Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2023 | |
Document and Entity Information | |
Document Type | 6-K |
Entity Registrant Name | FRESENIUS MEDICAL CARE AG & Co. KGaA |
Entity Central Index Key | 0001333141 |
Document Period End Date | Mar. 31, 2023 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q1 |
Consolidated statements of inco
Consolidated statements of income - EUR (€) € in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Health care services | € 3,712,731 | € 3,606,807 |
Health care products | 991,487 | 941,562 |
Revenue | 4,704,218 | 4,548,369 |
Costs of revenue: | ||
Health care services | 3,022,039 | 2,899,969 |
Health care products | 533,037 | 474,546 |
Costs of revenue | 3,555,076 | 3,374,515 |
Operating (income) expenses: | ||
Selling, general and administrative | 782,154 | 789,973 |
Research and development | 55,760 | 49,673 |
Income from equity method investees | (27,514) | (10,487) |
Other operating income | (117,471) | (128,857) |
Other operating expense | 195,276 | 125,884 |
Operating income | 260,937 | 347,668 |
Other (income) expense: | ||
Interest income | (12,081) | (14,112) |
Interest expense | 94,653 | 83,209 |
Income before income taxes | 178,365 | 278,571 |
Income tax expense | 44,512 | 66,765 |
Net income | 133,853 | 211,806 |
Net income attributable to noncontrolling interests | 47,491 | 54,445 |
Net income attributable to shareholders of FMC AG & Co. KGaA | € 86,362 | € 157,361 |
Basic earnings per share | € 0.29 | € 0.54 |
Diluted earnings per share | € 0.29 | € 0.54 |
Consolidated statements of comp
Consolidated statements of comprehensive income - EUR (€) € in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Consolidated statements of comprehensive income | ||
Net income | € 133,853 | € 211,806 |
Components that will not be reclassified to profit or loss: | ||
Equity method investees - share of OCI | (12,460) | |
FVOCI equity investments | 8,667 | |
Actuarial gain (loss) on defined benefit pension plans | (362) | 143,186 |
Income tax (expense) benefit related to components of other comprehensive income not reclassified | 94 | (43,040) |
Total | (268) | 96,353 |
Components that may be reclassified subsequently to profit or loss: | ||
Gain (loss) related to foreign currency translation | (326,841) | 285,337 |
FVOCI debt securities | 7,989 | (18,989) |
Gain (loss) related to cash flow hedges | 598 | 1,600 |
Cost of hedging | 707 | 767 |
Income tax (expense) benefit related to components of other comprehensive income that may be reclassified | (1,775) | 2,688 |
Total | (319,322) | 271,403 |
Other comprehensive income (loss), net of tax | (319,590) | 367,756 |
Total comprehensive income | (185,737) | 579,562 |
Comprehensive income (loss) attributable to shareholders of FMC AG & Co. KGaA | € 21,453 | € 79,467 |
Consolidated balance sheets
Consolidated balance sheets - EUR (€) € in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | € 1,223,890 | € 1,273,787 |
Trade accounts and other receivables from unrelated parties | 3,905,922 | 3,574,270 |
Accounts receivable from related parties | 89,370 | 140,072 |
Inventories | 2,328,028 | 2,296,214 |
Other current assets | 1,014,505 | 919,112 |
Total current assets | 8,561,715 | 8,203,455 |
Property, plant and equipment | 4,030,260 | 4,152,682 |
Right-of-use assets | 4,051,619 | 4,187,126 |
Intangible assets | 1,416,795 | 1,518,677 |
Goodwill | 15,478,401 | 15,791,181 |
Deferred taxes | 307,416 | 312,679 |
Investment in equity method investees | 798,025 | 773,724 |
Other non-current assets | 856,284 | 814,590 |
Total non-current assets | 26,938,800 | 27,550,659 |
Total assets | 35,500,515 | 35,754,114 |
Liabilities | ||
Accounts payable to unrelated parties | 822,336 | 813,255 |
Accounts payable to related parties | 91,231 | 118,083 |
Current provisions and other current liabilities | 3,322,329 | 3,355,144 |
Short-term debt from unrelated parties | 699,736 | 665,013 |
Short-term debt from related parties | 13,204 | 4,000 |
Current portion of long-term debt | 696,679 | 694,062 |
Current portion of lease liabilities from unrelated parties | 633,397 | 649,844 |
Current portion of lease liabilities from related parties | 24,888 | 23,981 |
Income tax liabilities | 188,037 | 143,932 |
Total current liabilities | 6,491,837 | 6,467,314 |
Long-term debt, less current portion | 7,327,586 | 7,170,734 |
Lease liabilities from unrelated parties, less current portion | 3,740,774 | 3,875,216 |
Lease liabilities from related parties, less current portion | 129,550 | 129,722 |
Non-current provisions and other non-current liabilities | 1,135,039 | 1,183,910 |
Pension liabilities | 521,937 | 514,219 |
Income tax liabilities | 26,697 | 27,345 |
Deferred taxes | 900,165 | 936,475 |
Total non-current liabilities | 13,781,748 | 13,837,621 |
Total liabilities | 20,273,585 | 20,304,935 |
Shareholders' equity: | ||
Ordinary shares, no par value, €1.00 nominal value, 362,370,124 shares authorized, 293,413,449 issued and outstanding as of March 31, 2023 (December 31, 2022: 293,413,449) | 293,413 | 293,413 |
Additional paid-in capital | 3,365,090 | 3,372,799 |
Retained earnings | 10,851,420 | 10,711,709 |
Accumulated other comprehensive income (loss) | (682,020) | (388,468) |
Total FMC AG & Co. KGaA shareholders' equity | 13,827,903 | 13,989,453 |
Noncontrolling interests | 1,399,027 | 1,459,726 |
Total equity | 15,226,930 | 15,449,179 |
Total liabilities and equity | € 35,500,515 | € 35,754,114 |
Consolidated balance sheets (Pa
Consolidated balance sheets (Parenthetical) - € / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Consolidated balance sheets | ||
Nominal value per share | € 1 | € 1 |
Shares authorized | 362,370,124 | 362,370,124 |
Shares issued | 293,413,449 | 293,413,449 |
Shares outstanding | 293,413,449 | 293,413,449 |
Consolidated statements of cash
Consolidated statements of cash flows - EUR (€) € in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net income | € 133,853 | € 211,806 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and impairment loss | 437,814 | 418,957 |
Change in deferred taxes, net | (22,373) | (9,295) |
(Gain) loss from the sale of fixed assets, right-of-use assets, investments and divestitures | (25,900) | (3,636) |
Income from equity method investees | (27,514) | (10,487) |
Interest expense, net | 82,571 | 69,097 |
Changes in assets and liabilities, net of amounts from businesses acquired: | ||
Trade accounts and other receivables from unrelated parties | (406,332) | (232,854) |
Inventories | (88,394) | (62,058) |
Other current and non-current assets | (8,147) | 57,848 |
Accounts receivable from related parties | 49,484 | (17,641) |
Accounts payable to related parties | (25,224) | (53,197) |
Accounts payable to unrelated parties, provisions and other current and non-current liabilities | 61,349 | (161,688) |
Income tax liabilities | 79,590 | 61,891 |
Received dividends from investments in equity method investees | 1,033 | 297 |
Paid interest | (77,255) | (79,484) |
Received interest | 11,855 | 13,442 |
Paid income taxes | (33,575) | (44,301) |
Net cash provided by (used in) operating activities | 142,835 | 158,697 |
Investing activities | ||
Purchases of property, plant and equipment and capitalized development costs | (142,131) | (162,086) |
Acquisitions, net of cash acquired, investments and purchases of intangible assets | (4,195) | (36,227) |
Investments in debt securities | (45,886) | (42,665) |
Proceeds from sale of property, plant and equipment | 1,638 | 2,232 |
Proceeds from divestitures | 12,267 | 13,961 |
Proceeds from sale of debt securities | 15,030 | 13,469 |
Net cash provided by (used in) investing activities | (163,277) | (211,316) |
Financing activities | ||
Proceeds from short-term debt from unrelated parties | 93,346 | 112,262 |
Repayments of short-term debt from unrelated parties | (57,584) | (324,342) |
Proceeds from short-term debt from related parties | 10,204 | 68,000 |
Repayments of short-term debt from related parties | (1,000) | |
Proceeds from long-term debt | 6,472 | 233,362 |
Repayments of long-term debt | (14,193) | (640,088) |
Repayments of lease liabilities from unrelated parties | (179,670) | (175,294) |
Repayments of lease liabilities from related parties | (6,413) | (5,544) |
Increase (decrease) of accounts receivable facility | 232,989 | 520,202 |
Proceeds from exercise of stock options | 792 | |
Distributions to noncontrolling interests | (83,469) | (66,410) |
Contributions from noncontrolling interests | 1,332 | 10,419 |
Net cash provided by (used in) financing activities | 2,014 | (266,641) |
Effect of exchange rate changes on cash and cash equivalents | (31,469) | 10,947 |
Cash and cash equivalents: | ||
Net increase (decrease) in cash and cash equivalents | (49,897) | (308,313) |
Cash and cash equivalents at beginning of period | 1,273,787 | 1,481,655 |
Cash and cash equivalents at end of period | € 1,223,890 | € 1,173,342 |
Consolidated statements of shar
Consolidated statements of shareholders' equity - EUR (€) € in Thousands | Total FMC-AG & Co. KGaA shareholders' equity | Ordinary shares | Additional paid in capital | Retained earnings | Foreign currency translation | Cash flow hedges | Pensions | Fair value changes | Noncontrolling interests | Total |
Balance at beginning of period at Dec. 31, 2021 | € 12,698,783 | € 293,004 | € 2,891,276 | € 10,826,140 | € (982,506) | € (9,115) | € (369,998) | € 49,982 | € 1,280,254 | € 13,979,037 |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 293,004,339 | |||||||||
Proceeds from exercise of options and related tax effects | 1,174 | € 23 | 1,151 | 1,174 | ||||||
Proceeds from exercise of options and related tax effects (in shares) | 22,940 | |||||||||
Transactions with noncontrolling interests without loss of control | (690) | (690) | 229 | (461) | ||||||
Noncontrolling interests due to changes in consolidation group | 268 | 268 | ||||||||
Contributions from/ to noncontrolling interests | (55,423) | (55,423) | ||||||||
Put option liabilities | 35,135 | 35,135 | 35,135 | |||||||
Transfer of cumulative gains/losses of equity investments | 8,542 | (8,542) | ||||||||
Net Income | 157,361 | 157,361 | 54,445 | 211,806 | ||||||
Other comprehensive income (loss) related to: | ||||||||||
Foreign currency translation | 260,315 | 263,402 | (170) | (3,161) | 244 | 25,022 | 285,337 | |||
Cash flow hedges, net of related tax effects | 1,683 | 1,683 | 1,683 | |||||||
Pensions, net of related tax effects | 100,271 | 100,271 | 100,271 | |||||||
Fair value changes, net of related tax effects | (19,535) | (19,535) | (19,535) | |||||||
Comprehensive income | 500,095 | 79,467 | 579,562 | |||||||
Balance at end of period at Mar. 31, 2022 | 13,234,497 | € 293,027 | 2,891,737 | 11,027,178 | (719,104) | (7,602) | (272,888) | 22,149 | 1,304,795 | 14,539,292 |
Balance at end of period (in shares) at Mar. 31, 2022 | 293,027,279 | |||||||||
Balance at beginning of period at Dec. 31, 2022 | 13,989,453 | € 293,413 | 3,372,799 | 10,711,709 | (207,210) | (627) | (155,526) | (25,105) | 1,459,726 | € 15,449,179 |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 293,413,449 | 293,413,449 | ||||||||
Transactions with noncontrolling interests without loss of control | (7,709) | (7,709) | (17,317) | € (25,026) | ||||||
Noncontrolling interests due to changes in consolidation group | (12,857) | (12,857) | ||||||||
Contributions from/ to noncontrolling interests | (51,978) | (51,978) | ||||||||
Put option liabilities | 53,349 | 53,349 | 53,349 | |||||||
Net Income | 86,362 | 86,362 | 47,491 | 133,853 | ||||||
Other comprehensive income (loss) related to: | ||||||||||
Foreign currency translation | (300,803) | (303,972) | 7 | 2,864 | 298 | (26,038) | (326,841) | |||
Cash flow hedges, net of related tax effects | 1,002 | 1,002 | 1,002 | |||||||
Pensions, net of related tax effects | (268) | (268) | (268) | |||||||
Fair value changes, net of related tax effects | 6,517 | 6,517 | 6,517 | |||||||
Comprehensive income | (207,190) | 21,453 | (185,737) | |||||||
Balance at end of period at Mar. 31, 2023 | € 13,827,903 | € 293,413 | € 3,365,090 | € 10,851,420 | € (511,182) | € 382 | € (152,930) | € (18,290) | € 1,399,027 | € 15,226,930 |
Balance at end of period (in shares) at Mar. 31, 2023 | 293,413,449 | 293,413,449 |
The Company and basis of presen
The Company and basis of presentation | 3 Months Ended |
Mar. 31, 2023 | |
The Company and basis of presentation | |
The Company and basis of presentation | 1. The Company and basis of presentation The Company Fresenius Medical Care AG & Co. KGaA (FMC AG & Co. KGaA or the Company), a German partnership limited by shares ( Kommanditgesellschaft auf Aktien In these unaudited notes, “FMC AG & Co. KGaA,” the “Company” or the “Group” refers to Fresenius Medical Care AG & Co. KGaA or Fresenius Medical Care AG & Co. KGaA and its subsidiaries on a consolidated basis, as the context requires. “Fresenius SE” and “Fresenius SE & Co. KGaA” refer to Fresenius SE & Co. KGaA. “Management AG” and the “General Partner” refer to Fresenius Medical Care Management AG which is FMC AG & Co. KGaA’s general partner and is wholly owned by Fresenius SE. “Management Board” refers to the members of the management board of Management AG and, except as otherwise specified, “Supervisory Board” refers to the supervisory board of FMC AG & Co. KGaA. Effective as of January 1, 2023, the Company commenced reporting reflecting its new global operating model in which the Company reorganized its business into two global operating, and Basis of presentation The consolidated financial statements and other financial information included in the Company’s quarterly reports furnished under cover of Form 6-K and its Annual Report on Form 20-F are prepared solely in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), using the euro as the Company’s reporting and functional currency. The interim financial report is prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, and contains condensed financial statements, in that it does not include all of the notes that would be required in a complete set of financial statements, but rather selected explanatory notes. However, the primary financial statements are presented in the format consistent with the consolidated financial statements as presented in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 (the 2022 Form 20-F) in accordance with IAS 1, Presentation of Financial Statements. The interim consolidated financial statements at March 31, 2023 and for the three-months ended March 31, 2023 and 2022 contained in this report are unaudited and should be read in conjunction with the consolidated financial statements contained in the Company’s 2022 Form 20-F. The preparation of interim consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such interim financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments are of a normal recurring nature. The Company applies IAS 29, Financial Reporting in Hyperinflationary Economies (IAS 29), in its Argentine, Lebanese and Turkish subsidiaries due to inflation in these countries. The table below details the date of initial application of IAS 29 and the specific inputs used to calculate the gain or loss on net monetary position on a country-specific basis for the three months ended March 31, 2023. The ongoing re-translation effects of hyperinflationary accounting and its impact on comparative amounts are recorded in other comprehensive income (loss) within the Company’s interim consolidated financial statements. The subsequent gains or losses on net monetary position are recorded in other operating income and other operating expense, respectively, within the Company’s consolidated statements of income and within Other current and non-current assets within the Company’s consolidated statements of cash flows. Inputs for the calculation of (gains) losses on net monetary positions Argentina Lebanon Turkiye Date of IAS 29 initial application July 1, 2018 December 31, 2020 June 30, 2022 Consumer price index National Institute of Statistics & Censuses Central Administration of Statistics Turkish Statistical Institute Index at March 31, 2023 1,381.2 3,710.5 1,269.8 Calendar year increase 22 % 81 % 13 % (Gain) loss on net monetary position in € THOUS 15,044 (772) 247 The effective tax rates of 25.0% for the three months ended March 31, 2023 (24.0% for the three months ended March 31, 2022), are recognized on the basis of the best estimate made for the weighted average annual income tax rate expected for the full year and applied to income before income taxes reported in the interim financial statements. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results of operations for the year ending December 31, 2023. In connection with the implementation of the Company’s new global operating model as noted above, the Company performed a reallocation of goodwill to the segments under its new operating structure and evaluated the effects of this reallocation on the recoverability of goodwill. Goodwill which was attributable to the respective cash generating units (CGUs) was directly allocated. The remaining goodwill was allocated to the respective CGUs based on the average of the CGUs’ budgeted profit and loss contribution of the following three years in order to capture the synergies created in Care Enablement when acquiring an entity or assets in Care Delivery. One group of CGUs was identified in each of the Company’s operating segments (Care Enablement and Care Delivery) as of January 1, 2023 with no indication of impairment. Goodwill as of March 31, 2023 was €15,478,401 (January 1, 2023: €15,791,181), thereof €13,365,051 (January 1, 2023: €13,642,445) in Care Delivery and €2,113,350 (January 1, 2023: €2,148,735) in Care Enablement. In the first quarter of 2023, the market capitalization of the Company increased by 28% to €11,472,466 at March 31, 2023 (December 31, 2022: €8,969,649). However, the market capitalization remains below total FMC AG & Co. KGaA shareholders’ equity, which decreased by 1% to €13,827,903 at March 31, 2023 (December 31, 2022: €13,989,453). Due to the carrying amount of net assets exceeding the Company’s market capitalization, an increase in interest rates and ongoing uncertainties in the macroeconomic environment, the Company reviewed the impacts on the goodwill impairment test, which was performed for goodwill reallocation purposes as of January 1, 2023. During the first quarter of 2023, the Company compared the carrying amounts of its CGUs, Care Delivery and Care Enablement, to the respective CGU’s value in use, using the free cash flows of the CGUs considered in the impairment test as of January 1, 2023, the Company updated its free cash flow projections with the results of the latest available assessments. The projections were prepared based on the status of current initiatives without considering any growth and improvement from initiatives related to the transformation of the Company’s operating structure and steps to achieve cost savings (FME25 Program) which have not yet commenced as of March 31, 2023. The following table shows the key assumptions of value-in-use calculations, which are presented based upon the goodwill impairment test performed as of March 31, 2023. Key assumptions in % Care Delivery Care Enablement Average revenue growth in ten year projection period mid-single-digit mid-single-digit Average EBIT growth in ten year projection period high-single-digit low-double-digit Residual value growth 1.00 1.00 Pre-tax WACC 9.65 9.02 After-tax WACC 7.37 6.80 For a detailed description of the impairment test procedure, see notes 1 g) and 2 a) of the consolidated financial statements contained in the 2022 Form 20-F. As of March 31, 2023, the impairment test procedure was performed on our new operating segments (Care Delivery and Care Enablement). The assessment did not result in any indication of impairment as of March 31, 2023. Management continues to monitor the situation. The recoverable amount of the Care Enablement group of CGUs exceeded the carrying amount by €683,082, as of March 31, 2023. Based on the assessment performed, the sensitivity analyses for this cash generating unit showed that an impairment loss would not be required to be recognized even if the after-tax discount rate of 6.8% were to increase by 6%. The operating income margin of each projection year would need to decline by 0.76 percentage points for Care Enablement in order for the recoverable amount (value in use) to equal the carrying amount. In the consolidated statements of income, Costs of revenue in the amount of €84,241 for the three months ended March 31, 2022 have been revised from “Selling, general and administrative” expense to more appropriately reflect these expenses and disclose these amounts in accordance with the way in which management reviews the new operating segments starting on January 1, 2023 alongside the transformation of the Company’s operating segments in connection with the FME25 Program. This revision was a result of an evaluation of internal and external reporting by management with a goal of increasing transparency and aligning financial information which management believes is more relevant to an understanding of the Company’s financial performance. This evaluation led to a voluntary refinement to the Company’s policy regarding the presentation of certain expenses by which expense classification is determined on a group-wide cost center approach, expenses aligned to providing services and involved in generating revenue are allocated to Costs of revenue and expenses aligned with administrative functions and activities are classified as Selling, general and administrative expenses. Additionally, the Company elected to voluntarily present Other operating income and Other operating expense separately in the consolidated statements of income. For the three months ended March 31, 2022, Other operating income and Other operating expense in the amount of €128,857 and €125,884, respectively, have been revised from “Selling, general and administrative” expense to conform to the current year’s presentation, which was revised in connection with the FME25 Program in order to harmonize external reporting to the way in which management reviews the Company’s results and to provide more relevant information to users of its financial statements. Other operating income and expense includes, but is not limited to, foreign exchange gains and losses, gains and losses on right-of-use assets and from the sale of fixed assets and clinics, the impacts from the revaluation of certain investments and certain income and expenses incurred in connection with certain strategic divestiture programs. For further information regarding the material components of Other operating income and expense, see note 3 c). On May 9, 2023, the Management Board authorized the issuance of the Company’s interim consolidated financial statements (unaudited). New accounting pronouncements Recently implemented accounting pronouncements The Company has prepared its interim consolidated financial statements at and for the three months ended March 31, 2023 in conformity with IFRS that have to be applied for the interim periods starting on or after January 1, 2023. In the three months ended March 31, 2023, the Company applied the following new standard relevant for its business for the first time: IFRS 17, Insurance Contracts In May 2017, the IASB issued IFRS 17, Insurance Contracts (IFRS 17). In June 2020 and December 2021, further amendments were published. 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 updated estimates and assumptions that reflect the timing of cash flows and any uncertainty relating to insurance contracts. The Company provides reinsurance to a health care insurer of end-stage renal diseases. Premium revenue is received throughout the year based on claims experience. For this reinsurance contract, the Company applies the premium allocation approach (PAA) under IFRS 17 as the contract boundary of the cash flows is one year or less. On initial recognition of the liability for incurred claims, the estimation and valuation process remains unchanged as compared to the application of IFRS 4. The subsequent measurement of the insurance liability is based on the estimated cost of settling the claims incurred, but not yet recorded (IBNR). IBNR is estimated using actual paid claim data and applying historical claim completion factors, which may include the effects of both inflationary and socio-economic factors as well as using past experience adjusted for current trends and any other factors that would modify past experience. Regarding the measurement of the liability for the remaining coverage, the liability is equal to the premiums received less any insurance acquisition cash flows. Any insurance acquisition cash flows will be expensed when incurred. The Company does not consider the effects and time value of money when measuring the liability for the remaining coverage as the related cash flows are expected to be paid or received within one year or less from the date the claims are incurred. The Company does not receive any premiums in advance. As a result, the liability for the remaining coverage is zero. The Company has applied the modified retrospective approach at the date of transition due to the impracticability of collecting cash flow estimations and risk adjustments for non-financial risk at the date of initial recognition of the reinsurance contract. Insurance premium revenues are recognized based upon the passage of time, therefore the pattern of revenue recognition has not changed with the application of IFRS 17. IFRS 17 did not have a material impact on the Company’s accounting for liabilities, net income or retained earnings, specifically as it relates to the Company’s reinsurance contract. For additional information regarding revenues from insurance contracts, see note 3 a) below. The following table shows a reconciliation the Company’s sole portfolio of insurance contracts, which reconciles the insurance contract receivables (liabilities) as of March 31, 2023 in accordance with IFRS 17 which is recognized in the consolidated balance sheet within Trade accounts and other receivables from unrelated parties: Insurance contract receivables and liabilities in € THOUS 2023 Present value of Risk adjustment for future cash flows non-financial risk Total Insurance contract receivables (liabilities) as at Jan 1, 18,085 (1,801) 16,284 Incurred claims and other directly attributable expenses (108,549) 779 (107,770) Changes that relate to past service – changes in the fulfillment cash-flows relating to LIC (21,222) — (21,222) Claims and other directly attributable expenses paid — — — Premium revenue 140,396 — 140,396 Foreign currency translation and other changes (489) 25 (464) Insurance contract receivables (liabilities) as at March 31, 28,221 (997) 27,224 Recent accounting pronouncements not yet adopted In the Company’s view, there were no pronouncements issued by the IASB which have not yet been adopted that are expected to have a material impact on the consolidated financial statements. |
Acquisitions, business combinat
Acquisitions, business combinations, investments (including debt securities) and purchases of intangible assets | 3 Months Ended |
Mar. 31, 2023 | |
Acquisitions, business combinations, investments (including debt securities) and purchases of intangible assets | |
Acquisitions, business combinations, investments (including debt securities) and purchases of intangible assets | 2. Acquisitions, business combinations, investments (including debt securities) and purchases of intangible assets The Company completed acquisitions, investments (including debt securities) and the purchase of intangible assets in the amount of €50,081 and €82,706 for the three months ended March 31, 2023 and 2022, respectively. On August 24, 2022 (Acquisition Date), the Company completed a business combination among Fresenius Health Partners, Inc. (FHP), the value-based care division of the Company’s wholly-owned subsidiary Fresenius Medical Care Holdings, Inc., with InterWell Health LLC, a physician organization driving innovation in the kidney care space in the U.S., and Cricket Health, Inc. (Cricket), a U.S. provider of value-based kidney care with a patient engagement and data platform. The new company, InterWell Topco L.P. (NewCo), operates under the InterWell Health brand. This business combination was conducted as a non-cash transaction. The contributions of the net assets of InterWell Health LLC and Cricket were accounted for as a business combination in accordance with IFRS 3. The Company’s contribution of the net assets of FHP was recorded under common control at their respective carrying values at the Acquisition Date and the reduction of the Company’s interest in FHP, in exchange for net assets received of InterWell Health LLC and Cricket, was accounted for as an equity transaction. Upon consummation of the business combination described above, the Company holds approximately 75% of NewCo. The former owners of Cricket and InterWell Health LLC hold approximately 17% and 8%, respectively, as noncontrolling interests in NewCo. The Company is in the process of reviewing and finalizing the information necessary for the purchase price allocation, including, but not limited to, the final capital interest allocation. Any adjustments to acquisition accounting, net of related income tax effects, will be recorded with a corresponding adjustment to goodwill within one year from the Acquisition Date. Goodwill initially recorded in connection with the transaction was $703,070 (€707,742), which has subsequently been reduced by $43,519 (€43,809) during the fourth quarter of 2022 to account for changes in the purchase price allocation. |
Notes to the consolidated state
Notes to the consolidated statements of income | 3 Months Ended |
Mar. 31, 2023 | |
Notes to the consolidated statements of income | |
Notes to the consolidated statements of income | 3. Notes to the consolidated statements of income a) Revenue Due to the change in the Company’s operating structure as well as the implementation of IFRS 17, the Company has adjusted the prior year financial information below in order to conform to the current year’s presentation. The Company has recognized the following revenue in the consolidated statements of income for the three months ended March 31, 2023 and 2022: Revenue in € THOUS For the three months ended March 31, 2023 Revenue from Revenue from contracts with insurance Revenue from customers contracts lease contracts Total Health care services 3,572,335 140,396 — 3,712,731 Health care products 976,569 — 14,918 991,487 Total 4,548,904 140,396 14,918 4,704,218 For the three months ended March 31, 2022 Revenue from Revenue from contracts with insurance Revenue from customers contracts lease contracts Total Health care services 3,492,515 114,292 — 3,606,807 Health care products 911,982 — 29,580 941,562 Total 4,404,497 114,292 29,580 4,548,369 The following table contains a disaggregation of revenue by categories for the three months ended March 31, 2023 and 2022: Disaggregation of revenue by categories in € THOUS For the three months ended March 31, 2023 2022 Care Delivery US 3,002,715 2,929,938 International 752,832 717,451 Total (1) 3,755,547 3,647,389 Care Enablement Total (including inter-segment revenues) (1) 1,310,529 1,267,269 Inter-segment eliminations (361,858) (366,289) Total Care Enablement revenue external customers 948,671 900,980 Total 4,704,218 4,548,369 (1) For further information on segment revenues, see note 12. b) Research and development expenses Research and development expenses of €55,760 for the three months ended March 31, 2023 (for the three months ended March 31, 2022: €49,673) included research and non-capitalizable development costs as well as depreciation and amortization expenses related to capitalized development costs of €2,428 (for the three months ended March 31, 2022: €2,066). c) Other operating income and Other operating expense Other operating income of €117,471 for the three months ended March 31, 2023 (for the three months ended March 31, 2022: €128,857) included foreign exchange gains of €72,140 (for the three months ended March 31, 2022: €105,620), gains on right-of-use assets, from the sale of fixed assets and clinics of €13,625 (for the three months ended March 31, 2022: €14,094) and other operating income items of €31,706 including the impacts from the revaluation of certain investments (for the three months ended March 31, 2022: €9,143). Other operating expense of €195,276 for the three months ended March 31, 2023 (for the three months ended March 31, 2022: €125,884) included foreign exchange losses of €84,403 (for the three months ended March 31, 2022: €101,417), losses on right-of-use assets, from the sale of fixed assets, clinics and investments of €10,539 (for the three months ended March 31, 2022: €10,327) and other operating expense items of €100,334 (for the three months ended March 31, 2022: €14,140) primarily related to strategic divestiture program expenses identified during the review of our business portfolio, mainly due to exiting unsustainable markets and non-core businesses, as well as the cessation of certain research and development programs to enable more focused capital allocation towards areas in our core business that are expected to have higher profitable growth (Legacy Portfolio Optimization). During the three months ended March 31, 2023, expenses associated with Legacy Portfolio Optimization in the amount of €83,439 related to the cessation of a dialysis cycler development program and comprised of the derecognition of capitalized development costs as well as termination costs (including certain contractual obligation expenses) (€59,113) and the impairment of intangible assets (licenses and distribution rights) and tangible assets (€24,326). d) Earnings per share The following table contains reconciliations of the numerators and denominators of the basic and diluted earnings per share computations for the three months ended March 31, 2023 and 2022: Reconciliation of basic and diluted earnings per share in € THOUS, except share and per share data For the three months ended March 31, 2023 2022 Numerator: Net income attributable to shareholders of FMC AG & Co. KGaA 86,362 157,361 Denominators: Weighted average number of shares outstanding 293,413,449 293,007,109 Potentially dilutive shares — 71,206 Basic earnings per share 0.29 0.54 Diluted earnings per share 0.29 0.54 e) Impacts of severe acute respiratory syndrome coronavirus 2 (COVID-19) The Company provides life-sustaining dialysis treatments and other critical health care services and products to patients. The Company’s patients need regular and frequent dialysis treatments, or else they face significant adverse health consequences that could result in hospitalization or death. To be able to continue care for its patients in light of COVID-19, the Company determined that it needed to implement a number of measures, both operational and financial, to maintain an adequate workforce, to protect its patients and employees through expanded personal protective equipment protocols and to develop surge capacity for patients suspected or confirmed to have COVID-19. Additionally, the Company experienced a loss of revenue due to the pandemic in certain parts of its business, partially offset by increased demand for its services and products in other parts. Various governments in regions in which the Company operates have provided economic assistance programs to address the consequences of the pandemic on companies and support health care providers and patients. The Company recorded €1,706 and €18,191 for the three months ended March 31, 2023 and 2022, respectively, within the statement of profit and loss for government grants in various regions in which it operates. In addition to the costs incurred which are eligible for government funding in various countries, the Company has been affected by impacts that COVID-19 had on the global economy and financial markets as well as effects related to lockdowns. During the three months ended March 31, 2022, the Company received an additional $2,306 (€2,056), in U.S. Department of Health and Human Services (HHS) funding available for health care providers affected by the COVID-19 pandemic. During the three months ended March 31, 2023, the Company did not receive additional funding from HHS. The remaining amount of U.S. government grants received recorded in deferred income was $3,629 (€3,337) and $6,104 (€5,723) at March 31, 2023 and December 31, 2022, respectively. |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related party transactions | |
