|
| 2,311 | - | 2,311 | |
| 355 | 15 | 370 | |
| 266 | 2 | 268 | |
| 176 | -2 | 174 | |
| 91 | 12 | 103 | |
1 Adjusted for the post-acute care business transferred to Fresenius Vamed as of July 1, 2018
2 Adjusted for IFRS 16 effect 3 Net income attributable to shareholders of Fresenius SE & Co. KGaA
Fresenius Vamed manages projects and provides services for hospitals and other health care facilities worldwide and is a post-acute care provider in Central Europe. The portfolio ranges along the entire value chain: from project development, planning, and turnkey construction, via maintenance and technical management, to total operational management.
| € in millions | Q1 / 2019 | Q1 / 2018 | Change | Change adjusted1 |
|---|---|---|---|---|
| Sales | 440 | 249 | 77% | 33% |
| EBITDA 2 | 20 | 9 | 122% | |
| EBIT 2 | 11 | 6 | 83% | 17% |
| Net income 2,3 | 6 | 4 | 50% | |
| Employees (March 31 / December 31) | 17,580 | 17,299 | 2% |
Sales increased by 77% (33%1 ) to € 440 million (Q1 / 18: € 249 million). Organic sales growth was 31%, acquisitions contributed 2% to growth. Both the project and the service business showed strong momentum. Sales of the project business increased by 17% to € 108 million (Q1 / 18: € 92 million). Sales in the service business grew by 111% (41%1 ) to € 332 million (Q1 / 18: € 157 million), supported by an intensifi ed collaboration with Fresenius Helios.
In Q1 / 19, EBIT 2 increased by 83% (83%2 in constant currency) to € 11 million (Q1 / 18: € 6 million) with an EBIT margin of 2.5% (Q1 / 18: 2.4%). EBIT 2 additionally adjusted for the acquisition of the German post-acute care business was € 7 million with an EBIT margin of 2.1%.
Net income 2, 3 increased by 50% to € 6 million (Q1 / 18: € 4 million).
Order intake increased by 47% to € 383 million (Q1 / 18: € 260 million). As of March 31, 2019, order backlog reached a new all-time high of € 2,698 million (Dec 31, 2018: € 2,420 million).
Operating cash fl ow2 increased by 45% to €-23 million (Q1 / 18: €-42 million) with a margin of -5.2% (Q1 / 18: -16.9%).
Fresenius Vamed confi rms its outlook for FY / 19 and expects organic sales growth of ~10% and EBIT growth2 of 15% to 20%.
| Q1 / 2019 | ||||
|---|---|---|---|---|
| € in millions | Before special items adjusted for IFRS 16 effect 2 |
Before special items according to IFRS 16 |
||
| Sales | 440 | - | 440 | |
| EBITDA | 20 | 9 | 29 | |
| EBIT | 11 | 1 | 12 | |
| Net income 3 | 6 | - | 6 | |
| Operating cash fl ow | - 23 | 8 | -15 |
1 Adjusted for German post-acute care business acquired from Fresenius Helios as of July 1, 2018 2 Adjusted for IFRS 16 effect
3 Net income attributable to shareholders of VAMED AG
As of March 31, 2019, the number of employees was 283,795 (Dec. 31, 2018: 276,750).
| Number of employees | March 31, 2019 |
December 31, 2018 |
Change |
|---|---|---|---|
| Fresenius Medical Care | 125,643 | 120,328 | 4% |
| Fresenius Kabi | 38,764 | 37,843 | 2% |
| Fresenius Helios | 100,648 | 100,144 | 1% |
| Fresenius Vamed | 17,580 | 17,299 | 2% |
| Corporate / Other | 1,160 | 1,136 | 2% |
| Total | 283,795 | 276,750 | 3% |
Product and process development as well as the improvement of therapies are at the core of our growth strategy. Fresenius focuses its R & D efforts on its core competencies in the following areas:
Apart from new products, we are concentrating on developing optimized or completely new therapies, treatment methods, and services.
RESEARCH AND DEVELOPMENT EXPENSES BY BUSINESS SEGMENT
| € in millions | Q1 / 2019 | Q1 / 2018 | Change |
|---|---|---|---|
| Fresenius Medical Care | 34 | 32 | 5% |
| Fresenius Kabi 1 | 121 | 127 | -5% |
| Fresenius Helios | – | – | -- |
| Fresenius Vamed | 0 | 0 | |
| Corporate / Other | 0 | 0 | |
| Total 1 | 155 | 159 | - 3% |
1 Before revaluations of biosimilars contingent liabilities
Compared to the presentation in the consolidated fi nancial statements and the management report as of December 31, 2018 applying Section 315e HGB in accordance with IFRS, there have been no material changes in Fresenius' overall opportunities and risk situation in the fi rst quarter of 2019.
In the ordinary course of Fresenius Group's operations, the Fresenius Group is subject to litigation, arbitration as well as external and internal investigations relating to various aspects of its business.
For example, Fresenius is currently investigating payments made by one of its subsidiaries in three Asian countries to assess whether these payments were in compliance with applicable anti-money laundering and anti-corruption regulations.
The Fresenius Group regularly analyzes current information about such matters for probable losses and provides accruals for such matters, including estimated expenses for legal services, as appropriate.
We report on legal proceedings, currency and interest risks on pages 44 to 48 in the Notes of this report.
Fresenius is covered by the rating agencies Moody's, Standard & Poor's and Fitch.
The following table shows the company rating of Fresenius SE & Co. KGaA:
| Standard & Poor's |
Moody's | Fitch 1 | |
|---|---|---|---|
| Company rating | BBB - | Baa3 | BBB - |
| Outlook | positive | stable | stable |
After closing the NxStage acquisition on February 21, the related sales and earnings contributions are now included in the Group guidance. Despite the expected earnings dilution from NxStage, Fresenius confi rms its FY / 19 guidance. Fresenius projects sales growth of 3% to 6% 1 in constant currency. Net income 2,3 growth is expected to be ~0% in constant currency.
Including the NxStage acquisition which is increasing the net debt / EBITDA ratio in 2019 by ~30 basis points and excluding IFRS 16, Fresenius now expects year-end 2019 net debt / EBITDA ratio 4 to be at the upper-end of the original self-imposed target corridor of 2.5x to 3.0x.
Due to the adoption of the IFRS 16 accounting standard, Fresenius increases its self-imposed target corridor of 2.5x to 3.0x net debt / EBITDA to 3.0x to 3.5x.
For FY / 19, Fresenius Medical Care expects adjusted sales to grow by 3% to 7% 5,6 in constant currency. Net income 7 is expected to develop in the range of -2% to +2% 8,9 in constant currency.
Fresenius Kabi confi rms its outlook for FY / 19 and expects organic sales growth 10 of 3% to 6% and EBIT growth 11 in constant currency of 3% to 6%.
Fresenius Helios confi rms its outlook for FY / 19 and expects organic sales growth of 2% to 5% and an EBIT 12 growth of -5% to -2%.
Fresenius Vamed confi rms its outlook for FY / 19 and expects organic sales growth of ~10% and EBIT growth 12 of 15% to 20%.
2019 is an investment year for the Fresenius Group. Fresenius is making good progress in all of its investment initiatives to secure long-term sustainable growth. The Group plans to invest around 7% of sales in property, plant and equipment.
revaluations of biosimilars contingent liabilities) and adjusted for IFRS 16 effect 12 Adjusted for IFRS 16 effect
1 On a comparable basis: FY / 18 base: € 33,009 million; FY / 18 adjusted for divestitures of Care Coordination activities at FMC (H1 / 18); FY / 19: adjusted for IFRS 16 effect 2 Net income attributable to shareholders of Fresenius SE & Co. KGaA
3 On a comparable basis: FY / 18 base: € 1,872 million; FY / 18 before special items and adjusted for divestitures of Care Coordination activities at FMC (H1 / 18); FY / 19: before special items (transaction-related expenses, expenses associated with the cost optimization program at FMC, revaluations of biosimilars contingent liabilities);
| Targets 2019 | Fiscal year 2018 | New guidance | |
|---|---|---|---|
| Sales growth (in constant currency) | 3% – 6%1 | € 33,009 m1 | confi rmed |
| Net income 3 growth (in constant currency) |
~ 0%2 | € 1,872 m2 | confi rmed |
1 On a comparable basis: FY / 18 adjusted for divestitures of Care Coordination activities at FMC (H1 / 18); FY / 19: adjusted for IFRS 16 effect
2 On a comparable basis: FY / 18 before special items and adjusted for divestitures of Care Coordination activities at FMC (H1 / 18); FY / 19: before special items
(transaction-related expenses, expenses associated with the cost optimization program at FMC, revaluations of biosimilars contingent liabilities);
including operating results of NxStage, adjusted for IFRS 16 effect 3
Net income attributable to shareholders of Fresenius SE & Co. KGaA
| Targets 2019 1 | Fiscal year 2018 | New guidance 1 | |
|---|---|---|---|
| Fresenius Medical Care | |||
| Sales growth (in constant currency) | 3% – 7% 2 | € 16,026 m 2 | confi rmed |
| Net income 3 growth (in constant currency) |
- 2% – 2% 4 | € 1,341 m 4 | confi rmed |
| Fresenius Kabi | |||
| Sales growth (organic) | 3% – 6% | € 6,544 m | confi rmed |
| EBIT growth (in constant currency) | 3% – 6% | € 1,139 m 5 | confi rmed |
| Fresenius Helios | |||
| Sales growth (organic) | 2% – 5% | € 8,993 m | confi rmed |
| EBIT growth | - 5% – - 2% | € 1,052 m | confi rmed |
| Fresenius Vamed | |||
| Sales growth (organic) | ~ 10% | € 1,688 m | confi rmed |
| EBIT growth | 15% – 20% | € 110 m | confi rmed |
1 On a comparable basis: FY / 18 before special items and adjusted for divestitures of Care Coordination activities at FMC (H1 / 18); FY / 19: before special items (transaction-related expenses,
expenses associated with the cost optimization program at FMC, revaluations of biosimilars contingent liabilities); adjusted for IFRS 16 effect
2 2018 adjusted for divestitures of Care Coordination activities; 2019 adjusted for IFRS 16 effects, excluding effects from NxStage transaction
3 Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
2018 before special items and after adjustments; 2019 before special items (before transaction-related expenses, expenses associated with the cost optimization program),
adjusted for IFRS 16 effect, excluding effects from NxStage transaction 5 Before special items
4
| € in millions | Q1 / 2019 | Q1 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 8,495 | 8,121 | 5% | 2% |
| Divestitures of Care Coordination activities (Q1 / 2018) at FMC (Fresenius Medical Care) |
- | - 251 | ||
| IFRS 16 effect | 22 | - | ||
| Sales on a comparable basis | 8,517 | 7,870 | 8% | 5% |
| EBIT reported (after special items) | 1,115 | 1,036 | 8% | 4% |
| Transaction costs Akorn | 2 | 5 | ||
| Revaluations of biosimilars contingent liabilities | - 7 | - | ||
| Transaction costs Care Coordination activities | - | 13 | ||
| Transaction costs NxStage | 16 | - | ||
| Expenses associated with the cost optimization program at FMC | 4 | - | ||
| EBIT (before special items) | 1,130 | 1,054 | 7% | 3% |
| Divestitures of Care Coordination activities at FMC (Q1 / 2018) | - | - 4 | ||
| IFRS 16 effect | - 19 | - | ||
| EBIT on a comparable basis | 1,111 | 1,050 | 6% | 2% |
| Net interest reported (after special items) | - 184 | - 152 | - 21% | - 18% |
| Bridge Financing costs Akorn | - | 3 | ||
| Revaluations of biosimilars contingent liabilities | 3 | - | ||
| Net interest (before special items) | - 181 | - 149 | - 21% | - 18% |
| Divestitures of Care Coordination activities at FMC (Q1 / 2018) | - | 10 | ||
| IFRS 16 effect | 48 | - | ||
| Net interest on a comparable basis | - 133 | - 139 | 4% | 6% |
Reconciliation from the reported fi gures including IFRS 16 to the fi gures on a comparable basis.
