Obligation Fresenius Medical 4.125% ( USU31434AD25 ) en USD

Fresenius Medical

100 % ⇌

Etats-unis

USU31434AD25 ( en USD )

4.125% par an ( paiement semestriel )

15/10/2020 - Obligation échue

Prospectus brochure de l'obligation Fresenius Medical USU31434AD25 en USD 4.125%, échue

2 000 USD

500 000 000 USD

U31434AD2

BBB ( Qualité moyenne inférieure )

N/A

L'Obligation émise par Fresenius Medical ( Etats-unis ) , en USD, avec le code ISIN USU31434AD25, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2020
L'Obligation émise par Fresenius Medical ( Etats-unis ) , en USD, avec le code ISIN USU31434AD25, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Fresenius Medical Care US Finance II, Inc.
$900,000,000
$[] []% Senior Notes due 2020
$[] []% Senior Notes due 2024
Guaranteed on a senior basis byFresenius Medical Care AG &Co. KGaA, Fresenius Medical Care Holdings, Inc. and
Fresenius Medical Care Deutschland GmbH
Fresenius Medical Care US Finance II, Inc. (the "Issuer") is offering $ 900,000,000 aggregate principal amount of its senior notes, consisting of $[] aggregate
principal amount of its []% senior notes due October 15, 2020 (the "Notes due 2020") and $[] aggregate principal amount of its []% senior notes due October 15,
2024 (the "Notes due 2024" and, together with the Notes due 2020, or the "Notes"). The Issuer will pay interest on the Notes semi-annually on April 15 and October 15
of each year, commencing April 15, 2015. The Notes due 2020 will mature on October 15, 2020, and the Notes due 2024 will mature on October 15, 2024.
The Notes will be senior unsecured obligations of the Issuer and will rank equally with all of its existing and future senior unsecured indebtedness. The Notes will be
guaranteed on a senior unsecured basis (the "Note Guarantees") by Fresenius Medical Care AG & Co. KGaA (the "Company") as well as Fresenius Medical Care
Holdings, Inc. and Fresenius Medical Care Deutschland GmbH (together the "Subsidiary Guarantors" and, together with the Company, the "Guarantors"). Other
subsidiaries of the Company will not guarantee the Notes. The Notes and the Note Guarantees will be effectively subordinated to all secured indebtedness of the
Issuer and the Guarantors to the extent of the value of the collateral securing such indebtedness and structurally subordinated to all liabilities of the Company's
subsidiaries that are not guaranteeing the Notes.
The Notes are subject to the redemption provisions as set out elsewhere in this prospectus.
This prospectus constitutes a prospectus within the meaning of Article 5 para. 3 of the Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003
(as amended, inter alia, by Directive 2010/73/EU of the European Parliament and of the Council of November 24, 2010) (the "Prospectus Directive") and has been drafted in
accordance with the Luxembourg law of July 10, 2005 on prospectuses for securities, as amended, (Loi du 10 juillet 2005 relative prospectus pour valeurs mobilières) (the
"Luxembourg Prospectus Law"), which implements the Prospectus Directive into Luxembourg Prospectus Law.
This prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent authority under the Luxembourg
Prospectus Law, and will be published in electronic form on the website of the Luxembourg Stock Exchange (http://www.bourse.lu). We have requested that the CSSF provide the
competent authority in the Federal Republic of Germany ("Germany") with a certificate of approval attesting that this prospectus has been prepared in accordance with the
Luxembourg Prospectus Law (the "Notification"). Until such Notification is given in Germany, and at all times in other member states of the European Economic Area (the
"EEA"), offers will be made only pursuant to an exception under Section 3 of the German Securities Prospectus Act (Wertpapierprospektgesetz, "WpPG") or an applicable
exception under the national legislation of the relevant member state of the EEA implementing the Prospectus Directive, as the case may be. According to article 7 (7) of the
Luxembourg Prospectus Law the CSSF assumes no responsibility as to the economical and financial soundness of the transaction and the quality or solvency of the Issuer.
Application will be made to list the Notes on the official list of the Luxembourg Stock Exchange and to admit the Notes to trading on the regulated market of the Luxembourg
Stock Exchange, a market appearing on the list of regulated markets issued by the European Commission pursuant to Directive 2004/39/EC of April 21, 2004 on markets in
financial instruments.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 61.
Issue Price:
Notes due 2020: []% plus accrued interest, if any, from October 29, 2014
Notes due 2024: []%plus accrued interest, if any, from October 29, 2014
Delivery of the Notes in book-entry form will be made through The Depository Trust Company, expected on or about October 29, 2014.
The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes may not
be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A under the Securities Act ("Rule 144A") and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the
Securities Act ("Regulation S"). You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A. See "Notice to Investors" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
Joint Lead Managers and Bookrunners
Co-Lead Managers
Wells Fargo Securities
Citigroup
Deutsche Bank Securities
BBVA
BNP PARIBAS
DNB Markets
Scotiabank
HSBC
MUFG
PNC Capital Markets LLC
SunTrust Robinson Humphrey
Santander
SMBC Nikko
TD Securities
The date of this Prospectus is October 24, 2014

