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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO
SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-32749
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Fresenius Medical Care North America 401(k) Savings Plan
920 Winter Street
Waltham, MA 02451-1457
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Fresenius Medical Care AG & Co. KGaA
Else-Kröner Straße 1
61352 Bad Homburg, v.d. H. Germany
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FRESENIUS MEDICAL CARE
NORTH AMERICA 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2019 and 2018
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AND REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Fresenius Medical Care North America 401(k) Savings Plan (the Plan) is subject to the Employer Retirement Income Security Act of 1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the following financial statements and schedules have been prepared in accordance with the financial reporting requirements of ERISA.
The following financial statements and schedules are filed as a part of this Annual Report on Form 11-K:
INDEX
*- Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative Committee of
Fresenius Medical Care North America 401(k) Savings Plan
Opinion to the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Fresenius Medical Care North America 401(k) Savings Plan (the Plan) as of December 31, 2019 and 2018, and the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for purposes of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2019 has been subjected to audit procedures performed in conjunction with the audit of the Plans financial statements. The supplemental information is the responsibility of the Plans management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ WithumSmith+Brown, PC
|
|
We have served as the Plans auditor since 1999.
Princeton, New Jersey
June 26, 2020
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2019 AND 2018
|
|
2019
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|
2018
|
|
ASSETS:
|
|
|
|
|
|
Participant directed investments, at fair value
|
|
$
|
2,276,295,286
|
|
$
|
1,752,620,158
|
|
Stable value investment at contract value
|
|
619,765,461
|
|
554,441,322
|
|
Cash
|
|
190,474
|
|
439,545
|
|
Interest and dividends receivable
|
|
1,645
|
|
3,048
|
|
Contributions receivable - employer
|
|
66,934,338
|
|
61,836,258
|
|
Notes receivable from participants
|
|
93,092,474
|
|
85,482,717
|
|
|
|
|
|
|
|
Total assets
|
|
3,056,279,678
|
|
2,454,823,048
|
|
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
|
Payable for securities purchased
|
|
314,089
|
|
243,939
|
|
Accrued administrative expenses
|
|
610,038
|
|
558,359
|
|
Total liabilities
|
|
924,127
|
|
802,298
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS
|
|
$
|
3,055,355,551
|
|
$
|
2,454,020,750
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|
See accompanying notes to financial statements.
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2019
ADDITIONS:
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|
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|
Participant contributions -
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|
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|
Salary deferrals
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|
$
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209,327,078
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|
Rollovers
|
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17,318,935
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|
Employer contributions -
|
|
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|
Matching
|
|
66,200,362
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|
Defined contribution
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|
733,976
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|
Interest income on notes receivable from participants
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5,496,338
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|
Dividend and interest income
|
|
22,662,844
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|
Net appreciation in value of investments
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|
451,001,068
|
|
|
|
|
|
Total additions
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|
772,740,601
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|
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DEDUCTIONS:
|
|
|
|
|
|
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|
Benefits paid to participants
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|
237,707,107
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|
Administrative expenses
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|
2,974,359
|
|
|
|
|
|
Total deductions
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|
240,681,466
|
|
|
|
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NET ADDITIONS BEFORE TRANSFERS
|
|
532,059,135
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|
|
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TRANSFERS IN FROM OTHER PLANS
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70,535,707
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|
TRANSFERS OUT TO OTHER PLANS
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(1,260,041
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)
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NET ADDITIONS
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601,334,801
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|
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NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR
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|
2,454,020,750
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|
|
|
|
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NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
|
|
$
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3,055,355,551
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|
See accompanying notes to financial statements.
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
Organization - Fresenius Medical Care North America 401(k) Savings Plan (the Plan) is sponsored by National Medical Care, Inc. d/b/a Fresenius Medical Care North America (NMC and, together with certain entities owned, controlled or under common control with NMC, the Company) for the benefit of the employees of the Company. NMC is an indirect, wholly-owned subsidiary of Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares (Fresenius Medical Care AG & Co. KGaA). The Company is a provider of dialysis products and services.