The special items shown within the reconciliation tables are reported in the Group Corporate / Other segment.
| € in millions | Q1 / 2019 | Q1 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Income taxes reported (after special items) | - 217 | - 186 | - 17% | - 12% |
| Transaction costs Akorn | - | - 1 | ||
| Bridge Financing costs Akorn | - | - 1 | ||
| Revaluations of biosimilars contingent liabilities | 1 | - | ||
| Transaction costs NxStage | - 4 | - | ||
| Expenses associated with the cost optimization program at FMC | - 1 | - | ||
| Income taxes (before special items) | - 221 | - 188 | - 18% | - 13% |
| Divestitures of Care Coordination activities at FMC (Q1 /2018) | - | - 2 | ||
| IFRS 16 effect | - 8 | - | ||
| Income taxes on a comparable basis | - 229 | - 190 | - 21% | - 16% |
| Noncontrolling interest reported (after special items) | - 261 | - 258 | - 1% | 4% |
| Transaction costs Care Coordination activities | - | - 9 | ||
| Transaction costs NxStage | - 8 | - | ||
| Expenses associated with the cost optimization program at FMC | - 2 | - | ||
| Noncontrolling interest (before special items) | - 271 | - 267 | - 1% | 3% |
| Divestitures of Care Coordination activities at FMC (Q1 / 2018) | - | - 3 | ||
| IFRS 16 effect | - 13 | - | ||
| Noncontrolling interest on a comparable basis | - 284 | - 270 | - 5% | 0% |
| Net income reported (after special items) | 453 | 440 | 3% | 0% |
| Transaction costs Akorn | 2 | 4 | ||
| Bridge Financing costs Akorn | - | 2 | ||
| Revaluations of biosimilars contingent liabilities | - 3 | - | ||
| Transaction costs Care Coordination activities | - | 4 | ||
| Transaction costs NxStage | 4 | - | ||
| Expenses associated with the cost optimization program at FMC | 1 | - | ||
| Net income (before special items) | 457 | 450 | 2% | -2% |
| Divestitures of Care Coordination activities at FMC (Q1 / 2018) | - | 1 | ||
| IFRS 16 effect | 8 | - | ||
| Net income on a comparable basis | 465 | 451 | 3% | 0% |
FRESENIUS MEDICAL CARE — Reconciliation according to Fresenius Medical Care
| € in millions | Q1 / 2019 | Q1 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 4,133 | 3,976 | 4% | - 1% |
| Divestitures of Care Coordination activities (Q1 / 2018) | - | - 251 | ||
| IFRS 16 effect | 22 | - | ||
| NxStage operations | - 30 | - | ||
| Sales adjusted | 4,125 | 3,725 | 11% | 6% |
| EBIT reported | 537 | 497 | 8% | 3% |
| Transaction costs Care Coordination activities | - | 13 | ||
| Divestitures of Care Coordination activities (Q1 / 2018) | - | - 4 | ||
| IFRS 16 effect | - 17 | - | ||
| NxStage operations | 11 | - | ||
| Transaction costs NxStage | 16 | - | ||
| Expenses associated with the cost optimization program | 4 | - | ||
| EBIT adjusted | 551 | 506 | 9% | 4% |
| Net income reported | 271 | 279 | - 3% | - 6% |
| Transaction costs Care Coordination activities | - | 13 | ||
| Divestitures of Care Coordination activities (Q1 / 2018) | - | 4 | ||
| IFRS 16 effect | 18 | - | ||
| NxStage operations | 14 | - | ||
| Transaction costs NxStage | 12 | - | ||
| Expenses associated with the cost optimization program | 3 | - | ||
| Net income adjusted | 318 | 296 | 8% | 3% |
| in Mio € | Q1 / 2019 | Q1 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 4,133 | 3,976 | 4% | - 1% |
| Divestitures of Care Coordination activities (Q1/2018) | - | - 251 | ||
| IFRS 16 effect | 22 | - | ||
| Sales on a comparable basis | 4,155 | 3,725 | 12% | 6% |
| EBIT reported (after special items) | 537 | 497 | 8% | 3% |
| Transaction costs Care Coordination activities | - | 13 | ||
| Transaction costs NxStage | 16 | - | ||
| Expenses associated with the cost optimization program at FMC | 4 | - | ||
| EBIT (before special items) | 557 | 510 | 9% | 4% |
| Divestitures of Care Coordination activities (Q1 / 2018) | - | - 4 | ||
| IFRS 16 effect | - 17 | - | ||
| EBIT on a comparable basis | 540 | 506 | 7% | 2% |
| Net income reported (after special items) | 271 | 279 | -3% | -6% |
| Transaction costs Care Coordination activities | - | 13 | ||
| Transaction costs NxStage | 12 | - | ||
| Expenses associated with the cost optimization program at FMC | 3 | - | ||
| Net income (before special items) | 286 | 292 | -2% | -6% |
| Divestitures of Care Coordination activities (Q1 / 2018) | - | 4 | ||
| IFRS 16 effect | 18 | - | ||
| Net income on a comparable basis | 304 | 296 | 3% | -1% |
| € in millions | Q1 / 2019 | Q1 / 2018 | Growth rate | Growth rate in constant currency |
|---|---|---|---|---|
| Sales reported | 1,701 | 1,603 | 6% | 4% |
| Transaction costs Akorn | 2 | 5 | ||
| Revaluations of biosimilars contingent liabilities | - 7 | - | ||
| EBIT (before special items) | 304 | 268 | 13% | 7% |
| IFRS 16 effect | - 1 | - | ||
| EBIT on a comparable basis | 303 | 268 | 13% | 7% |
| Transaction costs Akorn | 2 | 4 | ||
| Revaluations of biosimilars contingent liabilities | - 3 | - | ||
| Net income (before special items) | 202 | 170 | 19% | 12% |
| IFRS 16 effect | 1 | - | ||
| Net income on a comparable basis | 203 | 170 | 19% | 12% |
| € in millions | Q1 / 2019 | Q1 / 2018 | Growth rate |
|---|---|---|---|
| Sales reported | 2,311 | 2,331 | - 1% |
| German post-acute care business transferred from Fresenius Helios to Fresenius Vamed | - | -110 | |
| Sales adjusted for German post-acute care business | 2,311 | 2,221 | 4% |
| EBIT reported | 268 | 278 | - 4% |
| IFRS 16 effect | - 2 | - | |
| EBIT adjusted for IFRS 16 effect | 266 | 278 | - 4% |
| German post-acute care business transferred from Fresenius Helios to Fresenius Vamed | - | - 3 | |
| EBIT adjusted for IFRS 16 and German post-acute care business | 266 | 275 | - 3% |
| € in millions | Q1 / 2019 | Q1 / 2018 | Growth rate |
|---|---|---|---|
| Sales reported | 440 | 249 | 77% |
| German post-acute care business acquired from Fresenius Helios | - 110 | - | |
| Sales adjusted for German post-acute care business | 330 | 249 | 33% |
| EBIT reported | 12 | 6 | 100% |
| IFRS 16 effect | - 1 | - | |
| EBIT adjusted for IFRS 16 effect | 11 | 6 | 83% |
| German post-acute care business acquired from Fresenius Helios | - 4 | - | |
| EBIT adjusted for IFRS 16 and German post-acute care business | 7 | 6 | 17% |
| € in millions | Q1 / 2019 | Q1 / 2018 |
|---|---|---|
| Sales | 8,495 | 8,121 |
| Cost of sales | - 5,991 | - 5,783 |
| Gross profi t | 2,504 | 2,338 |
| Selling, general and administrative expenses | - 1,236 | - 1,143 |
| Research and development expenses | - 153 | - 159 |
| Operating income (EBIT) | 1,115 | 1,036 |
| Net interest | - 184 | - 152 |
| Income before income taxes | 931 | 884 |
| Income taxes | - 217 | - 186 |
| Net income | 714 | 698 |
| Noncontrolling interest | 261 | 258 |
| Net income attributable to shareholders of Fresenius SE & Co. KGaA | 453 | 440 |
| Earnings per share in € | 0.81 | 0.79 |
| Fully diluted earnings per share in € | 0.81 | 0.79 |
The following notes are an integral part of the unaudited condensed interim fi nancial statements.
| € in millions | Q1 / 2019 | Q1 / 2018 |
|---|---|---|
| Net income | 714 | 698 |
| Other comprehensive income (loss) | ||
| Positions which will be reclassified into net income in subsequent years | ||
| Foreign currency translation | 283 | - 427 |
| Cash flow hedges | - 13 | 8 |
| Income taxes on positions which will be reclassified | 3 | 4 |
| Positions which will not be reclassified into net income in subsequent years | ||
| Actuarial gains on defined benefit pension plans | 0 | 1 |
| Income taxes on positions which will not be reclassified | 0 | – |
| Other comprehensive income (loss), net | 273 | - 414 |
| Total comprehensive income | 987 | 284 |
| Comprehensive income attributable to noncontrolling interest | 362 | 69 |
| Comprehensive income attributable to shareholders of Fresenius SE & Co. KGaA |
625 | 215 |
| € in millions | March 31, 2019 | December 31, 2018 |
|---|---|---|
| Cash and cash equivalents | 1,543 | 2,709 |
| Trade accounts and other receivables, less allowance for doubtful accounts | 7,415 | 6,540 |
| Accounts receivable from and loans to related parties | 30 | 29 |
| Inventories | 3,509 | 3,218 |
| Other current assets | 2,461 | 2,294 |
| I. Total current assets | 14,958 | 14,790 |
| Property, plant and equipment | 10,456 | 10,366 |
| Right-of-use assets | 5,859 | 0 |
| Goodwill | 27,164 | 25,713 |
| Other intangible assets | 3,871 | 3,130 |
| Other non-current assets | 1,891 | 1,927 |
| Deferred taxes | 786 | 777 |
| II. Total non-current assets | 50,027 | 41,913 |
| Total assets | 64,985 | 56,703 |
| € in millions | March 31, 2019 | December 31, 2018 |
|---|---|---|
| Trade accounts payable | 1,760 | 1,823 |
| Short-term accounts payable to related parties | 122 | 67 |
| Short-term provisions and other short-term liabilities | 6,128 | 6,240 |
| Short-term debt | 1,945 | 2,354 |
| Short-term debt from related parties | 6 | – |
| Current portion of long-term debt | 342 | 353 |
| Current portion of long-term lease liabilities | 779 | 0 |
| Current portion of bonds | 1,458 | 1,744 |
| Current portion of convertible bonds | 890 | 493 |
| Short-term accruals for income taxes | 242 | 201 |
| A. Total short-term liabilities | 13,672 | 13,275 |
| Long-term debt, less current portion | 6,743 | 5,944 |
| Long-term lease liabilities, less current portion | 5,471 | 0 |
| Bonds, less current portion | 8,285 | 7,246 |
| Convertible bonds, less current portion | 459 | 850 |
| Long-term provisions and other long-term liabilities | 1,631 | 1,634 |
| Pension liabilities | 1,255 | 1,235 |
| Long-term accruals for income taxes | 229 | 227 |
| Deferred taxes | 1,410 | 1,284 |
| B. Total long-term liabilities | 25,483 | 18,420 |
| I. Total liabilities | 39,155 | 31,695 |
| A. Noncontrolling interest | 9,828 | 9,597 |
| Subscribed capital | 556 | 556 |
| Capital reserve | 3,942 | 3,933 |
| Other reserves | 11,662 | 11,252 |
| Accumulated other comprehensive loss | - 158 | - 330 |
| B. Total Fresenius SE & Co. KGaA shareholders' equity | 16,002 | 15,411 |
| II. Total shareholders' equity | 25,830 | 25,008 |
| Total liabilities and shareholders' equity | 64,985 | 56,703 |
| € in millions | Q1 / 2019 | Q1 / 2018 |
|---|---|---|
| Operating activities | ||
| Net income | 714 | 698 |
| Adjustments to reconcile net income to cash and cash equivalents provided by operating activities |
||
| Depreciation and amortization | 571 | 349 |
| Gain / Loss on sale of investments and divestitures | - 9 | 2 |
| Change in deferred taxes | 45 | - 18 |
| Gain / Loss on sale of fixed assets | - 1 | – |
| Changes in assets and liabilities, net of amounts from businesses acquired or disposed of |
||
| Trade accounts and other receivables, net | - 773 | - 695 |
| Inventories | - 173 | - 70 |
| Other current and non-current assets | - 111 | - 94 |
| Accounts receivable from / payable to related parties | 60 | 87 |
| Trade accounts payable, provisions and other short-term and long-term liabilities | - 69 | - 124 |
| Accruals for income taxes | 35 | 101 |
| Net cash provided by operating activities | 289 | 236 |
| Investing activities | ||
| Purchase of property, plant and equipment | - 464 | - 399 |
| Proceeds from sales of property, plant and equipment | 7 | 8 |
| Acquisitions and investments, net of cash acquired and net purchases of intangible assets | - 1,911 | - 189 |
| Proceeds from sale of investments and divestitures | 11 | – |
| Net cash used in investing activities | - 2,357 | - 580 |
| Financing activities | ||
| Proceeds from short-term debt | 400 | 404 |
| Repayments of short-term debt | - 803 | - 161 |
| Proceeds from long-term debt | 419 | 108 |
| Repayments of long-term debt | - 105 | - 112 |
| Repayments of lease liabilities | - 195 | 0 |
| Proceeds from the issuance of bonds | 1,000 | 0 |
| Repayments of liabilities from bonds | - 300 | 0 |
| Payments for the share buy-back program of Fresenius Medical Care | - 89 | 0 |
| Proceeds from the accounts receivable securitization program | 584 | 9 |
| Proceeds from the exercise of stock options | 3 | 5 |
| Dividends paid | - 43 | - 45 |
| Change in noncontrolling interest | - 2 | 1 |
| Net cash provided by fi nancing activities | 869 | 209 |
| Effect of exchange rate changes on cash and cash equivalents | 33 | - 17 |
| Net decrease in cash and cash equivalents | - 1,166 | - 152 |
| Cash and cash equivalents at the beginning of the reporting period | 2,709 | 1,636 |
| Cash and cash equivalents at the end of the reporting period | 1,543 | 1,484 |
THAT ARE INCLUDED IN NET CASH PROVIDED BY OPERATING ACTIVITIES
