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, 2023
OR
| ¨ | 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
Else-Kröner Straße 1
61352 Bad Homburg, v.d. H. Germany
fresenius
medical care north america 401(k)
savings plan
_______
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2023 and 2022
| FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN |
| FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE |
| 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 schedule have been prepared in accordance with the financial reporting requirements of ERISA.
The following financial statements and schedule are filed as a part of this Annual Report on Form 11-K:
| INDEX | |
| Page | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1-2 |
| FINANCIAL STATEMENTS: | |
| Statements of Net Assets Available for Benefits as of December 31, 2023 and 2022 | 3 |
| Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2023 | 4 |
| Notes to Financial Statements | 5-20 |
| SUPPLEMENTAL SCHEDULE*: | |
| Schedule of Assets (Held at End of Year) as of December 31, 2023 | 21 |
| SIGNATURES: | |
| Signatures | 22 |
| CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
| Exhibit Index | 23 |
| Exhibit 23.1 - Consent of WithumSmith+Brown, PC | 24 |
*- 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.
Report of Independent Registered Public Accounting Firm
To Participants and the Administrative Committee of
Fresenius Medical Care North America 401(k) Savings Plan:
Opinion on 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, 2023 and 2022, the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes and schedule (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, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s 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 the purposes of expressing an opinion on the effectiveness of the Plan’s 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.
1
Supplemental Information
The supplemental information in the accompanying Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2023 has been subjected to audit procedures performed in conjunction with the audit of Fresenius Medical Care North America 401(k) Savings Plan’s financial statements. The supplemental information is the responsibility of the Plan’s 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Withum Smith + Brown, PC
We have served as the Fresenius Medical Care North America 401(k) Savings Plan’s auditor since 1999.
East Brunswick, New Jersey
June 28, 2024
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2023 AND 2022
| 2023 | 2022 | |||||||
| ASSETS: | ||||||||
| Investments, at fair value | $ | 2,796,774,900 | $ | 2,338,299,565 | ||||
| Stable value investment at contract value | 969,588,557 | 999,535,870 | ||||||
| Contributions receivable - employer | 77,539,988 | 80,521,719 | ||||||
| Contributions receivable - participant | - | 8,459,517 | ||||||
| Notes receivable from participants | 124,546,030 | 121,066,351 | ||||||
| Receivable for securities sold | 105,021 | - | ||||||
| Total assets | 3,968,554,496 | 3,547,883,022 | ||||||
| LIABILITIES: | ||||||||
| Payable for securities purchased | 843,377 | 129,821 | ||||||
| Accrued administrative expenses | 753,330 | 568,861 | ||||||
| Total liabilities | 1,596,707 | 698,682 | ||||||
| NET ASSETS AVAILABLE FOR BENEFITS | $ | 3,966,957,789 | $ | 3,547,184,340 | ||||
See accompanying notes to financial statements.
3
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2023
| ADDITIONS: | ||||
| Participant contributions - | ||||
| Salary deferrals | $ | 258,670,825 | ||
| Rollovers | 25,420,447 | |||
| Employer contributions - | ||||
| Matching | 77,141,090 | |||
| Defined contribution | 392,393 | |||
| Interest income on notes receivable from participants | 8,542,122 | |||
| Dividend and interest income | 34,402,822 | |||
| Net appreciation in value of investments | 455,955,041 | |||
| Total additions | 860,524,740 | |||
| DEDUCTIONS: | ||||
| Benefits paid to participants | 418,178,495 | |||
| Administrative expenses | 2,573,569 | |||
| Total deductions | 420,752,064 | |||
| NET ADDITIONS BEFORE TRANSFERS | 439,772,676 | |||
| TRANSFERS OUT TO OTHER PLAN | (20,429,358 | ) | ||
| TRANSFERS IN FROM OTHER PLAN | 430,131 | |||
| NET ADDITIONS | 419,773,449 | |||
| NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR | 3,547,184,340 | |||
| NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR | $ | 3,966,957,789 | ||
See accompanying notes to financial statements.