Related party transactions | 4. Related party transactions Fresenius SE is the Company’s largest shareholder and owns 32.2% of the Company’s outstanding shares at March 31, 2023. The Else Kröner-Fresenius-Stiftung is the sole shareholder of Fresenius Management SE, the general partner of Fresenius SE, and has sole power to elect the supervisory board of Fresenius Management SE. The Company has entered into certain arrangements for services and products with Fresenius SE or its subsidiaries and with certain of the Company’s equity method investees as described in item a) below. The arrangements for leases with Fresenius SE or its subsidiaries are described in item b) below. The Company’s terms related to the receivables or payables for these services, leases and products are generally consistent with the normal terms of the Company’s ordinary course of business transactions with unrelated parties and the Company believes that these arrangements reflect fair market terms. The Company utilizes various methods to verify the commercial reasonableness of its related party arrangements. Financing arrangements as described in item c) below have agreed-upon terms which are determined at the time such financing transactions occur and reflect market rates at the time of the transaction. The relationship between the Company and its key management personnel who are considered to be related parties is described in item d) below. a) Service agreements and products The Company is party to service agreements with Fresenius SE and certain of its affiliates (collectively Fresenius SE Companies) to receive services, including, but not limited to: administrative services, management information services, employee benefit administration, insurance, information technology services, tax services and treasury management services. These related party agreements generally have a duration of 1 to 5 years and are renegotiated on an as needed basis when the agreement comes due. The Company also provides administrative services to one of its equity method investees. The Company sells products to Fresenius SE Companies and purchases products from Fresenius SE Companies and equity method investees. In addition, Fresenius Medical Care Holdings, Inc. (FMCH) purchases heparin supplied by Fresenius Kabi USA, Inc. (Kabi USA), through an independent group purchasing organization (GPO). Kabi USA is an indirect, wholly-owned subsidiary of Fresenius SE. The Company has no direct supply agreement with Kabi USA and does not submit purchase orders directly to Kabi USA. FMCH acquires heparin from Kabi USA, which was negotiated by the GPO at arm’s length on behalf of all members of the GPO. In December 2010, the Company and Galenica Ltd. (now known as CSL Vifor) formed the renal pharmaceutical company Vifor Fresenius Medical Care Renal Pharma Ltd., an equity method investee of which the Company owns 45%. The Company has entered into exclusive supply agreements to purchase certain pharmaceuticals from, as well as into certain exclusive distribution agreements with, Vifor Fresenius Medical Care Renal Pharma Ltd. Under the CMS Comprehensive End-Stage Renal Disease (ESRD) Care Model, the Company and participating physicians formed entities known as ESRD Seamless Care Organizations (ESCOs) as part of a payment and care delivery model that seeks to deliver better health outcomes for Medicare ESRD patients while lowering CMS’s costs. The Company entered into participation/service agreements with these ESCOs, which are accounted for as equity method investees. These ESCOs are expected to be dissolved during the second quarter of 2023. In October 2019, CMS released a request for applications to participate in its new Comprehensive Kidney Care Contracting (CKCC) model. Under the CKCC model, renal health care providers participate by forming an entity known as a Kidney Care Entity (KCE). Through the KCE, renal health care providers take responsibility for the total cost and quality of care for Medicare beneficiaries with CKD stages 4 and 5 as well as Medicare beneficiaries with ESRD. In order to participate, KCEs must include nephrologists and transplant providers, and dialysis providers and other third parties are permitted to participate. As of March 31, 2023, the Company was participating in 24 KCEs (December 31, 2022: 20). The Company entered into participation/service agreements with these KCEs, which are accounted for as equity method investees. Due to the uncertainty regarding amounts to be reimbursed by CMS, the Company records revenue in arrears for these KCEs once reconciliations of reimbursement amounts have been provided by CMS. Below is a summary, including the Company’s receivables from and payables to the indicated parties, resulting from the above-described transactions with related parties. Service agreements and products with related parties in € THOUS For the three months ended For the three months ended March 31, 2023 March 31, 2022 March 31, 2023 December 31, 2022 Sales of Purchases of Sales of Purchases of goods and goods and goods and goods and Accounts Accounts Accounts Accounts services services services services receivable payable receivable payable Service agreements (1) Fresenius SE 35 8,067 26 12,752 — 660 26 2,820 Fresenius SE affiliates 1,942 14,558 967 24,057 748 8,443 1,168 8,585 Equity method investees (2) (5,461) — 25,174 — 64,486 — 120,507 — Total (3,484) 22,625 26,167 36,809 65,234 9,103 121,701 11,405 Products Fresenius SE affiliates 18,335 10,738 14,546 9,121 21,175 8,391 16,078 5,826 Equity method investees — 87,291 — 86,622 — 72,217 — 73,563 Total 18,335 98,029 14,546 95,743 21,175 80,608 16,078 79,389 (1) In addition to the above shown accounts payable, accrued expenses for service agreements with related parties amounted to € 6,371 and € 6,520 at March 31, 2023 and December 31, 2022, respectively. (2) For the three months ended March 31, 2023, sales of goods and services to equity method investees included a $7,106 (€ 6,623 ) adjustment to savings received in connection with the Company’s KCEs based on an adjustment in CMS’s calculated savings rate for the first performance year. b) Lease agreements In addition to the above-mentioned product and service agreements, the Company is a party to real estate lease agreements with Fresenius SE Companies, which mainly include leases for the Company’s corporate headquarters in Bad Homburg, Germany, and production sites in Schweinfurt and St. Wendel, Germany. The leases have maturities up to the end of 2032. Below is a summary resulting from the above described lease agreements with related parties. Lease agreements with related parties in € THOUS For the three months ended March 31, 2023 For the three months ended March 31, 2022 March 31, 2023 December 31, 2022 Interest Lease Interest Lease Right-of-use Lease Right-of-use Lease Depreciation expense expense (1) Depreciation expense expense (1) asset liability asset liability Fresenius SE 2,088 255 230 1,957 135 370 36,600 37,881 38,688 39,626 Fresenius SE affiliates 4,452 430 — 3,625 95 — 115,315 116,557 112,684 114,077 Total 6,540 685 230 5,582 230 370 151,915 154,438 151,372 153,703 (1) Short-term leases and expenses relating to variable lease payments as well as low value leases are exempted from balance sheet recognition. c) Financing The Company receives short-term financing from and, in previous periods, provided short-term financing to Fresenius SE. In February 2023, the Company ended its participation in Fresenius SE’s cash management system, which was previously utilized for the settlement of certain intercompany receivables and payables with its subsidiaries and other related parties. The Company established its own cash management system in March 2023. As of March 31, 2023 and December 31, 2022, the Company had accounts receivable from Fresenius SE related to short-term financing in the amount of €454 and €1,477, respectively. The interest rates for these cash management arrangements are set on a daily basis and are based on the then-prevailing overnight reference rate, with a floor of zero, for the respective currencies. On August 19, 2009 and November 28, 2013, the Company borrowed €1,500 and €1,500, respectively, from the General Partner. The loan repayments were extended periodically and combined into a single borrowing during 2022. The loan repayment is currently due on April 21, 2027 with an interest rate of 1.3348%. Upon effectiveness of the conversion of our legal form, Management AG has the right to receive the amounts borrowed at any time. At March 31, 2023 and December 31, 2022, the Company borrowed from Fresenius SE in the amount of €10,204 at an interest rate of 3.524%and €1,000 at an interest rate of 2.468%, respectively. For further information on this loan agreement, see note 6. d) Key management personnel Due to the Company’s legal form of a German partnership limited by shares, the General Partner holds a key management position within the Company. In addition, as key management personnel, members of the Management Board and the Supervisory Board, as well as their close relatives, are considered related parties. The Company’s Articles of Association provide that the General Partner shall be reimbursed for any and all expenses in connection with management of the Company’s business, including remuneration of the members of the General Partner’s supervisory board and the members of the Management Board. The aggregate amount reimbursed to the General Partner was €7,675 and €8,178 for its management services during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, the Company had accounts receivable from the General Partner in the amount of €2,507 and €816, respectively. As of March 31, 2023 and December 31, 2022, the Company had accounts payable to the General Partner in the amount of €1,520 and €27,289, respectively. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventories | |
Inventories | 5 . Inventories At March 31, 2023 and December 31, 2022, inventories consisted of the following: Inventories in € THOUS March 31, December 31, 2023 2022 Finished goods 1,375,472 1,310,995 Health care supplies 503,930 553,821 Raw materials and purchased components 323,238 306,994 Work in process 125,388 124,404 Inventories 2,328,028 2,296,214 |
Short-term debt
Short-term debt | 3 Months Ended |
Mar. 31, 2023 | |
Short-term debt | |
Short-term debt | 6 . Short-term debt At March 31, 2023 and December 31, 2022, short-term debt consisted of the following: Short-term debt in € THOUS March 31, December 31, 2023 2022 Commercial paper program 572,605 495,424 Borrowings under lines of credit 127,055 169,511 Other 76 78 Short-term debt from unrelated parties 699,736 665,013 Short-term debt from related parties (see note 4 c) 13,204 4,000 Short-term debt 712,940 669,013 The Company and certain consolidated entities operate a multi-currency notional cash pooling management system. In this cash pooling management system, amounts in euro and other currencies are offset without being transferred to a specific cash pool account. The system is used for an efficient utilization of funds within the Company. The Company met the conditions to offset balances within this cash pool for reporting purposes. At March 31, 2023 and December 31, 2022, cash and borrowings under lines of credit in the amount of €119,339 and €80,603, respectively, were offset under this cash pooling management system. Before this offset, cash and cash equivalents as of March 31, 2023 was €1,343,229 (December 31, 2022: €1,354,390) and short-term debt from unrelated parties was €819,075 (December 31, 2022: €745,616). Commercial paper program The Company maintains a commercial paper program under which short-term notes of up to €1,500,000 can be issued. At March 31, 2023, the outstanding commercial paper amounted to €574,000 (December 31, 2022: €496,500). Short-term debt from related parties The Company is party to an uncommitted revolving facility, as borrower, under which it may request and receive one or more short-term advances up to an aggregate amount of €600,000 with Fresenius SE, as lender. The uncommitted revolving facility is unsecured, may be terminated by either party upon one month’s notice and was effective beginning August 1, 2022. The Company and Fresenius SE have agreed to terminate the uncommitted revolving credit facility, effective upon conversion of the Company’s legal form. For further information on short-term debt from related parties, see note 4 c). |
Long-term debt
Long-term debt | 3 Months Ended |
Mar. 31, 2023 | |
Long-term debt | |
Long-term debt | 7 . Long-term debt As of March 31, 2023 and December 31, 2022, long-term debt consisted of the following: Long-term debt in € THOUS March 31, December 31, 2023 2022 Schuldschein loans 224,628 224,612 Bonds 7,331,094 7,389,365 Accounts Receivable Facility 321,767 93,725 Other 146,776 157,094 Long-term debt 8,024,265 7,864,796 Less current portion (696,679) (694,062) Long-term debt, less current portion 7,327,586 7,170,734 Accounts Receivable Facility The Company has an accounts receivable securitization program (Accounts Receivable Facility) with a maximum capacity of $900,000 (€768,049 at the date of execution) and an ending term date of August 11, 2024. The following table shows the available and outstanding amounts under the Accounts Receivable Facility at March 31, 2023 and December 31, 2022: Accounts Receivable Facility - maximum amount available and balance outstanding in THOUS Maximum amount available (1) Balance outstanding (2) March 31, 2023 March 31, 2023 Accounts Receivable Facility $ 900,000 € 827,586 $ 350,000 € 321,839 Maximum amount available (1) Balance outstanding (2) December 31, 2022 December 31, 2022 Accounts Receivable Facility $ 900,000 € 843,804 $ 100,000 € 93,756 (1) Subject to availability of sufficient accounts receivable meeting funding criteria. (2) Amounts shown are excluding debt issuance costs. The Company also had letters of credit outstanding under the Accounts Receivable Facility in the amount of $18,332 and $12,532 (€16,857 and €11,750) at March 31, 2023 and December 31, 2022, respectively. These letters of credit are not included above as part of the balance outstanding at March 31, 2023 and December 31, 2022. However, the letters reduce available borrowings under the Accounts Receivable Facility. Syndicated Credit Facility The Company entered into a €2,000,000 sustainability-linked syndicated revolving credit facility (Syndicated Credit Facility) in July 2021, which serves as a back-up line for general corporate purposes and was undrawn as of March 31, 2023. |
Capital management
Capital management | 3 Months Ended |
Mar. 31, 2023 | |
Capital management | |
Capital management | 8. Capital management As of March 31, 2023 and December 31, 2022 total equity in percent of total assets was 42.9% and 43.2%, respectively, and debt and lease liabilities in percent of total assets was 37.4% and 37.0%, respectively. The Company’s financing structure and business model are reflected in the credit ratings. The Company is rated investment grade by Standard & Poor’s, Moody’s and Fitch. On February 24, 2023, Standard & Poor’s downgraded the Company’s corporate credit rating from BBB to BBB- and revised the outlook from stable to negative. On February 27, 2023, Moody’s confirmed the Company’s corporate credit rating and revised the outlook from stable to negative, while Fitch placed the Company’s corporate credit rating on rating watch negative. The Company’s current corporate credit ratings and outlooks from the credit rating agencies are provided in the table below: Rating (1) Standard & Poor´s Moody´s Fitch (2) Corporate credit rating BBB- Baa3 BBB- Outlook negative negative rating watch negative (1) A rating is not a recommendation to buy, sell or hold securities of the Company, and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. (2) Fitch indicated that it expects to downgrade the Company’s rating by no more than one notch (to below investment grade) if the proposed conversion takes effect. |
Share-based plans
Share-based plans | 3 Months Ended |
Mar. 31, 2023 | |
Share-based plans | |
Share-based plans | 9. Share-based plans On March 1, 2023, 276,587 performance shares with a total fair value of €8,896 were allocated under the Management Board Long Term Incentive Plan 2020 to the members of the Management Board and to certain former members of the Management Board. Of this number, 212,148 performance shares with a total fair value of €6,829 relate to members of the Management Board and 64,439 performance shares with a total fair value of €2,067 relate to certain former members of the Management Board. These amounts will be amortized over the three-year vesting period. The weighted average fair value per performance share at the allocation date was €32.16. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and contingencies | |
Commitments and contingencies | 10. Commitments and contingencies Legal and regulatory matters The Company 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 Company currently deems to be material or noteworthy are described below. The Company records its litigation reserves for certain legal proceedings and regulatory matters to the extent that the Company determines an unfavorable outcome is probable and the amount of loss can be reasonably estimated. For the other matters described below, the Company believes that the loss is not probable 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 difficult to predict accurately and outcomes that are not consistent with the Company’s view of the merits can occur. The Company 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 financial condition. Beginning in 2012, the Company received certain communications alleging conduct in countries outside the United States that might violate the U.S. Foreign Corrupt Practices Act (FCPA) or other anti-bribery laws. The Company conducted investigations with the assistance of outside counsel and, in a continuing dialogue, advised the Securities and Exchange Commission (SEC) and the United States Department of Justice (DOJ) about these investigations. The DOJ and the SEC also conducted their own investigations, in which the Company cooperated. In the course of this dialogue, the Company identified and reported to the DOJ and the SEC, and took remedial actions with respect to, conduct that resulted in the DOJ and the SEC seeking monetary penalties including disgorgement of profits and other remedies. This conduct revolved principally around the Company’s products business in countries outside the United States. On March 29, 2019, the Company entered into a non-prosecution agreement (NPA) with the DOJ and a separate agreement with the SEC (SEC Order) intended to resolve fully and finally the U.S. government allegations against the Company arising from the investigations. Both agreements included terms starting August 2, 2019. In 2019, the Company paid a combined total in penalties and disgorgement of approximately $231,715 (€205,854) to the DOJ and the SEC in connection with these agreements. The entire amount paid to the DOJ and the SEC was reserved for in charges that the Company recorded in 2017 and 2018 and announced in 2018. As part of the resolution, the Company agreed to certain self-reporting obligations and to retain an independent compliance monitor (the Monitor). Due in part to COVID-19 pandemic restrictions, the monitorship faced certain delays, but the Company is working to complete all its obligations under the resolution with the DOJ and SEC. The Monitor certified to the Company’s implementation of an effective anti-corruption compliance program on December 30, 2022, and submitted her final certification report on January 31, 2023. The DOJ and SEC have accepted the Monitor’s certification and the NPA and SEC Order expired on March 1, 2023 and March 29, 2023, respectively. In 2015, the Company self-reported to the German prosecutor conduct with a potential nexus to Germany and continues to cooperate with government authorities in Germany in their review of the conduct that prompted the Company’s and United States government investigations. Since 2012, the Company has made and continues to make further significant investments in its compliance and financial controls and in its compliance, legal and financial organizations. The Company’s remedial actions included separation from those employees responsible for the above-mentioned conduct. The