| € in millions | Q1 / 2019 | Q1 / 2018 |
|---|---|---|
| Received interest | 18 | 12 |
| Paid interest | - 147 | - 165 |
| Income taxes paid | - 121 | - 114 |
| Subscribed Capital | Reserves | ||||||
|---|---|---|---|---|---|---|---|
| Number of ordinary shares in thousand |
Amount € in thousands |
Amount € in millions |
Capital reserve € in millions |
Other reserves € in millions |
|||
| As of December 31, 2017 | 554,710 | 554,710 | 555 | 3,848 | 9,656 | ||
| Adjustment due to the initial application of IFRS 9 and IFRS 15 |
0 | 0 | 0 | 0 | - 28 | ||
| As of January 1, 2018, adjusted | 554,710 | 554,710 | 555 | 3,848 | 9,628 | ||
| Proceeds from the exercise of stock options | 165 | 165 | – | 4 | |||
| Compensation expense related to stock options | 7 | ||||||
| Dividends paid | |||||||
| Purchase of noncontrolling interest | |||||||
| Noncontrolling interest subject to put provisions | 21 | ||||||
| Comprehensive income (loss) | |||||||
| Net income | 440 | ||||||
| Other comprehensive income (loss) | |||||||
| Cash flow hedges | |||||||
| Foreign currency translation | |||||||
| Actuarial gains on defined benefit pension plans |
|||||||
| Comprehensive income (loss) | 440 | ||||||
| As of March 31, 2018 | 554,875 | 554,875 | 555 | 3,859 | 10,089 | ||
| As of December 31, 2018 | 556,225 | 556,225 | 556 | 3,933 | 11,252 | ||
| Adjustment due to the initial application of IFRS 16 |
0 | 0 | 0 | 0 | - 44 | ||
| As of January 1, 2019, adjusted | 556,225 | 556,225 | 556 | 3,933 | 11,208 | ||
| Proceeds from the exercise of stock options | 98 | 98 | 3 | ||||
| Compensation expense related to stock options | 6 | ||||||
| Dividends paid | |||||||
| Purchase of noncontrolling interest | |||||||
| Noncontrolling interest subject to put provisions | 1 | ||||||
| Comprehensive income (loss) | |||||||
| Net income | |||||||
| Other comprehensive income (loss) | 453 | ||||||
| Cash flow hedges Foreign currency translation |
|||||||
| Comprehensive income (loss) | 453 | ||||||
| As of March 31, 2019 | 556,323 | 556,323 | 556 | 3,942 | 11,662 |
| income (loss) € in millions | |||||||
|---|---|---|---|---|---|---|---|
| Foreign currency translation € in millions |
Cash fl ow hedges € in millions |
Pensions € in millions |
Equity investments |
Total Frese nius SE & Co. KGaA shareholders' equity € in millions |
Non controlling interest € in millions |
Total shareholders' equity € in millions |
|
| As of December 31, 2017 | - 61 | - 60 | - 277 | 0 | 13,661 | 8,059 | 21,720 |
| Adjustment due to the initial application of IFRS 9 and IFRS 15 |
0 | 0 | 0 | 0 | - 28 | - 2 | - 30 |
| As of January 1, 2018, adjusted | - 61 | - 60 | - 277 | 0 | 13,633 | 8,057 | 21,690 |
| Proceeds from the exercise of stock options | 4 | 1 | 5 | ||||
| Compensation expense related to stock options | 7 | 1 | 8 | ||||
| Dividends paid | 0 | - 45 | - 45 | ||||
| Purchase of noncontrolling interest | 0 | 7 | 7 | ||||
| Noncontrolling interest subject to put provisions Comprehensive income (loss) |
21 | 46 | 67 | ||||
| Net income | 440 | 258 | 698 | ||||
| Other comprehensive income (loss) | |||||||
| Cash flow hedges | 1 | 1 | 4 | 5 | |||
| Foreign currency translation | - 223 | – | – | - 223 | - 193 | - 416 | |
| Actuarial gains on defined benefit pension plans |
1 | 1 | 0 | 1 | |||
| Comprehensive income (loss) | - 223 | 1 | 1 | 219 | 69 | 288 | |
| As of March 31, 2018 | - 284 | - 59 | - 276 | 0 | 13,884 | 8,136 | 22,020 |
| As of December 31, 2018 | 38 | - 61 | - 311 | 4 | 15,411 | 9,597 | 25,008 |
| Adjustment due to the initial application of IFRS 16 |
0 | 0 | 0 | 0 | - 44 | - 95 | - 139 |
| As of January 1, 2019, adjusted | 38 | - 61 | - 311 | 4 | 15,367 | 9,502 | 24,869 |
| Proceeds from the exercise of stock options | 3 | – | 3 | ||||
| Compensation expense related to stock options | 6 | 1 | 7 | ||||
| Dividends paid | 0 | - 43 | - 43 | ||||
| Purchase of noncontrolling interest | 0 | 3 | 3 | ||||
| Noncontrolling interest subject to put provisions | 1 | 3 | 4 | ||||
| Comprehensive income (loss) | |||||||
| Net income | 453 | 261 | 714 | ||||
| Other comprehensive income (loss) | |||||||
| Cash flow hedges | - 9 | - 9 | - 1 | - 10 | |||
| Foreign currency translation | 181 | 181 | 102 | 283 | |||
| Comprehensive income (loss) | 181 | - 9 | 625 | 362 | 987 | ||
| As of March 31, 2019 | 219 | - 70 | - 311 | 4 | 16,002 | 9,828 | 25,830 |
Accumulated other comprehensive
| Fresenius Medical Care | Fresenius Kabi | Fresenius Helios | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| adj. for effect IFRS 16 |
adj. for effect IFRS 16 |
adj. for IFRS 16 effect |
adj. for effect IFRS 16 |
adj. for IFRS 16 effect |
adj. for IFRS 16 effect |
||||||||||
| by business segment, € in millions | 2 2019 |
2 2019 |
3 2018 |
Change | Change | 4 2019 |
2019 4 | 3 2018 |
Change | Change | 2019 | 2019 | 2018 | Change | Change |
| Sales | 4,133 | 4,155 | 3,976 | 4% | 4% | 1,701 | 1,701 | 1,603 | 6% | 6% | 2,311 | 2,311 | 2,331 | - 1% | - 1% |
| thereof contribution to consolidated sales |
4,123 | 4,145 | 3,968 | 4% | 4% | 1,688 | 1,688 | 1,589 | 6% | 6% | 2,309 | 2,309 | 2,331 | - 1% | - 1% |
| thereof intercompany sales | 10 | 10 | 8 | 25% | 25% | 13 | 13 | 14 | - 7% | - 7% | 2 | 2 | 0 | ||
| contribution to consolidated sales | 49% | 49% | 49% | 20% | 20% | 19% | 27% | 27% | 29% | ||||||
| EBITDA | 919 | 735 | 685 | 34% | 7% | 394 | 378 | 338 | 17% | 12% | 370 | 355 | 376 | - 2% | - 6% |
| Depreciation and amortization | 362 | 195 | 175 | 107% | 11% | 90 | 75 | 70 | 29% | 7% | 102 | 89 | 98 | 4% | - 9% |
| EBIT | 557 | 540 | 510 | 9% | 6% | 304 | 303 | 268 | 13% | 13% | 268 | 266 | 278 | - 4% | - 4% |
| Net interest | - 108 | - 66 | - 83 | - 30% | 20% | - 24 | - 21 | - 29 | 17% | 28% | - 43 | - 39 | - 40 | - 8% | 3% |
| Income taxes | - 106 | - 113 | - 84 | - 26% | - 34% | - 67 | - 68 | - 60 | - 12% | - 13% | - 47 | - 47 | - 45 | - 4% | - 4% |
| shareholders of Fresenius SE & Co. KGaA Net income attributable to |
286 | 304 | 292 | - 2% | 4% | 202 | 203 | 170 | 19% | 19% | 174 | 176 | 191 | - 9% | - 8% |
| Operating cash fl ow | 76 | - 65 | - 45 | -- | - 44% | 145 | 132 | 226 | - 36% | - 42% | 103 | 91 | 97 | 6% | - 6% |
| Cash fl ow before acquisitions and dividends | - 123 | - 264 | - 263 | 53% | 0% | 5 | - 8 | 130 | - 96% | - 106% | 15 | 3 | 32 | - 53% | - 91% |
| Total assets 1 | 32,353 | 28,126 | 26,242 | 23% | 7% | 13,044 | 12,684 | 12,638 | 3% | 0% | 17,720 | 16,833 | 16,504 | 7% | 2% |
| Debt 1 | 13,232 | 8,850 | 7,546 | 75% | 17% | 3,991 | 3,629 | 3,867 | 3% | - 6% | 7,223 | 6,331 | 6,219 | 16% | 2% |
| Other operating liabilities 1 | 5,171 | 5,171 | 5,168 | 0% | 0% | 3,042 | 3,042 | 3,107 | - 2% | - 2% | 2,132 | 2,132 | 2,051 | 4% | 4% |
| Capital expenditure, gross | 201 | 201 | 221 | - 9% | - 9% | 121 | 121 | 78 | 55% | 55% | 89 | 89 | 70 | 27% | 27% |
| Acquisitions, gross / investments | 1,835 | 1,835 | 184 | -- | -- | 59 | 59 | – | -- | -- | 29 | 29 | 3 | -- | -- |
| Research and development expenses | 34 | 34 | 32 | 5% | 5% | 121 | 121 | 127 | - 5% | - 5% | – | – | – | -- | -- |
| (per capita on balance sheet date) 1 Employees |
125,643 | 125,643 | 120,328 | 4% | 4% | 38,764 | 38,764 | 37,843 | 2% | 2% | 100,648 | 100,648 | 100,144 | 1% | 1% |
| Key fi gures | |||||||||||||||
| EBITDA margin | 22.2% | 17.7% | 17.2% | 23.2% | 22.2% | 21.1% | 16.0% | 15.4% | 16.1% | ||||||
| EBIT margin | 13.5% | 13.0% | 12.8% | 17.9% | 17.8% | 16.7% | 11.6% | 11.5% | 11.9% | ||||||
| Depreciation and amortization in % of sales |
8.8% | 4.7% | 4.4% | 5.3% | 4.4% | 4.4% | 4.4% | 3.9% | 4.2% | ||||||
| Operating cash flow in % of sales | 1.8% | - 1.6% | - 1.1% | 8.5% | 7.8% | 14.1% | 4.5% | 3.9% | 4.2% | ||||||
| ROOA 1 | 7.9% | 8.9% | 10.0% | 10.8% | 11.2% | 11.1% | 6.3% | 6.6% | 6.8% |
CONSOLIDATED SEGMENT REPORTING FIRST QUARTER (UNAUDITED)
FRESENIUS SE & CO. KGAA
1 2018: December 31 2 Before transaction-related effects and expenses associated with the cost optimization program 3 Before transaction-related effects
4 Before transaction-related effects and revaluations of biosimilars contingent liabilities
| D) TE DI AU N R (U |
|
|---|---|
| ARTE U |
|
| RST Q G FI N RTI O |
|
| A A US SE & CO. KG |
T REP N ME G D SE |
| NI FRESE |
ATE D OLI NS CO |
| Fresenius Vamed | Corporate / Other | Fresenius Group | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| adj. for IFRS 16 effect |
adj. for effect IFRS 16 |
adj. for IFRS 16 effect |
adj. for IFRS 16 effect |
adj. for effect IFRS 16 |
adj. for IFRS 16 effect |
||||||||||
| by business segment, € in millions | 2019 | 2019 | 2018 | Change | Change | 3 2019 |
2019 3 | 4 2018 |
Change | Change | 2019 | 2019 | 2018 | Change | Change |
| Sales | 440 | 440 | 249 | 77% | 77% | - 90 | - 90 | - 38 | - 137% | - 137% | 8,495 | 8,517 | 8,121 | 5% | 5% |
| thereof contribution to consolidated sales |
375 | 375 | 233 | 61% | 61% | 0 | 0 | 0 | 8,495 | 8,517 | 8,121 | 5% | 5% | ||
| thereof intercompany sales | 65 | 65 | 16 | -- | -- | - 90 | - 90 | - 38 | - 137% | - 137% | 0 | 0 | 0 | ||
| contribution to consolidated sales | 4% | 4% | 3% | 0% | 0% | 0% | 100% | 100% | 100% | ||||||
| EBITDA | 29 | 20 | 9 | -- | 122% | - 26 | - 22 | - 23 | - 13% | 4% | 1,686 | 1,466 | 1,385 | 22% | 6% |
| Depreciation and amortization | 17 | 9 | 3 | -- | 200% | 0 | 2 | 3 | - 100% | - 33% | 571 | 370 | 349 | 64% | 6% |
| EBIT | 12 | 11 | 6 | 100% | 83% | - 26 | - 24 | - 26 | 0% | 8% | 1,115 | 1,096 | 1,036 | 8% | 6% |
| Net interest | - 4 | - 3 | 0 | - 5 | - 7 | 0 | - 184 | - 136 | - 152 | - 21% | 11% | ||||
| Income taxes | - 2 | - 2 | - 2 | 0% | 0% | 5 | 5 | 5 | 0% | 0% | - 217 | - 225 | - 186 | - 17% | - 21% |
| shareholders of Fresenius SE & Co. KGaA Net income attributable to |
6 | 6 | 4 | 50% | 50% | - 215 | - 228 | - 217 | 1% | - 5% | 453 | 461 | 440 | 3% | 5% |
| Operating cash fl ow | - 15 | - 23 | - 42 | 64% | 45% | - 20 | - 17 | 0 | 289 | 118 | 236 | 22% | - 50% | ||
| Cash fl ow before acquisitions and dividends | - 21 | - 29 | - 44 | 52% | 34% | - 44 | - 41 | - 10 | -- | -- | - 168 | - 339 | - 155 | - 8% | - 119% |
| Total assets 1 | 2,458 | 2,140 | 2,160 | 14% | - 1% | - 590 | - 467 | - 841 | 30% | 44% | 64,985 | 59,316 | 56,703 | 15% | 5% |
| Debt 1 | 861 | 539 | 535 | 61% | 1% | 1,071 | 1,193 | 817 | 31% | 46% | 26,378 | 20,542 | 18,984 | 39% | 8% |
| Other operating liabilities 1 | 882 | 882 | 912 | - 3% | - 3% | 140 | 140 | 189 | - 26% | - 26% | 11,367 | 11,367 | 11,427 | - 1% | - 1% |
| Capital expenditure, gross | 6 | 6 | 3 | 100% | 100% | 24 | 24 | 8 | 200% | 200% | 441 | 441 | 380 | 16% | 16% |
| Acquisitions, gross / investments | 0 | 0 | 5 | - 100% | - 100% | 0 | 0 | 0 | 1,923 | 1,923 | 192 | -- | -- | ||
| Research and development expenses | 0 | 0 | 0 | - 2 | - 2 | 0 | 153 | 153 | 159 | - 4% | - 4% | ||||
| (per capita on balance sheet date) 1 Employees |
17,580 | 17,580 | 17,299 | 2% | 2% | 1,160 | 1,160 | 1,136 | 2% | 2% | 283,795 | 283,795 | 276,750 | 3% | 3% |
| Key fi gures | |||||||||||||||
| EBITDA margin | 6.6% | 4.5% | 3.6% | 20.0%5 | 17.4%5 | 17.3% 2 | |||||||||
| EBIT margin | 2.7% | 2.5% | 2.4% | 13.3%5 | 13.0%5 | 13.0% 2 | |||||||||
| Depreciation and amortization in % of sales |
3.9% | 2.0% | 1.2% | 6.7% | 4.3% | 4.3% | |||||||||
| Operating cash flow in % of sales | - 3.4% | - 5.2% | - 16.9% | 3.4% | 1.4% | 2.9% | |||||||||
| ROOA 1 | 7.4% | 8.7% | 9.1% | 8.0%6 | 8.7% 6 | 9.0% 7 | |||||||||
| 3 After transaction-related effects, revaluations of biosimilars contingent liabilities and expenses associated with the cost 2 Before transaction-related effects 1 2018: December 31 |
The following notes are an integral part of the unaudited condensed interim fi nancial statements. The consolidated segment reporting is an integral part of the notes. |
3 After transaction-related effects, revaluations of biosimilars contingent liabilities and expenses associated with the cost optimization program at FMC
4 After transaction-related effects
5 Before transaction-related effects, revaluations of biosimilars contingent liabilities and expenses associated with the cost optimization program at FMC
6 The underlying pro forma EBIT does not include transaction-related effects, revaluations of biosimilars contingent
liabilities and expenses associated with the cost optimization program at FMC. 7 The underlying pro forma EBIT does not include transaction-related effects, revaluations of biosimilars contingent
liabilities and the impact of FCPA related charge.