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with
any information that is different or represent anything about us or this offering that is not contained in this prospectus. If
given or made, any such other information or representation should not be relied upon as having been authorized by us or
Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Scotia Capital (USA) Inc., HSBC
Securities (USA) Inc., SunTrust Robinson Humphrey, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., DNB
Markets, Inc., Mitsubishi UFJ Securities (USA), Inc., PNC Capital Markets LLC, Santander Investment Securities Inc.,
SMBC Nikko Capital Markets Limited, and TD Securities (USA) LLC (collectively, the "Initial Purchasers"). We are not, and
the Initial Purchasers are not, making an offer to sell these Notes in any jurisdiction where an offer or sale is not permitted.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date hereof.
The business, financial condition, results of operations and prospects of the Issuer or the Guarantors or any of their
subsidiaries may have changed since that date.
TABLE OF CONTENTS
Notice to New Hampshire Residents .................................................................................................................................................ii
Responsibility Statement ...................................................................................................................................................................ii
Notice to Investors .............................................................................................................................................................................ii
Notice to Investors in the European Economic Area .........................................................................................................................iii
Notice to Investors in Germany .........................................................................................................................................................iv
Notice to Investors in the Netherlands...............................................................................................................................................iv
Notice to Investors in the United Kingdom .......................................................................................................................................iv
Notice to Certain other European Investors .......................................................................................................................................v
Certain Defined Terms.......................................................................................................................................................................vi
Forward Looking Statements.............................................................................................................................................................vi
Market and Industry Data ..................................................................................................................................................................viii
Summary............................................................................................................................................................................................1
German Translation of the Summary of the Prospectus ....................................................................................................................29
Risk Factors .......................................................................................................................................................................................61
Presentation of Certain Financial Information...................................................................................................................................76
Non-GAAP and Non-IFRS Measures................................................................................................................................................77
Selected Historical Consolidated Financial Data Prepared Under U.S. GAAP and Other Data........................................................79
Selected Historical Consolidated Financial Data Prepared Under IFRS............................................................................................81
Selected Financial Data relating to the Issuer ....................................................................................................................................83
The Issuer...........................................................................................................................................................................................84
Use of Proceeds .................................................................................................................................................................................85
Capitalization.....................................................................................................................................................................................86
Business Recent Developments and Additional Information...........................................................................................................88
Management.......................................................................................................................................................................................89
The Guarantors ..................................................................................................................................................................................94
Description of Certain Indebtedness ..................................................................................................................................................99
Description of the Notes ....................................................................................................................................................................106
German Translation of the Description of the Notes .........................................................................................................................133
Book-Entry, Delivery and Form ........................................................................................................................................................166
Taxation Considerations ....................................................................................................................................................................172
Underwriting, Sale and Offer of the Notes ........................................................................................................................................182
Transfer Restrictions..........................................................................................................................................................................186
Service of Process and Enforceability of Civil Liabilities .................................................................................................................189
Independent Auditors.........................................................................................................................................................................190
Legal Matters .....................................................................................................................................................................................190
Available Information........................................................................................................................................................................190
Incorporation by Reference................................................................................................................................................................191
Listing and General Information........................................................................................................................................................197
Index to Issuer Financial Statements .................................................................................................................................................F-1
i