Company continues to react to post-FCPA review matters on various levels. The Company also continues to be fully committed to compliance with the FCPA and other applicable anti-bribery laws. Personal injury and related litigation involving FMCH’s acid concentrate product, labeled as Granuflo® or Naturalyte®, first arose in 2012. FMCH’s insurers agreed to the settlement in 2017 of personal injury litigation and funded $220,000 (€179,284) of the total $250,000 (€203,732) settlement under a reciprocal reservation of rights. FMCH accrued a net expense of $60,000 (€48,896) in connection with the settlement, encompassing its contribution of $30,000 (€24,448) to the personal injury settlement plus $30,000 (€24,448) in related but uninsured fees and costs. Following the settlement, FMCH’s insurers in the AIG group initiated litigation against FMCH seeking to be indemnified by FMCH for their $220,000 (€179,284) outlay and FMCH initiated litigation against the AIG group to recover defense and indemnification costs FMCH had borne. National Union Fire Insurance v. Fresenius Medical Care, 2016 Index No. 653108 (Supreme Court of New York for New York County) As litigation proceeded, the parties refined their positions, resulting in AIG requesting recovery of approximately $60,000 (€48,896) of its settlement outlay and FMCH requesting $108,000 (€88,012) in defense fees and costs. The parties filed multiple, cross motions for summary judgment. On January 12, 2023, the trial court decided these motions. Among its rulings, the court largely rejected both FMCH’s theories for recovering defense costs and AIG’s theories for recovering settlement funding. However, the trial court denied both parties’ motions on one issue and severed and continued that issue for trial. Trial on this remaining issue is scheduled to begin March 11, 2024. Both parties have preserved appeals from the court’s summary judgment rulings. In August 2014, FMCH received a subpoena from the United States Attorney’s Office (USAO) for the District of Maryland inquiring into FMCH’s contractual arrangements with hospitals and physicians involving contracts relating to the management of in-patient acute dialysis services. Thereafter, the USAO conducted an investigation, in which FMCH cooperated, and declined to intervene in the matter. After the United States District Court for Maryland unsealed the 2014 relator’s qui tam complaint that gave rise to the investigation, the relator served the complaint and proceeded on his own by filing an amended complaint, which FMCH moved to dismiss on multiple grounds. On October 5, 2021, on FMCH’s motion, the District Court for Maryland transferred the case to the United States District Court for Massachusetts. Flanagan v. Fresenius Medical Care Holdings, Inc., 1:21-cv-11627. On December 5, 2022, the Massachusetts District Court granted FMCH’s motion and dismissed the case with prejudice. Relator has filed an appeal. On November 25, 2015, FMCH received a subpoena under the False Claims Act from the United States Attorney for the Eastern District of New York (Brooklyn) inquiring into FMCH’s involvement in certain dialysis facility joint ventures in New York. After the Brooklyn USAO completed its investigation, in which FMCH cooperated, and declined to intervene on the qui tam complaint that gave rise to the investigation, the relator proceeded with litigation on its own. CKD Project LLC v. Fresenius Medical Care, 2014 Civ. 06646 (E.D.N.Y. November 12, 2014). On August 3, 2021, the District Court granted FMCH’s motion to dismiss the relator’s amended complaint, dismissed the case with prejudice and declined to allow further amendment. On December 20, 2022, the United States Court of Appeals for the Second Circuit denied the relator’s appeal and affirmed the dismissal. The relator’s petition for rehearing en banc In 2014, two New York physicians filed under seal a qui tam complaint in the United States District Court for the Eastern District of New York (Brooklyn), alleging violations of the False Claims Act relating to FMCH’s vascular access line of business. As previously disclosed, on October 6, 2015, the United States Attorney for the Eastern District of New York (Brooklyn) issued subpoenas to FMCH indicating its investigation now seen to be related to the two relators’ complaint. FMCH cooperated in the Brooklyn investigation, which was understood to be separate and distinct from settlements entered in 2015 in Connecticut, Florida and Rhode Island of allegations against American Access Care LLC (AAC) following FMCH’s 2011 acquisition of AAC. On July 12, 2022, after the Court denied the USAO’s motions to renew the sealing of the relators’ complaint, the USAO filed a complaint-in-intervention. United States ex rel. Pepe and Sherman v. Fresenius Vascular Care, Inc. et al, 1:14-cv-3505 On November 18, 2016, FMCH received a subpoena under the False Claims Act from the United States Attorney for the Eastern District of New York (Brooklyn) seeking documents and information relating to the operations of Shiel Medical Laboratory, Inc. (Shiel), which FMCH acquired in October 2013. FMCH advised the USAO that, under the asset sale provisions of its 2013 Shiel acquisition, it was not responsible for Shiel’s conduct prior to the date of the acquisition. On December 12, 2017, FMCH sold to Quest Diagnostics certain Shiel operations. Nonetheless, FMCH cooperated in the Brooklyn USAO’s investigation. On June 14, 2022, the Brooklyn USAO declined to intervene on two anonymous relator complaints that underlay the investigation. The relators, who remain anonymous, are proceeding with litigation at their own expense against both Shiel and FMCH entities, alleging that the defendants wrongly caused government payers to pay for laboratory tests that were falsely or improperly invoiced and retaliated against relators for objecting to the alleged misconduct. Relator v. Shiel Medical Laboratory, Relator v. Shiel Holdings, On December 17, 2018, FMCH was served with a subpoena under the False Claims Act from the United States Attorney for the District of Colorado (Denver) as part of an investigation of allegations against DaVita, Inc. (DaVita) involving transactions between FMCH and DaVita. The subject transactions include sales and purchases of dialysis facilities, dialysis-related products and pharmaceuticals, including dialysis machines and dialyzers, and contracts for certain administrative services. FMCH cooperated in the investigation. On June 28, 2019, certain FMCH subsidiaries filed a complaint against the United States seeking to recover monies owed to them by the United States Department of Defense under the Tricare program, and to preclude Tricare from recouping monies previously paid. Bio-Medical Applications of Georgia, Inc., et al. v. United States, CA 19-947, United States Court of Federal Claims On August 21, 2020, FMCH was served with a subpoena from the United States Attorney for the District of Massachusetts requesting information and documents related to urgent care centers that FMCH owned, operated, or controlled as part of its ChoiceOne and Medspring urgent care operations prior to its divestiture of and exit from that line of business in 2018. The subpoena appears to be related to an ongoing investigation of alleged upcoding in the urgent care industry, which has resulted in certain published settlements under the federal False Claims Act. FMCH cooperated in the investigation. In February 2022, the Company received a formal request for information from the Hessen Data Protection Authority ( Hessischer Beauftragter für Datenschutz und Informationsfreiheit On March 20 and April 12, 2022, respectively, an attorney employed as general counsel for the Company’s North American division from 2013 to 2016 filed a complaint with the Occupational Safety and Health Administration (OSHA) under the Sarbanes-Oxley Act of 2002 and other anti-retaliation statutes, and a civil lawsuit in Suffolk County, Massachusetts seeking compensation for personnel management decisions allegedly adverse to him. OSHA Case No. 1-076-22-049; Kott v. National Medical Care, Inc., Case No. 22-802 (Superior Court, Suffolk County, Mass.) The plaintiff alleges in support of his demands for compensation that he was transferred to a subordinate position in the global legal department, and subsequently terminated from employment as part of the FME25 Program, in retaliation for legal advice he provided with respect to a licensing agreement with DaVita relating to pharmaceutical operations and products. The DaVita licensing agreement expired by its terms in 2017. As previously disclosed in the Company’s financial statements, the United States Department of Justice has reviewed multiple aspects of the DaVita contract in question, including those relevant to the plaintiff’s allegations. No enforcement action has resulted against the Company. Other bases of retaliation alleged by the plaintiff implicate internal personnel and privacy protection concerns that do not impact ongoing operations, and on which the Company does not comment. On January 3, 2023, FMCH received a subpoena from the Attorney General for the District of Columbia related to the activities of the American Kidney Foundation (AKF) and grounded in anti-trust concerns, including market allocation within the District of Columbia. FMCH’s relationship with AKF was the subject of previously reported, but resolved, investigation by agencies of the United States and litigation against United Healthcare. FMCH is cooperating in the District of Columbia investigation. From time to time, the Company is a party to or may be threatened with other litigation or arbitration, claims or assessments arising in the ordinary course of its business. Management regularly analyzes current information including, as applicable, the Company’s defenses and insurance coverage and, as necessary, provides accruals for probable liabilities for the eventual disposition of these matters. The Company, like other health care providers, insurance plans and suppliers, conducts its operations under intense government regulation and scrutiny.The Company must comply with regulations which relate to or govern the safety and efficacy of medical products and supplies, the marketing and distribution of such products, the operation of manufacturing facilities, laboratories, dialysis clinics and other health care facilities, and environmental and occupational health and safety. With respect to its development, manufacture, marketing and distribution of medical products, if such compliance is not maintained, the Company could be subject to significant adverse regulatory actions by the FDA and comparable regulatory authorities outside the U.S. These regulatory actions could include warning letters or other enforcement notices from the FDA, and/or comparable foreign regulatory authority which may require the Company to expend significant time and resources in order to implement appropriate corrective actions. If the Company does not address matters raised in warning letters or other enforcement notices to the satisfaction of the FDA and/or comparable regulatory authorities outside the U.S., these regulatory authorities could take additional actions, including product recalls, injunctions against the distribution of products or operation of manufacturing plants, civil penalties, seizures of the Company’s products and/or criminal prosecution. FMCH completed remediation efforts with respect to one pending FDA warning letter and is awaiting confirmation as to whether the letter is now closed. The Company must also comply with the laws of the United States, including the federal Anti-Kickback Statute, the federal False Claims Act, the federal Stark Law, the federal Civil Monetary Penalties Law and the federal Foreign Corrupt Practices Act as well as other federal and state fraud and abuse laws. Applicable laws or regulations may be amended, or enforcement agencies or courts may make interpretations that differ from the Company’s interpretations or the manner in which it conducts its business. Enforcement has become a high priority for the federal government and some states. In addition, the provisions of the False Claims Act authorizing payment of a portion of any recovery to the party bringing the suit encourage private plaintiffs to commence whistleblower actions. By virtue of this regulatory environment, the Company’s business activities and practices are subject to extensive review by regulatory authorities and private parties, and continuing audits, subpoenas, other inquiries, claims and litigation relating to the Company’s compliance with applicable laws and regulations. The Company may not always be aware that an inquiry or action has begun, particularly in the case of whistleblower actions, which are initially filed under court seal. The Company operates many facilities and handles the personal data of its patients and beneficiaries throughout the United States and other parts of the world and engages with other business associates to help it carry out its health care activities. In such a widespread, global system, it is often difficult to maintain the desired level of oversight and control over the thousands of individuals employed by many affiliated companies and its business associates. On occasion, the Company or its business associates may experience a breach under the Health Insurance Portability and Accountability Act Privacy Rule and Security Rules, the EU’s General Data Protection Regulation or other similar laws (Data Protection Laws) when there has been impermissible use, access, or disclosure of unsecured personal data or when the Company or its business associates neglect to implement the required administrative, technical and physical safeguards of its electronic systems and devices, or a data breach that results in impermissible use, access or disclosure of personal identifying information of its employees, patients and beneficiaries. On those occasions, the Company must comply with applicable breach notification requirements. The Company relies upon its management structure, regulatory and legal resources, and the effective operation of its compliance program to direct, manage and monitor the activities of its employees. On occasion, the Company may identify instances where employees or other agents deliberately, recklessly or inadvertently contravene the Company’s policies or violate applicable law. The actions of such persons may subject the Company and its subsidiaries to liability under the Anti-Kickback Statute, the Stark Law, the False Claims Act, Data Protection Laws, the Health Information Technology for Economic and Clinical Health Act and the FCPA, among other laws and comparable state laws or laws of other countries. Physicians, hospitals and other participants in the health care industry are also subject to a large number of lawsuits alleging professional negligence, malpractice, product liability, worker’s compensation or related claims, many of which involve large claims and significant defense costs. The Company has been and is currently subject to these suits due to the nature of its business and expects that those types of lawsuits may continue. Although the Company maintains insurance at a level which it believes to be prudent, it cannot assure that the coverage limits will be adequate or that insurance will cover all asserted claims. A successful claim against the Company or any of its subsidiaries in excess of insurance coverage could have a material adverse effect upon it and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company’s reputation and business. The Company has also had claims asserted against it and has had lawsuits filed against it relating to alleged patent infringements or businesses that it has acquired or divested. These claims and suits relate both to operation of the businesses and to the acquisition and divestiture transactions. The Company has, when appropriate, asserted its own claims, and claims for indemnification. A successful claim against the Company or any of its subsidiaries could have a material adverse effect upon its business, financial condition, and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company’s reputation and business. The Company is subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions in the ordinary course of business. Tax authorities routinely pursue adjustments to the Company’s tax returns and disallowances of claimed tax deductions. When appropriate, the Company defends these adjustments and disallowances and asserts its own claims. A successful tax related claim against the Company or any of its subsidiaries could have a material adverse effect upon its business, financial condition and results of operations. The German tax authorities re-qualified dividends received in connection with intercompany mandatorily redeemable preferred shares into fully taxable interest payments for the years 2006 until 2013, which could lead to additional tax payments in the mid-double-digit million range. Additionally, German tax authorities objected to the Company’s tax returns and took the position that income of one of the Company’s finance entities for 2017 and future periods should be subject to German Controlled Foreign Corporation taxation resulting in potential additional income tax payments in the upper double-digit million range. In both cases, the Company will take any appropriate legal action to defend its position. The Company is subject to residual value guarantees in certain lease contracts, primarily real estate contracts, for which it is the lessee in the amount of $593,491 (€545,739). As of March 31, 2023, the estimated fair market value of the underlying leased assets exceeded the related residual value guarantees and, therefore, the Company did not have any risk exposure relating to these guarantees. Other than those individual contingent liabilities mentioned above, the current estimated amount of the Company’s other known individual contingent liabilities is immaterial. |
Financial instruments
Financial instruments | 3 Months Ended |
Mar. 31, 2023 | |
Financial instruments | |