Fresenius is a global health care group with products and services for dialysis, hospitals and outpatient medical care. In addition, the Fresenius Group focuses on hospi tal operations and also manages projects and provides services for hospitals and other health care facilities worldwide. Besides the activities of the parent company Fresenius SE & Co. KGaA, Bad Homburg v. d. H., the operating activities were split into the following legally independent business segments as of March 31, 2019:
The reporting currency in the Fresenius Group is the euro. In order to make the presentation clearer, amounts are mostly shown in million euros. Amounts under € 1 million after rounding are marked with "–".
Fresenius SE & Co. KGaA, as a stock exchange listed company with a domicile in a member state of the European Union, fulfi lls its obligation to prepare and publish the consolidated fi nancial statements in accordance with the International Financial Reporting Standards (IFRS) applying Section 315e of the German Commercial Code (HGB).
The accompanying condensed interim fi nancial statements comply with the International Accounting Standard (IAS) 34. They have been prepared in accordance with the IFRS in force on the reporting date and adopted by the European Union.
The Fresenius Group has applied IFRS 16, Leases, since January 1, 2019. As a result of the implementation, the Fresenius Group has updated its accounting policies accordingly. Changes in the accounting policies due to the implementation of IFRS 16 are described in note 1.IV, Recent pronouncements, applied.
For all other issues, the accounting policies applied in the accompanying consolidated fi nancial statements are the same as those applied in the consolidated fi nancial statements as of December 31, 2018.
The condensed consolidated fi nancial statements and management report for the fi rst quarter ended March 31, 2019 have not been audited nor reviewed and should be read in conjunction with the notes included and published in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
Except for the reported acquisitions (see note 2, Acquisitions, divestitures and investments), there have been no other major changes in the entities consolidated.
The consolidated fi nancial statements for the fi rst quarter ended March 31, 2019 include all adjustments that, in the opinion of the Management Board, are of a normal and recurring nature and are necessary to provide an appropriate view of the assets and liabilities, fi nancial position and results of operations of the Fresenius Group.
The results of operations for the fi rst quarter ended March 31, 2019 are not necessarily indicative of the results of operations for the fi scal year 2019.
As of December 31, 2018, property, plant and equipment included leased fi xed assets of € 142 million recognized in accordance with IAS 17. These were transferred to the line item right-of-use assets as of the beginning of fi scal year 2019.
As of December 31, 2018, the item of the statement of fi nancial position current portion of long-term debt included short-term liabilities from capital leases in accordance with IAS 17 of € 22 million. From fi scal year 2019, these are included in current portion of long-term lease liabilities.
As of December 31, 2018, the statement of fi nancial position item long-term debt, less current portion included longterm liabilities from capital leases in accordance with IAS 17 of € 197 million. From fi scal year 2019, these are included in long-term lease liabilities, less current portion.
In the consolidated statement of cash fl ows, in the comparative information for the fi rst quarter of 2018, the line item repayments of long-term debt (in prior year designated as: repayments of long-term debt and capital lease obligations) included repayments of liabilities from capital leases in accordance with IAS 17 of € 5 million. From fi scal year 2019, these repayments are included in the line item repayments of lease liabilities in accordance with IFRS 16.
The preparation of consolidated fi nancial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated fi nancial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
The Fresenius Group has prepared its consolidated fi nancial statements at March 31, 2019 in conformity with IFRS in force for the interim periods on January 1, 2019.
In the fi rst quarter of 2019, the Fresenius Group applied the following new standard relevant for its business for the fi rst time:
In January 2016, the IASB issued IFRS 16, Leases, which supersedes the current standard on lease accounting, IAS 17, as well as the interpretations IFRIC 4, SIC-15 and SIC-27. IFRS 16 signifi cantly changes lessee accounting. For almost all leases, a lessee is required to recognize a right-of-use asset representing its right to use the underlying leased asset and a
lease liability representing its obligation to make lease payments. Only leases with a total maximum term of 12 months (short-term leases) and leases for underlying assets of low value may optionally be exempted from balance sheet recognition by applying an accounting policy choice. Depreciation of the right-of-use asset and interest on the lease liability must be recognized in the consolidated statement of income for every lease contract recognized in the balance sheet. Therefore, straight-line rental expenses will no longer be shown for the vast majority of the leases. The lessor accounting requirements in IAS 17 are substantially carried forward.
The Fresenius Group applies the modifi ed retrospective method in accordance with IFRS 16 as the transition method. Accordingly, the cumulative effect from fi rst-time application was recognized in the opening balance of retained earnings as of January 1, 2019 without adjustments to the comparative information of the previous period.
In the application of the modifi ed retrospective method, the carrying amount of the lease liability at the date of the initial application is determined by discounting the remaining lease payments of lease agreements that were classifi ed as operating leases under IAS 17 using the term-, country- and currencyspecifi c incremental borrowing rate at date of initial application. Furthermore, right-of-use assets are to be recognized. In the application of the modifi ed retrospective method, the carrying amount of the right-of-use asset equals the carrying amount of the lease liability, adjusted for any prepaid or accrued lease payments. For a part of the existing contracts, the Fresenius Group recognizes the right-of-use asset with its carrying amount assuming the new standard had been applied since the commencement date of the lease discounted using its term-, country- and currency-specifi c incremental borrowing rate at the date of initial application.
Regarding the options and exemptions available upon the initial application of IFRS 16, the Fresenius Group adopted the following approach:
Right-of-use assets from lease contracts are classifi ed in accordance with the Fresenius Group's classifi cation of property plant and equipment:
In addition to the right-of-use asset categories above, prepayments on right-of-use assets are presented separately. Rightof-use assets from lease contracts and lease liabilities are presented separately from property, plant and equipment and other fi nancial debt in the consolidated statement of fi nancial position.
For lease contracts that include both lease and non-lease components that are not separable from lease components, no allocation is performed. Each lease component and any associated non-lease components are accounted for as a single lease.
For the impacts of IFRS 16, please see note 20, Leases.
The International Accounting Standards Board (IASB) issued the following new standard relevant for the Fresenius Group's business:
In May 2017, the IASB issued IFRS 17, Insurance Contracts. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure related to the issuance of insurance contracts. IFRS 17 replaces IFRS 4, Insurance Contracts, which was brought in as an interim standard in 2004. IFRS 4 permitted the use of national accounting standards for the accounting of insurance contracts under IFRS. As a result of the varied application for insurance contracts, there was a lack of comparability among peer groups. IFRS 17 eliminates this diversity in practice by requiring all insurance contracts to be accounted for using current values. The frequent updates to the insurance values are expected to provide more useful information to users of fi nancial statements. IFRS 17 is effective for fi scal years beginning on or after January 1, 2021. Earlier adoption is permitted for entities that have also adopted IFRS 9, Financial Instruments, and IFRS 15, Revenue from Contracts with Customers. The Fresenius Group is currently evaluating the impact of IFRS 17 on the consolidated fi nancial statements.
The EU Commission's endorsement of IFRS 17 is still outstanding.
In the Fresenius Group's view, all other pronouncements issued by the IASB do not have a material impact on the consolidated fi nancial statements, as expected.
The Fresenius Group made acquisitions, investments and purchases of intangible assets of € 1,923 million and € 192 million in the fi rst quarter of 2019 and 2018, respectively. Of this amount, € 1,911 million was paid in cash and € 12 million was assumed obligations in the fi rst quarter of 2019.
In the fi rst quarter of 2019, Fresenius Medical Care spent € 1,835 million on acquisitions, mainly on the purchase of NxStage Medical, Inc. (NxStage).
On February 21, 2019, Fresenius Medical Care acquired all of the outstanding shares of NxStage for US\$ 30.00 per common share. The total acquisition value of this business combination, net of cash acquired, is US\$ 1,976 million (€ 1,741 million at date of closing). NxStage is a leading medical technology company that develops, produces and markets an innovative product portfolio of medical devices for use in home dialysis and in the critical care setting. NxStage has been consolidated as of February 21, 2019.
The transaction was accounted for as a business combination. The following table summarizes the current estimated fair values of assets acquired and liabilities assumed at the date of the acquisition. This allocation of the purchase price is based upon the best information available to management at present. Due to the relatively short interval between the closing date of the acquisition and the date of the statement of
fi nancial position, this information may be incomplete. Any adjustments to acquisition accounting, net of related income tax effects, will be recorded with a corresponding adjustment to goodwill.
| Cash and cash equivalents | 47 |
|---|---|
| Trade accounts and other receivables | 34 |
| Other current assets | 89 |
| Property, plant and equipment | 85 |
| Intangible assets and other assets | 818 |
| Goodwill | 1,165 |
| Accounts payable, current provisions and other | |
| current liabilities | - 69 |
| Income tax payable and deferred taxes | - 119 |
| Other liabilities | - 23 |
| Noncontrolling interest (subject and not subject to | |
| put provisions) | - 4 |
| Total acquisition cost | 2,023 |
| Less cash acquired | - 47 |
| Net cash paid | 1,976 |
As of the acquisition date, it is estimated that amortizable intangible assets acquired in this acquisition will have weighted-average useful lives of 13 years.
Goodwill in the amount of US\$ 1,165 million was acquired as part of the NxStage acquisition.
NxStage's results have been included in the Fresenius Group's consolidated statement of income since February 21, 2019. Specifi cally, NxStage has contributed US\$ 34 million (€ 30 million) to sales and - US\$ 13 million (- € 11 million) to the operating income (EBIT) of the Fresenius Group for the fi rst quarter of 2019. This operating loss amount does not include synergies which may have resulted at consolidated entities outside NxStage since the acquisition closed.