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ANNOTATED, 1955, AS AMENDED ("RSA 421-B") WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON
IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER, OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
RESPONSIBILITY STATEMENT
The Issuer and the Guarantors accept responsibility for the information contained or incorporated by reference in this prospectus
and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained or incorporated by
reference in this prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its
import.
The information contained in Item 11, "Quantitative and Qualitative Disclosures About Market Risks -- Management of Foreign
Exchange and Interest Rate Risks -- Foreign Exchange Risk" in the Company's Annual Report on Form 20-F for the year ended
December 31, 2013 incorporated by reference into this prospectus (our "2013 Form 20-F") and in this prospectus under the heading
"Capitalization - Exchange Rate Information" includes extracts from information and data publicly released by official and other
sources. While we accept responsibility for accurately summarizing the information concerning exchange rate information, we accept
no further responsibility in respect of such information. The information set out in relation to sections of this prospectus describing
clearing arrangements, including the section entitled "Book-Entry, Delivery and Form," is subject to any change in or reinterpretation
of the rules, regulations and procedures of The Depository Trust Company, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream
Banking S.A., Luxembourg ("Clearstream"), as currently in effect. While we accept responsibility for accurately summarizing the
information concerning The Depository Trust Company, Euroclear and Clearstream, we accept no further responsibility in respect of
such information.
Neither the Initial Purchasers nor any other person mentioned in this prospectus or any incorporated documents, except for the
Issuer and the Guarantors, is responsible for the information contained or incorporated by reference in this prospectus, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for
the accuracy and completeness of the information contained or incorporated by reference herein.
NOTICE TO INVESTORS
None of the Issuer, the Guarantors, the Initial Purchasers, the Trustee, or any of our or their respective representatives, affiliates,
advisers or agents is making any representation to you regarding the legality of an investment in the Notes, and you should not
construe anything in this prospectus as legal, business or tax advice. You should consult your own advisors as to the legal, tax,
business, financial and related aspects of an investment in the Notes. You must comply with all laws applicable in any jurisdiction in
which you buy, offer or sell the Notes or possess or distribute this prospectus, and you must obtain all applicable consents and
approvals. None of the Issuer, the Guarantors, the Initial Purchasers or the Trustee or any of their affiliates, representatives, advisors
or agents shall have any responsibility for any of the foregoing legal requirements.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the
information contained or incorporated by reference in this prospectus. Nothing contained or incorporated by reference in this
prospectus is or should be relied upon as a promise or representation by any Initial Purchaser as to the past or the future. You agree to
the foregoing by accepting this prospectus.
ii

Neither the Notes nor the Note Guarantees have been registered under the Securities Act or the securities laws of any state of the
United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. We have not registered, and do not intend to register, the Notes or the Guarantees under the
Securities Act. Notwithstanding anything in this prospectus to the contrary, you (and each of your employees, representatives or other
agents) may disclose to any and all persons, without limitation of any kind, the U.S. federal tax treatment and U.S. tax structure of the
offering and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such U.S. federal
tax treatment and U.S. tax structure. However, any such disclosure of the U.S. federal tax treatment or U.S. tax structure may be
subject to restrictions reasonably necessary to comply with any applicable securities laws.
The Notes are being offered and sold outside the United States in reliance on Regulation S and within the United States to
"qualified institutional buyers" in reliance on Rule 144A under the Securities Act. Prospective purchasers are hereby notified that the
sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
For a description of these and certain other restrictions on offers, sales and transfers of the Notes and the distribution of this
prospectus, see "Notice to New Hampshire Residents," "Notice to Investors in the European Economic Area," "Notice to Investors in
the Netherlands," "Notice to Investors in Germany," "Notice to Investors in the United Kingdom," "Notice to Certain Other
European Investors," "Underwriting, Sale and Offer of the Notes," "Transfer Restrictions," and unless and until the CSSF notifies the
German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) regarding approval of this
prospectus, "Notice to Investors in Germany. By purchasing any Notes, you will be deemed to have represented and agreed to all of
the provisions contained in those sections of this prospectus. You may be required to bear the financial risks of this investment for an
indefinite period of time.
Each person receiving this prospectus acknowledges that (1) we have afforded it an opportunity to request and to review, and it has
received, all additional information considered by it to be necessary to verify the accuracy of or to supplement the information contained or
incorporated by reference in this prospectus, (2) investing in the Notes involves risks, (3) it has not relied upon the Initial Purchasers or any
person affiliated with the Initial Purchasers in connection with its investigation of the accuracy of such information or its investment
decision, (4) this prospectus relates to offerings exempt from registration under the Securities Act and does not comply in important
respects with Securities and Exchange Commission ("SEC") rules that would apply to an offering document relating to a public
offering of securities and (5) no person has been authorized to give information or to make any representation concerning us, this
offering or the Notes, other than as contained in this prospectus, in connection with an investor's examination of us and the terms of
this offering.
Neither the U.S. Securities and Exchange Commission, nor any U.S. state securities regulator, nor any non- U.S. securities
authority has approved or disapproved of these securities or determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense in the United States.
You may not use any information herein for any purpose other than considering an investment in the Notes. We reserve the right
to withdraw this offering of the Notes at any time. We and the Initial Purchasers reserve the right to reject any offer to purchase the
Notes in whole or in part for any reason or for no reason and to allot to any prospective purchaser less than the full amount of the
Notes sought by such purchaser.
The prospectus may only be used for the purpose for which it has been established.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each initial purchaser has represented and agreed that with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer
of Notes to the public in that Relevant Member State, other than the offers contemplated by the prospectus in Luxembourg and Germany,
from the time the prospectus has been approved by the CSSF and published and notified to the relevant competent authority in accordance
with the Prospectus Directive as implemented in Germany, except that it may make an offer of such Notes in that Relevant Member State:
(a)
to any person or entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as
permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Initial Purchaser or Initial
Purchasers nominated by the relevant Issuer for any such offer; or
iii

