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If no timeframe is specified, information refers to Q1-4/2014.
For a detailed overview of special items please see the reconciliation tables on pages 17-18 in the pdf.

 
Fiscal year 2014:

  • Sales: €23.2 billion (+16% in constant currency, +14% at actual rates)
  • EBIT1: €3,158 million (+4% in constant currency, +4% at actual rates)
  • Net income2: €1,086 million (+4% in constant currency, +3% at actual rates)
  • 6% dividend increase to €0.44 per share proposed

 
Q4/2014:

  • Sales: €6.5 billion (+20% in constant currency, +23% at actual rates)
  • EBIT1: €935 million (+7% in constant currency, +11% at actual rates)
  • Net income2: €318 million (+5% in constant currency, +7% at actual rates)

 
Positive Group outlook 20153:

  • Sales growth of 7% to 10% in constant currency
  • Net income4 growth of 9% to 12% in constant currency

 
Ulf Mark Schneider, CEO of Fresenius, said: „2014 was a challenging but successful year for Fresenius. We made significant progress on the integration of the Rhön hospitals, strengthened the Care Coordination initiatives at Fresenius Medical Care, and set new sales and earnings records for the Group. Fresenius sees significant opportunities arising from the increasing demand for affordable, high-quality health care around the globe. We remain highly optimistic about the growth prospects in all our business segments for 2015 and beyond."
 
1Before special items
2Net income attributable to shareholders of Fresenius SE & Co. KGaA; before special items
3Based on February 20 exchange rates applied to the remainder of the year, this implies sales of ~€27 billion and net income of ~€1.27 billion, at the lower-point of the guidance range
4Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2015 before integration costs (~€10 million before tax for hospitals acquired from Rhön-Klinikum AG), before costs for the efficiency program at Fresenius Kabi (~€100 million before tax) and before the gain from the divestment of two HELIOS hospitals (€34 million before tax); 2014 before special items

 
22nd consecutive dividend increase proposed
Based on the strong financial results, the Management Board will propose to the Supervisory Board a dividend increase of 6% to €0.44 per share (2013: €1.25 pre 1:3 share split). The total dividend distribution is expected to be €238 million.
 
Positive Group outlook for 2015
For 2015, Fresenius projects sales growth of 7% to 10% in constant currency. Net income is expected to increase by 9% to 12% in constant currency.
 
The net debt/EBITDA ratio is expected to be at approximately 3.0 at the end of 2015.
  
16% constant currency sales growth – at top end of guidance
Group sales increased by 14% (16% in constant currency) to €23,231 million (2013: €20,331 million). Organic sales growth was 4%. Currency translation had a negative effect of 2%. Acquisitions contributed 12%. Divestitures had a marginal effect on sales growth.
 
In Q4/2014, Group sales increased by 23% (20% in constant currency) to €6,520 million (Q4/2013: €5,299 million). Organic sales growth was 6%.
 
Group sales by region:



4% net income1 growth in constant currency
Group EBITDA2 increased by 5% (6% in constant currency) to €4,095 million (2013: €3,888 million). Group EBIT2 increased by 4% (also 4% in constant currency) to €3,158 million (2013: €3,045 million). The EBIT margin of 13.6% (2013: 15.0%) was impacted by the first-time consolidation of the acquired Rhön hospitals, the rebasing of Medicare‘s dialysis reimbursement rate, a decline in the use of HES blood volume substitutes, and the easing of IV drug shortages in the United States. In Q4/2014, Group EBIT2 increased by 11% (7% in constant currency) to €935 million (Q4/2013: €843 million) and the EBIT margin was 14.3% (Q4/2013: 15.9%).
 
Group net interest increased to -€602 million (2013: -€584 million). This was due to incremental acquisition debt partially offset by more favorable financing conditions.
 
The Group tax rate2 was 28.4% (2013: 27.8%).

Noncontrolling interest was €745 million (2013: €727 million), of which 94% was attributable to the noncontrolling interest in Fresenius Medical Care.

Group net income1 increased by 3% (4% in constant currency) to €1,086 million (2013: €1,051 million). Earnings per share1 increased by 3% (3% in constant currency) to €2.01 (2013: €1.963). The weighted average number of shares outstanding was 540,347,847 (2013: 536,017,95633). In Q4/2014, Group net income1 increased by 7% (5% in constant currency) to €318 million (Q4/2013: €298 million). Earnings per share1 increased to €0.59 (Q4/2013: €0.553).

Group net income (including special items) attributable to shareholders of Fresenius SE & Co. KGaA increased by 6% (6% in constant currency) to € 1,067 million (2013: € 1,011 million). Earnings per share increased by 4% (5% in constant currency) to € 1.97 (2013: € 1.893). In Q4/2014, Group net income attributable to shareholders of Fresenius SE & Co. KGaA (including special items) decreased by 10% (12% in constant currency) to €257 million (Q4/2013: €284 million). Earnings per share decreased to €0.47 (Q4/2013: €0.533).
 
1Net income attributable to shareholders of Fresenius SE & Co. KGaA; before special items
2Before special items
3Adjusted for 1:3 share split in 2014

 

Continued investment in growth
Spending on property, plant and equipment was €1,345 million (2013: €1,073 million). The Company primarily invested in the modernization and expansion of production facilities, dialysis clinics, and hospitals.
 
Total acquisition spending was €2,450 million (2013: €2,754 million), including €816 million for the acquisition of hospitals from Rhön-Klinikum AG and €1,495 million for acquisitions by Fresenius Medical Care.
 
11.1% cash flow margin
Operating cash flow increased by 11% to € 2,585 million (2013: € 2,320 million). The cash flow margin was 11.1% (2013: 11.4%). The margin decrease was mainly attributable to the payment for the W.R. Grace bankruptcy settlement of US$115 million1 in Q1/2014. Operating cash flow in Q4/2014 increased to €890 million with a margin of 13.7% (Q4/2013: €754 million with a margin of 14.2%).
 
Net capital expenditure increased to €1,323 million (2013: €1,047 million). Free cash flow before acquisitions and dividends was €1,262 million (2013: €1,273 million). Free cash flow after acquisitions and dividends was -€1,348 million (2013: -€1,774 million).

1See Annual Report 2013, page 150 f.
 
Solid balance sheet structure
The Group's total assets increased by 22% (15% in constant currency) to €39,897 million (Dec. 31, 2013: €32,758 million). This increase is mainly attributable to the first-time consolidation of hospitals acquired from Rhön-Klinikum AG and acquisitions by Fresenius Medical Care.

Current assets grew by 26% (20% in constant currency) to €10,028 million (Dec. 31, 2013: €7,972 million). Non-current assets increased by 21% (13% in constant currency) to €29,869 million (Dec. 31, 2013: € 24,786 million).

Total shareholders' equity increased by 17% (10% in constant currency) to €15,483 million (Dec. 31, 2013: €13,260 million). The equity ratio was 38.8% (Dec. 31, 2013: 40.5%).

Group debt grew by 21% (13 % in constant currency) to € 15,454 million (Dec. 31, 2013: € 12,804 million). The increase is mainly due to the acquisition of hospitals from Rhön-Klinikum AG and the acquisitions by Fresenius Medical Care.

As of December 31, 2014, the net debt/EBITDA ratio was 3.411 (3.261 at 2014 average exchange rates for both net debt and EBITDA). As of December 31, 2013, the ratio was 2.512.