The administration of the Plan is the responsibility of the Administrative Committee, which is appointed by NMCs Board of Directors. Wells Fargo Institutional Retirement and Trust is the trustee and recordkeeper of the Plan under a transition service agreement with Principal Financial Group. On April 9, 2019, Wells Fargo announced that it entered into an agreement with Principal Financial Group to sell its Institutional Retirement & Trust business.
The following description of the Plan provides only general information. Special provisions may apply for certain participants who joined the Plan pursuant to Company acquisitions. Participants should refer to the Plan document for a complete description of the Plans provisions.
General - The Plan is a defined contribution plan covering substantially all employees meeting the eligibility requirements of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). A summary description of the Plan is available from the Plan administrator.
Eligibility - An employee becomes eligible for participation in the Plan on the first day of the month following the completion of ninety days of service, subject to further limitations, as described in the Plan document. Temporary employees become eligible to make elective contributions beginning the first of the month after completing one year of eligibility service. One year of eligibility of service is earned by completing at least 900 hours of service.
Company Match - An employee becomes eligible for company matching contributions the first of the month following ninety days of service.
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN (continued)
Participant Accounts - Each participants account is credited with the participants and Companys contributions and allocations of Plan earnings. Participant and employer contributions are invested as directed by the participants into one or more designated investment options offered by the Plan. Additionally, participants have the option to establish a plan level brokerage account which provides the opportunity to invest in a wide array of securities. Participants may change their investment selections at any time. Allocations of Plan earnings are based on participant account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account.
Participant and Company Matching Contributions - Each participant may contribute from 1% to 75% of his or her eligible earnings on a pre-tax basis, subject to certain IRS limitations. Participating employees age 50 and above may elect to make catch-up pre-tax contributions to the Plan above the Plan maximums. The maximum additional Catch Up contribution was $6,000 for 2019. The Company makes matching contributions to the Plan at an amount equal to 50% of the first 6% of eligible employee earnings, subject to certain limitations. Company matching contributions commence for participants who have completed ninety days of service. Company matching contributions are funded on an annual basis. Participants who are not employed by the Company at the end of the Plan year (December 31) are not eligible for the matching contribution.
Participants are at all times 100% vested to the extent of their own contributions and related earnings. Participants terminated prior to January 1, 2007 vest in the employer matching contributions according to the vesting schedule in effect at the time of termination. Active participants since January 1, 2007 vest in the employer matching contributions according to the following schedule:
Period of Service
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|
Percentage Vested
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Less than 1 year
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0%
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1 but less than 2 years
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|
20%
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2 but less than 3 years
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|
40%
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3 but less than 4 years
|
|
60%
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4 but less than 5 years
|
|
80%
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5 years or more
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100%
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN (continued)
Company Profit Sharing - The Company may make discretionary profit sharing contributions to the Plan for the benefit of all eligible participants. Employees who have completed ninety days of service for the plan year for which the contribution relates and are employed by the Company on the last day of the plan year for which the contribution relates are eligible to participate in this component of the Plan. Any discretionary profit sharing contributions are immediately 100% vested and are allocated to eligible participants based on compensation, with participants having ten years or more of service as of January 1, 2002 entitled to a higher profit sharing allocation. There was no profit sharing contribution made to the Plan in 2019.
Forfeitures - At December 31, 2019 and 2018, forfeited account balances totaled $1,320,108 and $1,102,486 respectively. Forfeitures are used to reduce Company contributions and/or offset administrative expenses of the Plan. In January 2020, the Company used $994,291 of the forfeited account balance to reduce Company matching contributions for 2019 that were funded in 2020. In January 2019, the Company used $790,344 of forfeited account balances to reduce Company matching contributions for 2018 that were funded in 2019.
Defined Contribution - The Company makes payments to the Plan referred to as a defined contribution for the benefit of all eligible participants. Employees satisfying all of the following requirements are eligible to participate in this component of the Plan: (i) the employee was employed by the Company as of March 9, 2002; (ii) the employee was a participant in the Fresenius Medical Care North America Retirement Plan (Pension Plan) on March 9, 2002, and (iii) the employee had completed ten years of benefit service as of March 9, 2002. Employees eligible to participate will only receive a defined contribution allocation for a given plan year after the completion of 15 years of benefit service as long as the employee is employed by the Company on the last day of the plan year for which the contribution relates. Eligible participants are immediately 100% vested in such contributions.