In the fi rst quarter of 2019, Fresenius Kabi spent € 59 million on acquisitions, mainly for already planned acquisition related milestone payments relating to the acquisition of the biosimilars business.
On April 24, 2017, Fresenius announced that Fresenius Kabi has agreed to acquire Akorn, Inc. (Akorn), a U.S.-based manufacturer and marketer of prescription and over-thecounter pharmaceutical products, for approximately US\$ 4.3 billion, or US\$ 34 per share, plus the prevailing net debt at closing of the transaction.
Fresenius conducted an independent investigation, using external experts, into alleged breaches of FDA data integrity requirements relating to product development at Akorn.
Fresenius decided on April 22, 2018 to terminate the merger agreement with Akorn, due to Akorn's failure to fulfi ll several closing conditions.
Fresenius' decision was based on, among other factors, material breaches of FDA data integrity requirements relating to Akorn's operations found during Fresenius' independent investigation. Fresenius offered to delay its decision in order to allow Akorn additional opportunity to complete its own
investigation and present any information it wished Fresenius to consider, but Akorn declined that offer.
Akorn disagreed with Fresenius' position and fi led a lawsuit on April 23, 2018 purporting to enforce the merger agreement.
Fresenius fi led a counterclaim on April 30, 2018. The trial of the lawsuit took place in the Delaware Court of Chancery from July 9 to 13 and on August 23, 2018.
On October 1, 2018, the Court of Chancery in the U.S. state of Delaware ruled in favor of Fresenius in the lawsuit by Akorn, Inc. against Fresenius for the consummation of the April 2017 merger agreement.
Akorn appealed on October 18, 2018 against this ruling to the Delaware Supreme Court. On December 7, 2018, the Delaware Supreme Court, being the highest court and fi nal instance in Delaware, affi rmed the ruling of the Court of Chancery in favor of Fresenius. Fresenius has sued Akorn for damages suffered as a result of lost acquisition expenses.
In the fi rst quarter of 2019, Fresenius Helios spent € 29 million on acquisitions, mainly for the purchase of Mitteldeutsches Institut für Arbeitsmedizin GmbH and outpatient clinics in Germany.
Net income attributable to shareholders of Fresenius SE & Co. KGaA for the fi rst quarter of 2019 in the amount of € 453 million includes special items relating to the acquisition of NxStage and the cost optimization program of Fresenius Medical Care. Furthermore, special items due to the revaluation of biosimilars contingent liabilities as well as the terminated merger agreement with Akorn, Inc. are included in net income attributable to shareholders of Fresenius SE & Co. KGaA.
The special items had the following impact on the consolidated statement of income:
| Earnings Q1 / 2019 according to IFRS |
1,115 | - 184 | 453 |
|---|---|---|---|
| Transaction-related effects of Akorn |
- 2 | 0 | - 2 |
| Transaction-related effects of biosimilars |
7 | - 3 | 3 |
| Cost optimization program Fresenius Medical Care |
- 4 | 0 | - 1 |
| Transaction-related effects of NxStage |
- 16 | 0 | - 4 |
| Earnings Q1 / 2019, before special items |
1,130 | - 181 | 457 |
| € in millions | EBIT | Interest expenses |
Net income attributable to share holders of Fresenius SE & Co. KGaA |
In the fi rst quarter of 2019, sales by activity were as follows:
| € in millions | Q1 / 2019 | Q1 / 2018 |
|---|---|---|
| Sales from contracts with customers | 8,398 | 8,049 |
| thereof sales of services | 5,847 | 5,638 |
| thereof sales of products and related services |
2,442 | 2,318 |
| thereof sales from long-term production contracts |
107 | 92 |
| thereof further sales from contracts with customers |
2 | 1 |
| Other sales | 97 | 72 |
| Sales | 8,495 | 8,121 |
Other sales include sales from insurance and lease contracts.
Research and development expenses of € 153 million (Q1 / 2018: € 159 million) included expenditures for research and non- capitalizable development costs as well as regular depreciation and amortization expenses relating to capitalized development costs of € 4 million (Q1 / 2018: € 4 million). The expenses for the further development of the biosimilars business included in the research and development expenses amounted to € 27 million in the fi rst quarter of 2019 (Q1 / 2018: € 34 million).
During the fi rst quarter of 2019, there were no material changes relating to accruals for income taxes as well as recognized and accrued payments for interest and penalties. Further information can be found in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
The following table shows the earnings per share including and excluding the dilutive effect from stock options issued:
| Q1 / 2019 | Q1 / 2018 | |
|---|---|---|
| Numerators, € in millions | ||
| Net income attributable to | ||
| shareholders of | ||
| Fresenius SE & Co. KGaA | 453 | 440 |
| less effect from dilution due to | ||
| Fresenius Medical Care shares | – | – |
| Income available to | ||
| all ordinary shares | 453 | 440 |
| Denominators in number of shares | ||
| Weighted-average number of | ||
| ordinary shares outstanding | 556,260,733 | 554,817,933 |
| Potentially dilutive | ||
| ordinary shares | 993,367 | 2,616,099 |
| Weighted-average number | ||
| of ordinary shares outstanding | ||
| assuming dilution | 557,254,100 | 557,434,032 |
| Basic earnings per share in € | 0.81 | 0.79 |
| Fully diluted earnings per share in € | 0.81 | 0.79 |
As of March 31, 2019 and December 31, 2018, cash and cash equivalents were as follows:
As of March 31, 2019 and December 31, 2018, earmarked funds of € 113 million and € 123 million, respectively, were included in cash and cash equivalents.
As of March 31, 2019 and December 31, 2018, trade accounts and other receivables were as follows:
| € in millions | March 31, 2019 | Dec. 31, 2018 |
|---|---|---|
| Cash | 1,167 | 1,273 |
| Time deposits and securities | ||
| (with a maturity of up to 90 days) | 376 | 1,436 |
| Total cash and cash equivalents | 1,543 | 2,709 |
| March 31, 2019 | Dec. 31, 2018 | |||
|---|---|---|---|---|
| € in millions | thereof credit impaired |
thereof credit impaired |
||
| Trade accounts and other receivables | 7,748 | 754 | 6,863 | 671 |
| less allowance for doubtful accounts | 333 | 258 | 323 | 253 |
| Trade accounts and other receivables, net | 7,415 | 496 | 6,540 | 2,162 |
Within trade accounts and other receivables, net, as of March 31, 2019, € 7,668 million relate to revenue from contracts with customers as defi ned by IFRS 15. This amount includes € 333 million of allowance for doubtful accounts. Further trade accounts and other receivables, net relate to lease contracts.
As of March 31, 2019 and December 31, 2018, inventories consisted of the following:
| € in millions | March 31, 2019 | Dec. 31, 2018 |
|---|---|---|
| Raw materials and purchased components |
795 | 761 |
| Work in process | 354 | 326 |
| Finished goods | 2,489 | 2,245 |
| less reserves | 129 | 114 |
| Inventories, net | 3,509 | 3,218 |
At equity investments as of March 31, 2019 in the amount of € 630 million (December 31, 2018: € 650 million) mainly related to the joint venture named Vifor Fresenius Medical Care Renal Pharma Ltd. between Fresenius Medical Care and Galenica Ltd. In the fi rst quarter of 2019, income of € 20 million (Q1 / 2018: € 18 million) resulting from this valuation was included in selling, general and administrative expenses in the consolidated statement of income.
As of March 31, 2019 and December 31, 2018, intangible assets, split into amortizable and non-amortizable intangible assets, consisted of the following:
| March 31, 2019 | December 31, 2018 | |||||
|---|---|---|---|---|---|---|
| € in millions | Acquisition cost |
Accumulated amortization |
Carrying amount |
Acquisition cost |
Accumulated amortization |
Carrying amount |
| Technology | 966 | 244 | 722 | 428 | 235 | 193 |
| Capitalized development costs | 893 | 255 | 638 | 895 | 255 | 640 |
| Customer relationships | 767 | 139 | 628 | 717 | 122 | 595 |
| Tradenames | 700 | 101 | 599 | 699 | 90 | 609 |
| Software | 879 | 447 | 432 | 821 | 433 | 388 |
| Patents, product and distribution rights | 738 | 445 | 293 | 759 | 432 | 327 |
| Non-compete agreements | 334 | 289 | 45 | 329 | 282 | 47 |
| Other | 574 | 300 | 274 | 418 | 289 | 129 |
| Total | 5,851 | 2,220 | 3,631 | 5,066 | 2,138 | 2,928 |
The increase of the position technology mainly relates to the acquisition of NxStage.
| March 31, 2019 | December 31, 2018 | |||||
|---|---|---|---|---|---|---|
| € in millions | Acquisition cost |
Accumulated amortization |
Carrying amount |
Acquisition cost |
Accumulated amortization |
Carrying amount |
| Goodwill | 27,164 | 0 | 27,164 | 25,713 | 0 | 25,713 |
| Tradenames | 237 | 0 | 237 | 199 | 0 | 199 |
| Management contracts | 3 | 0 | 3 | 3 | 0 | 3 |
| Total | 27,404 | 0 | 27,404 | 25,915 | 0 | 25,915 |
The carrying amount of goodwill has developed as follows:
| € in millions | Fresenius Medical Care |
Fresenius Kabi |
Fresenius Helios |
Fresenius Vamed |
Corporate / Other |
Fresenius Group |
|---|---|---|---|---|---|---|
| Carrying amount as of January 1, 2018 | 12,104 | 5,155 | 7,902 | 118 | 6 | 25,285 |
| Additions | 328 | 44 | 102 | 21 | 0 | 495 |
| Disposals | - 664 | 0 | - 1 | – | 0 | - 665 |
| Reclassifi cations | 0 | 0 | - 146 | 146 | 0 | 0 |
| Foreign currency translation | 442 | 156 | 0 | 0 | 0 | 598 |
| Carrying amount as of December 31, 2018 | 12,210 | 5,355 | 7,857 | 285 | 6 | 25,713 |
| Additions | 1,120 | 0 | 15 | 0 | 0 | 1,135 |
| Disposals | – | 0 | 0 | 0 | 0 | – |
| Reclassifi cations | 2 | 0 | 0 | 0 | 0 | 2 |
| Foreign currency translation | 230 | 83 | 0 | 1 | 0 | 314 |
| Carrying amount as of March 31, 2019 | 13,562 | 5,438 | 7,872 | 286 | 6 | 27,164 |
The increase of goodwill mainly relates to the acquisition of NxStage.
As of March 31, 2019 and December 31, 2018, the carrying amounts of the other non-amortizable intangible assets were € 224 million and € 186 million, for Fresenius Medical Care as well as € 16 million for Fresenius Kabi.
As of March 31, 2019 and December 31, 2018, short-term debt consisted of the following:
| Book value | ||
|---|---|---|
| € in millions | March 31, 2019 | December 31, 2018 |
| Fresenius SE & Co. KGaA Commercial Paper | 477 | 973 |
| Fresenius Medical Care AG & Co. KGaA Commercial Paper | 1,000 | 1,000 |
| Other short-term debt | 468 | 381 |
| Short-term debt | 1,945 | 2,354 |
As of March 31, 2019 and December 31, 2018, long-term debt net of debt issuance costs consisted of the following:
| Book value | ||
|---|---|---|
| € in millions | March 31, 2019 | December 31, 2018 |
| Fresenius Medical Care Credit Agreement | 2,296 | 1,887 |
| Fresenius Credit Agreement | 2,088 | 2,116 |
| Schuldschein Loans | 1,636 | 1,629 |
| Accounts Receivable Facility of Fresenius Medical Care | 590 | 0 |
| Capital lease obligations 1 | 0 | 219 |
| Other | 475 | 446 |
| Subtotal | 7,085 | 6,297 |
| less current portion | 342 | 353 |
| Long-term debt, less current portion 2 | 6,743 | 5,944 |
1 The position included liabilities from capital leases in accordance with IAS 17 as of December 31, 2018. From January 1, 2019, these are transferred to current portion of long-term lease liabilities and long-term lease liabilities, less current portion. 2
As of December 31, 2018, the item was designated as long-term debt and capital lease obligations, less current portion and included liabilities from capital leases in accordance with IAS 17. From January 1, 2019, these are transferred to long-term lease liabilities, less current portion.
Fresenius Medical Care Credit Agreement
Fresenius Medical Care AG & Co. KGaA (FMC-AG & Co. KGaA) originally entered into a syndicated credit facility ( Fresenius Medical Care 2012 Credit Agreement) of US\$ 3,850 million and a 5-year tenor on October 30, 2012.
In the years 2014 and 2017, various amendments of the Fresenius Medical Care Credit Agreement were made. These related to the amount and structure of the available tranches, among other items. In addition, the terms have been extended.