1 Pro forma acquisitions; before special items
2Pro forma excluding advances made for the acquisition of hospitals from Rhön-Klinikum AG; before special items

 
Increased number of employees

As of December 31, 2014, the number of employees increased by 21% to 216,275 (Dec. 31, 2013: 178,337). This is mainly due to the acquisition of hospitals from Rhön-Klinikum AG and acquisitions at Fresenius Medical Care.
 
Business Segments
 
Fresenius Medical Care

Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure. As of December 31, 2014, Fresenius Medical Care was treating 286,312 patients in 3,361 dialysis clinics.

  • 2014 guidance achieved: US$15.8 billion sales; US$1,045 million net income
  • Acquisitions strengthen Care Coordination initiative
  • Outlook 2015: 5% to 7% sales increase; 0% to 5% net income growth

Sales increased by 8% (10% in constant currency) to US$15,832 million (2013: US$14,610 million). Organic sales growth was 5%. Acquisitions contributed 5%. In Q4/2014, sales increased by 12% to US$4,320 (Q4/2013: US$3,867).
 
Health care services (dialysis services and care coordination) sales increased by 10% (12% in constant currency) to US$12,250 million (2013: US$11,130 million). Dialysis product sales grew by 3% (4% in constant currency) to US$3,582 million (2013: US$3,480 million).
 
In North America, sales increased by 9% to US$10,500 million (2013: US$9,606 million). Health care services sales grew by 10% to US$9,655 million (2013: US$8,772 million). Dialysis product sales increased by 1% to US$845 million (2013: US$834 million).
 
Sales outside North America ("International" segment), grew by 6% (11% in constant currency) to US$5,265 million (2013: US$4,970 million). Health care services sales increased by 10% to US$2,595 million (2013: US$2,358 million). Dialysis product sales grew by 2% to US$2,670 million (2013: US$2,612 million)
 
EBIT was US$ 2,255 million (2013: US$2,256 million) (0% change in constant currency). The EBIT margin was 14.2% (2013: 15.4%). The decrease is mainly due to the rebasing of Medicare's dialysis reimbursement rate in the United States.
 
In Q4/2014, EBIT was US$663 million (Q4/2013: US$661 million). The EBIT margin was 15.4% (Q4/2013: 17.1%).
 
Net income2 attributable to shareholders of Fresenius Medical Care AG & Co. KGaA was US$1,045 million (2013: US$1,110 million). In Q4/2014, net income was US$335 million, a decrease of 4% compared to Q4/2013. The tax rate was 26.2% (Q4/2013: 30.4%). The Q4/2014 tax rate was favorably influenced by the resolution of challenged deductions for civil settlement payments taken in prior years. The FY/2014 tax rate was 31.7% (2013: 32.0%).
 
Operating cash flow was US$1,861 (2013: US$2,035 million). The decrease was mainly attributable to the payment for the W.R. Grace bankruptcy settlement of US$115 million in Q1/2014. The cash flow margin was 11.8% (2013: 13.9%). In Q4/2014, operating cash flow was US$588 million (Q4/2013: US$589 million) with a margin of 13.6% (Q4/2013: 15.2%).
 
For 2015, Fresenius Medical Care expects sales to grow by 5% to 7%. Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to increase by 0% to 5%.

 
For 2016, Fresenius Medical Care expects an acceleration of growth with a sales increase of 9% to 12% and net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA growing by 15% to 20%.

 
The information provided is based on the exchange rates prevailing at the beginning of 2015. Savings from the global efficiency program are included, while potential acquisitions are not. The outlook includes further operating cost investments within the Care Coordination business.

 
As disclosed in the company's long-term target for 2020, Fresenius Medical Care expects sales to grow at an average annual rate of approximately 10% and net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA at an average annual rate in the high single-digits.

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

1Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
2Including cost savings from the global efficiency program

 
Fresenius Kabi
Fresenius Kabi offers infusion therapies, intravenously administered generic drugs and clinical nutrition for seriously and chronically ill patients in the hospital and outpatient environments. The company is also a leading supplier of medical devices and transfusion technology products.

  • 4% organic sales growth, 17% EBIT margin – fully in line with 2014 guidance
  • Efficiency program initiated
  • Outlook 2015: 3% to 5% organic sales growth; 4% to 6% EBIT growth in constant currency
  • New mid-term guidance: 5% to 8% p.a. organic sales growth; 6% to 10% p.a. EBIT growth in constant currency

Sales increased by 3% (5% in constant currency) to €5,146 million (2013: €4,996 million). Sales growth was impacted by a decline in the use of HES blood volume substitutes and easing of IV drug shortages in the United States. Organic sales growth was 4%. Acquisitions contributed 1% to sales. Adverse currency translation effects (-2%) were mainly related to the Euro's appreciation against the currencies in Argentina, Brazil, Canada and South Africa. In Q4/2014, sales increased by 11% (8% in constant currency) to €1,386 million (Q4/2013: €1,254 million).
 
Organic sales growth was 7%.

 
Sales in Europe grew by 2% (organic growth: 3%) to €2,102 million (2013: €2,053 million). Sales in North America increased by 1% (organic growth: 1%) to €1,531 million (2013: €1,522 million). Asia-Pacific sales increased by 6% (organic growth: 7%) to €987 million (2013: €927 million). Sales in Latin America/Africa grew by 6% (organic growth: 14%) to €526 million (2013: €494 million).
 
EBIT1 was €873 million (2013: €926 million), a decrease of 4% in constant currency. EBIT1 was impacted by lower HES sales and the easing of IV drug shortages in the United States. The EBIT margin was 17.0% (2013: 18.5%). In Q4/2014, EBIT was €239 million (Q4/2013: €231 million). The EBIT margin was 17.2% (Q4/2013: 18.4%).
 
Net income2 decreased by 4% to €468 million (2013: €487 million). In Q4/2014, net income2 increased by 9% to €131 million (Q4/2013: €120 million).
 
Operating cash flow increased by 31% to €641 million (2013: €488 million) with a margin of 12.5% (2013: 9.8%). In Q4/2014, operating cash flow increased to €209 million (Q4/2013: €185 million) with a margin of 15.1% (Q4/2013: 14.8%).
 
Integration costs for Fenwal were €50 million pre-tax in 2014. These costs are reported in the Group Corporate/Other segment.
 
On February 16, 2015, Fresenius Kabi sold its German oncology compounding business (CFL). CFL's 2014 sales were €77 million. The business was deconsolidated as of February 1, 2015. The transaction did not result in a material book gain or loss.
 
For 2015, Fresenius Kabi expects organic sales growth of 3% to 5%.3 EBIT growth in constant currency is expected to be in the range of 4% to 6%.3 The implied EBIT margin is 17.5% to 18.5%. Going forward, the company sees attractive value-creating growth opportunities that may be slightly dilutive to EBIT margins. Fresenius Kabi will therefore focus on EBIT growth as a key performance metric.
 
Fresenius Kabi initiated a program designed to increase production efficiency and streamline administrative structures. The company expects implementation costs of approximately €100 million before tax in 2015. Two thirds of the efficiency measures will occur in Europe and the remainder in Asia-Pacific/Latin America/Africa. Approximately 50% of total costs will be cash-effective in 2015, the balance in 2016. The program is expected to lead to initial cost savings of approximately €10 million in 2015. The targeted savings run-rate of €40 million p.a. is expected by 2018.