The amount of the defined contribution for each eligible participant is actuarially determined and is principally based on the participants length of service, level of compensation, projected benefit from the Pension Plan, and the projected benefit from the profit sharing component of this Plan. Certain actuarial assumptions related to annual compensation percentage increases, annual investment returns and anticipated profit sharing funding levels are made in determining the defined contribution funding amounts.
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN (continued)
Distributions - At termination of employment, the participant is entitled to withdraw his or her vested account balance from the Plan. Any remaining unpaid loan balances at termination of employment are treated as distributions. Terminated employees with account balances of less than $5,000 must withdraw their account balances from the Plan. Terminated employees with participant account balances greater than $5,000 may elect to defer receiving distributions from the Plan until age 70 1/2. The Plan allows any participants with account balances greater than $5,000 to elect payouts in the form of an annuity over a period not to exceed 25 years. In certain instances, prior to termination, participants who suffer a hardship may (subject to approval by the Administrative Committee and in compliance with ERISA) request a withdrawal from their account balance. In addition, plan participants are eligible to take in service distributions at age 59 ½.
Plan Termination - Although the Company expects to continue the Plan as a permanent, tax-deferred savings program for the exclusive benefit of Company employees, the continuance of the Plan is not assumed by the Company as a contractual obligation. The Company reserves the right to amend or terminate the Plan subject to the provisions set forth by ERISA. If the Company terminates the Plan, accounts will be valued as of the termination date and distributed in a lump sum payment to each participant subject to ERISA and/or other legal requirements that may exist at that time and in compliance with ERISA. Affected plan participants will become 100% vested upon Plan termination.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting - The accompanying financial statements have been prepared using the accrual method of accounting under accounting principles generally accepted in the United States of America (U.S. GAAP).
Investments - Investments are reported at fair value (except for fully benefit responsive contracts which are reported at contract value). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 5 for discussion of fair value measurements.
As required under U.S. GAAP, the Plans investment in a stable value separate account with underlying investments in a fully benefit-responsive investment contract is presented in the statements of net assets available for benefits at contract value. The statement of changes in net assets available for benefits with respect to such contract is also presented on a contract value basis. Contract value represents contributions made, plus earnings, less participant withdrawals and is the relative measurement attributable to a fully benefit-responsive investment contract because contract value is the amount participants would ordinarily receive if they were to initiate permitted transactions under the terms of the Plan.
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.
Notes Receivable from Participants - Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Participants may borrow from their vested accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. The loans are secured by the balance in the participants account. The originating loan interest rate, determined quarterly, is set at 2% above the prime rate, as defined. Principal and interest are paid ratably through monthly payroll deductions.
Payment of Benefits - Benefits are recorded when paid.
Administrative Expenses - Certain administrative costs of the Plan have been absorbed by the Company. In addition, certain investment related administrative expenses are reflected as a reduction in net investment income and are not readily determinable.
Estimates - The preparation of financial statements in conformity with U.S. GAAP requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosure of contingent assets and liabilities. Actual results may differ from those estimates.
New Accounting Pronouncements - In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2018-13, Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement. This update changes the disclosure requirements for fair value measurements by removing, adding, and modifying certain disclosures. ASU 2018-13 is effective for financial statements issued for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted. The Company does not expect this update to have a material impact on the Plans financial statements.
Reclassification Certain 2018 balances have been reclassified to conform to the current year presentation.