(c)
in any other circumstances falling within Article 3 para. 2 of the Prospectus Directive, provided that no such offer of Notes
shall require the Issuer or any Initial Purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the
Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means
Directive 2003/71/EC (as amended, inter alia, by Directive 2010/73/EU of the European Parliament and of the Council of November
24, 2010).
NOTICE TO INVESTORS IN GERMANY
No public offer may be made in Germany unless and until the CSSF notifies the Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) in accordance with Article 18 of the Prospectus Directive. Unless and until such
notification is made, the Notes will only be available in Germany (i) to, and this prospectus and any other offering material in relation
to the Notes are directed only at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of
the German Securities Prospectus Act (Wertpapierprospektgesetz); or (ii) under any other circumstances that do not require the
publication of a prospectus pursuant to Section 3 para. 2 of the Securities Prospectus Act. Any resale of the Notes in Germany may
only be made in accordance with the German Securities Prospectus Act and other applicable laws.
NOTICE TO INVESTORS IN THE NETHERLANDS
The Notes are not and may not be offered in The Netherlands other than to persons or entities who or which are "Qualified
Investors" as defined in the Prospectus Directive.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
Members of the public are not eligible to take part in the offering. This prospectus is directed only at persons in the United
Kingdom who are qualified investors within the meaning of the Prospectus Directive (including any implementing measure in the
United Kingdom) ("Qualified Investors") and persons who are:
(a)
investment professionals falling within articles 19(5) of the Financial Services and Markets Act 2000 ("FSMA") (Financial
Promotion) Order 2005, as amended (the "Order");
(b) persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order; or
(c)
persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
FSMA in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be
communicated.
(all such persons together being referred to as "Relevant Persons"). This document prospectus must not be acted on or relied on in
the United Kingdom by persons who are not Relevant Persons. Persons distributing this prospectus must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which this prospectus relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons.
Each Initial Purchaser has represented and agreed that:
(a)
if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Notes purchased by it in the
offering will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer
and resale to, persons in the United Kingdom other than to Qualified Investors, or in circumstances in which the prior
consent of the Issuer has been given to the proposed offer or resale;
(b) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business; and
iv