 
In order to reflect changes in Fresenius Kabi's size and business mix, the company has set new mid-term targets: The company expects organic sales growth of 5% to 8% p.a. and constant currency EBIT growth of 6% to 10% p.a. as a CAGR over the medium-term.

 
1Before special items
2Net income attributable to shareholders of Fresenius Kabi AG; before special items
3Based on February 20 exchange rates applied to the remainder of the year, this implies sales of ~€5.6 billion and EBIT of ~€1,020 million.Fresenius Kabi guidance excludes ~€100 million costs before tax for the efficiency program. For segment reporting purposes, these costs will not be reported in the Fresenius Kabi segment but as special items in the Group segment Corporate/Other. This is consistent with the treatment of integration costs for Fenwal and the acquired Rhön hospitals as well as disposal gains.



Fresenius Helios
Fresenius Helios is Germany's largest hospital operator. HELIOS owns 110 hospitals, thereof 86 acute care clinics including seven maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin, Wiesbaden and Wuppertal and 24 post-acute care clinics. HELIOS treats more than 4.2 million patients per year, thereof more than 1.2 million inpatients, and operates more than 34,000 beds.

  • 4% organic sales growth, EBIT of €553 million – fully in line with 2014 guidance
  • Integration of acquired hospitals from Rhön-Klinikum fully on track
  • Outlook 2015: 3% to 5% organic sales growth, 6% to 9% reported growth;
  • EBIT of €630 to €650 million

 
Sales increased by 55% to €5,244 million (2013: € 3,393 million). The strong increase is mainly due to the first-time consolidation of the acquired hospitals from Rhön-Klinikum AG. Organic sales growth was 4% (2013: 3%). Divestitures reduced sales by 2%. In Q4/2014, sales increased by 59% to €1,361 million (Q4/2013: €856 million), organic sales growth was 5%.
 
EBIT1 grew by 42% to € 553 million (2013: € 390 million). The EBIT margin was 10.5% (2013: 11.5%). The EBIT margin decline is due to the consolidation of the acquired hospitals. In Q4/2014, EBIT1 was €156 million (Q4/2013: €108 million). Sequentially, the EBIT margin increased by 70 bps to 11.5%.
 
Net income2 increased by 45% to €400 million (2013: €275 million). In Q4/2014, net income2 increased by 41% to €114 million (Q4/2013: €81 million).
 
Sales3 of the established hospitals grew by 4% to €3,453 million. EBIT1,3 increased by 5% to €395 million. The EBIT margin was 11.4% (2013: 11.4%3).
 
Sales of the acquired hospitals were €1,791 million, EBIT1 was €158 million and the EBIT margin was 8.8%.
 
The integration of the acquired hospitals is fully on track. In 2014, approximately 40% of the projected near-term cost synergies of €85 million were realized. We expect to realize the remaining 60% in straight-line build-up between now and spring 2016. In 2014, integration costs were €51 million. Total integration costs are expected at the lower end of the €60 to €80 million range. We continue to believe that over the medium-term the acquired hospitals on average can be taken into the upper half of HELIOS' 12% to 15% EBIT margin target range.
 
For 2015, Fresenius Helios projects organic sales growth of 3% to 5% and reported sales growth of 6% to 9%. EBIT is expected to increase to €630 to €650 million.

 
12014 before special items
2Net income attributable to shareholders of HELIOS Kliniken GmbH; 2014 before special items
32013 adjusted for divestitures
 
Fresenius Helios guidance excludes integration costs for the hospitals acquired from Rhön-Klinikum AG (~€10 million before tax) and the gain from the divestment of two HELIOS hospitals (€34 million before tax). For segment reporting purposes, these items will not be reported in the Fresenius Helios segment, but as special items in the Group segment Corporate/Other. This is consistent with the treatment of integration costs for Fenwal and the acquired Rhön hospitals as well as disposal gains.

 
Fresenius Vamed
Fresenius Vamed manages projects and provides services for hospitals and other health care facilities worldwide.

  • 2% sales growth, but flat organic sales growth due to project delays in Russia and Ukraine; 7% EBIT growth in line with guidance
  • €840 million order intake at all-time high
  • Outlook 2015: single-digit organic sales growth; 5% to 10% EBIT growth

Sales increased by 2% to €1,042 million (2013: € 1,020 million). Due to project delays in Russia and Ukraine organic sales growth was flat. Acquisitions contributed 2%. Sales in the project business decreased by 4% to €558 million (2013: € 583 million). Sales in the service business grew by 11% to € 484 million (2013: € 437 million). In Q4/2014, sales increased by 6% to €387 million (Q4/2013: €366 million). Organic sales growth was 4%.
 
EBIT grew by 7% to €59 million (2013: €55 million) with a margin of 5.7% (2013: 5.4%). In Q4/2014, EBIT increased by 7% to €32 million (Q4/2013: €30 million). The EBIT margin was 8.3% (Q4/2013: 8.2%).
 
Net income1 increased by 11% to €41 million (2013: €37 million). In Q4/2014, net income1 increased by 10% to €23 million (Q4/2013: €21 million).
 
Order intake increased by 13% to €840 million (2013: €744 million), reaching a new all-time high. The increase was mainly driven by the modernization contract with the University Hospital Schleswig-Holstein in Germany. As of December 31, 2014, order backlog increased to €1,398 million (Dec. 31, 2013: €1,139 million).

 
In 2015, Fresenius Vamed expects to achieve single-digit organic sales growth and EBIT growth of 5% to 10%.
 
1Net income attributable to shareholders of VAMED AG

 
Press Conference
As part of the publication of the results for fiscal year 2014, a press conference will be held on February 25, 2015 at 10.00 a.m. CET. You are cordially invited to follow the conference call in a live broadcast over the Internet at www.fresenius.com (see Press / Audio-Video-Service). Following the meeting, a replay will be available on our website.

Fresenius is a global health care group, providing products and services for dialysis, hospital and outpatient medical care. In 2014, Group sales were €23.2 billion.

For more information visit the Company's website at www.fresenius.com.

Follow us on Facebook and Twitter: www.facebook.com/fresenius.group and www.twitter.com/fresenius.

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

Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick

General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Dr. Francesco De Meo, Dr. Jürgen Götz,Mats Henriksson, Rice Powell, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick

Fiscal year 2011:

  • Sales €16.5 billion (+3% at actual rates, +6% in constant currency) 
  • EBIT €2,563 million (+6% at actual rates, +9% in constant currency) 
  • Net income1 €770 million (+17% at actual rates, +18% in constant currency)

 

  • Dividend increase by 10% to €0.95 per share proposed 
  • Positive Group outlook 2012: 
    - Sales growth of 10% to 13% in constant currency
    - Net income1 growth of 8% to 11% in constant currency
  • 2012 sales and earnings growth in all business segments expected: 
    - Fresenius Medical Care: Sales of around US$14 billion; 
       Net income2 of around US$1.14 billion 
    - Fresenius Kabi: Organic sales growth of 4% to 6%;
       EBIT margin of 19.5% to 20% 
    - Fresenius Helios: Organic sales growth of 3% to 5%, 
      EBIT of €310 million to €320 million 
    - Fresenius Vamed: Sales and EBIT growth of 5% to 10%

Ulf Mark Schneider, CEO of Fresenius, commented: "2011 was another highly successful year for Fresenius. Our group net income increased by 18% in constant currency after 23% growth in 2010. Based on these strong results we will propose the 19th consecutive dividend increase to our shareholders. We also strengthened our position as a leading global health care group with significant acquisitions in our dialysis and hospital businesses. Looking ahead, we continue to see exciting opportunities for organic and acquired growth in all of our business segments. We therefore enter 2012 full of confidence."