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. PARTICIPANT INVESTMENT OPTIONS
The following table presents a description of the investment options and the fair value (or contract value as appropriate) of the investments of each fund option as of December 31:
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2019
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2018
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|
BlackRock Large Cap Blend Index Fund Option - This option invests in the Equity Index Fund F, a collective investment fund offered by BlackRock Institutional Trust Company N.A., that seeks to match the performance of the S&P 500® Index by investing in stocks that make up the index.
|
|
$
|
634,432,471
|
|
$
|
491,767,449
|
|
|
|
|
|
|
|
BlackRock Mid Cap Index Fund Option - This option invests in the Mid Capitalization Equity Index Fund F, a collective investment fund offered by BlackRock Institutional Trust Company N.A., that seeks to match the performance of the S&P 400® Index by investing in stocks that make up the index.
|
|
133,000,220
|
|
104,853,800
|
|
|
|
|
|
|
|
BlackRock Small Cap Index Fund Option - This option invests in the Russell 2000® Index Fund F, a collective investment fund offered by BlackRock Institutional Trust Company N.A., that seeks to match the performance of the Russell 2000® Index by investing in a diversified sample of stocks that make up the index.
|
|
142,186,076
|
|
117,533,796
|
|
|
|
|
|
|
|
BlackRock International Index Fund Option - This option invests in the BlackRock MSCI ACWI ex U.S. Index Fund F, a collective investment fund offered by BlackRock Institutional Trust Company N.A., that seeks to match the performance of the MSCI ACWI ex U.S. Index by investing in stocks that make up the index.
|
|
76,085,763
|
|
60,622,339
|
|
|
|
|
|
|
|
BlackRock U.S. Debt Index Fund Option - This option invests in the U.S. Debt Index Fund F, a collective investment fund offered by BlackRock Institutional Trust Company N.A., that seeks to match the performance of the Barclays Capital Aggregate Bond Index by investing in a diversified sample of the bonds that make up the index.
|
|
65,707,661
|
|
57,592,747
|
|
|
|
|
|
|
|
|
|
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. PARTICIPANT INVESTMENT OPTIONS (continued)
|
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2019
|
|
2018
|
|
BlackRock TIPS Index Fund Option - This option invests in the U.S. Treasury Inflation Protected Securities Fund F, a collective investment fund offered by BlackRock Institutional Trust Company N.A., that seeks to match the performance of the Barclays Capital U.S. TIPS Index by investing in some or all of the bonds that make up the index.
|
|
12,141,134
|
|
9,399,285
|
|
|
|
|
|
|
|
BlackRock Emerging Markets Index Fund Option - This fund invests in the Emerging Markets Index Non-Lendable Fund F, a collective investment fund offered by BlackRock Institutional Trust Company N.A., that seeks to match the performance of the MSCI Emerging Markets Index by investing in stocks that make up the index.
|
|
21,777,971
|
|
16,498,622
|
|
|
|
|
|
|
|
MassMutual Stable Value Separate Account Option - This option is designed to provide a stable rate of return, generated from performance of a Core Bond portfolio, that insulates the fund from daily fluctuations in the bond market. The fixed rate of return resets quarterly.
|
|
364,840,936
|
|
324,611,750
|
|
|
|
|
|
|
|
Target Date Retirement Funds Option - These options invest in a mix of the above underlying funds and are designed for Plan participants expecting to retire around the year indicated in the fund name. The asset allocation strategy of these options generally become increasingly conservative as the target retirement date approaches. The target date options are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Target Retirement Income Fund Option
|
|
32,317,019
|
|
28,413,442
|
|
Target Retirement 2015 Fund Option
|
|
43,078,717
|
|
45,385,806
|
|
Target Retirement 2020 Fund Option
|
|
150,145,161
|
|
135,393,573
|
|
Target Retirement 2025 Fund Option
|
|
229,847,533
|
|
186,022,088
|
|
Target Retirement 2030 Fund Option
|
|
223,127,120
|
|
168,468,082
|
|
Target Retirement 2035 Fund Option
|
|
226,481,201
|
|
166,414,075
|
|
Target Retirement 2040 Fund Option
|
|
167,062,134
|
|
121,130,991
|
|
Target Retirement 2045 Fund Option
|
|
117,118,652
|
|
82,003,587
|
|
Target Retirement 2050 Fund Option
|
|
125,756,928
|
|
84,616,410
|
|
|
|
|
|
|
|
Vanguard Long Term Bond Index Fund Option - This option is a publicly traded mutual fund that seeks to match the performance of the Barclays Capital U.S. Long Government/Credit Float Adjusted Bond Index.