Financial instruments | 11. Financial instruments The following tables show the carrying amounts and fair values of the Company’s financial instruments at March 31, 2023 and December 31, 2022: Carrying amount and fair value of financial instruments in € THOUS March 31, 2023 Carrying amount Fair value Amortized Not cost FVPL FVOCI classified Total Level 1 Level 2 Level 3 Cash and cash equivalents 1,095,625 128,265 — — 1,223,890 128,265 — — Trade accounts and other receivables from unrelated parties 3,825,239 — — 80,683 3,905,922 — — — Accounts receivable from related parties 89,370 — — — 89,370 — — — Derivatives - cash flow hedging instruments — — — 8,888 8,888 — 8,888 — Derivatives - not designated as hedging instruments — 33,142 — — 33,142 — 33,142 — Equity investments — 100,348 69,671 — 170,019 52,033 70,853 47,133 Debt securities — 105,953 366,584 — 472,537 472,537 — — Other financial assets (1) 127,742 — — 122,710 250,452 — — — Other current and non-current assets 127,742 239,443 436,255 131,598 935,038 — — — Financial assets 5,137,976 367,708 436,255 212,281 6,154,220 — — — — Accounts payable to unrelated parties 822,336 — — — 822,336 — — — Accounts payable to related parties 91,231 — — — 91,231 — — — Short-term debt 712,940 — — — 712,940 — — — Long-term debt 8,024,265 — — — 8,024,265 6,490,894 692,751 — Lease liabilities — — — 4,528,609 4,528,609 — — — Derivatives - cash flow hedging instruments — — — 150 150 — 150 — Derivatives - not designated as hedging instruments — 3,991 — — 3,991 — 3,991 — Variable payments outstanding for acquisitions — 36,504 — — 36,504 — — 36,504 Put option liabilities — — — 1,388,652 1,388,652 — — 1,388,652 Other financial liabilities (2) 1,153,073 — — — 1,153,073 — — — Other current and non-current liabilities 1,153,073 40,495 — 1,388,802 2,582,370 — — — Financial liabilities 10,803,845 40,495 — 5,917,411 16,761,751 — — — Carrying amount and fair value of financial instruments in € THOUS December 31, 2022 Carrying amount Fair value Amortized Not cost FVPL FVOCI classified Total Level 1 Level 2 Level 3 Cash and cash equivalents 1,118,503 155,284 — — 1,273,787 155,284 — — Trade accounts and other receivables from unrelated parties 3,489,680 — — 84,590 3,574,270 — — — Accounts receivable from related parties 140,072 — — — 140,072 — — — Derivatives - cash flow hedging instruments — — — 9,151 9,151 — 9,151 — Derivatives - not designated as hedging instruments — 10,627 — — 10,627 — 10,627 — Equity investments — 80,201 69,792 — 149,993 36,227 70,973 42,793 Debt securities — 106,215 338,589 — 444,804 444,804 — — Other financial assets (1) 121,095 — — 128,015 249,110 — — — Other current and non-current assets 121,095 197,043 408,381 137,166 863,685 — — — Financial assets 4,869,350 352,327 408,381 221,756 5,851,814 — — — Accounts payable to unrelated parties 813,255 — — — 813,255 — — — Accounts payable to related parties 118,083 — — — 118,083 — — — Short-term debt 669,013 — — — 669,013 — — — Long-term debt 7,864,796 — — — 7,864,796 6,366,775 474,930 — Lease liabilities — — — 4,678,763 4,678,763 — — — Derivatives - cash flow hedging instruments — — — 568 568 — 568 — Derivatives - not designated as hedging instruments — 7,422 — — 7,422 — 7,422 — Variable payments outstanding for acquisitions — 37,846 — — 37,846 — — 37,846 Put option liabilities — — — 1,468,517 1,468,517 — — 1,468,517 Other financial liabilities (2) 1,107,827 — — — 1,107,827 — — — Other current and non-current liabilities 1,107,827 45,268 — 1,469,085 2,622,180 — — — Financial liabilities 10,572,974 45,268 — 6,147,848 16,766,090 — — — (1) As of March 31, 2023 other financial assets primarily include lease receivables, deposits, guarantees, securities, vendor as well as supplier rebates. As of December 31, 2022, other financial assets primarily include lease receivables, deposits, guarantees, securities, vendor and supplier rebates as well as notes receivable. (2) As of March 31, 2023 and December 31, 2022, other financial liabilities primarily include receivable credit balances and goods and services received. Derivative and non-derivative financial instruments are categorized in the following three-tier fair value hierarchy that reflects the significance of the inputs in making the measurements. Level 1 inputs are quoted prices for similar instruments in active markets. Level 2 is defined as using valuation models (i.e. mark-to-model) with input factors that are inputs other than quoted prices in active markets that are directly or indirectly observable. Level 3 is defined as using valuation models (i.e. mark-to-model) with input factors that are unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions. Fair value information is not provided for financial instruments, if the carrying amount is a reasonable estimate of fair value due to the relatively short period of maturity of these instruments. This includes cash and cash equivalents measured at amortized costs, trade accounts and other receivables from unrelated parties, accounts receivable from related parties, other financial assets as well as accounts payable to unrelated parties, accounts payable to related parties, short-term debt and other financial liabilities. Transfers between levels of the fair value hierarchy have not occurred as of March 31, 2023 or December 31, 2022. The Company accounts for transfers at the end of the reporting period. Derivative financial instruments In order to manage the risk of currency exchange rate and interest rate fluctuations, the Company enters into various hedging transactions by means of derivative instruments with highly rated financial institutions (generally investment grade) as authorized by the Company’s General Partner. The Company primarily enters into foreign exchange forward contracts. In certain instances, the Company enters into derivative contracts that do not qualify for hedge accounting but are utilized for economic purposes (economic hedges). The Company does not use financial instruments for trading purposes. Non-derivative financial instruments The significant methods and assumptions used for the classification and measurement of non-derivative financial instruments are as follows: The Company assessed its business models and the cash flow characteristics of its financial assets. The vast majority of the non-derivative financial assets are held in order to collect contractual cash flows. The contractual terms of the financial assets allow the conclusion that the cash flows represent payment of principal and interest only. Trade accounts and other receivables from unrelated parties (including receivables related to the Accounts Receivable Facility, see note 7), Accounts receivable from related parties and Other financial assets are consequently measured at amortized cost. Cash and cash equivalents are comprised of cash funds and other short-term investments. Cash funds are measured at amortized cost. Short-term investments are highly liquid and readily convertible to known amounts of cash. Short-term investments are measured at fair value through profit or loss (FVPL). The risk of changes in fair value is insignificant. Equity investments are not held for trading. At initial recognition the Company elected, on an instrument-by-instrument basis, to represent subsequent changes in the fair value of individual strategic investments in OCI. If equity instruments are quoted in an active market, the fair value is based on price quotations at the period-end-date. As necessary, the Company engages external valuation firms to assist in determining the fair value of Level 3 equity investments. The external valuation uses a discounted cash flow model, which includes significant unobservable inputs such as investment specific forecasted financial statements and weighted average cost of capital, that reflects current market assessments as well as a terminal growth rate. The majority of the debt securities are held within a business model whose objective is achieving both contractual cash flows and selling securities. The standard coupon bonds give rise on specified dates to cash flows that are solely payments of principal and interest on the outstanding principal amount. Subsequently, these financial assets have been classified as fair value through other comprehensive income (FVOCI). The smaller part of debt securities does not give rise to cash flows that are solely payments of principal and interest. Consequently, these securities are measured at FVPL. In general, most of the debt securities are quoted in an active market. Long-term debt is initially recognized at its fair value and subsequently measured at amortized cost. The fair values of major long-term debt are calculated on the basis of market information. Liabilities for which market quotes are available are measured using these quotes. The fair values of the other long-term debt are calculated at the present value of the respective future cash flows. To determine these present values, the prevailing interest rates and credit spreads for the Company as of the balance sheet date are used. Variable payments outstanding for acquisitions are recognized at their fair value. The estimation of individual fair values is based on the key inputs of the arrangement that determine the future contingent payment as well as the Company’s expectation of these factors. The Company assesses the likelihood and timing of achieving the relevant objectives. The underlying assumptions are reviewed regularly. Put option liabilities are recognized at the present value of the exercise price of the option. The exercise price of the option is generally based on fair value and, in certain limited instances, might contain a fixed floor price. The methodology the Company uses to estimate the fair values assumes the greater of net book value or a multiple of earnings, based on historical earnings, development stage of the underlying business and other factors. From time to time the Company engages an external valuation firm to assist in the valuation of certain put options. The external valuation assists the Company in estimating the fair values using a combination of discounted cash flows and a multiple of earnings and/or revenue. Under those limited circumstances in which the put option might contain a fixed floor price, the external valuation firm may assist the Company with the valuation by performing a Monte Carlo Simulation analysis to simulate the exercise price. The put option liabilities are discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The estimated fair values of these put options can also fluctuate, and the discounted cash flows as well as the implicit multiple of earnings and/or revenue at which these obligations may ultimately be settled could vary significantly from the Company’s current estimates depending upon market conditions. For the purpose of analyzing the impact of changes in unobservable inputs on the fair value measurement of put option liabilities, the Company assumes an increase on earnings (or enterprise value for the put options granted in the InterWell Health business combination) of 10% compared to the actual estimation as of the balance sheet date. The corresponding increase in fair value of €114,914 is then compared to the total liabilities and the shareholder’s equity of the Company. This analysis shows that an increase of 10% in the relevant earnings (or enterprise value for the put options granted in the InterWell Health business combination) would have an effect of less than 1% on the total liabilities and less than 1% on the shareholder’s equity of the Company. The following table provides a reconciliation of Level 3 financial instruments at March 31, 2023 and December 31, 2022: Reconciliation from beginning to ending balance of level 3 financial instruments in € THOUS 2023 2022 Variable Variable payments payments outstanding outstanding Equity for Put option Equity for Put option investments acquisitions liabilities investments acquisitions liabilities Beginning balance at January 1, 42,793 37,846 1,468,517 50,679 47,690 992,423 Increase 2,672 2,484 14,271 2,804 46 646,271 Decrease — (748) (26,902) — (6,499) (7,026) Gain / loss recognized in profit or loss (1) 2,561 (2,860) — (13,968) (3,904) — Gain / loss recognized in equity — — (40,718) — — (180,431) Foreign currency translation and other changes (893) (218) (26,516) 3,278 513 17,280 Ending balance at March 31, and December 31, 47,133 36,504 1,388,652 42,793 37,846 1,468,517 (1) Includes realized and unrealized gains / losses. |
Segment and corporate informati
Segment and corporate information | 3 Months Ended |
Mar. 31, 2023 | |
Segment and corporate information | |
Segment and corporate information | 12. Segment and corporate information Effective as of January 1, 2023, the Company commenced reporting reflecting its new global operating model in which the Company reorganized its business into two global operating, and reportable The Company’s Global Medical Office, which seeks to optimize medical treatments and clinical processes within the Company and supports both Care Delivery and Care Enablement, is centrally managed and its profit and loss are allocated to the segments. Similarly, the Company allocates costs related primarily to headquarters’ overhead charges, including accounting and finance as well as certain human resources, legal and IT costs, as the Company believes that these costs are attributable to the segments and used in the allocation of resources to Care Delivery and Care Enablement. These costs are allocated at budgeted amounts, with the difference between budgeted and actual figures recorded at the corporate level. However, certain costs, which relate mainly to shareholder activities, management activities, global internal audit and the remeasurement of certain investments are not allocated to a segment but are accounted for as corporate expenses. These activities do not fulfill the definition of a segment according to IFRS 8, Operating Segments and are reported separately as Corporate (Corporate). Financing is a corporate function which is not controlled by the operating segments. Therefore, the Company does not include interest expense relating to financing as a segment measurement. In addition, the Company does not include income taxes as it believes taxes are outside the segments’ control. Management evaluates each segment using measures that reflect all of the segment’s controllable revenues and expenses. With respect to the performance of business operations, management believes that the most appropriate measures are revenue and operating income. The Company transfers products between segments at fair market value. The associated internal revenues and expenses and any remaining internally generated profit or loss for the product transfers are recorded within the operating segments initially, are eliminated upon consolidation and are included within “Inter-segment eliminations.” Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations. Information pertaining to the Company’s segment and Corporate activities for the three months ended March 31, 2023 and 2022 is set forth below. Following the change in the composition of the Company’s reportable segments, the information presented for the prior period has been restated in accordance with IFRS 8: Segment and corporate information in € THOUS Care Total Inter-segment Care Delivery Enablement Segment eliminations Corporate Total Three months ended March 31, 2023 Revenue from health care services (1) 3,572,335 — 3,572,335 — — 3,572,335 Revenue from health care products (1) 42,816 933,753 976,569 — — 976,569 Revenue from contracts with customers (1) 3,615,151 933,753 4,548,904 — — 4,548,904 Revenue from insurance contracts (1) 140,396 — 140,396 — — 140,396 Revenue from lease contracts (1) — 14,918 14,918 — — 14,918 Revenue from external customers 3,755,547 948,671 4,704,218 — — 4,704,218 Inter-segment revenue — 361,858 361,858 (361,858) — — Revenue 3,755,547 1,310,529 5,066,076 (361,858) — 4,704,218 Operating income (loss) 284,485 (24,475) 260,010 (9,252) 10,179 260,937 Interest (82,572) Income before income taxes 178,365 Depreciation and amortization (288,229) (115,035) (403,264) 9,716 (18,057) (411,605) Impairment loss (1,916) (24,293) (26,209) — — (26,209) Income (loss) from equity method investees 26,101 1,413 27,514 — — 27,514 Total assets (1) 40,048,443 14,645,444 54,693,887 (27,595,235) 8,401,863 35,500,515 thereof investment in equity method investees (1) 463,839 334,186 798,025 — — 798,025 Additions of property, plant and equipment, intangible assets and right-of-use assets (1) 188,486 109,289 297,775 — 12,812 310,587 Three months ended March 31, 2022 Revenue from health care services (1) 3,492,515 — 3,492,515 — — 3,492,515 Revenue from health care products (1) 40,582 871,400 911,982 — — 911,982 Revenue from contracts with customers (1) 3,533,097 871,400 4,404,497 — — 4,404,497 Revenue from insurance contracts (1) 114,292 — 114,292 — — 114,292 Revenue from lease contracts (1) — 29,580 29,580 — — 29,580 Revenue from external customers 3,647,389 900,980 4,548,369 — — 4,548,369 Inter-segment revenue — 366,289 366,289 (366,289) — — Revenue 3,647,389 1,267,269 4,914,658 (366,289) — 4,548,369 Operating income (loss) 297,498 69,188 366,686 (8,658) (10,360) 347,668 Interest (69,097) Income before income taxes 278,571 Depreciation and amortization (293,369) (110,164) (403,533) 3,482 (14,115) (414,166) Impairment loss (2,160) (888) (3,048) — (1,743) (4,791) Income (loss) from equity method investees 16,242 (5,755) 10,487 — — 10,487 Total assets (1) 39,669,440 13,453,326 53,122,766 (27,219,476) 8,820,836 34,724,126 thereof investment in equity method investees (1) 488,905 310,042 798,947 — — 798,947 Additions of property, plant and equipment, intangible assets and right- of-use assets (1) 188,840 75,984 264,824 — 14,191 279,015 (1) These line items are included to comply with requirements under IFRS 8 and IFRS 15 or are provided on a voluntary basis, but not included in the information regularly reviewed by the chief operating decision maker . |
Events occurring after the bala
Events occurring after the balance sheet date | 3 Months Ended |
Mar. 31, 2023 | |
Events occurring after the balance sheet date | |
Events occurring after the balance sheet date | 13. Events occurring after the balance sheet date No significant activities have taken place subsequent to the balance sheet date March 31, 2023 that have a material impact on the key figures and earnings presented. Currently, there are no significant changes in the Company’s structure, management, legal form or personnel. |
The Company, basis of presentat
The Company, basis of presentation and significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
The Company and basis of presentation | |
Accounting policies and methods of computation followed in interim financial statements | The consolidated financial statements and other financial information included in the Company’s quarterly reports furnished under cover of Form 6-K and its Annual Report on Form 20-F are prepared solely in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), using the euro as the Company’s reporting and functional currency. The interim financial report is prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, and contains condensed financial statements, in that it does not include all of the notes that would be required in a complete set of financial statements, but rather selected explanatory notes. However, the primary financial statements are presented in the format consistent with the consolidated financial statements as presented in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 (the 2022 Form 20-F) in accordance with IAS 1, Presentation of Financial Statements. |