The following tables show the available and outstanding amounts under the Fresenius Medical Care Credit Agreement at March 31, 2019 and at December 31, 2018:
| March 31, 2019 | ||||
|---|---|---|---|---|
| Maximum amount available | Balance outstanding | |||
| € in millions | € in millions | |||
| Revolving Credit Facility (in US\$) 2017 / 2022 | US\$ 900million | 801 | US\$246 million | 219 |
| Revolving Credit Facility (in €) 2017 / 2022 | € 600 million | 600 | € 200 million | 200 |
| Term Loan (in US\$) 2017 / 2022 | US\$ 1,320million | 1,175 | US\$1,320 million | 1,175 |
| Term Loan (in €) 2017 / 2020 | € 400 million | 400 | € 400 million | 400 |
| Term Loan (in €) 2017 / 2022 | € 308 million | 308 | € 308 million | 308 |
| Total | 3,284 | 2,302 | ||
| less fi nancing cost | 6 | |||
| Total | 2,296 |
| December 31, 2018 | ||||
|---|---|---|---|---|
| Maximum amount available | Balance outstanding | |||
| € in millions | € in millions | |||
| Revolving Credit Facility (in US\$) 2017 / 2022 | US\$ 900 million | 786 | US\$0 million | 0 |
| Revolving Credit Facility (in €) 2017 / 2022 | € 600 million | 600 | € 0 million | 0 |
| Term Loan (in US\$) 2017 / 2022 | US\$ 1,350 million | 1,179 | US\$1,350 million | 1,179 |
| Term Loan (in €) 2017 / 2020 | € 400 million | 400 | € 400 million | 400 |
| Term Loan (in €) 2017 / 2022 | € 315 million | 315 | € 315 million | 315 |
| Total | 3,280 | 1,894 | ||
| less fi nancing cost | 7 | |||
| Total | 1,887 |
As of March 31, 2019, FMC-AG & Co. KGaA and its subsidiaries were in compliance with all covenants under the Fresenius Medical Care Credit Agreement.
On December 20, 2012, Fresenius SE & Co. KGaA and various subsidiaries entered into a delayed draw syndicated credit
agreement (2013 Credit Agreement) in the original amount of US\$ 1,300 million and € 1,250 million. Since the initial funding of the Credit Agreement in June 2013, additional tranches were added. Furthermore, scheduled amortization payments as well as voluntary repayments have been made. In August 2017, the Credit Agreement was refi nanced and replaced by new tranches with a total amount of approximately € 3,800 million.
The following tables show the available and outstanding amounts under the Fresenius Credit Agreement at March 31, 2019 and at December 31, 2018:
| March 31, 2019 | ||||
|---|---|---|---|---|
| Maximum amount available | Balance outstanding | |||
| € in millions | € in millions | |||
| Revolving Credit Facility (in €) 2017 / 2022 | € 1,000 million | 1,000 | € 0 million | 0 |
| Revolving Credit Facility (in US\$) 2017 / 2022 | US\$ 500 million | 445 | US\$ 0 million | 0 |
| Term Loan (in €) 2017 / 2021 | € 750 million | 750 | € 750 million | 750 |
| Term Loan (in €) 2017 / 2022 | € 850 million | 850 | € 850 million | 850 |
| Term Loan (in US\$) 2017 / 2022 | US\$ 560 million | 498 | US\$ 560 million | 498 |
| Total | 3,543 | 2,098 | ||
| less fi nancing cost | 10 | |||
| Total | 2,088 |
| December 31, 2018 | ||||
|---|---|---|---|---|
| Maximum amount available | Balance outstanding | |||
| € in millions | € in millions | |||
| Revolving Credit Facility (in €) 2017 / 2022 | € 1,000 million | 1,000 | € 0 million | 0 |
| Revolving Credit Facility (in US\$) 2017 / 2022 | US\$ 500 million | 437 | US\$ 0 million | 0 |
| Term Loan (in €) 2017 / 2021 | € 750 million | 750 | € 750 million | 750 |
| Term Loan (in €) 2017 / 2022 | € 875 million | 875 | € 875 million | 875 |
| Term Loan (in US\$) 2017 / 2022 | US\$ 575 million | 502 | US\$ 575 million | 502 |
| Total | 3,564 | 2,127 | ||
| less fi nancing cost | 11 | |||
| Total | 2,116 |
As of March 31, 2019, the Fresenius Group was in compliance with all covenants under the Fresenius Credit Agreement.
As of March 31, 2019 and December 31, 2018, Schuldschein Loans of the Fresenius Group net of debt issuance costs consisted of the following:
| Book value € in millions |
|||||
|---|---|---|---|---|---|
| Notional amount | Maturity | Interest rate fi xed / variable |
March 31, 2019 | Dec 31, 2018 | |
| Fresenius SE & Co. KGaA 2014 / 2020 | € 262 million | April 2, 2020 | 2.67% / variable | 262 | 262 |
| Fresenius SE & Co. KGaA 2017 / 2022 | € 372 million | Jan. 31, 2022 | 0.93% / variable | 371 | 371 |
| Fresenius SE & Co. KGaA 2015 / 2022 | € 21 million | April 7, 2022 | 1.61% | 21 | 21 |
| Fresenius SE & Co. KGaA 2017 / 2024 | € 421 million | Jan. 31, 2024 | 1.40% / variable | 420 | 420 |
| Fresenius SE & Co. KGaA 2017 / 2027 | € 207 million | Jan. 29, 2027 | 1.96% / variable | 207 | 207 |
| Fresenius US Finance II, Inc. 2016 / 2021 | US\$ 342 million | March 10, 2021 | 2.66% / variable | 303 | 297 |
| Fresenius US Finance II, Inc. 2016 / 2023 | US\$ 58 million | March 10, 2023 | 3.12% / variable | 52 | 51 |
| Schuldschein Loans | 1,636 | 1,629 |
In order to optimize the capital structure and to further reduce fi nancing costs, two fl oating rate tranches of Schuldschein Loans due originally on April 2, 2020 in the amount
of € 55 million and € 101 million have been terminated and prepaid as per April 2, 2019.
As of March 31, 2019, the Fresenius Group was in compliance with all of its covenants under the Schuldschein Loans.
In addition to the fi nancial liabilities described before, the Fresenius Group maintains additional credit facilities which have not been utilized, or have only been utilized in part, as of the reporting date. At March 31, 2019, the additional
fi nancial cushion resulting from unutilized credit facilities was approximately € 3.2 billion. Thereof approximately € 2.4 billion accounted for syndicated credit facilities.
As of March 31, 2019 and December 31, 2018, bonds of the Fresenius Group net of debt issuance costs consisted of the following:
| Book value € in millions |
|||||
|---|---|---|---|---|---|
| Notional amount | Maturity | Interest rate | March 31, 2019 | Dec. 31, 2018 | |
| Fresenius Finance Ireland PLC 2017 / 2022 | € 700 million | Jan. 31, 2022 | 0.875% | 697 | 697 |
| Fresenius Finance Ireland PLC 2017 / 2024 | € 700 million | Jan. 30, 2024 | 1.50% | 697 | 696 |
| Fresenius Finance Ireland PLC 2017 / 2027 | € 700 million | Feb. 1, 2027 | 2.125% | 692 | 692 |
| Fresenius Finance Ireland PLC 2017 / 2032 | € 500 million | Jan. 30, 2032 | 3.00% | 494 | 494 |
| Fresenius SE & Co. KGaA 2014 / 2019 | € 300 million | Feb. 1, 2019 | 2.375% | 0 | 300 |
| Fresenius SE & Co. KGaA 2012 / 2019 | € 500 million | Apr. 15, 2019 | 4.25% | 500 | 500 |
| Fresenius SE & Co. KGaA 2013 / 2020 | € 500 million | July 15, 2020 | 2.875% | 499 | 499 |
| Fresenius SE & Co. KGaA 2014 / 2021 | € 450 million | Feb. 1, 2021 | 3.00% | 448 | 447 |
| Fresenius SE & Co. KGaA 2014 / 2024 | € 450 million | Feb. 1, 2024 | 4.00% | 450 | 450 |
| Fresenius SE & Co. KGaA 2019 / 2025 | € 500 million | Feb. 15, 2025 | 1.875% | 494 | 0 |
| Fresenius SE & Co. KGaA 2019 / 2029 | € 500 million | Feb. 15, 2029 | 2.875% | 494 | 0 |
| Fresenius US Finance II, Inc. 2014 / 2021 | US\$ 300 million | Feb. 1, 2021 | 4.25% | 266 | 261 |
| Fresenius US Finance II, Inc. 2015 / 2023 | US\$ 300 million | Jan. 15, 2023 | 4.50% | 265 | 260 |
| FMC Finance VII S.A. 2011 / 2021 | € 300 million | Feb. 15, 2021 | 5.25% | 298 | 297 |
| FMC Finance VIII S.A. 2012 / 2019 | € 250 million | July 31, 2019 | 5.25% | 246 | 246 |
| Fresenius Medical Care AG & Co. KGaA 2018 / 2025 | € 500 million | July 11, 2025 | 1.50% | 496 | 496 |
| Fresenius Medical Care US Finance, Inc. 2011 / 2021 | US\$ 650 million | Feb. 15, 2021 | 5.75% | 576 | 565 |
| Fresenius Medical Care US Finance II, Inc. 2012 / 2019 | US\$ 800 million | July 31, 2019 | 5.625% | 712 | 698 |
| Fresenius Medical Care US Finance II, Inc. 2014 / 2020 | US\$ 500 million | Oct. 15, 2020 | 4.125% | 444 | 435 |
| Fresenius Medical Care US Finance II, Inc. 2012 / 2022 | US\$ 700 million | Jan. 31, 2022 | 5.875% | 621 | 610 |
| Fresenius Medical Care US Finance II, Inc. 2014 / 2024 | US\$ 400 million | Oct. 15, 2024 | 4.75% | 354 | 347 |
| Bonds | 9,743 | 8,990 |
On January 21, 2019, Fresenius SE & Co. KGaA issued bonds with an aggregate volume of € 1.0 billion. The bonds consist of 2 tranches with maturities of 6 and 10 years. The coupon of the 6-year tranche of € 500 million is 1.875% and was issued at a price of 99.257%. The € 500 million tranche with a 10-year maturity has a coupon of 2.875% and was issued at a price of 99.164%. The proceeds were used for general corporate purposes including refi nancing of the bonds issued by Fresenius SE & Co. KGaA in the amount of € 300 million due on February 1, 2019 and € 500 million due on April 15, 2019. These were redeemed at maturity. The
bonds issued by Fresenius SE & Co. KGaA in the amount of € 500 million due on April 15, 2019 are shown as current portion of bonds in the consolidated statement of fi nancial position.
As of March 31, 2019, the bonds issued by FMC Finance VIII S.A. in the amount of € 250 million and the bonds issued by Fresenius Medical Care US Finance II, Inc. in the amount of US\$ 800, due on July 31, 2019, are shown as current portion of bonds in the consolidated statement of fi nancial position.
As of March 31, 2019, the Fresenius Group was in compliance with all of its covenants under the bonds.
As of March 31, 2019 and December 31, 2018, the convertible bonds of the Fresenius Group net of debt issuance costs consisted of the following:
| Book value € in millions |
||||||
|---|---|---|---|---|---|---|
| Notional amount | Maturity | Coupon | Current conversion price |
March 31, 2019 | Dec. 31, 2018 | |
| Fresenius SE & Co. KGaA 2014 / 2019 | € 500 million | Sept. 24, 2019 | 0.000% | € 49.0848 | 495 | 493 |
| Fresenius SE & Co. KGaA 2017 / 2024 | € 500 million | Jan. 31, 2024 | 0.000% | € 106.8947 | 459 | 457 |
| Fresenius Medical Care AG & Co. KGaA 2014 / 2020 | € 400 million | Jan. 31, 2020 | 1.125% | € 73.1980 | 395 | 393 |
| Convertible bonds | 1,349 | 1,343 |
The fair value of the derivatives embedded in the convertible bonds of Fresenius SE & Co. KGaA was € 41 million at March 31, 2019. The derivative embedded in the convertible bonds of Fresenius Medical Care AG & Co. KGaA (FMC-AG & Co. KGaA) was recognized with a fair value of € 27 million at March 31, 2019. Fresenius SE & Co. KGaA and FMC-AG & Co. KGaA have purchased stock options (call options) to hedge future fair value fl uctuations of these derivatives. As of March 31, 2019, the call options had a corresponding aggregate fair value of € 41 million and € 27 million, respectively.
The conversions will be cash-settled. Any increase of Fresenius' share price and of Fresenius Medical Care's share price above the conversion price would be offset by a corresponding value increase of the call options.
The derivatives embedded in the convertible bonds and the call options are recognized in other current and other non-current liabilities / assets in the consolidated statement of fi nancial position.
The convertible bonds issued by Fresenius SE & Co. KGaA in the amount of € 500 million due on September 24, 2019 as well as the convertible bonds issued by FMC-AG & Co. KGaA in the amount of € 400 million due on January 31, 2020, are shown as current portion of convertible bonds in the consolidated statement of fi nancial position.
At March 31, 2019, the pension liability of the Fresenius Group was € 1,277 million. The current portion of the pension liability of € 22 million is recognized in the consolidated statement of fi nancial position within short-term provisions and other short-term liabilities. The non-current portion of € 1,255 million is recorded as pension liability.
Contributions to Fresenius Group's pension fund were € 3 million in the fi rst quarter of 2019. The Fresenius Group expects approximately € 15 million contributions to the pension fund during 2019.