4
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, a German stock corporation (“Fresenius Medical Care AG”), formerly called 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 NMC’s Board of Directors. Delaware Charter Guarantee & Trust Company dba Principal Trust Company and Principal Life Insurance Company were the trustee and recordkeeper, respectively, of the Plan until January 3, 2023. Each of these companies were wholly owned subsidiaries of Principal Financial Group (“Principal”). Effective January 3, 2023, Fidelity Management Trust Company (“Fidelity”) became the trustee and recordkeeper of the Plan.
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 Plan’s provisions.
General - The Plan is a defined contribution plan covering substantially all employees of the Company who have fulfilled the eligibility requirements outlined in the Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“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 service. One year of eligible service is earned by completing at least 900 hours of service.
5
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN (continued)
Participant Accounts - Each participant’s account is credited or charged with contributions, investment income or loss, and administrative expenses. Investment income or loss, including realized and unrealized gains and losses, and expenses are allocated to participants’ accounts based on each participant’s account balance within each fund. Participants determine the percentage in which contributions are to be invested in each fund. Participants may change their investment options as set forth in the plan document. The benefit to which a participant is entitled is equal to the value of the participant's vested interest in their account.
Participant and Company Contributions - Each participant may contribute from 1% to 75% of his or her eligible earnings on a pre-tax basis or Roth basis, subject to Internal Revenue Code (“IRC”) limitations. Participating employees age 50 and above may elect to make “catch-up” contributions subject to IRC limitations. The maximum additional “Catch Up” contribution was $7,500 for 2023. Participants may also contribute funds from another qualified plan (“rollover contributions”), subject to certain requirements.
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 as of the first day of the calendar month and must be an eligible employee on the last day of the Plan year. Company matching contributions are funded on an annual basis.
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 2023.
6
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN (continued)
Forfeitures and Uncashed Account Checks - At December 31, 2023 and 2022, forfeited account balances and uncashed account checks totaled $5,497,822 and $5,116,251, respectively. Forfeitures are used to reduce Company contributions and/or offset administrative expenses in the Plan. In January 2024, the Company used $2,468,423 of the forfeiture account balance to reduce Company matching contributions for 2023 that were funded in 2024. In January 2023, the Company used $1,850,000 of the forfeiture account balance to reduce Company matching contributions in 2022 that were funded in 2023.
Unallocated Assets - The Plan holds assets in a revenue credit account which receives deposits as a result of a revenue sharing agreement with Fidelity Management Trust Company. During 2023, deposits to the account totaled $1,808,891, which is included in net appreciation in value of investments on the statement of changes in net assets available for benefits. Funds in the account are used to pay ERISA-qualified expenses and/or allocated to participant accounts. During 2023, $996,644 was used to pay plan expenses. Unallocated assets were $4,305,925 and $3,369,338 at December 31, 2023 and 2022, respectively.
Defined Contribution - The Company may elect to make 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 participant’s 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. The amount of the defined contribution for the year ended December 31, 2023, is presented on the accompanying statement of changes in net assets available for benefits.
7
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN (continued)
Vesting - Participants are fully vested in that portion of their account which represents their contributions and the income earned thereon, Company profit sharing contributions, and defined contributions. Participants become 100% vested in the Company’s contributions and earnings thereon upon death, total and permanent disability, or attainment of normal retirement age. 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. Otherwise, a participant’s interest in the Company’s matching contributions and earnings thereon vests according to the following schedule:
| Period of Service | Percentage Vested |
| Less than 1 year | 0% |
| 1 but less than 2 years | 20% |
| 2 but less than 3 years | 40% |
| 3 but less than 4 years | 60% |
| 4 but less than 5 years | 80% |
| 5 years or more | 100% |
Distributions - At termination of employment or the date of disability, 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 73. In certain instances, prior to termination, participants who suffer 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 upon attainment of age 59 ½. In the event of a participant's death, the participant's vested account balance shall be distributed as soon as practicable thereafter to his or her beneficiary.
Plan Termination - Although the Plan was established with the intention that it will continue indefinitely, the Company retains the right to discontinue its contributions at any time or to terminate the Plan, subject to the provisions of ERISA. In the event of plan termination, all participants will become 100% vested in their accounts.
8
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 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 on the measurement date. See Note 5 for discussion of fair value measurements.