Recent pronouncements | New accounting pronouncements Recently implemented accounting pronouncements The Company has prepared its interim consolidated financial statements at and for the three months ended March 31, 2023 in conformity with IFRS that have to be applied for the interim periods starting on or after January 1, 2023. In the three months ended March 31, 2023, the Company applied the following new standard relevant for its business for the first time: IFRS 17, Insurance Contracts In May 2017, the IASB issued IFRS 17, Insurance Contracts (IFRS 17). In June 2020 and December 2021, further amendments were published. 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 updated estimates and assumptions that reflect the timing of cash flows and any uncertainty relating to insurance contracts. The Company provides reinsurance to a health care insurer of end-stage renal diseases. Premium revenue is received throughout the year based on claims experience. For this reinsurance contract, the Company applies the premium allocation approach (PAA) under IFRS 17 as the contract boundary of the cash flows is one year or less. On initial recognition of the liability for incurred claims, the estimation and valuation process remains unchanged as compared to the application of IFRS 4. The subsequent measurement of the insurance liability is based on the estimated cost of settling the claims incurred, but not yet recorded (IBNR). IBNR is estimated using actual paid claim data and applying historical claim completion factors, which may include the effects of both inflationary and socio-economic factors as well as using past experience adjusted for current trends and any other factors that would modify past experience. Regarding the measurement of the liability for the remaining coverage, the liability is equal to the premiums received less any insurance acquisition cash flows. Any insurance acquisition cash flows will be expensed when incurred. The Company does not consider the effects and time value of money when measuring the liability for the remaining coverage as the related cash flows are expected to be paid or received within one year or less from the date the claims are incurred. The Company does not receive any premiums in advance. As a result, the liability for the remaining coverage is zero. The Company has applied the modified retrospective approach at the date of transition due to the impracticability of collecting cash flow estimations and risk adjustments for non-financial risk at the date of initial recognition of the reinsurance contract. Insurance premium revenues are recognized based upon the passage of time, therefore the pattern of revenue recognition has not changed with the application of IFRS 17. IFRS 17 did not have a material impact on the Company’s accounting for liabilities, net income or retained earnings, specifically as it relates to the Company’s reinsurance contract. For additional information regarding revenues from insurance contracts, see note 3 a) below. The following table shows a reconciliation the Company’s sole portfolio of insurance contracts, which reconciles the insurance contract receivables (liabilities) as of March 31, 2023 in accordance with IFRS 17 which is recognized in the consolidated balance sheet within Trade accounts and other receivables from unrelated parties: Insurance contract receivables and liabilities in € THOUS 2023 Present value of Risk adjustment for future cash flows non-financial risk Total Insurance contract receivables (liabilities) as at Jan 1, 18,085 (1,801) 16,284 Incurred claims and other directly attributable expenses (108,549) 779 (107,770) Changes that relate to past service – changes in the fulfillment cash-flows relating to LIC (21,222) — (21,222) Claims and other directly attributable expenses paid — — — Premium revenue 140,396 — 140,396 Foreign currency translation and other changes (489) 25 (464) Insurance contract receivables (liabilities) as at March 31, 28,221 (997) 27,224 Recent accounting pronouncements not yet adopted In the Company’s view, there were no pronouncements issued by the IASB which have not yet been adopted that are expected to have a material impact on the consolidated financial statements. |
The Company and basis of pres_2
The Company and basis of presentation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
The Company and basis of presentation | |
Schedule of inputs used to calculate (gains) losses on net monetary positions | Inputs for the calculation of (gains) losses on net monetary positions Argentina Lebanon Turkiye Date of IAS 29 initial application July 1, 2018 December 31, 2020 June 30, 2022 Consumer price index National Institute of Statistics & Censuses Central Administration of Statistics Turkish Statistical Institute Index at March 31, 2023 1,381.2 3,710.5 1,269.8 Calendar year increase 22 % 81 % 13 % (Gain) loss on net monetary position in € THOUS 15,044 (772) 247 |
Schedule of key assumptions of value-in-use calculations for cash generating unit | Key assumptions in % Care Delivery Care Enablement Average revenue growth in ten year projection period mid-single-digit mid-single-digit Average EBIT growth in ten year projection period high-single-digit low-double-digit Residual value growth 1.00 1.00 Pre-tax WACC 9.65 9.02 After-tax WACC 7.37 6.80 |
Schedule of reconciliation of insurance contracts receivables and liabilities | Insurance contract receivables and liabilities in € THOUS 2023 Present value of Risk adjustment for future cash flows non-financial risk Total Insurance contract receivables (liabilities) as at Jan 1, 18,085 (1,801) 16,284 Incurred claims and other directly attributable expenses (108,549) 779 (107,770) Changes that relate to past service – changes in the fulfillment cash-flows relating to LIC (21,222) — (21,222) Claims and other directly attributable expenses paid — — — Premium revenue 140,396 — 140,396 Foreign currency translation and other changes (489) 25 (464) Insurance contract receivables (liabilities) as at March 31, 28,221 (997) 27,224 |
Notes to the consolidated sta_2
Notes to the consolidated statements of income (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes to the consolidated statements of income | |
Schedule of revenue | Revenue in € THOUS For the three months ended March 31, 2023 Revenue from Revenue from contracts with insurance Revenue from customers contracts lease contracts Total Health care services 3,572,335 140,396 — 3,712,731 Health care products 976,569 — 14,918 991,487 Total 4,548,904 140,396 14,918 4,704,218 For the three months ended March 31, 2022 Revenue from Revenue from contracts with insurance Revenue from customers contracts lease contracts Total Health care services 3,492,515 114,292 — 3,606,807 Health care products 911,982 — 29,580 941,562 Total 4,404,497 114,292 29,580 4,548,369 |
Schedule of disaggregation of revenue by categories | Disaggregation of revenue by categories in € THOUS For the three months ended March 31, 2023 2022 Care Delivery US 3,002,715 2,929,938 International 752,832 717,451 Total (1) 3,755,547 3,647,389 Care Enablement Total (including inter-segment revenues) (1) 1,310,529 1,267,269 Inter-segment eliminations (361,858) (366,289) Total Care Enablement revenue external customers 948,671 900,980 Total 4,704,218 4,548,369 (1) For further information on segment revenues, see note 12. |
Schedule of reconciliation of basic and diluted earnings per share | Reconciliation of basic and diluted earnings per share in € THOUS, except share and per share data For the three months ended March 31, 2023 2022 Numerator: Net income attributable to shareholders of FMC AG & Co. KGaA 86,362 157,361 Denominators: Weighted average number of shares outstanding 293,413,449 293,007,109 Potentially dilutive shares — 71,206 Basic earnings per share 0.29 0.54 Diluted earnings per share 0.29 0.54 |
Related party transactions (Tab
Related party transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related party transactions | |
Schedule of service agreements and products with related parties | Service agreements and products with related parties in € THOUS For the three months ended For the three months ended March 31, 2023 March 31, 2022 March 31, 2023 December 31, 2022 Sales of Purchases of Sales of Purchases of goods and goods and goods and goods and Accounts Accounts Accounts Accounts services services services services receivable payable receivable payable Service agreements (1) Fresenius SE 35 8,067 26 12,752 — 660 26 2,820 Fresenius SE affiliates 1,942 14,558 967 24,057 748 8,443 1,168 8,585 Equity method investees (2) (5,461) — 25,174 — 64,486 — 120,507 — Total (3,484) 22,625 26,167 36,809 65,234 9,103 121,701 11,405 Products Fresenius SE affiliates 18,335 10,738 14,546 9,121 21,175 8,391 16,078 5,826 Equity method investees — 87,291 — 86,622 — 72,217 — 73,563 Total 18,335 98,029 14,546 95,743 21,175 80,608 16,078 79,389 (1) In addition to the above shown accounts payable, accrued expenses for service agreements with related parties amounted to € 6,371 and € 6,520 at March 31, 2023 and December 31, 2022, respectively. (2) For the three months ended March 31, 2023, sales of goods and services to equity method investees included a $7,106 (€ 6,623 ) adjustment to savings received in connection with the Company’s KCEs based on an adjustment in CMS’s calculated savings rate for the first performance year. |
Schedule of lease agreements with related parties | Lease agreements with related parties in € THOUS For the three months ended March 31, 2023 For the three months ended March 31, 2022 March 31, 2023 December 31, 2022 Interest Lease Interest Lease Right-of-use Lease Right-of-use Lease Depreciation expense expense (1) Depreciation expense expense (1) asset liability asset liability Fresenius SE 2,088 255 230 1,957 135 370 36,600 37,881 38,688 39,626 Fresenius SE affiliates 4,452 430 — 3,625 95 — 115,315 116,557 112,684 114,077 Total 6,540 685 230 5,582 230 370 151,915 154,438 151,372 153,703 (1) Short-term leases and expenses relating to variable lease payments as well as low value leases are exempted from balance sheet recognition. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventories | |
Schedule of inventories | Inventories in € THOUS March 31, December 31, 2023 2022 Finished goods 1,375,472 1,310,995 Health care supplies 503,930 553,821 Raw materials and purchased components 323,238 306,994 Work in process 125,388 124,404 Inventories 2,328,028 2,296,214 |
Short-term debt (Tables)
Short-term debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Short-term debt | |
Schedule of short-term debt | Short-term debt in € THOUS March 31, December 31, 2023 2022 Commercial paper program 572,605 495,424 Borrowings under lines of credit 127,055 169,511 Other 76 78 Short-term debt from unrelated parties 699,736 665,013 Short-term debt from related parties (see note 4 c) 13,204 4,000 Short-term debt 712,940 669,013 |
Long-term debt (Tables)
Long-term debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Long-term debt | |
Schedule of long-term debt | Long-term debt in € THOUS March 31, December 31, 2023 2022 Schuldschein loans 224,628 224,612 Bonds 7,331,094 7,389,365 Accounts Receivable Facility 321,767 93,725 Other 146,776 157,094 Long-term debt 8,024,265 7,864,796 Less current portion (696,679) (694,062) Long-term debt, less current portion 7,327,586 7,170,734 |
Schedule of accounts receivable facility | Accounts Receivable Facility - maximum amount available and balance outstanding in THOUS Maximum amount available (1) Balance outstanding (2) March 31, 2023 March 31, 2023 Accounts Receivable Facility $ 900,000 € 827,586 $ 350,000 € 321,839 Maximum amount available (1) Balance outstanding (2) December 31, 2022 December 31, 2022 Accounts Receivable Facility $ 900,000 € 843,804 $ 100,000 € 93,756 (1) Subject to availability of sufficient accounts receivable meeting funding criteria. (2) Amounts shown are excluding debt issuance costs. |
Capital management (Tables)
Capital management (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Capital management | |
Schedule of Company's rating | Rating (1) Standard & Poor´s Moody´s Fitch (2) Corporate credit rating BBB- Baa3 BBB- Outlook negative negative rating watch negative (1) A rating is not a recommendation to buy, sell or hold securities of the Company, and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. (2) Fitch indicated that it expects to downgrade the Company’s rating by no more than one notch (to below investment grade) if the proposed conversion takes effect. |
Financial instruments (Tables)
Financial instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Financial instruments | |
Schedule of carrying amount and fair value of financial instruments | Carrying amount and fair value of financial instruments in € THOUS March 31, 2023 Carrying amount Fair value Amortized Not cost FVPL FVOCI classified Total Level 1 Level 2 Level 3 Cash and cash equivalents 1,095,625 128,265 — — 1,223,890 128,265 — — Trade accounts and other receivables from unrelated parties 3,825,239 — — 80,683 3,905,922 — — — Accounts receivable from related parties 89,370 — — — 89,370 — — — Derivatives - cash flow hedging instruments — — — 8,888 8,888 — 8,888 — Derivatives - not designated as hedging instruments — 33,142 — — 33,142 — 33,142 — Equity investments — 100,348 69,671 — 170,019 52,033 70,853 47,133 Debt securities — 105,953 366,584 — 472,537 472,537 — — Other financial assets (1) 127,742 — — 122,710 250,452 — — — Other current and non-current assets 127,742 239,443 436,255 131,598 935,038 — — — Financial assets 5,137,976 367,708 436,255 212,281 6,154,220 — — — — Accounts payable to unrelated parties 822,336 — — — 822,336 — — — Accounts payable to related parties 91,231 — — — 91,231 — — — Short-term debt 712,940 — — — 712,940 — — — Long-term debt 8,024,265 — — — 8,024,265 6,490,894 692,751 — Lease liabilities — — — 4,528,609 4,528,609 — — — Derivatives - cash flow hedging instruments — — — 150 150 — 150 — Derivatives - not designated as hedging instruments — 3,991 — — 3,991 — 3,991 — Variable payments outstanding for acquisitions — 36,504 — — 36,504 — — 36,504 Put option liabilities — — — 1,388,652 1,388,652 — — 1,388,652 Other financial liabilities (2) 1,153,073 — — — 1,153,073 — — — Other current and non-current liabilities 1,153,073 40,495 — 1,388,802 2,582,370 — — — Financial liabilities 10,803,845 40,495 — 5,917,411 16,761,751 — — — Carrying amount and fair value of financial instruments in € THOUS December 31, 2022 Carrying amount Fair value Amortized Not cost FVPL FVOCI classified Total Level 1 Level 2 Level 3 Cash and cash equivalents 1,118,503 155,284 — — 1,273,787 155,284 — — Trade accounts and other receivables from unrelated parties 3,489,680 — — 84,590 3,574,270 — — — Accounts receivable from related parties 140,072 — — — 140,072 — — — Derivatives - cash flow hedging instruments — — — 9,151 9,151 — 9,151 — Derivatives - not designated as hedging instruments — 10,627 — — 10,627 — 10,627 — Equity investments — 80,201 69,792 — 149,993 36,227 70,973 42,793 Debt securities — 106,215 338,589 — 444,804 444,804 — — Other financial assets (1) 121,095 — — 128,015 249,110 — — — Other current and non-current assets 121,095 197,043 408,381 137,166 863,685 — — — Financial assets 4,869,350 352,327 408,381 221,756 5,851,814 — — — Accounts payable to unrelated parties 813,255 — — — 813,255 — — — Accounts payable to related parties 118,083 — — — 118,083 — — — Short-term debt 669,013 — — — 669,013 — — — Long-term debt 7,864,796 — — — 7,864,796 6,366,775 474,930 — Lease liabilities — — — 4,678,763 4,678,763 — — — Derivatives - cash flow hedging instruments — — — 568 568 — 568 — Derivatives - not designated as hedging instruments — 7,422 — — 7,422 — 7,422 — Variable payments outstanding for acquisitions — 37,846 — — 37,846 — — 37,846 Put option liabilities — — — 1,468,517 1,468,517 — — 1,468,517 Other financial liabilities (2) 1,107,827 — — — 1,107,827 — — — Other current and non-current liabilities 1,107,827 45,268 — 1,469,085 2,622,180 — — — Financial liabilities 10,572,974 45,268 — 6,147,848 16,766,090 — — — (1) As of March 31, 2023 other financial assets primarily include lease receivables, deposits, guarantees, securities, vendor as well as supplier rebates. As of December 31, 2022, other financial assets primarily include lease receivables, deposits, guarantees, securities, vendor and supplier rebates as well as notes receivable. (2) As of March 31, 2023 and December 31, 2022, other financial liabilities primarily include receivable credit balances and goods and services received. |
Schedule of reconciliation of level 3 financial instruments | Reconciliation from beginning to ending balance of level 3 financial instruments in € THOUS 2023 2022 Variable Variable payments payments outstanding outstanding Equity for Put option Equity for Put option investments acquisitions liabilities investments acquisitions liabilities Beginning balance at January 1, 42,793 37,846 1,468,517 50,679 47,690 992,423 Increase 2,672 2,484 14,271 2,804 46 646,271 Decrease — (748) (26,902) — (6,499) (7,026) Gain / loss recognized in profit or loss (1) 2,561 (2,860) — (13,968) (3,904) — Gain / loss recognized in equity — — (40,718) — — (180,431) Foreign currency translation and other changes (893) (218) (26,516) 3,278 513 17,280 Ending balance at March 31, and December 31, 47,133 36,504 1,388,652 42,793 37,846 1,468,517 (1) Includes realized and unrealized gains / losses. |
Segment and corporate informa_2
Segment and corporate information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment and corporate information | |
Schedule of segment and corporate information | Segment and corporate information in € THOUS Care Total Inter-segment Care Delivery Enablement Segment eliminations Corporate Total Three months ended March 31, 2023 Revenue from health care services (1) 3,572,335 — 3,572,335 — — 3,572,335 Revenue from health care products (1) 42,816 933,753 976,569 — — 976,569 Revenue from contracts with customers (1) 3,615,151 933,753 4,548,904 — — 4,548,904 Revenue from insurance contracts (1) 140,396 — 140,396 — — 140,396 Revenue from lease contracts (1) — 14,918 14,918 — — 14,918 Revenue from external customers 3,755,547 948,671 4,704,218 — — 4,704,218 Inter-segment revenue — 361,858 361,858 (361,858) — — Revenue 3,755,547 1,310,529 5,066,076 (361,858) — 4,704,218 Operating income (loss) 284,485 (24,475) 260,010 (9,252) 10,179 260,937 Interest (82,572) Income before income taxes 178,365 Depreciation and amortization (288,229) (115,035) (403,264) 9,716 (18,057) (411,605) Impairment loss (1,916) (24,293) (26,209) — — (26,209) Income (loss) from equity method investees 26,101 1,413 27,514 — — 27,514 Total assets (1) 40,048,443 14,645,444 54,693,887 (27,595,235) 8,401,863 35,500,515 thereof investment in equity method investees (1) 463,839 334,186 798,025 — — 798,025 Additions of property, plant and equipment, intangible assets and right-of-use assets (1) 188,486 109,289 297,775 — 12,812 310,587 Three months ended March 31, 2022 Revenue from health care services (1) 3,492,515 — 3,492,515 — — 3,492,515 Revenue from health care products (1) 40,582 871,400 911,982 — — 911,982 Revenue from contracts with customers (1) 3,533,097 871,400 4,404,497 — — 4,404,497 Revenue from insurance contracts (1) 114,292 — 114,292 — — 114,292 Revenue from lease contracts (1) — 29,580 29,580 — — 29,580 Revenue from external customers 3,647,389 900,980 4,548,369 — — 4,548,369 Inter-segment revenue — 366,289 366,289 (366,289) — — Revenue 3,647,389 1,267,269 4,914,658 (366,289) — 4,548,369 Operating income (loss) 297,498 69,188 366,686 (8,658) (10,360) 347,668 Interest (69,097) Income before income taxes 278,571 Depreciation and amortization (293,369) (110,164) (403,533) 3,482 (14,115) (414,166) Impairment loss (2,160) (888) (3,048) — (1,743) (4,791) Income (loss) from equity method investees 16,242 (5,755) 10,487 — — 10,487 Total assets (1) 39,669,440 13,453,326 53,122,766 (27,219,476) 8,820,836 34,724,126 thereof investment in equity method investees (1) 488,905 310,042 798,947 — — 798,947 Additions of property, plant and equipment, intangible assets and right- of-use assets (1) 188,840 75,984 264,824 — 14,191 279,015 (1) These line items are included to comply with requirements under IFRS 8 and IFRS 15 or are provided on a voluntary basis, but not included in the information regularly reviewed by the chief operating decision maker . |