1 Net income attributable to Fresenius SE & Co. KGaA; adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds (MEB) and the Contingent Value Rights (CVR) related to the acquisition of APP Pharmaceuticals. Both are non-cash items and occurred for the last time in 2011.

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

 

19th consecutive dividend increase proposed

Based on the strong financial results, the Management Board will propose to the Supervisory Board a dividend increase of 10% to €0.95 per ordinary share (2010: €0.86). The total dividend distribution is expected to be €155 million.

 

Positive Group outlook 2012

For 2012, Fresenius projects sales growth of 10% to 13%1 in constant currency. Net income2 is expected to increase by 8% to 11% in constant currency. This implies a 2010 through 2012 3-year CAGR (compounded annual growth rate) of 8% to 9% for sales and 16% to 17% for net income.

The Group plans to invest ~5% of sales in property, plant and equipment.

The net debt/EBITDA ratio is projected to be ≤3.0 at year end.

 

Sales growth of 6% in constant currency

Group sales increased by 3% (6% in constant currency) to €16,522 million (2010: €15,972 million). Organic sales growth was 4%. Acquisitions contributed a further 2%. Currency translation had a negative effect of 3%. This is mainly attributable to the average USD/EUR rate in 2011 decreasing 5% compared to 2010.

1 Based on adjusted 2011 sales of €16,361 million due to a U.S. GAAP accounting change at Fresenius Medical Care

2 Net income attributable to Fresenius SE & Co. KGaA; adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds (MEB) and the Contingent Value Rights (CVR) related to the acquisition of APP Pharmaceuticals. Both are non-cash items and occurred for the last time in 2011.

 

Sales in the business segments developed as follows:

Sales in North America were €6,762 million (2010: €7,020 million). Organic sales growth of 1% was affected by the implementation of the new Medicare end-stage renal disease prospective payment system. In Europe organic sales growth was 3% compared to strong prior year's sales. Organic sales growth reached 16% in Asia-Pacific, 13% in Latin America and 16% in Africa.

 

Excellent earnings growth

Group EBITDA grew by 6% (8% in constant currency) to €3,237 million (2010: €3,057 million). Group EBIT increased by 6% (9% in constant currency) to €2,563 million (2010: €2,418 million). The EBIT margin improved by 40 basis points to 15.5% (2010: 15.1%).

Group net interest was -€531 million (2010: -€566 million). Lower average interest rates for debt as well as currency translation had a positive effect.

The other financial result was -€100 million and includes valuation changes of the fair redemption value of the Mandatory Exchangeable Bonds (MEB) of -€105 million and the Contingent Value Rights (CVR) of €5 million. Both are non-cash items. As the CVR were delisted in March 2011, the earnings effect relates solely to Q1 2011. As the MEB came to maturity on August 14, 2011, no further effect on earnings occured after Q3 2011. Upon maturity, the bonds were mandatorily exchanged into ordinary shares of Fresenius Medical Care AG & Co. KGaA.

In Q4/2011 Fresenius SE & Co. KGaA acquired approximately 1.4 million ordinary shares of Fresenius Medical Care AG & Co. KGaA. Therefore, as of December 31, 2011, Fresenius' shareholding of Fresenius Medical Care's ordinary share capital amounted to 30.7%.

The Group tax rate1 decreased to 30.7% inter alia due to tax-free joint-venture income and one-time effects (2010: 32.9%).

Noncontrolling interest increased to €638 million (2010: €583 million), of which 92% was attributable to the noncontrolling interest in Fresenius Medical Care.

Group net income2 increased by 17% (18% in constant currency) to €770 million (2010: €660 million). Earnings per share increased by 16% to €4.73 (2010: €4.08).

Group net income3 (including special items) reached €690 million or €4.24 per share.

A reconciliation to adjusted earnings according to U.S. GAAP can be found on page 16 of this Investor News.

 

Continued investments in growth

The Fresenius Group spent €783 million on property, plant and equipment (2010: €758 million). Acquisition spending was €1,612 million (2010: €644 million). This is primarily due to Fresenius Medical Care's acquisitions of Euromedic's international dialysis service business (International Dialysis Centers), the minority stake in Renal Advantage, Inc. as well as the acquisition of American Access Care. In addition, the acquisition of Katholisches Klinikum Duisburg by Fresenius Helios was completed as of December 31, 2011.

1 Adjusted for the effect of mark-to-market accounting of the Mandatory Exchangeable Bonds (MEB) related to the acquisition of APP Pharmaceuticals

2 Net income attributable to Fresenius SE & Co. KGaA; adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds (MEB) and the Contingent Value Rights (CVR) related to the acquisition of APP Pharmaceuticals. Both are non-cash items and occurred for the last time in 2011.

3 Net income attributable to Fresenius SE & Co. KGaA

 

Cash flow development

Operating cash flow was €1,689 million (2010: €1,911 million), reflecting increased working capital requirements due to business expansion. The cash flow margin was 10.2% (2010: 12.0%). Net capital expenditure was €758 million (2010: €733 million). Free cash flow before acquisitions and dividends was €931 million (2010: €1,178 million). Given the substantial acquisition spending free cash flow after acquisitions and dividends was -€748 million (20101: €345 million).

 

Solid balance sheet structure

The Group's total assets increased by 12% to €26,321 million (Dec. 31, 2010: €23,577 million). In constant currency the increase was 10%. Current assets increased by 11% (10% in constant currency) to €7,151 million (Dec. 31, 2010: €6,435 million). Non-current assets increased by 12% (10% in constant currency) to €19,170 million (Dec. 31, 2010: €17,142 million).

Total shareholders' equity increased by 20% (19% in constant currency) to €10,577 million (Dec. 31, 2010: €8,844 million) mainly due to strong earnings growth as well as the maturity of the MEB. The equity ratio improved to 40.2% (Dec. 31, 2010: 37.5%).

Group debt grew by 12% (9% in constant currency) to €9,799 million (Dec. 31, 2010: €8,784 million) primarily resulting from acquisition financing. Net debt increased by 14% (12% in constant currency) to €9,164 million (Dec. 31, 2010: €8,015 million).

As of December 31, 2011, the net debt/EBITDA ratio was 2.83 (Dec. 31, 2010: 2.62) and therefore within the projected range of 2.5 to 3.0.

Number of employees increased

As of December 31, 2011, Fresenius Group increased the number of its employees by 9% to 149,351 (Dec. 31, 2010: 137,552).

1 Does not include a €100 million cash out for a short-term bank deposit by Fresenius Medical Care in 2010.

 

Fresenius Biotech

Fresenius Biotech develops innovative therapies with trifunctional antibodies for the treatment of cancer. In the field of polyclonal antibodies, Fresenius Biotech has successfully marketed ATG-Fresenius S for many years. ATG-Fresenius S is an immunosuppressive agent used to prevent and treat graft rejection following organ transplantation.