|
|
40,665,768
|
|
24,600,370
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|
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. PARTICIPANT INVESTMENT OPTIONS (continued)
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Fresenius Company Stock Fund Option - This option invests in Fresenius Medical Care AG & Co. KGaA company stock and cash. This option was frozen as of June 15, 2015.
|
|
50,776,742
|
|
51,387,530
|
|
|
|
|
|
|
|
Brokerage Link - This investment option allows participants to establish a plan level brokerage account with Charles Schwab for the opportunity to invest in common stocks, mutual funds, corporate bonds and other securities.
|
|
39,511,540
|
|
30,345,738
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,896,060,747
|
|
$
|
2,307,061,480
|
|
|
|
|
|
|
|
|
|
4. STABLE VALUE SEPARATE ACCOUNT
The Plan provides a stable value separate account option to participants, referred to as the MassMutual Stable Value Separate Account, consisting of an investment in an underlying guaranteed investment contract. This fund option is designed to provide a guaranteed rate of return with crediting interest rates that reset on a quarterly basis. The Plan has entered into a group annuity contract with Massachusetts Mutual Life Insurance Company (MassMutual), whereby deposits made by the Plan to the contract are maintained in an account separate from MassMutuals general investment account thereby insulating the account from liability arising out of other business activities conducted by MassMutual. The separate account invests in a diversified portfolio of fixed income securities, including corporate, mortgage backed, and government and agency bonds and may include derivative instruments. At December 31, 2019, the contract value of the Plans investment in the contract was $619,765,461. At December 31, 2018, the contract value of the Plans investment in the contract was $554,441,322.
The stable value separate account is considered fully benefit-responsive whereby participants are permitted to make withdrawals at contract value for benefit payments, loans or transfers to other investment options.
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. STABLE VALUE SEPARATE ACCOUNT (continued)
If one of the following conditions was present it would limit the Plans ability to conduct transactions at contract value.
1) Complete or partial termination of the Plan as notified by the Contractholder/Plan sponsor,
2) Complete or partial termination of the Separate Account Guaranteed Investment Contract (SAGIC), as notified by the Contractholder/Plan sponsor,
3) Determination by IRS that the Plan no longer meets Code Section 401(a),
4) Breach of the SAGIC Contract by the Contractholder with inability to cure within 15 business days of breach.
5) Market Value Event withdrawals, including but not limited to:
· Plans establishment, activation or material change to a Plan investment fund; change in regulation that will have a material adverse financial effect on MassMutual in the context of the SAGIC Agreement,
· Removal or transfer of a group of employees from the Plan due to layoff, merger, early retirement package, sale or discontinuance of all or any part of the Plan sponsors or Affiliated Employers business, etc.
· Employer directed transfer of assets from the SAGIC to any other fund.
None of the above conditions were present as of the date of these financial statements. The Plan administrator does not believe that any events that would limit the Plans ability to transact at contract value with the Plan participants are probable of occurring.
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
5. FAIR VALUE MEASUREMENTS
Under U.S. GAAP, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy has been established under U.S. GAAP that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
The three levels of the fair value hierarchy are as follows:
Level 1
|
Observable inputs based on unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
|
Level 2
|
Inputs for assets or liabilities, other than quoted prices included in Level 1, which are either directly or indirectly observable as of the measurement date. Inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; and inputs derived principally from or corroborated by observable market data by correlation or other means.
|
Level 3
|
Unobservable inputs where there is little or no market activity for the assets or liabilities. These inputs reflect Plan managements assumptions of the data market participants would use in pricing an asset or liability, based on the best information available in the circumstances.
|
14
Table of Contents
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
5. FAIR VALUE MEASUREMENTS (continued)
Following is a description of the valuation methodologies used for Plan assets measured at fair value at December 31, 2019 and 2018.