As required under U.S. GAAP, the Plan’s 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.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
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 $500 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 participant’s account. Loans must bear a reasonable rate of interest. All loans must be repaid within five years unless the proceeds are used to acquire a principal residence, in which case a longer repayment period is allowed. No more than two loans may be outstanding at any time. No allowance for credit losses has been recorded as of December 31, 2023 and December 31, 2022. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.
Payment of Benefits - Benefits are recorded when paid.
9
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 appreciation (depreciation) in value of investments 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.
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:
| 2023 | 2022 | |||||||
| 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. | $ | 755,422,355 | $ | 637,934,090 | ||||
| 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. | 156,512,720 | 144,447,890 | ||||||
| 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. | 141,091,942 | 130,620,342 | ||||||
| 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. | 79,584,431 | 70,457,937 | ||||||
| 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. | 51,386,619 | 51,494,562 | ||||||
10
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. PARTICIPANT INVESTMENT OPTIONS (continued)
| 2023 | 2022 | |||||||
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. | 17,214,504 | 18,518,633 | ||||||
| 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. | 23,704,285 | 22,961,431 | ||||||
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. | 481,663,282 | 512,383,693 | ||||||
| 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 | 157,058,953 | 175,909,312 | ||||||
| Target Retirement 2025 Fund Option | 266,141,849 | 253,225,773 | ||||||
| Target Retirement 2030 Fund Option | 338,112,100 | 290,440,029 | ||||||
| Target Retirement 2035 Fund Option | 363,732,055 | 299,956,497 | ||||||
| Target Retirement 2040 Fund Option | 285,786,375 | 228,302,215 | ||||||
| Target Retirement 2045 Fund Option | 213,917,305 | 168,606,926 | ||||||
| Target Retirement 2050 Fund Option | 268,602,451 | 208,834,687 | ||||||
| Target Retirement 2055 Fund Option | 22,202,574 | 11,001,244 | ||||||
| Target Retirement 2060 Fund Option | 13,306,938 | 5,523,503 | ||||||
| Target Retirement 2065 Fund Option | 6,455,738 | 3,234,996 | ||||||
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FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. PARTICIPANT INVESTMENT OPTIONS (continued)
| 2023 | 2022 | |||||||
| 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. | 33,912,197 | 34,659,804 | ||||||
| Fresenius Company Stock Fund Option - This option invests in Fresenius Medical Care AG company stock and cash. This option was frozen as of June 15, 2015, except for reinvestment of dividends on Fresenius Medical Care AG shares. | 16,910,127 | 15,662,909 | ||||||
| Brokerage Link - This investment option allows participants to establish a plan level brokerage account with Fidelity (2023) and Charles Schwab (2022) for the opportunity to invest in common stocks, mutual funds, corporate bonds and other securities. | 59,295,880 | 42,043,361 | ||||||
| Interest-Bearing Cash - This option automatically sweeps uninvested cash into a deposit account where it earns interest. | 14,348,777 | 11,615,601 | ||||||
| Total | $ | 3,766,363,457 | $ | 3,337,835,435 | ||||
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 investment option is designed to provide a guaranteed rate of return with crediting interest rates that reset on a quarterly basis. The crediting interest rates were 3.79% and 3.13% at December 31, 2023 and 2022, respectively. 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 MassMutual’s 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, 2023, the contract value of the Plan’s investment in the contract was $969,588,557. At December 31, 2022, the contract value of the Plan’s investment in the contract was $999,535,870.
12
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. STABLE VALUE SEPARATE ACCOUNT (continued)
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.
If one of the following conditions was present it would limit the Plan’s 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: |
| · | Plan’s 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 sponsor’s or Affiliated Employer’s business, etc. |
| · | Employer directed transfer of assets from the SAGIC to any other fund. |
None of the above conditions were present as of December 31, 2023.
The Plan administrator does not believe that any events that would limit the Plan’s ability to transact at contract value with the Plan participants are probable of occurring.
13
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 management’s assumptions of the data market participants would use in pricing an asset or liability, based on the best information available in the circumstances. |
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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, 2023 and 2022.