Sales increased by 20% to €30.7 million (2010: €25.5 million). ATG Fresenius S sales increased by 18% to €26.7 million (2010: €22.7 million). Removab sales grew by 43% to €4.0 million (2010: €2.8 million). Fresenius Biotech's EBIT was -€30 million (2010: -€32 million).

In Q4 2011, Fresenius Biotech entered into a long-term distribution agreement with Astellas Pharma, a global leader in transplant medicine, for ATG Fresenius S in the Chinese market.

For 2012, Fresenius Biotech expects an EBIT of -€25 million to -€30 million.

 

Business Segments

Fresenius Medical Care

Fresenius Medical Care is the world's leading provider of services and products for patients with chronic kidney failure. As of December 31, 2011, Fresenius Medical Care was treating 233,156 patients in 2,898 dialysis clinics.

  • EBIT margin improvement to 16.2% 
  • Acquisitions in the U.S. and in Europe strengthen dialysis business 
  •  Outlook 2012: Sales growth of 11% to around US$ 14 billion;
    net income1 growth to around US$1.14 billion

Fresenius Medical Care achieved sales growth of 6% to US$12,795 million (2010: US$12,053 million). Organic sales growth was 2%. Acquisitions contributed further 3%. Currency translation had an effect of 1%.

Sales in dialysis services increased by 5% to US$9,507 million (2010: US$9,070 million). Dialysis product sales grew by 10% to US$3,288 million (2010: US$2,983 million).

In North America sales were US$8,150 million (2010: US$8,130 million). Dialysis services sales were US$7,337 million (2010: US$7,303 million). Average revenue per treatment for U.S. clinics was US$348 in 2011 compared to US$356 in 2010 reflecting the implementation of the new Medicare prospective payment system. Dialysis product sales decreased by 2% to US$813 million (2010: US$827 million) as increased sales of hemodialysis and peritoneal dialysis products could not entirely offset lower pricing of renal drugs.

Sales outside North America ("International" segment) grew by 18% to US$4,628 million (2010: US$3,923 million). Sales in dialysis services increased by 23% to US$2,170 million. Dialysis product sales increased by 14% to US$2,458 million. The growth was mainly driven by higher sales of peritoneal dialysis products, dialyzers, dialysis machines and acute care products.

EBIT increased by 8% to US$2,075 million (2010: US$1,924 million). The EBIT margin improved to 16.2% (2010: 16.0%), mainly due to the EBIT margin improvement in North America, increasing by 60 basis points to 17.6% (2010: 17.0%). This increase was mainly influenced by the development of pharmaceutical costs. In the International segment the EBIT margin improved to 17.4% (2010: 17.3%).

Net income increased by 9% to US$1,071 million (2010: US$979 million).

In 2011, Fresenius Medical Care considerably strengthened its business through acquisitions especially in North America and Europe: the acquisition of American Access Care, as well as the acquisition of International Dialysis Centers, the international dialysis service business of Euromedic. In addition Fresenius Medical Care has announced a merger agreement with Liberty Dialysis Holdings, Inc., the holding company for Liberty Dialysis and Renal Advantage. Closing is expected in Q1 2012.

In January 2012, Fresenius Medical Care placed three tranches of U.S. Dollar and Euro-denominated senior unsecured notes. Proceeds amounting to approximately US$1.81 billion are intended to be used for acquisitions, including the acquisition of Liberty Dialysis Holdings, Inc., to refinance debt and for general corporate purposes.

For 2012, Fresenius Medical Care expects sales to grow to around US$14 billion. This takes into account a change in U.S. GAAP in the presentation of U.S. dialysis service sales which will be shown net of the provision for bad debt. Based on the comparable 2011 sales of US$12,571 million the sales outlook represents an increase of 11% and between 13% and 15% based on constant currencies.

Net income is expected to grow to around US$1.3 billion and net income attributable to Fresenius Medical Care AG & Co. KGaA is expected to grow to around US$1.14 billion with operating margin forecasted to increase to approximately 16.9%.

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

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

 

Fresenius Kabi

Fresenius Kabi offers infusion therapies, intravenously administered generic drugs and clinical nutrition for seriously and chronically ill patients in the hospital and outpatient environments. The company is also a leading supplier of medical devices and transfusion technology products.

  • Excellent year 2011 – All targets exceeded, further EBIT margin increase
    to 20.3%
  • Strong organic sales growth of 9%; 15% growth in emerging markets
  • Outlook 2012: Organic sales growth of 4% to 6% on top of strong 2011 base;
    EBIT margin of 19.5% to 20%; increased mid-term guidance

Fresenius Kabi achieved 8% sales growth to €3,964 million compared to the strong previous year (2010: €3,672 million). Organic sales growth was 9%. Currency translation had a negative effect of 1%. Fresenius Kabi achieved quarterly record sales of €1,014 million in Q4 2011.

In Europe sales grew by 7% to €1,826 million (2010: €1,702 million), driven by organic growth of 6%. In North America sales increased by 3% to €1,002 million (2010: €975 million). Organic growth was 7%. In Asia-Pacific sales increased by 18% to €702 million (2010: €593 million), with excellent organic sales growth of 18%. Sales in Latin America and Africa increased by 8% to €434 million (2010: €402 million), with organic sales growth contributing 10%.

EBIT grew by 9% to €803 million (2010: €737 million). The EBIT margin improved to 20.3% (2010: 20.1%). Strong EBIT growth was achieved in all regions.

Net interest remained at previous year's level of -€278 million (2010: -€279 million).

Net income1 increased by 20% to €354 million (2010: €294 million).

Fresenius Kabi achieved outstanding growth in 2010 and 2011. In 2012, organic sales growth is expected at 4% to 6%, implying a 2010 through 2012 3-year CAGR (compounded annual growth rate) well in the 7% to 10% mid-term guidance range. Fresenius Kabi expects an EBIT margin of 19.5% to 20% and a further increase in earnings.

For the mid-term, Fresenius Kabi slightly increases its EBIT margin target range from 18% to 20% to 18% to 21%. Fresenius Kabi confirms its mid-term annual organic sales growth guidance of 7% to 10%.

Fresenius Kabi plans to host a Capital Market Day on June 12, 2012 in Bad Homburg providing an update on the strategy and growth prospects of the company.

Special items relating to the acquisition of APP Pharmaceuticals are included in the segment "Corporate/Other".

1 Net income attributable to Fresenius Kabi AG

 

Fresenius Helios

Fresenius Helios is one of the largest private hospital operators in Germany. HELIOS owns 65 hospitals, including six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal. HELIOS treats more than 2 million patients per year, thereof approximately 700,000 inpatients, and operates more than 20,000 beds.

  • 4% organic sales growth – 2011 outlook fully achieved
  • EBIT of €270 million at the upper end of already increased guidance -
    EBIT margin increase by 80 basis points to 10.1%
  • Outlook 2012: Organic sales growth of 3% to 5%,
    EBIT of €310 million to €320 million; new mid-term guidance

Sales increased by 6% to €2,665 million (2010: €2,520 million), mainly driven by organic sales growth of 4%. Acquisitions contributed 2% to overall sales growth.