Fresenius Medical Care AG & Co. KGaA shares The Plans investment in shares of Fresenius Medical Care AG & Co. KGaA (the parent company of the Plan sponsor), which trade on the New York Stock Exchange in the form of American Depository Receipts (ADRs), is valued at the shares closing price on the last business day of the Plan year.
Mutual Funds - Shares of mutual funds are valued at quoted market prices, which represent the net asset value (NAV) of the shares held by the Plan at year end.
Brokerage Link - Included in the brokerage link account are common stocks and corporate bonds. Common stocks are valued at end of year quoted prices on the market on which the individual securities are traded. Certain corporate bonds are valued at the closing price on the market on which the bonds are traded. Corporate bonds traded in the over-the-counter market are valued at the average of the last reported bid and asked prices.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
15
Table of Contents
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
5. FAIR VALUE MEASUREMENTS (continued)
The following tables set forth by level, within the fair value hierarchy, the Plans investments at fair value as of December 31, 2019 and 2018:
|
|
December 31, 2019
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Mutual Funds
|
|
$
|
40,522,365
|
|
$
|
|
|
$
|
|
|
$
|
40,522,365
|
|
Fresenius Medical
|
|
|
|
|
|
|
|
|
|
Care AG & Co KGaA- Shares
|
|
49,552,039
|
|
|
|
|
|
49,552,039
|
|
Brokerage Link(a)
|
|
39,360,187
|
|
151,353
|
|
|
|
39,511,540
|
|
Total Investments at Fair value
|
|
$
|
129,434,591
|
|
$
|
151,353
|
|
$
|
|
|
129,585,944
|
|
Total Investments at Net Asset Value*
|
|
|
|
|
|
|
|
2,146,709,342
|
|
Total Investments
|
|
|
|
|
|
|
|
$
|
2,276,295,286
|
|
|
|
December 31, 2018
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Mutual Funds
|
|
$
|
26,046,082
|
|
$
|
|
|
$
|
|
|
$
|
26,046,082
|
|
Fresenius Medical
|
|
|
|
|
|
|
|
|
|
Care AG & Co KGaA- Shares
|
|
49,941,817
|
|
|
|
|
|
49,941,817
|
|
Brokerage Link(a)
|
|
30,210,562
|
|
135,176
|
|
|
|
30,345,738
|
|
Total Investments at Fair value
|
|
$
|
106,198,461
|
|
$
|
135,176
|
|
$
|
|
|
106,333,647
|
|
Total Investments at Net Asset Value*
|
|
|
|
|
|
|
|
1,646,286,521
|
|
Total Investments
|
|
|
|
|
|
|
|
$
|
1,752,620,158
|
|
* In accordance with subtopic 820-10, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for benefits.
16
Table of Contents
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
5. FAIR VALUE MEASUREMENTS (continued)
(a) - Investments in brokerage accounts of Plan participants choosing the Brokerage Link investment option. Such investments consist of a variety of classes of common stocks, mutual funds, corporate bonds and other investments as directed by Plan participants.
For the year ended December 31, 2019, there were no transfers among Levels 1, 2 or 3.
The following table for December 31, 2019 and 2018 sets forth a summary of the Plans investments with a reported NAV.
|
|
|
|
|
|
|
|
Other
|
|
Redemption
|
|
|
|
Fair Value
|
|
Fair Value
|
|
Redemption
|
|
Restrictions
|
|
Notice
|
|
Investments
|
|
December 31, 2019*
|
|
December 31, 2018*
|
|
Frequency
|
|
Redemption
|
|
Period
|
|
Equity Index Fund
|
|
$
|
1,043,395,007
|
|
$
|
784,574,009
|
|
Daily
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell 2000 Index Fund
|
|
224,639,751
|
|
172,042,011
|
|
Daily
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid Capitalization Equity Index Fund
|
|
249,213,631
|
|
185,947,746
|
|
Daily
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Debt Index Fund
|
|
215,360,397
|
|
190,945,592
|
|
Daily
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blackrock MSCI ACWI ex-U.S. Index Fund
|
|
301,440,220
|
|
225,937,958
|
|
Daily
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Inflation Protection Securities Fund
|
|
16,641,266
|
|
13,796,603
|
|
Daily
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging Markets Index Non-Lendable Fund
|
|
94,650,966
|
|
73,042,902
|
|
Daily
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Black Rock Short Term Investment Fund
|
|
1,368,104
|
|
|
|
Daily
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,146,709,342
|
|
$
|
1,646,286,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* The fair value of the investments has been estimated using the net asset value of the investment as a practical expedient.