Defi ned benefi t pension plans' net periodic benefi t costs of € 23 million (Q1 / 2018: € 22 million) were comprised of the following components:
| € in millions | Q1 / 2019 | Q1 / 2018 |
|---|---|---|
| Service cost | 16 | 15 |
| Net interest cost | 7 | 7 |
| Net periodic benefi t cost | 23 | 22 |
As of March 31, 2019 and December 31, 2018, noncontrolling interest in the Fresenius Group was as follows:
| € in millions | March 31, 2019 | Dec. 31, 2018 | |
|---|---|---|---|
| Noncontrolling interest in Fresenius Medical Care AG & Co. KGaA |
8,324 | 8,143 | |
| Noncontrolling interest in VAMED AG |
83 | 83 | |
| Noncontrolling interest in the business segments |
|||
| Fresenius Medical Care | 1,176 | 1,144 | |
| Fresenius Kabi | 117 | 102 | |
| Fresenius Helios | 115 | 113 | |
| Fresenius Vamed | 13 | 12 | |
| Total noncontrolling interest | 9,828 | 9,597 |
Noncontrolling interest changed as follows:
| € in millions | Q1 / 2019 |
|---|---|
| Noncontrolling interest as of December 31, 2018 | 9,597 |
| Adjustment due to the initial application of IFRS 16 | - 95 |
| As of January 1, 2019, adjusted | 9,502 |
| Noncontrolling interest in profi t | 261 |
| Purchase of noncontrolling interest | 3 |
| Stock options | 1 |
| Dividend payments | - 43 |
| Currency effects and other changes | - 104 |
| Noncontrolling interest as of March 31, 2019 | 9,828 |
As of January 1, 2019, the subscribed capital of Fresenius SE & Co. KGaA consisted of 556,225,154 bearer ordinary shares.
During the fi rst quarter of 2019, 97,637 stock options were exercised. Consequently, as of March 31, 2019, the subscribed capital of Fresenius SE & Co. KGaA consisted of 556,322,791 bearer ordinary shares. The shares are issued as non-par value shares. The proportionate amount of the subscribed capital is € 1.00 per share.
The following Conditional Capitals exist in order to fulfi ll the subscription rights under the stock option plans of Fresenius SE & Co. KGaA: Conditional Capital II (Stock Option Plan 2008) and Conditional Capital IV (Stock Option Plan 2013) (see note 25, Share-based compensation plans). Another Conditional Capital III exists for the authorization to issue option bearer bonds and / or convertible bonds.
The following table shows the development of the Conditional Capital:
| in € | Ordinary shares |
|---|---|
| Conditional Capital I Fresenius AG Stock Option Plan 2003 | 4,735,083 |
| Conditional Capital II Fresenius SE Stock Option Plan 2008 | 4,296,814 |
| Conditional Capital III option bearer bonds and / or convertible bonds | 48,971,202 |
| Conditional Capital IV Fresenius SE & Co. KGaA Stock Option Plan 2013 | 24,257,969 |
| Total Conditional Capital as of January 1, 2019 | 82,261,068 |
| Fresenius SE Stock Option Plan 2008 – options exercised | - 77,012 |
| Fresenius SE & Co. KGaA Stock Option Plan 2013 – options exercised | - 20,625 |
| Total Conditional Capital as of March 31, 2019 | 82,163,431 |
As of March 31, 2019, the Conditional Capital was composed as follows:
| in € | Ordinary shares |
|---|---|
| Conditional Capital I Fresenius AG Stock Option Plan 2003 | 4,735,083 |
| Conditional Capital II Fresenius SE Stock Option Plan 2008 | 4,219,802 |
| Conditional Capital III option bearer bonds and / or convertible bonds | 48,971,202 |
| Conditional Capital IV Fresenius SE & Co. KGaA Stock Option Plan 2013 | 24,237,344 |
| Total Conditional Capital as of March 31, 2019 | 82,163,431 |
Under the German Stock Corporation Act (AktG), the amount of dividends available for distribution to shareholders is based upon the unconsolidated retained earnings of Fresenius SE & Co. KGaA as reported in its statement of fi nancial position determined in accordance with the German Commercial Code (HGB).
In May 2019, the general partner and the Supervisory Board of Fresenius SE & Co. KGaA's will propose a dividend of € 0.80 per bearer ordinary share to the Annual General Meeting, i.e. a total dividend payment of € 445 million.
In March 2019, Fresenius Medical Care repurchased 1,629,240 ordinary shares for an amount of € 114 million.
The Fresenius Group is routinely involved in claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary course of its business of providing health care services and products. Legal matters that the Fresenius Group currently deems to be material or noteworthy are described below. For the matters described below in which the Fresenius Group believes a loss is both reasonably possible and estimable, an estimate of the loss or range of loss exposure is provided. For the other matters described below, the Fresenius Group believes that the loss probability is remote and / or the loss or range of possible losses cannot be reasonably estimated at this time. The outcome of litigation and other legal matters is always diffi cult to predict accurately and outcomes that are not consistent with Fresenius Group's view of the merits can occur. The Fresenius Group believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that the resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on its business, results of operations and fi nancial condition.
Further information regarding legal disputes, court proceedings and investigations can be found in detail in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS. In the following, only changes as far as content or wording are concerned during the fi rst quarter ended March 31, 2019 compared to the information provided in the consolidated fi nancial statements are described. These changes should be read in conjunction with the overall information in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS; defi ned terms or abbreviations having the same meaning as in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
Fresenius has sued Akorn for damages suffered as a result of lost acquisition expenses.
On March 29, 2019, FMC-AG & Co. KGaA entered into a nonprosecution agreement with the U.S. Department of Justice and a separate agreement with the Securities and Exchange Commission intended to resolve fully and fi nally the government's claims against FMC-AG & Co. KGaA arising from the investigations. FMC-AG & Co. KGaA agreed to pay a combined total in penalties and disgorgement of approximately US\$ 232 million to the government in connection with these agreements. As part of the settlement, FMC-AG & Co. KGaA further agreed to retain an independent compliance monitor for a period of two years and to an additional year of self-reporting. FMC-AG & Co. KGaA continues to cooperate with government authorities in Germany in their review of the issues resolved in the U.S. settlement.
On February 12, 2019, agreement was reached to settle and resolve Kentucky's claims in Beshear in exchange for Fresenius Medical Care Holdings, Inc. (FMCH)'s payment of US\$ 10 million and the case has been dismissed. On April 1, 2019, agreement was reached to settle and resolve Mississippi's claims in Hood for US\$ 16 million and activity has ceased in that case pending the court's expected approval. The Caldwell and Blue Cross Louisiana cases remain unresolved and are proceeding together in federal court in Boston but are subject to undecided motions for severance and remand. There is no trial date in either case. FMC-AG & Co. KGaA has additionally increased its litigation reserves to account for anticipated settlement of some, but not all, of the remaining payor cases. However, at the present time there are no agreements in principle for resolving the remaining cases and litigation through fi nal adjudication may be required in all of them.
On September 6, 2018, a special-purpose entity organized under Delaware law for the purpose of pursuing litigation fi led a Pure Bill of Discovery in a Florida county court seeking discovery from FMCH related to the personal injury settlement, but no other relief. MSP Recovery Claims Series LLC v. Fresenius Medical Care Holdings, No. 2018-030366-CA-01 (11th Judicial Circuit, Dade County, Florida). The Pure Bill was thereafter removed to federal court and transferred into the multidistrict Fresenius Granufl o ® / Naturalyte ® Dialysate Products Liability Litigation in Boston. No. 1:13-MD-02428-DPW (D. Mass. 2013).
On March 12, 2019, plaintiff amended its Pure Bill by fi ling a complaint claiming rights to recover monetary damages on behalf of various persons and entities who are alleged to have assigned to plaintiff their rights to recover monetary damages arising from their having provided or paid for medical services for dialysis patients receiving treatments using FMCH's acid concentrate product. FMCH is responding to the amended complaint.
Trial in the civil litigation is scheduled for April 2020.
The relator subsequently dismissed with prejudice the defendants related to FMCH.
On April 8, 2019, United Healthcare served a demand for arbitration against FMCH. The demand asserts that FMCH unlawfully "steered" patients by waiving co-payments and other means away from coverage under government-funded insurance plans including Medicare into United's commercial plans, including Affordable Care Act exchange plans. FMCH is contesting United's claims and demands.
Upon the initial application of IFRS 16 as of January 1, 2019, the Fresenius Group recognized right-of-use assets of € 5,698 million and lease liabilities of € 5,985 million. The cumulative effect from the fi rst-time application is recognized in the opening balance of retained earnings (- € 44 million) as well as in non-controlling interests (- € 95 million) as of January 1, 2019.
The following table shows a reconciliation of the future minimum rental payments as of December 31, 2018 to the lease liabilities as of January 1, 2019:
| € in millions | 2019 |
|---|---|
| Future minimum rental payments as of December 31, 2018 | |
| (IAS 17) | 7,389 |
| less short-term leases | 35 |
| less leases of low-value assets | 54 |
| less other | 10 |
| Lease liabilities as of January 1, 2019, gross | 7,290 |
| Discounting | 1,305 |
| Lease liabilities as a result of the initial | |
| application of IFRS 16 as of January 1, 2019 1 | 5,985 |
| Capital lease obligations as of December 31, 2018 (IAS 17) | 219 |
| Lease liabilities as of January 1, 2019 | 6,204 |
1 As of December 31, 2018, € 195 million were already included in other liabilities.
The lease liabilities were discounted using the borrowing rate as of January 1, 2019. The weighted-average discount rate was 3.33%.
The Fresenius Group decided not to apply the guidance within IFRS 16 to short-term leases as well as leases for underlying assets of low value. These lease payments will be recognized as an expense over the lease term.
The following table shows the effects on the consolidated statement of income for the fi rst quarter of 2019:
| € in millions | Q1 / 2019 |
|---|---|
| Depreciation on right-of-use assets | 206 |
| Expenses relating to short-term leases | 19 |
| Expenses relating to leases of low-value assets | 9 |
| Expenses relating to variable lease payments | 9 |
| Other expenses from lease agreements | 5 |
| Interest expenses from lease liabilities | 52 |
At March 31, 2019, the carrying amounts of right-of-use assets consisted of the following:
| € in millions | March 31, 2019 |
|---|---|
| Right-of-use assets: Land | 85 |
| Right-of-use assets: Buildings and improvements | 5,281 |
| Right-of-use assets: Machinery and equipment | 491 |
| Right-of-use assets: Advanced Payments | 2 |
| Right-of-use assets | 5,859 |
In the fi rst quarter of 2019, additions to right-of-use assets were € 146 million.
Carrying amounts of fi nancial instruments
As of March 31, 2019 and December 31, 2018, the carrying amounts of fi nancial instruments by item of the statement of fi nancial position and structured according to categories were as follows:
| March 31, 2019 | |||||||
|---|---|---|---|---|---|---|---|
| Relating to no category | |||||||
| € in millions | Carrying amount | Amortized cost | Fair value through profi t and loss 1 |
Fair value through other comprehensive income 2 |
Derivatives designated as cash fl ow hedg ing instruments at fair value |
Noncontrolling interest subject to put provi sions measured at fair value |
Valuation according to IFRS 16 for leasing receiv ables and liabilities |
| Financial assets | |||||||
| Cash and cash equivalents | 1,543 | 1,185 | 358 | ||||
| Trade accounts and other receivables, less allowance for doubtful accounts |
7,415 | 7,312 | 1 | 47 | 55 | ||
| Accounts receivable from and loans to related parties |
30 | 30 | |||||
| Other fi nancial assets 3 | 1,546 | 727 | 316 | 381 | 17 | 105 | |
| Financial assets | 10,534 | 9,254 | 675 | 428 | 17 | 0 | 160 |
| Financial liabilities | |||||||
| Trade accounts payable | 1,760 | 1,760 | |||||
| Short-term accounts payable to related parties |
122 | 122 | |||||
| Short-term debt | 1,945 | 1,945 | |||||
| Short-term debt from related parties | 6 | 6 | |||||
| Long-term debt | 7,085 | 7,085 | |||||
| Long-term lease liabilities | 6,250 | 6,250 | |||||
| Bonds | 9,743 | 9,743 | |||||
| Convertible bonds | 1,349 | 1,349 | |||||
| Other fi nancial liabilities 4 | 4,467 | 2,836 | 753 | 26 | 852 | ||
| Financial liabilities | 32,727 | 24,846 | 753 | 0 | 26 | 852 | 6,250 |
1 All included fi nancial assets and liabilities are mandatorily measured at fair value through profi t and loss according to IFRS 9. 2 The option to measure equity instruments at fair value through other comprehensive income upon implementation of IFRS 9 has been exercised. The option has been used for € 124 million other
investments (included in other fi nancial assets).
3 Other fi nancial assets are included in the item other current and non-current assets in the consolidated statement of fi nancial position.
4 Other fi nancial liabilities are included in the items short-term provisions and other short-term liabilities and long-term provisions and other long-term liabilities in the consolidated statement of fi nancial position.