EBIT grew by 15% to €270 million (2010: €235 million). The EBIT margin improved by 80 basis points to 10.1% (2010: 9.3%).

Net income1 increased by 24% to €163 million (2010: €131 million).

The established clinics increased sales by 4% to €2,613 million. EBIT improved by 17% to €276 million. The EBIT margin was at strong 10.6%. The acquired clinics (consolidation < 1 year) achieved sales of €52 million and an EBIT of -€6 million. Restructuring of these hospitals is fully on track.

As of December 31, 2011, HELIOS fully consolidates Katholisches Klinikum Duisburg hospital (KKD). KKD operates a maximum care hospital with 1,034 beds and achieved sales of approximately €134 million in 2010.

HELIOS anticipates closing of the Damp Group acquisition at the end of the first or at the beginning of the second quarter 2012, as the Wismar Hospital was divested in the mean time to secure antitrust clearance.

For 2012, Fresenius Helios expects to achieve organic sales growth of 3% to 5%. EBIT is projected to increase to between €310 million and €320 million.

As a new mid-term goal, Fresenius Helios now targets sales of €4 billion to €4.25 billion (incl. Damp) by 2015 (before: €3.5 billion), driven by organic growth and acquisitions.

1 Net income attributable to HELIOS Kliniken GmbH

 

Fresenius Vamed

Fresenius Vamed offers engineering and services for hospitals and other health care facilities.

  • Continued sales and EBIT growth even after exceptional 2010 results and the unrest in the Middle East/North Africa region 
  • Sales in Q4 2011 for the first time above €250 million 
  •  Outlook 2012: Sales and EBIT growth of 5% to 10%

Fresenius Vamed's sales were €737 million (2010: €713 million). Despite the strong 2010 base and the unrest in the Middle East/North Africa region sales grew by 3%. Sales in the project business increased slightly by 1% to €494 million (2010: €487 million). Sales in the service business grew by 8% to €243 million (2010: €226 million).

EBIT grew to €44 million (2010: €41 million). The EBIT margin improved by 20 basis points to 6.0% (2010: 5.8%). Net income1 increased to €34 million (2010: €30 million).

In Q4 2011, Fresenius Vamed achieved a record order intake of €269 million. New orders include a contract for the construction of phase 2 of the Central Hospital in Libreville, Gabon, with an order volume of €109 million. In 2011, the order intake of €604 million was slightly below the exceptional 2010 level of €625 million. Order backlog was at a new all-time high of €845 million as of December 31, 2011 (Dec. 31, 2010: €801 million).

In 2012, Fresenius Vamed expects to achieve sales and EBIT growth of 5% to 10%.

As a challenging mid-term stretch goal, Fresenius Vamed targets sales of €1 billion by 2014.

1 Net income attributable to VAMED AG

 

Analyst Meeting and Audio Webcast

As part of the publication of the results for fiscal year 2011, an analyst meeting will be held at the Fresenius headquarters in Bad Homburg on February 21, 2012 at 1.30 p.m. CET (7.30 a.m. EST). All investors are cordially invited to follow the conference in a live broadcast over the Internet at www.fresenius.com see Investor Relations, Presentations. Following the meeting, a recording of the conference will be available as video-on-demand.

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

APP Pharmaceuticals ("APP"), a subsidiary of Fresenius Kabi, has received a warning letter dated 22 February 2012 from the New York District FDA office regarding the Company's Grand Island plant. The warning letter follows an inspection at the facility which concluded in July 2011. The Company responded on 27 July 2011 detailing the corrective and preventative actions planned to address the Agency's concerns, and since then has made significant progress in collaboration with the FDA in remedying these issues. In addition, the warning letter refers to the marketing status of five ‘grandfathered' generic products with a total annual sales volume of approx. €15 million.

The Company has full confidence in the quality of the products it has distributed from the Grand Island facility and expects to continue production at the plant. We believe that the ongoing enhancement efforts can be successfully completed without disrupting output.

Both APP and Fresenius Kabi are committed to the highest standards of quality and compliance in manufacturing across its global operations. We regard our relationship with the FDA as critical to both our past and future success, and we will continue to work constructively and expeditiously with the Agency to resolve all the issues addressed in the warning letter.

APP will respond to the FDA within the required 15 working day time frame. No material sales and earnings impact on Fresenius Kabi's U.S. business is expected, and Fresenius Kabi fully confirms its 2012 guidance.

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

Standard & Poor's has raised the corporate credit rating of Fresenius SE & Co. KGaA from BB to BB+.

According to Standard & Poor's, the upgrade primarily reflects the steady increase in Fresenius' revenue diversification, profitability and cash flow generation in an adverse macroeconomic environment.

In addition, the agency has upgraded the issue rating on Fresenius' Senior Notes and Euro Notes (Schuldscheindarlehen) by one notch. The rating BBB- on Fresenius' senior secured credit facilities has been confirmed.

All ratings have been assigned a stable outlook.

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

Fresenius SE & Co. KGaA („Fresenius") has successfully completed the purchase of Fresenius Medical Care AG & Co. KGaA („FME") ordinary shares, as announced on November 16, 2011.

Fresenius purchased 3,500,000 FME ordinary shares. The total transaction volume was approximately €184 million.

As of February 29, 2012, Fresenius owns 94,380,382 FME ordinary shares, representing a voting interest of 31.4%. The intention of the share purchase is to preserve a voting interest in FME above 30% in anticipation of stock option exercises over the coming years.

Fresenius' position as general partner of FME requires ownership of at least 25% of FME's share capital.

Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2 million individuals worldwide. Through its network of 2,898 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 233,156 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.

For more information visit the Company's website at www.fmc-ag.com.

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

Fresenius today announced changes to the company's Management Board. The Supervisory Board of Fresenius Management SE has appointed Rice Powell and Mats Henriksson as new Management Board members, effective January 1, 2013. On the same date, Rice Powell, 56, will succeed Dr. Ben Lipps, 71, as CEO of Fresenius Medical Care, and Mats Henriksson, 44, will succeed Rainer Baule, 63, as CEO of Fresenius Kabi.

Dr. Ben Lipps and Rainer Baule, who will both retire from the Management Board at the end of 2012, have been instrumental to the dynamic growth of the Group.

Dr. Ben Lipps played key roles in the acquisition of the dialysis services provider National Medical Care and the formation of Fresenius Medical Care in 1996 and was appointed CEO in 1999. Under his leadership, Fresenius Medical Care has more than tripled sales while significantly expanding its position as the world's largest provider of dialysis services and products. In recognition of his extraordinary achievements and unique expertise, Dr. Ben Lipps has been appointed Honorary Chairman of the Supervisory Boards of Fresenius Medical Care AG & Co. KGaA and Fresenius Medical Care Management AG, effective January 1, 2013.

Rainer Baule took over as CEO of Fresenius Kabi in 2001, when the company faced major challenges. During his tenure, Fresenius Kabi has more than tripled sales and significantly increased profitability. He has played a key role in the highly successful expansion of the company's international operations. Today, Fresenius Kabi ranks among the global leaders in the fields of generic I.V. drugs, infusion therapies and clinical nutrition.