17
Table of Contents
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
6. NOTES RECEIVABLE FROM PARTICIPANTS
Participants may at any time borrow up to 50% (but not more than $50,000) of their vested account balances with a minimum loan amount of $500. Such loans are secured by the participants account balances. The loans bear a reasonable rate of interest ranging from 6.75% to 7.25% per annum as of December 31, 2019 and 2018, and generally must be repaid in equal payments in five years or less. A longer repayment period may be allowed for loans granted to purchase a primary residence. In addition, participants borrow from their vested account balance. Plan participants are a party in interest and these transactions are exempt from the prohibited transaction rules.
7. RELATED PARTY TRANSACTIONS
The Plan invests in collective investment funds offered and managed by BlackRock Institutional Trust Company N.A. (BlackRock). BlackRock charged the Plan investment management fees of $736,272 in 2019, of which $196,804 and $162,069 was payable as of December 31, 2019 and 2018, respectively.
Wells Fargo Institutional Retirement and Trust, the trustee and recordkeeper of the Plan, charged the Plan $1,628,193 in 2019, for recordkeeping services. As of December 31, 2019 and 2018, the Plan had amounts payable for these services of $413,234 and $396,291, respectively.
The Plan invests in the Wells Fargo Money Market Fund. Transactions in such investments are considered party-in-interest transactions as defined by ERISA but are exempt from the prohibited transaction rules.
The Plan invests in shares of Fresenius Medical Care AG & Co. KGaA, the parent company of the Plan Sponsor. Transactions in such investments are considered party-in-interest transactions as defined by ERISA but are exempt from the prohibited transaction rules.
18
Table of Contents
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net addition amounts per the financial statements to Form 5500 for the year ended December 31, 2019.
Net additions per statement of changes in net assets available for benefits per the financial statements
|
|
$
|
601,334,801
|
|
|
|
|
|
Transfers out to other plans per statement of changes in net assets available for benefits per the financial statements.
|
|
1,260,041
|
|
|
|
|
|
Transfers in from other plans per statement of changes in net assets available for benefits per the financial statements
|
|
(70,535,707
|
)
|
|
|
|
|
Net income per Form 5500
|
|
$
|
532,059,135
|
|
19
Table of Contents
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
9. TAX STATUS OF THE PLAN
The Internal Revenue Service, by letter dated April 30, 2015, determined that the Plan constitutes a qualified trust under Section 401(a) of the Internal Revenue Code (the Code) and is, therefore, considered to be exempt from Federal income taxes under the provisions of Section 501(a). The Plan has been amended since receiving the determination letter, however, the Plan administrator and the Plans tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Accordingly, no provision for income taxes has been included in the Plans financial statements.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the tax authorities. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2019, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by the tax authorities; however, there are currently no audits for any tax periods in progress. In addition, there are no tax related interest or penalties for the periods presented in these financial statements.
20
Table of Contents
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
10. RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of collective investment funds, stable value separate account, mutual funds and shares of Fresenius Medical Care AG & Co. KGaA. Additionally, Plan participants can invest in a wide array of securities through a plan level brokerage account. Such investments are exposed to various risks, such as interest rate, market, and credit risks. Due to such risks, it is at least reasonably possible that changes in market values, interest rates or other factors in the near term would materially affect participants account balances and the amounts reported in the statements of net assets available for benefits.
11. TRANSFERS FROM/TO OTHER PLANS
In March 2019, the assets of the FMC Practice Services Plan, were merged into the Plan. The assets transferred into the Plan pursuant to the merger totaled $131,246.