December 31, 2018
| Relating to no category | |||||||
|---|---|---|---|---|---|---|---|
| € in millions | Carrying amount | Amortized cost | Fair value through profi t and loss 1 |
Fair value through other comprehensive income 2 |
Derivatives designated as cash fl ow hedg ing instruments at fair value |
Noncontrolling interest subject to put provi sions measured at fair value |
Valuation according to IAS 17 for leas ing receivables and liabilities |
| Financial assets | |||||||
| Cash and cash equivalents | 2,709 | 1,291 | 1,418 | ||||
| Trade accounts and other receivables, less allowance for doubtful accounts |
6,540 | 6,445 | 4 | 41 | 50 | ||
| Accounts receivable from and loans to related parties |
29 | 29 | |||||
| Other fi nancial assets 3 | 1,490 | 726 | 262 | 375 | 19 | 108 | |
| Financial assets | 10,768 | 8,491 | 1,684 | 416 | 19 | 0 | 158 |
| Financial liabilities | |||||||
| Trade accounts payable | 1,823 | 1,823 | |||||
| Short-term accounts payable to related parties |
67 | 67 | |||||
| Short-term debt | 2,354 | 2,354 | |||||
| Short-term debt from related parties | – | – | |||||
| Long-term debt and capital lease obligations |
6,297 | 6,078 | 219 | ||||
| Bonds | 8,990 | 8,990 | |||||
| Convertible bonds | 1,343 | 1,343 | |||||
| Other fi nancial liabilities 4 | 4,685 | 3,041 | 793 | 12 | 839 | ||
| Financial liabilities | 25,559 | 23,696 | 793 | 0 | 12 | 839 | 219 |
1 All included fi nancial assets and liabilities are mandatorily measured at fair value through profi t and loss according to IFRS 9.
2 The option to measure equity instruments at fair value through other comprehensive income upon implementation of IFRS 9 has been exercised.
The option has been used for € 124 million (included in other fi nancial assets). 3
Other fi nancial assets are included in the item other current and non-current assets in the consolidated statement of fi nancial position. 4 Other fi nancial liabilities are included in the items short-term provisions and other short-term liabilities and long-term provisions and other long-term liabilities in the
consolidated statement of fi nancial position.
The following table shows the carrying amounts and the fair value hierarchy levels as of March 31, 2019 and December 31, 2018:
| March 31, 2019 | December 31, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Fair value | Fair value | |||||||
| € in millions | Carrying amount |
Level 1 | Level 2 | Level 3 | Carrying amount |
Level 1 | Level 2 | Level 3 |
| Financial assets | ||||||||
| Cash and cash equivalents 1 | 358 | 358 | 1,418 | 1,418 | ||||
| Trade accounts and other receivables, less allowance for doubtful accounts 1 |
48 | 48 | 45 | 45 | ||||
| Other fi nancial assets 1 | ||||||||
| Debt instruments | 353 | 349 | 4 | 334 | 330 | 4 | ||
| Equity investments | 263 | 13 | 250 | 245 | 14 | 231 | ||
| Derivatives designated as cash flow hedging instruments |
17 | 17 | 19 | 19 | ||||
| Derivatives not designated as hedging instruments |
81 | 81 | 58 | 58 | ||||
| Financial liabilities | ||||||||
| Long-term debt | 7,085 | 7,125 | 6,297 | 6,294 | ||||
| Bonds | 9,743 | 10,224 | 8,990 | 9,245 | ||||
| Convertible bonds | 1,349 | 1,452 | 1,343 | 1,416 | ||||
| Other fi nancial liabilities 1 | ||||||||
| Noncontrolling interest subject to put provisions |
852 | 852 | 839 | 839 | ||||
| Accrued contingent payments outstanding for acquisitions |
672 | 672 | 731 | 731 | ||||
| Derivatives designated as cash flow hedging instruments |
26 | 26 | 12 | 12 | ||||
| Derivatives not designated as hedging instruments |
81 | 81 | 62 | 62 |
1 Fair value information is not provided for fi nancial instruments, if the carrying amount is a reasonable estimate of the fair value due to the
relatively short period of maturity of these instruments.
Explanations regarding the signifi cant methods and assumptions used to estimate the fair values of fi nancial instruments and classifi cation of fair value measurements according to the three-tier fair value hierarchy as well as explanations
with regard to existing and expected risks from fi nancial instruments and hedging can be found in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
The following table shows the changes of the fair values of fi nancial instruments classifi ed as level 3 in the fi rst quarter of 2019:
| € in millions | Accrued contingent payments outstand ing for acquisitions |
Noncontrolling interest subject to put provisions |
|---|---|---|
| As of January 1, 2019 | 731 | 839 |
| Additions | 1 | 16 |
| Disposals | - 23 | - 1 |
| Gain / loss recognized in profi t or loss | - 38 | 33 |
| Gain / loss recognized in equity | 0 | - 27 |
| Dividend payments | 0 | - 28 |
| Currency effects and other changes | 1 | 20 |
| As of March 31, 2019 | 672 | 852 |
The Fresenius Group has a solid fi nancial profi le. As of March 31, 2019, the equity ratio was 39.7% and the debt ratio (debt / total assets) was 40.6%. As of March 31, 2019, the leverage ratio (before special items) on the basis of net debt / EBITDA was 3.6, including IFRS 16; excluding IFRS 16: 3.1.
The aims of the capital management and further information can be found in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
The Fresenius Group is covered by the rating agencies Moody's, Standard & Poor's and Fitch.
The following table shows the company rating of Fresenius SE & Co. KGaA:
| March 31, 2019 | Dec. 31, 2018 | |
|---|---|---|
| Standard & Poor's | ||
| Corporate Credit Rating | BBB - | BBB - |
| Outlook | positive | positive |
| Moody's | ||
| Corporate Credit Rating | Baa3 | Baa3 |
| Outlook | stable | stable |
| Fitch | ||
| Corporate Credit Rating | BBB - | BBB - |
| Outlook | stable | stable |
Cash paid for acquisitions (without investments in licenses) consisted of the following:
| € in millions | Q1 / 2019 | Q1 / 2018 |
|---|---|---|
| Assets acquired | 2,177 | 44 |
| Liabilities assumed | - 195 | - 3 |
| Noncontrolling interest | - 23 | 0 |
| Notes assumed in connection with acquisitions |
- 13 | - 3 |
| Cash paid | 1,946 | 38 |
| Cash acquired | - 44 | 0 |
| Cash paid for acquisitions, net | 1,902 | 38 |
| Cash paid for investments, net of cash acquired |
– | 147 |
| Cash paid for intangible assets, net | 9 | 4 |
| Total cash paid for acquisitions and investments, net of cash acquired, |
||
| and net purchases of intangible assets | 1,911 | 189 |
The consolidated segment reporting shown on pages 27 and 28 of this interim report is an integral part of the notes. For the fi rst quarter of 2019, the information given both includes and excludes IFRS 16. Prior year fi gures have not been adjusted.
The Fresenius Group has identifi ed the business segments Fresenius Medical Care, Fresenius Kabi, Fresenius Helios and Fresenius Vamed, which corresponds to the internal organi za tional and reporting structures (Management Approach) at March 31, 2019.
The business segments were identifi ed in accordance with IFRS 8, Operating Segments, which defi nes the segment reporting requirements in the annual fi nancial statements and interim reports with regard to the operating business, product and service businesses and regions. Further explanations with regard to the business segments can be found in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
Explanations regarding the notes on the business segments can be found in the consolidated fi nancial statements as of December 31, 2018 applying Section 315e HGB in accordance with IFRS.
| € in millions Q1 / 2019 |
Q1 / 2018 | ||
|---|---|---|---|
| Total EBIT of reporting segments | 1,141 | 1,062 | |
| Special items | - 15 | - 18 | |
| General corporate expenses Corporate / Other (EBIT) |
- 11 | - 8 | |
| Group EBIT | 1,115 | 1,036 | |
| Net interest | - 184 | - 152 | |
| Income before income taxes | 931 | 884 |
| € in millions March 31, 2019 |
Dec. 31, 2018 | ||
|---|---|---|---|
| Short-term debt | 1,945 | 2,354 | |
| Short-term debt from related parties | 6 | – | |
| Current portion of long-term debt | 342 | 353 | |
| Current portion of long-term lease liabilities |
779 | 0 | |
| Current portion of Bonds | 1,458 | 1,744 | |
| Current portion of convertible bonds | 890 | 493 | |
| Long-term debt, less current portion | 6,743 | 5,944 | |
| Long-term lease liabilities, less current portion |
5,471 | 0 | |
| Bonds, less current portion | 8,285 | 7,246 | |
| Convertible bonds, less current portion | 459 | 850 | |
| Debt | 26,378 | 18,984 | |
| less cash and cash equivalents | 1,543 | 2,709 | |
| Net debt | 24,835 | 16,275 | |
| Net debt excluding lease liabilities | 18,585 | 16,275 |
As of March 31, 2019, Fresenius SE & Co. KGaA had three share-based compensation plans in place: the stock option based Fresenius SE Stock Option Plan 2008 (2008 Plan), the Fresenius SE & Co. KGaA Long Term Incentive Program 2013 (2013 LTIP) which is based on stock options and phantom stocks and the Long Term Incentive Plan 2018 (LTIP 2018) which is solely based on performance shares. Currently, solely LTIP 2018 can be used to grant performance shares.
Transactions during the fi rst quarter of 2019 During the fi rst quarter of 2019, Fresenius SE & Co. KGaA received cash of € 3 million from the exercise of 97,637 stock options.
At March 31, 2019, out of 771,540 outstanding and exercisable stock options issued under the 2008 Plan, 85,140 were held by the members of the Fresenius Management SE Management Board. Out of 8,969,591 outstanding stock options issued under the 2013 LTIP 2,665,229 were exercisable at March 31, 2019. The members of the Fresenius Management SE Management Board held 1,434,375 stock options. 654,519 phantom stocks issued under the 2013 LTIP were outstanding at March 31, 2019. The members of the Fresenius Management SE Management Board held 114,762 phantom stocks. At March 31, 2019, the Management Board members of Fresenius Management SE held 133,434 performance shares and employees of Fresenius SE & Co. KGaA held 415,519 performance shares under the LTIP 2018. As of March 31, 2019, 3,436,769 options for ordinary shares were outstanding and exercisable.
On March 31, 2019, total unrecognized compensation cost related to non-vested options granted under the 2013 LTIP was € 29 million. This cost is expected to be recognized over a weighted-average period of 1.8 years.
During the fi rst quarter of 2019, 28,641 stock options were exercised. Fresenius Medical Care AG & Co. KGaA received cash of € 1.5 million upon exercise of these stock options.
There have been no signifi cant changes in the Fresenius Group's operating environment following the end of the fi rst quarter of 2019. No other events of material importance on the assets and liabilities, fi nancial position, and results of operations of the Group have occurred following the end of the fi rst quarter of 2019.
For each consolidated stock exchange listed entity, the declaration pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz) has been issued and made available to shareholders on the website of Fresenius SE & Co. KGaA (www.fresenius.com / corporate-governance), and of Fresenius Medical Care AG & Co. KGaA (www.freseniusmedicalcare.com).
| Annual General Meeting, Frankfurt am Main | |||
|---|---|---|---|
| Live webcast of the speech of the Chairman of the Management Board | May 17, 2019 | ||
| Payment of dividend 1 | May 22, 2019 | ||
| Report on 1st half 2019 | |||
| Conference call, Live webcast | July 30, 2019 | ||
| Report on 1st – 3rd quarter 2019 | |||
| Conference call, Live webcast | October 29, 2019 |
1 Subject to prior approval by the Annual General Meeting
Subject to change
| ADR | Ordinary share | ||
|---|---|---|---|
| CUSIP | 578 560 | Securities identifi cation no. | |
| Ticker symbol | FRE | Ticker symbol | |
| ISIN | DE0005785604 | ISIN | |
| Structure | FRE GR | Bloomberg symbol | |
| Ratio | FREG.de | Reuters symbol | |
| Trading platform | Frankfurt / Xetra | Main trading location | |
Else-Kröner-Straße 1 Bad Homburg v. d. H. Germany
Investor Relations Telephone: + 49 61 72 6 08-24 85 Telefax: + 49 61 72 6 08-24 88 E-mail: [email protected]
Corporate Communications Telefon: + 49 61 72 6 08-23 02 Telefax: + 49 61 72 6 08-22 94 E-mail: [email protected]
Commercial Register: Bad Homburg v. d. H.; HRB 11852 Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Offi ce and Commercial Register: Bad Homburg v. d. H.; HRB 11673
Management Board: Stephan Sturm (President and CEO), Dr. Francesco De Meo, Rachel Empey, Dr. Jürgen Götz, Mats Henriksson, Rice Powell, Dr. Ernst Wastler Chairman of the Supervisory Board: Dr. Gerd Krick
For additional information on the performance indicators used please refer to our website https://www.fresenius.com/alternative-performance-measures.
Forward-looking statements:
This Quarterly Financial Report contains forward-looking statements. These statements represent assessments which we have made on the basis of the information available to us at the time. Should the assumptions on which the statements are based on not occur, or if risks should arise – as mentioned in the consolidated fi nancial statements and the management report as of December 31, 2018 applying Section 315e HBG in accordance with IFRS and the SEC fi lings of Fresenius Medical Care AG & Co. KGaA – the actual results could differ materially from the results currently expected.
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