Rice Powell, who currently serves as CEO of Fresenius Medical Care North America, joined Fresenius Medical Care in 1997 and has been a member of the Fresenius Medical Care Management Board since 2004, from January 1, 2010 as Deputy Chairman. He has more than 30 years of experience in the health care industry. From 1978 to 1996 he held various management positions, among others at Baxter International Inc. and Biogen Inc. Under his leadership, Fresenius Medical Care has significantly expanded its market-leading position in North America and successfully managed the implementation of the new bundled reimbursement system in the U.S.

Mats Henriksson joined Fresenius Kabi in 1999 as a member of the company's Management Board, and has served as President of the Asia Pacific region since 2001. Under his leadership, Fresenius Kabi has seen exceptional growth in this region and now enjoys leading market positions in most Asian countries. Before joining the company, Mats Henriksson held several positions in controlling and finance at Pharmacia & Upjohn.

Ulf Mark Schneider, CEO of Fresenius, said: "Rice Powell and Mats Henriksson have outstanding track records in delivering excellent results for Fresenius Medical Care and Fresenius Kabi over many years. Both bring extensive leadership and industry experience to their new positions. I have worked closely with them for a long time and am very confident they will help us to seize the exciting growth opportunities ahead of us. At the same time, I would like to express my deep gratitude for Dr. Ben Lipps' and Rainer Baule's enormous contributions to our company's success over the last decades."

Dr. Gerd Krick, Chairman of the Fresenius Supervisory Board, stated: "We are pleased to appoint Rice Powell and Mats Henriksson to the Fresenius Management Board. Building on their expertise and leadership abilities, both will continue the extremely successful work of Dr. Ben Lipps and Rainer Baule as CEOs of Fresenius Medical Care and Fresenius Kabi. We were able to fill both Management Board positions from within our own ranks, which demonstrates the stability and strength of our management team and will ensure a smooth transition of leadership.''

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

Fresenius today announced its intention to sell €500 million of senior unsecured notes. The senior notes will have a maturity of 7 years. Proceeds are intended to be used for acquisitions, including the acquisition of the Damp Group, refinancing of short-term debt, and general corporate purposes.

Fresenius Finance B.V, a wholly owned subsidiary of Fresenius SE & Co. KGaA, will issue and offer the senior notes through a private placement to institutional investors.

Fresenius has applied to the Luxembourg Stock Exchange to admit the senior notes to trading on its regulated market.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America (the "United States") or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus to be issued by the company in connection with the offering of such securities. Copies of the prospectus will, following publication, be available free of charge from Fresenius SE & Co. KGaA at Else-Kröner Strasse 1, 61352 Bad Homburg, Germany.

This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

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

HELIOS Kliniken GmbH, a subsidiary of Fresenius, has completed the acquisition of 94.7% of the share capital in Damp Group, following approval by local and antitrust authorities. Damp will be consolidated as of March 31, 2012. The acquisition was announced in October 2011.

Damp is among the ten largest private hospital operators in Germany. The acquisition of Damp is an excellent geographic fit with the HELIOS hospital network in the north and northeast of Germany.

Due to the geographic proximity of the HELIOS hospital Schwerin, HELIOS has divested the Damp hospital Wismar (505 beds, sales of approximately €60 million) to secure regulatory clearance of the transaction. Adjusted for this divestiture, Damp achieved 2010 sales of €427 million.

HELIOS Kliniken Group owns 75 clinics, of which 51 are acute hospitals including six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal, as well as 24 post acute care clinics. In addition, HELIOS has 38 medical care centers. HELIOS is one of the largest providers of inpatient and outpatient care in Germany and treats more than 2.7 million patients per year, more than 750,000 of them as inpatients. HELIOS has over 23,000 beds and more than 43,000 employees. Sales in 2011 were €2.7 billion. HELIOS has its headquarters in Berlin.

For more information visit the company's website at www.helios-kliniken.de.

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

Fresenius successfully placed €500 million of senior unsecured notes. Proceeds are intended to be used for acquisitions, including the acquisition of the Damp Group, refinancing of short-term debt, and general corporate purposes.

The senior notes have a coupon of 4.250%, a maturity of seven years and were issued at par.

The transaction was well received by investors and substantially oversubscribed.

The senior notes were issued by Fresenius Finance B.V., a wholly owned subsidiary of Fresenius SE & Co. KGaA, and offered through a private placement to institutional investors.

Fresenius has applied to the Luxembourg Stock Exchange to admit the senior notes to trading on its regulated market.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America (the "United States") or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus to be issued by the company in connection with the offering of such securities. Copies of the prospectus will, following publication, be available free of charge from Fresenius SE & Co. KGaA at Else-Kröner Strasse 1, 61352 Bad Homburg, Germany.

This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

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

  • Fresenius intends to combine Rhön-Klinikum AG with HELIOS
  • Creating Germany's largest private hospital operator, with approximately €6 billion in sales and substantial cost and growth synergies
  • Fresenius' proposal of €22.50 per share in cash is contingent upon a minimum acceptance threshold of 90%
  • Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) supports the transaction

Fresenius announced today its intention to make a voluntary public takeover offer to Rhön-Klinikum AG shareholders of €22.50 per share in cash. The total purchase price for all outstanding shares in the company is approximately €3.1 billion. The offer, representing a premium of 52% on Rhön-Klinikum AG's closing share price on April 25, 2012 and of 53% on the share's volume weighted average trading price over the last three months (XETRA), is contingent upon a minimum acceptance threshold of 90% of Rhön-Klinikum AG's share capital at the end of the offer period and on antitrust approval.

Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) supports the transaction. He declared that he and his wife will accept the offer and tender all their shares, representing 12.45% of Rhön-Klinikum AG's share capital. Eugen Münch will also recommend acceptance of the offer to other Rhön-Klinikum AG shareholders.

Rhön-Klinikum AG is one of Germany's largest private hospital operators, with reported sales of €2.6 billion and net income of €161 million in 2011. Rhön-Klinikum AG has 53 hospitals with a total of approximately 16,000 beds, as well as 39 health care centers, and treated nearly 2.3 million patients last year.

Ulf Mark Schneider, CEO of Fresenius, said: "The planned acquisition of Rhön-Klinikum AG is a milestone in the further expansion of our hospital business. Patients will benefit as we combine the strengths of Rhön-Klinikum AG and HELIOS to develop new, forward-looking approaches to health care. By extending our health care network across the entire country, we will bring some 75 percent of Germany's people within an hour's drive of one of our hospitals. Combining these two companies will take our proven and attractive hospital business model to the next level.''

Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) stated: "The proposed acquisition opens up new opportunities for Rhön-Klinikum AG. Together, Rhön-Klinikum AG and HELIOS will be in a position to establish broad-based integrated care structures in Germany. This combination will be beneficial for patients, employees and shareholders of Rhön-Klinikum AG. HELIOS will contribute 75 hospitals and a proven management team to this partnership - due to these very special circumstances my wife and I plan to accept the Fresenius offer for the shares we hold. I believe in the growth prospects of the combined company HELIOS-Rhön and do not plan to sell my shares to potential third parties."

Fresenius plans to combine HELIOS with Rhön-Klinikum AG into the new entity HELIOS-Rhön. This entity will have sales of approximately €6 billion1 and be the largest private hospital operator in Germany. Combining HELIOS and Rhön-Klinikum AG will generate significant cost synergies totalling approximately €100 million before tax after the third year following the completion of the transaction. Synergies will be achieved by bundling procurement and service volumes, combining administration, as well as by ongoing efficiency gains across the hospital network. Patients will benefit from further quality improvements as integrated care, brought closer to them through a more geographically extensive hospital network, eliminates the loss of time and resources caused by transfers between acute care and post-acute care, or from outpatient to inpatient treatment.