In April 2019, the assets of the NxStage Medical, Inc. 401(k) Retirement Savings Plan, were merged into the Plan. The assets transferred into the Plan pursuant to the merger totaled $70,404,461.
Total transfers above amounted to $70,535,707 which are reflected as transfers on the statement of changes in net assets.
In January 2019, the assets of the Pacific Cardiovascular Associates 401(k) Plan were transferred out of the Plan. The total amount of $1,260,041 is reflected as transfers on the statement of changes in net assets.
21
Table of Contents
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
12. SUBSEQUENT EVENTS
The Company has evaluated subsequent events occurring from the date of the financial statements through June 26, 2020 the date that these financial statements were available to be issued.
There were no subsequent events which require an adjustment to or disclosure in these financial statements other than the Wells Fargo agreement with Principal Financial Group as described in Note 1.
Management is currently evaluating the recent introduction of the COVID-19 virus and its impact on the Plan and has concluded that while it is reasonably possible that the virus could have a negative effect on the fair value of the Plans investments, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
22
Table of Contents
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
I.D. NO. - 04-2835488
PLAN NO. - 002
FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
DECEMBER 31, 2019
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(a)
|
|
Identity of Issuer
|
|
Description
|
|
Cost
|
|
Current Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collective Investment Funds -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
BlackRock Institutional Trust Company N.A.:
|
|
|
|
|
|
|
|
|
|
|
|
Equity Index Fund F
|
|
16,600,782
|
|
Units
|
|
**
|
|
$
|
1,043,395,007
|
|
|
|
Russell 2000 Index Fund F
|
|
4,321,888
|
|
Units
|
|
**
|
|
224,639,751
|
|
|
|
Mid Capitalization Equity Index Fund F
|
|
2,508,198
|
|
Units
|
|
**
|
|
249,213,631
|
|
|
|
U.S. Debt Index Fund F
|
|
6,350,868
|
|
Units
|
|
**
|
|
215,360,397
|
|
|
|
BlackRock MSCI ACWI ex - U.S. Index Fund F
|
|
10,593,631
|
|
Units
|
|
**
|
|
301,440,220
|
|
|
|
U.S. Treasury Inflation Protected Securities Fund F
|
|
750,882
|
|
Units
|
|
**
|
|
16,641,266
|
|
|
|
Emerging Markets Index Non-Lendable Fund F
|
|
3,887,540
|
|
Units
|
|
**
|
|
94,650,966
|
|
|
|
Short Term Investment Fund
|
|
1,368,104
|
|
Units
|
|
|
|
1,368,104
|
|
|
|
|
|
|
|
|
|
|
|
2,146,709,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Fresenius Medical Care AG & Co. KGaA
|
|
1,345,426
|
|
Shares (ADRs)
|
|
**
|
|
49,552,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds -
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Long Term Bond Index Fund
|
|
1,759,730
|
|
Shares
|
|
**
|
|
39,297,663
|
|
*
|
|
Wells Fargo Money Market Fund
|
|
1,224,702
|
|
Shares
|
|
**
|
|
1,224,702
|
|
|
|
|
|
|
|
|
|
|
|
40,522,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MassMutual Stable Value Separate Account
|
|
Group annuity contract
|
|
**
|
|
619,765,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage Link
|
|
Brokerage accounts
|
|
**
|
|
39,511,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Notes Receivable from Participants
|
|
Interest range of 6.75%-7.25%
|
|
|
|
93,092,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
$
|
2,989,153,221
|
|
* - denotes a party-in-interest as defined by ERISA
** - participant directed
SEE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
23
Table of Contents
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Fresenius Medical Care North America
|
|
401(k) Savings Plan
|
|
|
|
Date
|
June 26, 2020
|
|
By:
|
/s/ Mark Fawcett
|
|
|
Mark Fawcett, Trustee
|
|
|
|
|
|
24
Table of Contents
EXHIBIT INDEX
Exhibit No.
|
|
Description of Exhibit
|
|
Internal Page No.
|
|
Sequential Page No.
|
23.1
|
|
Consent of WithumSmith+Brown, PC
|
|
26
|
|
29
|
25
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