(ii)
it has not offered or sold and will not offer or sell the Notes in the United Kingdom other than to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for
the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses where the issue of the Notes has or would otherwise constitute an
offer to the public within the meaning of Section 85(1) of the FSMA by the Issuer;
(c) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the
Issuer or the Guarantors;
(d) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to
the Notes in, from or otherwise involving the United Kingdom; and
(e) if it is located in the United Kingdom, it is a Qualified Investor.
NOTICE TO CERTAIN OTHER EUROPEAN INVESTORS
France
This prospectus has not been prepared in the context of a public offering in France within the meaning of Article L.41 1-1 of the
Code Monétaire et Financier and therefore has not been approved by, registered or filed with the French Financial Market Authority
(Autorité des Marchés Financiers or "AMF"). Consequently, the Notes are not being offered, directly or indirectly, to the public in
France and this prospectus has not been and will not be released, issued or distributed or caused to be released, issued or distributed to
the public in France or used in connection with any offer for subscription or sale of the Notes to the public in France.
The Notes may only be offered or sold in the Republic of France to qualified investors (investisseurs qualifies) or to providers of
investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement
de gestion de portefeuille pour compte de tiers), to the exclusion of any individuals (cercle restraint d'investisseurs) all as defined in
and in accordance with articles L.41 1-2 and D. 411-1 to D. 411-4 of the French Code Monétaire et Financier.
Prospective investors are informed that:
(i)
this prospectus has not been submitted for clearance to the AMF;
(ii) in compliance with Articles D. 411-1 to D. 411-4 of the French Code Monétaire et Financier, any investors subscribing for
the Notes should be acting for their own account; and
(iii) the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in compliance with
articles L.411-1, L.411-2, L412-1 and L.621-8 to L.621-8-3 of the French Code Monétaire et Financier.
Italy
The offering of the Notes has not been registered pursuant to the Legislative Decree No. 58 of February 24, 1998 (the "Financial
Services Act") and, accordingly, in the Republic of Italy the Notes may not be offered, sold or delivered, nor may copies of this
prospectus or of any other document relating to the Notes be distributed in the Republic of Italy, except:
(i)
to qualified investors (investitori qualificati), as defined in Article 34-ter of Commissione Nazionale per la Società e le Borsa
Regulation No. 11971 of May 14, 1999 ("Regulation 11971"), as amended; or
(ii) in the other circumstances which are exempted from the rules on offers to the public pursuant to Article 100 of the Financial
Services Act and Article 34-ter, first paragraph, of Regulation 11971, as amended.
Any offer, sale or delivery of the Notes or distribution of copies of this prospectus or any other document relating to the Notes in
the Republic of Italy under (i) or (ii) above must be:
v