The transaction is expected to be accretive to Group net income and slightly dilutive to EPS in the first year after closing, and to be slightly accretive to EPS in the second year.

It is planned to make the detailed offer documents public in the second half of May 2012. The aim is to close the transaction in the third quarter of this year. A stock-exchange listing is not planned for the new company. Fresenius anticipates that a few hospital locations may need to be divested to secure antitrust clearance of the transaction.

The company intends to finance the acquisition through a syndicated loan, a bond issue, and through equity instruments in an amount of up to €1 billion. The Else Kröner-Fresenius-Foundation has notified us of its intention to participate in the contemplated equity financing with a high double-digit EURO million amount. Financing through shares in Fresenius Medical Care is ruled out. Financing commitments for the total amount have been received from Deutsche Bank, J.P. Morgan, Société Générale, Credit Suisse and UniCredit.

Group net debt/EBITDA is expected to temporarily exceed 3.0 in 20121, while remaining under 3.5, before returning to the upper end of the target range of 2.5 to 3.0 in 2013.

 

Excellent start into the year - Fresenius raises 2012 outlook

In context with the offer announced today, Fresenius provides an overview on the first quarter 2012 financial results.

Based on preliminary figures, Fresenius achieved excellent financial results in the first quarter of 2012:

Group sales2 increased by 13% (10% in constant currency) to €4,419 million (Q1 2011: €3,923 million). Group EBIT rose by 15% (12% in constant currency) to €661 million (Q1 2011: €575 million). Group net income3 grew by 18% (15% in constant currency) to €200 million (Q1 2011: €170 million). Including an investment gain at Fresenius Medical Care, net income increased to €230 million.

1 Pro forma

2 Previous year's sales were adjusted according to a U.S. GAAP accounting change applicable as of 2012. The sales adjustment of -€39 million in Q1 2011 and of -€161 million for the full year 2011 relate to Fresenius Medical Care.

3 Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for an investment gain of €30 million at Fresenius Medical Care; 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds (MEB) and the Contingent Value Rights (CVR).

The business segments contributed as follows:

Fresenius Medical Care achieved sales growth of 9% (10% in constant currency) to US$3,249 million. EBIT rose by 13% to US$503 million. Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA for the first quarter of 2012 was US$370 million, an increase of 68% compared to the first quarter of 2011. This includes a non-taxable investment gain of US$127 million related to the acquisition of Liberty Dialysis Holdings, Inc., including its 51% stake in Renal Advantage Partners, LLC (RAI). The gain is a result of measuring the 49% equity interest in RAI held by the company at its fair value at the time of the Liberty acquisition and is subject to the finalization of the Liberty purchase accounting. Excluding this investment gain, net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA increased by 10% to US$244 million.

Fresenius Medical Care fully confirms its outlook for 2012. The company expects sales to grow to around US$14 billion. Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to grow to around US$1.14 billion. This does not include the investment gain of approximately US$127 million in the first quarter of 2012.

Fresenius Kabi had an excellent start into the year. Sales increased by 14% to €1,092 million. Organic growth was 11%. EBIT increased by 9% to €215 million.

Based on the excellent financial results in the first quarter of 2012, Fresenius Kabi raises its outlook for 2012 and now forecasts organic sales growth of 6% to 8%. Previously, organic sales growth of 4% to 6% was expected. EBIT margin of 19.5% to 20% is now projected at the upper end of the targeted range.

Fresenius Helios achieved strong sales and EBIT growth. Sales increased by 11% to €717 million. Organic growth was 5% and acquisitions contributed 6%. EBIT grew by 17% to €68 million.

Fresenius Helios improves its EBIT outlook for 2012. EBIT is projected to increase to €310 million to €320 million; the company now expects to achieve the upper end of this range. Fresenius Helios continues to expect organic sales growth of 3% to 5%.

Fresenius Vamed achieved sales growth of 1% to €142 million. EBIT of €5 million was at previous year's level. These results are in line with our expectations.

Fresenius Vamed fully confirms its 2012 outlook and expects to achieve sales and EBIT growth of 5% to 10%.

Based on the Group's excellent financial results in the first quarter of 2012, Fresenius raises its guidance. For 2012, Fresenius now expects net income1 growth of 12% to 15% in constant currency. Previously, the company expected net income growth of 8% to 11%. Sales2 growth of 10% to 13% in constant currency is now projected at the upper end of the targeted range.

The final figures for the first quarter of 2012 will be provided on May 3, 2012, as originally scheduled.

Key figures of the business segments (U.S. GAAP, preliminary)

 

Telephone Conference

A telephone conference will be held at 5 p.m. CEDT on April 26, 2012. All investors are cordially invited to follow the conference call in a live broadcast via the Internet at www.fresenius.com, Investor Relations, Presentations. Following the call, a replay will be available on our website.

1 Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for an investment gain of €30 million at Fresenius Medical Care; 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds (MEB) and the Contingent Value Rights (CVR).

2 Previous year's sales were adjusted according to a U.S. GAAP accounting change applicable as of 2012. The sales adjustment of -€39 million in Q1 2011 and of -€161 million for the full year 2011 relate to Fresenius Medical Care.

HELIOS Kliniken Group owns 75 clinics, of which 51 are acute hospitals including six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal, as well as 24 post-acute care clinics. In addition, HELIOS has 31 medical care centers. HELIOS is the largest providers of inpatient and outpatient care in Germany and treats more than 2.7 million patients per year, more than 750,000 of them as inpatients. HELIOS has over 23,000 beds and more than 43,000 employees. Sales in 2011 were €2.7 billion. HELIOS has its headquarters in Berlin.

For more information visit the company's website at www.helios-kliniken.de.

Safe Harbour Statement

This announcement is neither an offer to purchase nor a solicitation of an offer to sell RK AG shares. The final terms and further provisions regarding the public offer will be disclosed in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The final terms of the public offer may differ from the basic information described herein. Investors and holders of RK AG shares are strongly recommended to read any such offer document and all documents in connection with the public offer as they are published, since they will contain important information.

If any announcements or information in this document contain forward-looking statements, such statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Fresenius and the bidder FPS Beteiligungs AG, for example with regard to the potential consequences of the takeover offer for Rhön-Klinikum, for those Rhön-Klinikum shareholders who choose not to accept the takeover offer or for future financial results of Rhön-Klinikum. Such forward-looking statements are based on current plans, estimates and forecasts which Fresenius and the bidder FPS Beteiligungs AG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing, and usually cannot be influenced by Fresenius and the bidder FPS Beteiligungs AG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements.

The takeover offer will be implemented in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). These provisions may differ considerably from the provisions that apply to public takeovers in the United States of America (the "United States").

The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States to enforce their rights and claims under U.S. federal securities laws, since both the Rhön-Klinikum and the bidder are seated outside the United States. U.S. shareholders may not be able to sue a company seated outside the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company seated outside the United States.

The takeover offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the takeover offer or of the offer document containing the takeover offer have been or will be applied for or initiated by the Bidder and the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.

The takeover offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States.

Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the non-compliance of third parties with any laws.

Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick

General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick

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