Fresenius Medical Care AG shares - The Plan’s investment in shares of Fresenius Medical Care AG (the parent company of the Plan sponsor), which trade on the New York Stock Exchange in the form of American Depository Receipts (ADRs), with each ADR representing one-half of a German share, is valued at the ADR’s 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 primarily common stocks, mutual funds, and corporate bonds. Common stocks are valued at end of year using 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.
Interest-bearing Cash – This investment is valued at historical cost, which approximates fair value.
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
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 Plan’s investments at fair value as of December 31, 2023 and 2022:
| December 31, 2023 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Mutual Fund | $ | 33,912,197 | $ | - | $ | - | $ | 33,912,197 | ||||||||
| Fresenius Medical | ||||||||||||||||
| Care AG - Shares | 16,910,127 | - | - | 16,910,127 | ||||||||||||
| Brokerage Link(a) | 58,297,896 | 997,984 | - | 59,295,880 | ||||||||||||
| Interest – bearing Cash | 14,348,777 | - | - | 14,348,777 | ||||||||||||
| Total Investments at Fair value | $ | 123,468,997 | $ | 997,984 | $ | - | 124,466,981 | |||||||||
| Total Investments at Net Asset Value* | 2,672,307,919 | |||||||||||||||
| Total Investments | $ | 2,796,774,900 | ||||||||||||||
| December 31, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Mutual Funds | $ | 33,958,543 | $ | - | $ | - | $ | 33,958,543 | ||||||||
| Fresenius Medical | ||||||||||||||||
| Care AG - Shares | 15,226,809 | - | - | 15,226,809 | ||||||||||||
| Brokerage Link(a) | 41,714,750 | 328,611 | - | 42,043,361 | ||||||||||||
| Interest – bearing Cash | 11,615,601 | - | - | 11,615,601 | ||||||||||||
| Total Investments at Fair value | $ | 102,515,703 | $ | 328,611 | $ | - | 102,844,314 | |||||||||
| Total Investments at Net Asset Value* | 2,235,455,251 | |||||||||||||||
| Total Investments | $ | 2,338,299,565 | ||||||||||||||
* 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
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, 2023, there were no transfers among Levels 1, 2 or 3.
The following table for December 31, 2023 and 2022 sets forth a summary of the Plan’s investments with a reported NAV.
| Other | Redemption | |||||||||||||||||||
| Fair Value | Fair Value | Redemption | Redemption | Notice | ||||||||||||||||
| Investments | December 31, 2023* | December 31, 2022* | Frequency | Restrictions | Period | |||||||||||||||
| Equity Index Fund | $ | 1,302,698,374 | $ | 1,075,526,980 | Daily | None | None | |||||||||||||
| Russell 2000 Index Fund | 264,415,254 | 212,544,200 | Daily | None | None | |||||||||||||||
| Mid Capitalization Equity Index Fund | 310,992,951 | 262,141,787 | Daily | None | None | |||||||||||||||
| U.S. Debt Index Fund | 245,207,884 | 235,771,442 | Daily | None | None | |||||||||||||||
| Blackrock MSCI ACWI EX U.S. Index Fund | 403,492,159 | 323,529,873 | Daily | None | None | |||||||||||||||
| U.S. Treasury Inflation Protection Securities Fund | 34,689,646 | 34,052,315 | Daily | None | None | |||||||||||||||
| Emerging Markets Index Non-Lendable Fund | 110,811,651 | 90,751,293 | Daily | None | None | |||||||||||||||
| Black Rock Short Term Investment Fund | - | 1,137,361 | Daily | None | None | |||||||||||||||
| Total | $ | 2,672,307,919 | $ | 2,235,455,251 | ||||||||||||||||
* The fair value of the investments has been estimated using the net asset value of the investment as a practical expedient.
17
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 4.25% to 10.75% per annum as of December 31, 2023, and 2022 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 AND PARTY IN INTEREST TRANSACTIONS
The Plan invests in collective investment funds offered and managed by BlackRock Institutional Trust Company N.A. (“BlackRock”). Blackrock is a custodian of certain of the Plan’s investments and, therefore, these transactions qualify as party in interest transactions. Blackrock charged the Plan investment management fees of $570,665 for the year ended December 31, 2023, of which $147,499 and $133,331 was payable as of December 31, 2023 and 2022, respectively, and is included in accrued expenses on the accompanying statements of net assets available for benefits.