(i)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in
accordance with Legislative Decree No. 385 of September 1, 1993 (the "Banking Act"), the Financial Services Act, the
regulations implementing the Financial Services Act and any other applicable laws and regulations; and
(ii) in compliance with any and all other applicable laws and regulations.
Spain
The Notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish Securities Market Law
(Ley 24/1988, de 28 de Julio del Mercado de Valores) as amended and restated and Royal Decree 1310/2005 of November 4 on matters of the
admittance or negotiation of securities in official stock exchanges, of public sale and subscription offerings and the required brochure
for such purposes (Real Decreto 1310/2005, de 4 de noviembre, en materia de admisión o negociación de valores en mercados secundarios
oficiales, ofertaspúblicas de venta o suscripción y del folleto exigible a tales efectos) as amended and restated ("R.D. 1310/2005"), and
subsequent legislation.
This prospectus is neither approved nor registered in the administrative registries of the Comisión Nacional del Mercado de
Valores, and therefore a public offer for subscription of the Notes will not be carried out in Spain. Notwithstanding that and in
accordance with Article 30.1 bis of the Spanish Securities Market Law and Article 38 of R.D. 1310/2005, a private placement of the
Notes addressed exclusively to institutional investors (as defined in Article 39 of R.D. 1310/2005) may be carried out in accordance
with the requirements of R.D. 1310/2005.
CERTAIN DEFINED TERMS
In this prospectus, (1) the "Company" refers to both Fresenius Medical Care AG prior to the transformation of legal form discussed
in Item 4A, "Information on the Company - History and Development of the Company - History" in our 2013 Form 20-F, and to
Fresenius Medical Care AG & Co. KGaA after the transformation; (2) "we", "us" and "our" refers either to the Company or the
Company and its subsidiaries on a consolidated basis both before and after the transformation, as the context requires; (3) "Fresenius
Medical Care AG" and "FMC-AG" refers to the Company as a German stock corporation before the transformation of legal form and
"FMC-AG & Co. KGaA" refers to the Company as a German partnership limited by shares after the transformation; except that when
used to describe or identify the Company as a Guarantor of the Notes, the "Company," "Fresenius Medical Care AG & Co. KGaA"
and "FMC AG & Co. KGaA" (and "we," "us," and "our" in such context) refer only to Fresenius Medical Care AG & Co. KGaA
individually in such capacity; (4) "FMCH" and "D-GmbH" refer, respectively, to Fresenius Medical Care Holdings, Inc., the holding
company for our North American operations and a guarantor of the Notes and to Fresenius Medical Care Deutschland GmbH, one of
our German subsidiaries and a guarantor of the Notes; In addition, "Fresenius SE" and "Fresenius SE & Co. KGaA" refer to Fresenius
SE & Co. KGaA, a German partnership limited by shares resulting from the change of legal form of Fresenius SE (effective as of
January 2011), a European Company (Societas Europaea) previously called Fresenius AG, a German stock corporation. Fresenius SE
owns 100% of the share capital of our general partner and 94,380,382 of our ordinary shares, 31.2% based on 302,303,805 outstanding
shares as of June 30, 2014 (prior to the transformation of our legal form, it held approximately 51.8% of our voting shares). In this
prospectus, we use Fresenius SE to refer to that company as a partnership limited by shares, effective on and after January 28, 2011, as
well as both before and after the conversion of Fresenius AG from a stock corporation into a European Company on July 13, 2007.
The phrase "Fresenius SE and its subsidiaries" refers to Fresenius SE and all of the companies of the Fresenius SE group, other than
FMC-AG & Co. KGaA and the subsidiaries of FMC-AG & Co. KGaA. Each of "Management AG", "FMC Management AG" and the
"General Partner" refers to Fresenius Medical Care Management AG, FMC-AG & Co. KGaA's general partner and a wholly owned
subsidiary of Fresenius SE. "Management Board" and "our Management Board" refer to the members of the management board of
Management AG and, except as otherwise specified, "Supervisory Board" and "our Supervisory Board" refer to the supervisory board
of FMC-AG & Co. KGaA. The term "North America Segment" refers to our North America operating segment. The term
"International Segment" refers to our combined EMEALA (Europe, Middle East, Africa, and Latin America) and Asia-Pacific
operating segments. References in this prospectus to the notes to our financial statements are to the Notes to Consolidated Financial
Statements prepared in accordance with U.S. GAAP included in this prospectus or to the Notes to Consolidated Financial Statements
prepared in accordance with IFRS, as the context may require.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, the "Exchange Act". When used in this prospectus, the words "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward looking statements.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are
inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be
anticipated, and future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by
the forward-looking statements contained elsewhere in this prospectus. We have based these forward-looking statements on current
vi

estimates and assumptions made to the best of our knowledge. By their nature, such forward-looking statements involve risks,
uncertainties, assumptions and other factors which could cause actual results, including our financial condition and profitability, to differ
materially and be more negative than the results expressly or implicitly described in or suggested by these statements. Moreover, forward-
looking estimates or predictions derived from third parties' studies or information may prove to be inaccurate. Consequently, we cannot
give any assurance regarding the future accuracy of the opinions set forth in this prospectus or the actual occurrence of the developments
described herein. In addition, even if our future results meet the expectations expressed here, those results may not be indicative of our
performance in future periods.
These risks, uncertainties, assumptions, and other factors that could cause actual results to differ from our projected results
include, among others, the following:

changes in governmental and commercial insurer reimbursement for our complete products and services portfolio, including
the expanded United States ("U.S.") Medicare reimbursement system for dialysis services;

changes in utilization patterns for pharmaceuticals and in our costs of purchasing pharmaceuticals;

the outcome of ongoing government and internal investigations;

risks relating to compliance with the myriad government regulations applicable to our business including, in the U.S., the
Anti-Kickback Statute, the False Claims Act, the Stark Law and the Foreign Corrupt Practices Act, the Food, Drug and
Cosmetic Act and comparable regulatory regimes in many of the 120 countries in which we supply dialysis services and / or
products;

the influence of private insurers and managed care organizations;

the impact of recently enacted and possible future health care reforms;

product liability risks;

the outcome of ongoing potentially material litigation;

risks relating to the integration of acquisitions and our dependence on additional acquisitions;

the impact of currency fluctuations;

introduction of generic or new pharmaceuticals that compete with our pharmaceutical products;

changes in raw material and energy costs or the ability to procure raw materials; as well as