The Company and basis of pres_3
The Company and basis of presentation (Details) € in Thousands | 3 Months Ended | |||
Jan. 01, 2023 item segment | Mar. 31, 2023 EUR (€) | Mar. 31, 2022 EUR (€) | Dec. 31, 2022 EUR (€) | |
The Company, basis of presentation and significant accounting policies | ||||
Number of operating segments | segment | 2 | |||
Number of reportable segments | segment | 2 | |||
Effective tax rate (as a percent) | 25% | 24% | ||
Number of groups of CGUs for each operating segment | item | 1 | |||
Increase (decrease) in market capitalization | 28% | |||
Market capitalization | € 11,472,466 | € 8,969,649 | ||
Percentage of increase (decrease) in FMC AG & Co. KGaA shareholders' equity | (1.00%) | |||
Total FMC AG & Co. KGaA shareholders' equity | € 13,827,903 | € 13,989,453 | ||
Costs of revenue previously recorded in selling, general and administrative expense | ||||
The Company, basis of presentation and significant accounting policies | ||||
Amount of revisions | € 84,241 | |||
Other operating income previously recorded in selling, general and administrative expense | ||||
The Company, basis of presentation and significant accounting policies | ||||
Amount of revisions | 128,857 | |||
Other operating expense previously recorded in selling, general and administrative expense | ||||
The Company, basis of presentation and significant accounting policies | ||||
Amount of revisions | € 125,884 | |||
Argentina | ||||
The Company, basis of presentation and significant accounting policies | ||||
Index at March 31, 2023 | 1,381.2 | |||
Calendar year increase | 22% | |||
(Gain) loss on net monetary position in EUR | € 15,044 | |||
Lebanon | ||||
The Company, basis of presentation and significant accounting policies | ||||
Index at March 31, 2023 | 3,710.5 | |||
Calendar year increase | 81% | |||
(Gain) loss on net monetary position in EUR | € (772) | |||
Turkiye | ||||
The Company, basis of presentation and significant accounting policies | ||||
Index at March 31, 2023 | 1,269.8 | |||
Calendar year increase | 13% | |||
(Gain) loss on net monetary position in EUR | € 247 |
The Company and basis of pres_4
The Company and basis of presentation - Additional Information (Details) - EUR (€) € in Thousands | Mar. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 |
Recoverability of Goodwill and Intangible Assets | |||
Goodwill | € 15,478,401 | € 15,791,181 | € 15,791,181 |
Care Delivery | |||
Recoverability of Goodwill and Intangible Assets | |||
Goodwill | € 13,365,051 | 13,642,445 | |
Residual value growth | 1% | ||
Pre-tax WACC | 9.65% | ||
After-tax WACC | 7.37% | ||
Care Enablement | |||
Recoverability of Goodwill and Intangible Assets | |||
Goodwill | € 2,113,350 | € 2,148,735 | |
Residual value growth | 1% | ||
Pre-tax WACC | 9.02% | ||
After-tax WACC | 6.80% | ||
Excess of recoverable amount over carrying amount | € 683,082 | ||
Care Enablement | After-tax WACC | |||
Recoverability of Goodwill and Intangible Assets | |||
Percentage by which value assigned to key assumption must change in order for unit's recoverable amount to be equal to carrying amount | 6% | ||
Care Enablement | Operating income margin | |||
Recoverability of Goodwill and Intangible Assets | |||
Amount by which value assigned to key assumption must change in order for unit's recoverable amount to be equal to carrying amount | (0.0076) |
The Company and basis of pres_5
The Company and basis of presentation - Insurance contract (Details) € in Thousands | 3 Months Ended |
Mar. 31, 2023 EUR (€) | |
Insurance contracts | |
Insurance contract receivables (liabilities) at beginning of period | € 16,284 |
Incurred claims and other directly attributable expenses | (107,770) |
Changes that relate to past service - changes in the fulfillment cash-flows relating to LIC | (21,222) |
Premium revenue | 140,396 |
Foreign currency translation and other changes | (464) |
Insurance contract receivables (liabilities) at end of period | 27,224 |
Present value of future cash flows | |
Insurance contracts | |
Insurance contract receivables (liabilities) at beginning of period | 18,085 |
Incurred claims and other directly attributable expenses | (108,549) |
Changes that relate to past service - changes in the fulfillment cash-flows relating to LIC | (21,222) |
Premium revenue | 140,396 |
Foreign currency translation and other changes | (489) |
Insurance contract receivables (liabilities) at end of period | 28,221 |
Risk adjustment for non-financial risk | |
Insurance contracts | |
Insurance contract receivables (liabilities) at beginning of period | (1,801) |
Incurred claims and other directly attributable expenses | 779 |
Foreign currency translation and other changes | 25 |
Insurance contract receivables (liabilities) at end of period | (997) |
Liability for remaining coverage | |
Insurance contracts | |
Insurance contract receivables (liabilities) at end of period | € 0 |
Acquisitions, business combin_2
Acquisitions, business combinations, investments (including debt securities) and purchases of intangible assets (Details) € in Thousands, $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2023 EUR (€) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 EUR (€) | Aug. 24, 2022 EUR (€) | Aug. 24, 2022 USD ($) | |
Disclosure of detailed information about business combination | ||||||
Acquisitions, investments and purchase of intangible assets | € 50,081 | € 82,706 | ||||
NewCo | ||||||
Disclosure of detailed information about business combination | ||||||
Equity interest held upon completion of transaction (in percent) | 75% | 75% | ||||
Goodwill | € 707,742 | $ 703,070 | ||||
NewCo | Goodwill | ||||||
Disclosure of detailed information about business combination | ||||||
Measurement period adjustments | € (43,809) | $ (43,519) | ||||
NewCo | Cricket Health, Inc | ||||||
Disclosure of detailed information about business combination | ||||||
Equity interest held upon completion of transaction (in percent) | 17% | 17% | ||||
NewCo | InterWell Health LLC | ||||||
Disclosure of detailed information about business combination | ||||||
Equity interest held upon completion of transaction (in percent) | 8% | 8% |
Notes to the consolidated sta_3
Notes to the consolidated statements of income - Revenue (Details) - EUR (€) € in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Revenue from contracts with customers | € 4,548,904 | € 4,404,497 |
Revenue from insurance contracts | 140,396 | 114,292 |
Revenue from lease contracts | 14,918 | 29,580 |
Revenue | 4,704,218 | 4,548,369 |
Health care services | ||
Revenue | ||
Revenue from contracts with customers | 3,572,335 | 3,492,515 |
Revenue from insurance contracts | 140,396 | 114,292 |
Revenue | 3,712,731 | 3,606,807 |
Health care products | ||
Revenue | ||
Revenue from contracts with customers | 976,569 | 911,982 |
Revenue from lease contracts | 14,918 | 29,580 |
Revenue | € 991,487 | € 941,562 |
Notes to the consolidated sta_4
Notes to the consolidated statements of income - Disaggregation of revenue by categories (Details) - EUR (€) € in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Revenue | € 4,704,218 | € 4,548,369 |
Inter-segment eliminations | ||
Revenue | ||
Revenue | (361,858) | (366,289) |
Care Delivery | ||
Revenue | ||
Revenue | 3,755,547 | 3,647,389 |
Care Delivery | Segments | ||
Revenue | ||
Revenue | 3,755,547 | 3,647,389 |
Care Delivery | US | ||
Revenue | ||
Revenue | 3,002,715 | 2,929,938 |
Care Delivery | International | ||
Revenue | ||
Revenue | 752,832 | 717,451 |
Care Enablement | ||
Revenue | ||
Revenue | 948,671 | 900,980 |
Care Enablement | Segments | ||
Revenue | ||
Revenue | 1,310,529 | 1,267,269 |
Care Enablement | Inter-segment eliminations | ||
Revenue | ||
Revenue | € (361,858) | € (366,289) |
Notes to the consolidated sta_5
Notes to the consolidated statements of income - Research and development expenses (Details) - EUR (€) € in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Detailed information on intangible assets | ||
Research and development expense | € 55,760 | € 49,673 |
Depreciation and amortisation expense | 411,605 | 414,166 |
Capitalized development costs | ||
Detailed information on intangible assets | ||
Depreciation and amortisation expense | € 2,428 | € 2,066 |
Notes to the consolidated sta_6
Notes to the consolidated statements of income - Other operating income and Other operating expense (Details) - EUR (€) € in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Notes to the consolidated statements of income | ||
Other operating income | € 117,471 | € 128,857 |
Foreign exchange gain | 72,140 | 105,620 |
Gains from sale of fixed assets and clinics | 13,625 | 14,094 |
Miscellaneous other operating income | 31,706 | 9,143 |
Other operating expense | 195,276 | 125,884 |
Foreign exchange loss | 84,403 | 101,417 |
Losses from sale of fixed assets, clinics and investments | 10,539 | 10,327 |
Miscellaneous other operating expense | 100,334 | € 14,140 |
Expenses associated with Legacy Portfolio Optimization | 83,439 | |
Expenses associated with Legacy Portfolio Optimization, derecognition of capitalized development costs and termination costs | 59,113 | |
Expenses associated with Legacy Portfolio Optimization, impairment of intangible and tangible assets | € 24,326 |
Notes to the consolidated sta_7
Notes to the consolidated statements of income - Earnings per share (Details) - EUR (€) € / shares in Units, € in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income attributable to shareholders of FMC AG & Co. KGaA | € 86,362 | € 157,361 |
Denominators: | ||
Weighted average number of shares outstanding | 293,413,449 | 293,007,109 |
Potentially dilutive shares | 71,206 | |
Basic earnings per share | € 0.29 | € 0.54 |
Diluted earnings per share | € 0.29 | € 0.54 |
Notes to the consolidated sta_8
Notes to the consolidated statements of income - Impacts of COVID-19 (Details) € in Thousands, $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2023 EUR (€) | Mar. 31, 2022 EUR (€) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | |
Disclosure of grants | ||||||
Government grants | € 1,706 | € 18,191 | ||||
US | ||||||
Disclosure of grants | ||||||
Remaining amount of government grants received | € 3,337 | $ 3,629 | € 5,723 | $ 6,104 | ||
U.S. Department of Health and Human Services | ||||||
Disclosure of grants | ||||||
Amount of funds received | € 2,056 | $ 2,306 |
Related party transactions - Se
Related party transactions - Service agreements and products - General (Details) - item | 3 Months Ended | ||
Dec. 31, 2010 | Mar. 31, 2023 | Dec. 31, 2022 | |
Related party transactions | |||
Number of Kidney Care Entities that company participates in | 24 | 20 | |
Vifor Fresenius Medical Care Renal Pharma Ltd. | |||
Related party transactions | |||
Ownership in joint venture (as a percent) | 45% | ||
Fresenius SE | |||
Related party transactions | |||
Proportion of ownership interest in reporting entity (as a percent) | 32.20% | ||
Fresenius SE Companies | Minimum | |||
Related party transactions | |||
Term of related party agreement | 1 year | ||
Fresenius SE Companies | Maximum | |||
Related party transactions | |||
Term of related party agreement | 5 years |
Related party transactions - _2
Related party transactions - Service agreements and products with related parties (Details) € in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 EUR (€) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 EUR (€) | Dec. 31, 2022 EUR (€) | |
Service Agreements | ||||
Related Party Transactions | ||||
Sales of goods and services | € (3,484) | € 26,167 | ||
Purchases of goods and services | 22,625 | 36,809 | ||
Balances | ||||
Accounts receivable | 65,234 | € 121,701 | ||
Accounts payable | 9,103 | 11,405 | ||
Accrued expenses | 6,371 | 6,520 | ||
Products | ||||
Related Party Transactions | ||||
Sales of goods and services | 18,335 | 14,546 | ||
Purchases of goods and services | 98,029 | 95,743 | ||
Balances | ||||
Accounts receivable | 21,175 | 16,078 | ||
Accounts payable | 80,608 | 79,389 | ||
Fresenius SE | Service Agreements | ||||
Related Party Transactions | ||||
Sales of goods and services | 35 | 26 | ||
Purchases of goods and services | 8,067 | 12,752 | ||
Balances | ||||
Accounts receivable | 26 | |||
Accounts payable | 660 | 2,820 | ||
Fresenius SE affiliates | Service Agreements | ||||
Related Party Transactions | ||||
Sales of goods and services | 1,942 | 967 | ||
Purchases of goods and services | 14,558 | 24,057 | ||
Balances | ||||
Accounts receivable | 748 | 1,168 | ||
Accounts payable | 8,443 | 8,585 | ||
Fresenius SE affiliates | Products | ||||
Related Party Transactions | ||||
Sales of goods and services | 18,335 | 14,546 | ||
Purchases of goods and services | 10,738 | 9,121 | ||
Balances | ||||
Accounts receivable | 21,175 | 16,078 | ||
Accounts payable | 8,391 | 5,826 | ||
Equity method investees | Service Agreements | ||||
Related Party Transactions | ||||
Sales of goods and services | (5,461) | 25,174 | ||
Adjustments to savings received | (6,623) | $ (7,106) | ||
Balances | ||||
Accounts receivable | 64,486 | 120,507 | ||
Equity method investees | Products | ||||
Related Party Transactions | ||||
Purchases of goods and services | 87,291 | € 86,622 | ||
Balances | ||||
Accounts payable | € 72,217 | € 73,563 |
Related party transactions - Le
Related party transactions - Lease Agreements - Summary (Details) - EUR (€) € in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Leases balances | |||
Right-of-use asset | € 4,051,619 | € 4,187,126 | |
Lease Agreements | |||
Lease Transactions | |||
Depreciation | 6,540 | € 5,582 | |
Interest expense | 685 | 230 | |
Lease expense | 230 | 370 | |
Leases balances | |||
Right-of-use asset | 151,915 | 151,372 | |
Lease liability | 154,438 | 153,703 | |
Fresenius SE | Lease Agreements | |||
Lease Transactions | |||
Depreciation | 2,088 | 1,957 | |
Interest expense | 255 | 135 | |
Lease expense | 230 | 370 | |
Leases balances | |||
Right-of-use asset | 36,600 | 38,688 | |
Lease liability | 37,881 | 39,626 | |
Fresenius SE affiliates | Lease Agreements | |||
Lease Transactions | |||
Depreciation | 4,452 | 3,625 | |
Interest expense | 430 | € 95 | |
Leases balances | |||
Right-of-use asset | 115,315 | 112,684 | |
Lease liability | € 116,557 | € 114,077 |
Related party transactions - Fi
Related party transactions - Financing (Details) - EUR (€) € in Thousands | Nov. 28, 2013 | Aug. 19, 2009 | Mar. 31, 2023 | Dec. 31, 2022 |
Fresenius SE | Short-term financing | ||||
Balances | ||||
Accounts receivable | € 454 | € 1,477 | ||
Fresenius SE | Loans | ||||
Related Party Transactions | ||||
Outstanding borrowings | € 10,204 | € 1,000 | ||
Interest rate (as a percent) | 3.524% | 2.468% | ||
General Partner | Unsecured debt | ||||
Related Party Transactions | ||||
Interest rate (as a percent) | 1.3348% | |||
General Partner | Unsecured debt - originated in 2009 | ||||
Related Party Transactions | ||||
Proceeds from short-term debt from related parties | € 1,500 | |||
General Partner | Unsecured debt - originated in 2013 | ||||
Related Party Transactions | ||||
Proceeds from short-term debt from related parties | € 1,500 |
Related party transactions - Ke
Related party transactions - Key management personnel (Details) - General Partner - EUR (€) € in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transactions | |||
Amount paid for services received from related party | € 7,675 | € 8,178 | |
Balances | |||
Accounts receivable | 2,507 | € 816 | |
Accounts payable | € 1,520 | € 27,289 |
Inventories (Details)
Inventories (Details) - EUR (€) € in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventories | ||
Finished goods | € 1,375,472 | € 1,310,995 |
Health care supplies | 503,930 | 553,821 |
Raw materials and purchased components | 323,238 | 306,994 |
Work in process | 125,388 | 124,404 |
Inventories | € 2,328,028 | € 2,296,214 |
Short-term debt (Details)
Short-term debt (Details) - EUR (€) € in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt | ||
Short-term debt from unrelated parties | € 699,736 | € 665,013 |
Short-term debt from related parties | 13,204 | 4,000 |
Short-term debt | 712,940 | 669,013 |
Cash and cash equivalents before offset | 1,343,229 | 1,354,390 |
Short-term debt from unrelated parties before offset | 819,075 | 745,616 |
Commercial paper program | ||
Debt | ||
Short-term debt from unrelated parties | 572,605 | 495,424 |
Outstanding amount | 574,000 | 496,500 |
Commercial paper program | Maximum | ||
Debt | ||
Commercial paper borrowing limit | 1,500,000 | |
Borrowings under lines of credit | ||
Debt | ||
Short-term debt from unrelated parties | 127,055 | 169,511 |
Borrowings offset under cash management system | 119,339 | 80,603 |
Other | ||
Debt | ||
Short-term debt from unrelated parties | 76 | € 78 |
Related party revolving facility | Maximum | ||
Debt | ||
Short term borrowing capacity from related party | € 600,000 |
Long-term debt (Details)
Long-term debt (Details) - EUR (€) € in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Long-term debt | ||
Long-term debt | € 8,024,265 | € 7,864,796 |
Less current portion | (696,679) | (694,062) |
Long-term debt, less current portion | 7,327,586 | 7,170,734 |
Schuldschein loans | ||
Long-term debt | ||
Long-term debt | 224,628 | 224,612 |
Bonds | ||
Long-term debt | ||
Long-term debt | 7,331,094 | 7,389,365 |
Accounts Receivable Facility | ||
Long-term debt | ||
Long-term debt | 321,767 | 93,725 |
Other long-term debt | ||
Long-term debt | ||
Long-term debt | € 146,776 | € 157,094 |
Long-term debt - Accounts Recei
Long-term debt - Accounts Receivable Facility (Details) - Accounts Receivable Facility € in Thousands, $ in Thousands | Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Aug. 11, 2021 USD ($) | Aug. 11, 2021 EUR (€) |
Long-term debt | ||||||
Maximum amount available | $ 900,000 | € 827,586 | $ 900,000 | € 843,804 | $ 900,000 | € 768,049 |
Balance outstanding | 350,000 | 321,839 | 100,000 | 93,756 | ||