Fidelity and Principal charged the Plan $1,763,739 for the year ended December 31, 2023, for recordkeeping services. As of December 31, 2023 and 2022, the Plan had amounts payable for these services of $605,831 and $435,530, respectively.
The Plan invests in shares of Fresenius Medical Care AG, 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
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
8. 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 Plan's 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 Plan’s 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, 2023 and 2022, 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.
9. 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 (see note 3), the parent company of the Plan Sponsor. 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.
10. TRANSFERS FROM/TO OTHER PLANS
Account balances of $20,429,358 were transferred out of the Plan and into the Interwell Health 401(k) Plan in March 2023 and July 2023.
Account balances of $430,031 were transferred into the Plan from the FMC Practice Services, LLC 401(k) Savings Plan in October 2023.
19
FRESENIUS MEDICAL CARE NORTH AMERICA 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
11. SUBSEQUENT EVENTS
The Company and the Plan have performed an evaluation of events subsequent to December 31, 2023 and determined that no significant subsequent events have occurred requiring adjustments to the financial statements or disclosures.
20
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, 2023
| (a) | (b) | (c) | (d) | (e) | |||||||||||
| Identity of Issuer | Description | Cost | Current Value | ||||||||||||
| Collective Investment Funds - | |||||||||||||||
| * | BlackRock Institutional Trust Company N.A.: | ||||||||||||||
| Equity Index Fund F | 13,132,986 | Units | ** | $ | 1,302,698,374 | ||||||||||
| Russell 2000 Index Fund F | 3,953,400 | Units | ** | 264,415,254 | |||||||||||
| Mid Capitalization Equity Index Fund F | 2,179,228 | Units | ** | 310,992,951 | |||||||||||
| U.S. Debt Index Fund F | 7,438,251 | Units | ** | 245,207,884 | |||||||||||
| BlackRock MSCI ACWI ex - U.S. Index Fund F | 12,125,074 | Units | ** | 403,492,159 | |||||||||||
| U.S. Treasury Inflation Protected Securities Fund F | 1,449,745 | Units | ** | 34,689,646 | |||||||||||
| Emerging Markets Index Non-Lendable Fund F | 8,819,845 | Units | ** | 110,811,651 | |||||||||||
| 2,672,307,919 | |||||||||||||||
| * | Fresenius Medical Care AG | 811,816 | Shares (ADRs) | ** | 16,910,127 | ||||||||||
| Mutual Fund - | |||||||||||||||
| Vanguard Long Term Bond Index Fund | 454,709 | Shares | ** | 33,912,197 | |||||||||||
| Interest-Bearing Cash | 14,348,777 | Units | 14,348,777 | ||||||||||||
| MassMutual Stable Value Separate Account | Group annuity contract | ** | 969,588,557 | ||||||||||||
| Brokerage Link | Brokerage accounts | ** | 59,295,880 | ||||||||||||
| * | Notes Receivable from Participants | Interest range of 4.25%-10.75% | - | 124,546,030 | |||||||||||
| Total | $ | 3,890,909,487 | |||||||||||||
| * | - | denotes a party-in-interest as defined by ERISA |
| ** | - | participant directed |
| SEE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | ||
21
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 28, 2024 | By: | /s/ Karen P. Kennedy | ||
| Karen P. Kennedy | |||||
| Member of the Administrative Committee | |||||
22
| Exhibit No. | Description of Exhibit | Internal Page No. | Sequential Page No. | |||
| 23.1 | Consent of WithumSmith+Brown, PC | 24 | 27 |
23
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement No. 333-8686 on Form S-8 of our report dated June 28, 2024, with respect to the statements of net assets available for benefits of the Fresenius Medical Care North America 401(k) Savings Plan as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes, and the supplemental schedule, Form 5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2023, which report appears in the December 31, 2023 annual report for Form 11-K of the Fresenius Medical Care North America 401(K) Savings Plan.
/s/ Withum Smith + Brown, PC
East Brunswick, New Jersey
June 28, 2024
24