the financial stability and liquidity of our governmental and commercial payors.
Important factors that could contribute to such differences are noted in this prospectus in the sections entitled "Risk Factors," in Item
4.B, "Information on the Company Business Overview," and Item 5, "Operating and Financial Review and Prospects" in our 2013
Form 20-F, in the "Interim Report of Financial Condition and Results of Operations for the three and six-month periods ended June
30, 2014 and 2013" in our Report on Form 6-K for the month of July 2014 dated July 31, 2014 (our "July 2014 Form 6-K"), and in
Note 20, "Commitments and Contingencies," of the Notes to Consolidated Financial Statements in our 2013 Form 20-F and Note 11,
"Commitments and Contingencies," of the Notes to Consolidated Financial Statements (unaudited) in our July 2014 Form 6-K.
Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings. Developments in
any of these areas could cause our results to differ materially from the results that we or others have projected or may project.
Our reported financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that are the
basis of our financial statements. The actual accounting policies, the judgments made in the selection and application of these policies,
and the sensitivities of reported results to changes in accounting policies, assumptions and estimates, are factors to be considered along
with our financial statements and discussion in Item 5.A, "Operating and Financial Review and Prospects -- Results of Operations" in
our 2013 Form 20-F. For a discussion of our critical accounting policies, see Item 5, "Operating and Financial Review and Prospects --
Results of Operations" in our 2013 Form 20-F.
vii

MARKET AND INDUSTRY DATA
Where information in this prospectus and the documents incorporated by reference has been specifically identified as having been
extracted from third party documents, the Issuer and each of the Guarantors confirms that this information has been accurately
reproduced and that as far as the Issuer and the Guarantors are aware and are able to ascertain from information published by that third
party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In particular, this prospectus
and the documents incorporated by reference contain patient and other statistical data related to end-stage renal disease and treatment
modalities, including estimates regarding the size of the patient population and growth in that population. These data have been
compiled using our Market & Competitor Survey ("MCS"), an internal information tool we created to collect, analyze and communicate
relevant market and competition data on the global dialysis market that utilizes annual country-by-country surveys and publicly
available information from our competitors. See Item 4B, "Information on the Company - Business Overview -- Renal Industry
Overview" in our 2013 Form 20-F. While we believe the information obtained in our surveys and competitor publications to be reliable,
we have not independently verified the data or any assumptions our MCS is derived from on which the estimates they contain are based.
None of the Issuer, the Guarantors or the Initial Purchasers makes any representation as to the accuracy of such information. Market
data not attributed to a specific source are our estimates, compiled using our MCS.
viii

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections
A -- E (A.1 -- E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and issuer,
it is possible that no relevant information can be given regarding the Element. In this case a short description of the
Element is included in the summary with the mention of "not applicable".
A -- INTRODUCTION AND WARNINGS
Element
Title
A.1
Introduction and warnings
Warning that:

this summary should be read as an introduction to the
prospectus;

any decision to invest in the Notes should be based
on consideration of the prospectus as a whole by the
investor;

where a claim relating to the information contained in
this prospectus is brought before a court in a Member
State, the plaintiff investor might, under the national
legislation of the Member States, have to bear the
costs of translating the prospectus before the legal
proceedings are initiated; and

civil liability attaches only to those persons who have
tabled the summary including any translation thereof,
but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of
the prospectus or it does not provide, when read
together with the other parts of the prospectus, key
information in order to aid investors when considering
whether to invest in the Notes.
A.2
Consent
of
the
Issuer
to
Wells Fargo Securities, LLC, Citigroup Global Markets
subsequent
resale
or
final
Inc., Deutsche Bank Securities Inc., Scotia Capital (USA) Inc.,
placement
HSBC Securities (USA) Inc., SunTrust Robinson Humphrey,
Inc., BBVA Securities Inc., BNP Paribas Securities Corp.,
DNB Markets, Inc., Mitsubishi UFJ Securities (USA), Inc.,
PNC Capital Markets LLC, Santander Investment Securities
Inc., SMBC Nikko Capital Markets Limited and TD Securities
(USA) LLC (together, the "Initial Purchasers") and/or each
further financial intermediary subsequently reselling or finally
placing the Notes is entitled to use this prospectus for the
subsequent resale or final placement of the Notes in
Luxembourg and, after notification to the competent authority,
in Germany during the offer period for the subsequent resale or
1