Letters of credit outstanding | $ 18,332 | € 16,857 | $ 12,532 | € 11,750 |
Long-term debt - Syndicated Cre
Long-term debt - Syndicated Credit Facility and Others (Details) € in Thousands | Mar. 31, 2023 EUR (€) |
Syndicated Credit Facility | |
Long-term debt | |
Maximum amount available | € 2,000,000 |
Capital management (Details)
Capital management (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Capital management | ||
Total equity in % of total assets (equity ratio) | 42.90% | 43.20% |
Debt and lease liabilities in % of total assets | 37.40% | 37% |
Share-based plans (Details)
Share-based plans (Details) - MB LTIP 2020 | Mar. 01, 2023 EUR (€) EquityInstruments |
Share-based payment transaction | |
Number of shares allocated | EquityInstruments | 276,587 |
Total fair value of shares granted | € 8,896,000 |
Vesting period | 3 years |
Weighted average fair value | € 32.16 |
Management Board | |
Share-based payment transaction | |
Number of shares allocated | EquityInstruments | 212,148 |
Total fair value of shares granted | € 6,829,000 |
Former members of Management Board | |
Share-based payment transaction | |
Number of shares allocated | EquityInstruments | 64,439 |
Total fair value of shares granted | € 2,067,000 |
Commitments and contingencies (
Commitments and contingencies (Details) € in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Mar. 29, 2019 USD ($) | Mar. 29, 2019 EUR (€) | Mar. 31, 2023 USD ($) item | Dec. 31, 2017 USD ($) | Dec. 31, 2017 EUR (€) | Mar. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2017 EUR (€) | |
Commitments and contingencies | |||||||||
Number of U.S. FDA Pending Warning Letters | 1 | ||||||||
Residual value guarantees in lease contracts | $ 593,491 | € 545,739 | |||||||
Foreign Corrupt Practices Act | |||||||||
Commitments and contingencies | |||||||||
FCPA related payment | $ 231,715 | € 205,854 | |||||||
Acid Concentrate Products - Personal Injury | |||||||||
Commitments and contingencies | |||||||||
Settlement funded by insurers | $ 220,000 | € 179,284 | |||||||
Settlement under a reciprocal reservation of rights | 250,000 | € 203,732 | |||||||
Net litigation settlement expense recorded | 60,000 | € 48,896 | |||||||
Contribution to personal injury settlement | 30,000 | 24,448 | |||||||
Uninsured fees and costs accrued | $ 30,000 | € 24,448 | |||||||
Amount to be recovered by AIG, if it prevails in all its remaining claims | $ 60,000 | € 48,896 | |||||||
Amount that FMCH claims to recover | $ 108,000 | € 88,012 |
Financial instruments - Carryin
Financial instruments - Carrying amount and fair value (Details) - EUR (€) € in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Financial instruments | ||
Carrying amount of financial assets | € 6,154,220 | € 5,851,814 |
Carrying amount of financial liabilities | 16,761,751 | 16,766,090 |
Amortized cost - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 10,803,845 | 10,572,974 |
FVPL - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 40,495 | 45,268 |
Not classified | ||
Financial instruments | ||
Carrying amount of financial liabilities | 5,917,411 | 6,147,848 |
Accounts payable to unrelated parties | ||
Financial instruments | ||
Carrying amount of financial liabilities | 822,336 | 813,255 |
Accounts payable to unrelated parties | Amortized cost - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 822,336 | 813,255 |
Accounts payable to related parties | ||
Financial instruments | ||
Carrying amount of financial liabilities | 91,231 | 118,083 |
Accounts payable to related parties | Amortized cost - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 91,231 | 118,083 |
Short-term debt | ||
Financial instruments | ||
Carrying amount of financial liabilities | 712,940 | 669,013 |
Short-term debt | Amortized cost - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 712,940 | 669,013 |
Long-term debt | ||
Financial instruments | ||
Carrying amount of financial liabilities | 8,024,265 | 7,864,796 |
Long-term debt | Level 1 | ||
Financial instruments | ||
Fair value of financial liabilities | 6,490,894 | 6,366,775 |
Long-term debt | Level 2 | ||
Financial instruments | ||
Fair value of financial liabilities | 692,751 | 474,930 |
Long-term debt | Amortized cost - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 8,024,265 | 7,864,796 |
Lease liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 4,528,609 | 4,678,763 |
Lease liabilities | Not classified | ||
Financial instruments | ||
Carrying amount of financial liabilities | 4,528,609 | 4,678,763 |
Other current and non-current liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 2,582,370 | 2,622,180 |
Other current and non-current liabilities | Amortized cost - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 1,153,073 | 1,107,827 |
Other current and non-current liabilities | FVPL - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 40,495 | 45,268 |
Other current and non-current liabilities | Not classified | ||
Financial instruments | ||
Carrying amount of financial liabilities | 1,388,802 | 1,469,085 |
Derivatives - cash flow hedging instruments | ||
Financial instruments | ||
Carrying amount of financial liabilities | 150 | 568 |
Derivatives - cash flow hedging instruments | Level 2 | ||
Financial instruments | ||
Fair value of financial liabilities | 150 | 568 |
Derivatives - cash flow hedging instruments | Not classified | ||
Financial instruments | ||
Carrying amount of financial liabilities | 150 | 568 |
Derivatives - not designated as hedging instruments | ||
Financial instruments | ||
Carrying amount of financial liabilities | 3,991 | 7,422 |
Derivatives - not designated as hedging instruments | Level 2 | ||
Financial instruments | ||
Fair value of financial liabilities | 3,991 | 7,422 |
Derivatives - not designated as hedging instruments | FVPL - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 3,991 | 7,422 |
Variable payments outstanding for acquisition | ||
Financial instruments | ||
Carrying amount of financial liabilities | 36,504 | 37,846 |
Variable payments outstanding for acquisition | Level 3 | ||
Financial instruments | ||
Fair value of financial liabilities | 36,504 | 37,846 |
Variable payments outstanding for acquisition | FVPL - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 36,504 | 37,846 |
Put option liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 1,388,652 | 1,468,517 |
Put option liabilities | Level 3 | ||
Financial instruments | ||
Fair value of financial liabilities | 1,388,652 | 1,468,517 |
Put option liabilities | Not classified | ||
Financial instruments | ||
Carrying amount of financial liabilities | 1,388,652 | 1,468,517 |
Other financial liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 1,153,073 | 1,107,827 |
Other financial liabilities | Amortized cost - Liabilities | ||
Financial instruments | ||
Carrying amount of financial liabilities | 1,153,073 | 1,107,827 |
Amortized cost - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 5,137,976 | 4,869,350 |
FVPL - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 367,708 | 352,327 |
FVOCI - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 436,255 | 408,381 |
Not classified | ||
Financial instruments | ||
Carrying amount of financial assets | 212,281 | 221,756 |
Cash and cash equivalents | ||
Financial instruments | ||
Carrying amount of financial assets | 1,223,890 | 1,273,787 |
Cash and cash equivalents | Level 1 | ||
Financial instruments | ||
Fair value of financial assets | 128,265 | 155,284 |
Cash and cash equivalents | Amortized cost - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 1,095,625 | 1,118,503 |
Cash and cash equivalents | FVPL - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 128,265 | 155,284 |
Trade accounts and other receivables from unrelated parties | ||
Financial instruments | ||
Carrying amount of financial assets | 3,905,922 | 3,574,270 |
Trade accounts and other receivables from unrelated parties | Amortized cost - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 3,825,239 | 3,489,680 |
Trade accounts and other receivables from unrelated parties | Not classified | ||
Financial instruments | ||
Carrying amount of financial assets | 80,683 | 84,590 |
Accounts receivable from related parties | ||
Financial instruments | ||
Carrying amount of financial assets | 89,370 | 140,072 |
Accounts receivable from related parties | Amortized cost - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 89,370 | 140,072 |
Other current and non-current assets | ||
Financial instruments | ||
Carrying amount of financial assets | 935,038 | 863,685 |
Other current and non-current assets | Amortized cost - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 127,742 | 121,095 |
Other current and non-current assets | FVPL - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 239,443 | 197,043 |
Other current and non-current assets | FVOCI - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 436,255 | 408,381 |
Other current and non-current assets | Not classified | ||
Financial instruments | ||
Carrying amount of financial assets | 131,598 | 137,166 |
Derivatives - cash flow hedging instruments | ||
Financial instruments | ||
Carrying amount of financial assets | 8,888 | 9,151 |
Derivatives - cash flow hedging instruments | Level 2 | ||
Financial instruments | ||
Fair value of financial assets | 8,888 | 9,151 |
Derivatives - cash flow hedging instruments | Not classified | ||
Financial instruments | ||
Carrying amount of financial assets | 8,888 | 9,151 |
Derivatives - not designated as hedging instruments | ||
Financial instruments | ||
Carrying amount of financial assets | 33,142 | 10,627 |
Derivatives - not designated as hedging instruments | Level 2 | ||
Financial instruments | ||
Fair value of financial assets | 33,142 | 10,627 |
Derivatives - not designated as hedging instruments | FVPL - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 33,142 | 10,627 |
Equity investments | ||
Financial instruments | ||
Carrying amount of financial assets | 170,019 | 149,993 |
Equity investments | Level 1 | ||
Financial instruments | ||
Fair value of financial assets | 52,033 | 36,227 |
Equity investments | Level 2 | ||
Financial instruments | ||
Fair value of financial assets | 70,853 | 70,973 |
Equity investments | Level 3 | ||
Financial instruments | ||
Fair value of financial assets | 47,133 | 42,793 |
Equity investments | FVPL - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 100,348 | 80,201 |
Equity investments | FVOCI - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 69,671 | 69,792 |
Debt securities | ||
Financial instruments | ||
Carrying amount of financial assets | 472,537 | 444,804 |
Debt securities | Level 1 | ||
Financial instruments | ||
Fair value of financial assets | 472,537 | 444,804 |
Debt securities | FVPL - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 105,953 | 106,215 |
Debt securities | FVOCI - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 366,584 | 338,589 |
Other financial assets | ||
Financial instruments | ||
Carrying amount of financial assets | 250,452 | 249,110 |
Other financial assets | Amortized cost - Assets | ||
Financial instruments | ||
Carrying amount of financial assets | 127,742 | 121,095 |
Other financial assets | Not classified | ||
Financial instruments | ||
Carrying amount of financial assets | € 122,710 | € 128,015 |
Financial instruments - Derivat
Financial instruments - Derivative and non-derivative financial instruments (Details) - EUR (€) € in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of changes in fair value measurement | ||
Assets at beginning of period | € 35,754,114 | |
Assets at end of period | 35,500,515 | € 35,754,114 |
Liabilities at beginning of period | 20,304,935 | |
Liabilities at end of period | 20,273,585 | 20,304,935 |
Equity investments | Fair Value | Level 3 | ||
Reconciliation of changes in fair value measurement | ||
Assets at beginning of period | 42,793 | 50,679 |
Increase | 2,672 | 2,804 |
Gain / loss recognised in profit or loss | 2,561 | (13,968) |
Foreign currency translation and other changes | (893) | 3,278 |
Assets at end of period | 47,133 | 42,793 |
Variable payments outstanding for acquisition | Fair Value | Level 3 | ||
Reconciliation of changes in fair value measurement | ||
Liabilities at beginning of period | 37,846 | 47,690 |
Increase | 2,484 | 46 |
Decrease | (748) | (6,499) |
Gain / loss recognized in profit or loss | (2,860) | (3,904) |
Foreign currency translation and other changes | (218) | 513 |
Liabilities at end of period | 36,504 | 37,846 |
Put option liabilities | Fair Value | Level 3 | ||
Reconciliation of changes in fair value measurement | ||
Liabilities at beginning of period | 1,468,517 | 992,423 |
Increase | 14,271 | 646,271 |
Decrease | (26,902) | (7,026) |
Gain / loss recognized in equity | (40,718) | (180,431) |
Foreign currency translation and other changes | (26,516) | 17,280 |
Liabilities at end of period | € 1,388,652 | € 1,468,517 |
Put option liabilities | Fair Value | Level 3 | Assumed earnings or enterprise value | ||
Reconciliation of changes in fair value measurement | ||
Increase in input | 10% | |
Increase in fair value due to increase in input | € 114,914 | |
Put option liabilities | Fair Value | Level 3 | Assumed earnings or enterprise value | Maximum | ||
Reconciliation of changes in fair value measurement | ||
Increase in fair value due to increase in input, as percentage of total liabilities | 1% | |
Increase in fair value due to increase in input, as percentage of equity | 1% |
Segment and corporate informa_3
Segment and corporate information (Details) € in Thousands | 3 Months Ended | |||
Jan. 01, 2023 segment | Mar. 31, 2023 EUR (€) | Mar. 31, 2022 EUR (€) | Dec. 31, 2022 EUR (€) | |
Segment and corporate information | ||||
Number of operating segments | segment | 2 | |||
Number of reportable segments | segment | 2 | |||
Revenue from contracts with customers | € 4,548,904 | € 4,404,497 | ||
Revenue from insurance contracts | 140,396 | 114,292 | ||
Revenue from lease contracts | 14,918 | 29,580 | ||
Revenue | 4,704,218 | 4,548,369 | ||
Operating income (loss) | 260,937 | 347,668 | ||
Interest | (82,572) | (69,097) | ||
Income before income taxes | 178,365 | 278,571 | ||
Depreciation and amortization | (411,605) | (414,166) | ||
Impairment loss | (26,209) | (4,791) | ||
Income (loss) from equity method investees | 27,514 | 10,487 | ||
Total assets | 35,500,515 | 34,724,126 | € 35,754,114 | |
thereof investments in equity method investees | 798,025 | 798,947 | € 773,724 | |
Additions of property, plant and equipment, intangible assets and right of use assets | 310,587 | 279,015 | ||
Health care services | ||||
Segment and corporate information | ||||
Revenue from contracts with customers | 3,572,335 | 3,492,515 | ||
Revenue from insurance contracts | 140,396 | 114,292 | ||
Revenue | 3,712,731 | 3,606,807 | ||
Health care products | ||||
Segment and corporate information | ||||
Revenue from contracts with customers | 976,569 | 911,982 | ||
Revenue from lease contracts | 14,918 | 29,580 | ||
Revenue | 991,487 | 941,562 | ||
Total Segment | ||||
Segment and corporate information | ||||
Revenue from contracts with customers | 4,548,904 | 4,404,497 | ||
Revenue from insurance contracts | 140,396 | 114,292 | ||
Revenue from lease contracts | 14,918 | 29,580 | ||
Revenue | 4,704,218 | 4,548,369 | ||
Total Segment | Health care services | ||||
Segment and corporate information | ||||
Revenue from contracts with customers | 3,572,335 | 3,492,515 | ||
Total Segment | Health care products | ||||
Segment and corporate information | ||||
Revenue from contracts with customers | 976,569 | 911,982 | ||
Care Delivery | ||||
Segment and corporate information | ||||
Revenue from contracts with customers | 3,615,151 | 3,533,097 | ||
Revenue from insurance contracts | 140,396 | 114,292 | ||
Revenue | 3,755,547 | 3,647,389 | ||
Care Delivery | Health care services | ||||
Segment and corporate information | ||||
Revenue from contracts with customers | 3,572,335 | 3,492,515 | ||
Care Delivery | Health care products | ||||
Segment and corporate information | ||||
Revenue from contracts with customers | 42,816 | 40,582 | ||
Care Enablement | ||||
Segment and corporate information | ||||
Revenue from contracts with customers | 933,753 | 871,400 | ||
Revenue from lease contracts | 14,918 | 29,580 | ||
Revenue | 948,671 | 900,980 | ||
Care Enablement | Health care products | ||||
Segment and corporate information | ||||
Revenue from contracts with customers | 933,753 | 871,400 | ||
Operating Segments | Total Segment | ||||
Segment and corporate information | ||||
Revenue | 5,066,076 | 4,914,658 | ||
Operating income (loss) | 260,010 | 366,686 | ||
Depreciation and amortization | (403,264) | (403,533) | ||
Impairment loss | (26,209) | (3,048) | ||
Income (loss) from equity method investees | 27,514 | 10,487 | ||
Total assets | 54,693,887 | 53,122,766 | ||
thereof investments in equity method investees | 798,025 | 798,947 | ||
Additions of property, plant and equipment, intangible assets and right of use assets | 297,775 | 264,824 | ||
Operating Segments | Care Delivery | ||||
Segment and corporate information | ||||
Revenue | 3,755,547 | 3,647,389 | ||
Operating income (loss) | 284,485 | 297,498 | ||
Depreciation and amortization | (288,229) | (293,369) | ||
Impairment loss | (1,916) | (2,160) | ||
Income (loss) from equity method investees | 26,101 | 16,242 | ||
Total assets | 40,048,443 | 39,669,440 | ||
thereof investments in equity method investees | 463,839 | 488,905 | ||
Additions of property, plant and equipment, intangible assets and right of use assets | 188,486 | 188,840 | ||
Operating Segments | Care Enablement | ||||
Segment and corporate information | ||||
Revenue | 1,310,529 | 1,267,269 | ||
Operating income (loss) | (24,475) | 69,188 | ||
Depreciation and amortization | (115,035) | (110,164) | ||
Impairment loss | (24,293) | (888) | ||
Income (loss) from equity method investees | 1,413 | (5,755) | ||
Total assets | 14,645,444 | 13,453,326 | ||
thereof investments in equity method investees | 334,186 | 310,042 | ||
Additions of property, plant and equipment, intangible assets and right of use assets | 109,289 | 75,984 | ||
Operating Segments | Corporate | ||||
Segment and corporate information | ||||
Operating income (loss) | 10,179 | (10,360) | ||
Depreciation and amortization | (18,057) | (14,115) | ||
Impairment loss | (1,743) | |||
Total assets | 8,401,863 | 8,820,836 | ||
Additions of property, plant and equipment, intangible assets and right of use assets | 12,812 | 14,191 | ||
Inter-segment | ||||
Segment and corporate information | ||||
Revenue | (361,858) | (366,289) | ||
Operating income (loss) | (9,252) | (8,658) | ||
Depreciation and amortization | 9,716 | 3,482 | ||
Total assets | (27,595,235) | (27,219,476) | ||
Inter-segment | Total Segment | ||||
Segment and corporate information | ||||
Revenue | (361,858) | (366,289) | ||
Inter-segment | Care Enablement | ||||
Segment and corporate information | ||||
Revenue | € (361,858) | € (366,289) |