##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
      FORM 20-F
  (Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
    OR(g) OF THE SECURITIES EXCHANGE ACT OF 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          toORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report  Commission file number
    001-32749
      FRESENIUS MEDICAL CARE
    AG & Co. KGaA
 (Exact name of Registrant as
    specified in its charter)
  FRESENIUS MEDICAL CARE
    AG & Co. KGaA
 (Translation of Registrants
    name into English)
  Germany
 (Jurisdiction of incorporation or
    organization)
      Else-Kröner Strasse 1,
    61352 Bad Homburg, Germany
 (Address of principal executive
    offices)
   Josef Dinger, +496172 609 2522,
    Josef.Dinger@FMC-AG.com,
 Else-Kröner Strasse 1,
    61352 Bad Homburg, Germany
 (Name, Telephone,
    E-mail
    and/or Facsimile number and Address of Company Contact Person)
 Securities
    registered or to be registered pursuant to Section 12(b) of
    the Act:
  Title of each class

Name of each exchange on which registeredAmerican Depositary Shares representing Preference Shares

New York Stock ExchangePreference Shares, no par value

New York Stock
    Exchange(1)American Depositary Shares representing Ordinary Shares

New York Stock ExchangeOrdinary Shares, no par value

New York Stock
    Exchange(1)   (1)
    Not for trading, but only in connection with the registration of
    American Depositary Shares representing such shares.  Securities registered or to be registered pursuant to
    Section 12(g) of the Act:
  Securities for which there is a reporting obligation pursuant
    to Section 15(d) of the Act:
 77/8%
    USD Trust Preferred Securities due 2011
 73/8%
    Euro Trust Preferred Securities due 2011
 67/8% Senior
    Notes due 2017
      Yes þ          No o
   Yes o          No þ
     Yes þ          No o
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o     þ
  o
  o
    o
  o
  Rule 12b-2
 Yes o          No þ




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##### 





TABLE OF
    CONTENTS
  
  PageINTRODUCTIONPART IItem 1.



N/A


Identity of Directors, Senior Management and
    Advisors


3Item 2.



N/A


Other Statistics and Expected Timetable


3Item 3.






Key Information


3Item 4.






Information on the Company


10Item 4A.



N/A


Unresolved Staff Comments


43Item 5.






Operating and Financial Review and Prospects


43Item 6.






Directors, Senior Management and Employees


62Item 7.






Major Shareholders and Related Party
    Transactions


75Item 8.






Financial Information


79Item 9.






The Offer and Listing Details


80Item 10.






Additional Information


82Item 11.






Quantitative and Qualitative Disclosures About
    Market Risk


95Item 12.



N/A


Description of Securities other than Equity
    Securities


99PART IIItem 13.



N/A


Defaults, Dividend Arrearages and
    Delinquencies


99Item 14.






Material Modifications to the Rights of Security
    Holders and Use of Proceeds


99Item 15A.






Disclosure Controls and Procedures


99Item 15B.






Managements annual report on internal
    control over financial reporting


99Item 15C.






Attestation report of the registered public
    accounting firm


100Item 16A.






Audit Committee Financial Expert


100Item 16B.






Code of Ethics


100Item 16C.






Principal Accountant Fees and Services


100Item 16D.



N/A


Exemptions from the Listing Standards for Audit
    Committees


101Item 16E.






Purchase of Equity Securities by the Issuer and
    Affiliated Purchaser


101Item 16G.






Corporate Governance


101PART IIIItem 17.



N/A


Financial Statements


107Item 18.






Financial Statements


107Item 19.






Exhibits


108N/A means: Not applicableExhibit 2.18Exhibit 2.19Exhibit 2.24Exhibit 2.25Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 14.1   i




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INTRODUCTION  Certain
    Defined Terms
    Forward
    Looking Statements
      
    changes in governmental and commercial insurer reimbursement for
    our products and services;
    reductions in erythropoietin, or EPO, utilization or EPO
    reimbursement;
    dependence on government reimbursements for dialysis services;
    the outcome of ongoing government investigations;
    the influence of private insurers and managed care organizations
    and health care reforms;
    product liability risks;
    the outcome of ongoing patent litigation;
    risks relating to the integration of acquisitions and our
    dependence on additional acquisitions;
    the impact of currency fluctuations;
    changes in the cost of pharmaceuticals and utilization patterns;
    introduction of generic or new pharmaceuticals that compete with
    our pharmaceutical products;
    changes in raw material and energy costs; and
    other statements of our expectations, beliefs, future plans and
    strategies, anticipated development and other matters that are
    not historical facts. 1




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country-by-country
   2




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PART I  Item 1.
    Identity
    of Directors, Senior Management and Advisors    Item 2.
    Other
    Statistics and Expected Timetable    Item 3.
    Key
    Information  Selected
    Financial Data
    2008


2007


2006


2005


2004(In millions except share and per share amounts)Statement of Operations Data:Net revenues

$
10,612


$
9,720


$
8,499


$
6,772


$
6,228Cost of revenues


6,983



6,364



5,621



4,564



4,266Gross profit


3,629



3,356



2,878



2,208



1,962Selling, general and administrative


1,877



1,709



1,549



1,218



1,059Gain on sale of dialysis clinics










(40
)






Research and development


80



67



51



51



51Operating income


1,672



1,580



1,318



939



852Interest expense, net


336



371



351



173



183Income before income taxes


1,336



1,209



967



766



669Net income

$
818


$
717


$
537


$
455


$
402Weighted average ordinary shares outstanding


293,233,477



291,929,141



290,621,904



210,000,000



210,000,000Basic earnings per Ordinary share and Ordinary ADS

$
2.75


$
2.43


$
1.82


$
1.56


$
1.39Fully diluted earnings per Ordinary share and Ordinary ADS


2.75



2.42



1.81



1.55



1.38Basic earnings per Preference share and Preference ADS


2.78



2.45



1.85



1.58



1.41Fully diluted earnings per Preference share and Preference ADS


2.78



2.44



1.84



1.57



1.40Dividends declared and paid per Ordinary share
    ()(a)


0.54



0.47



0.41



0.37



0.34Dividends declared and paid per Preference share
    ()(a)


0.56



0.49



0.43



0.39



0.36Dividends declared and paid per Ordinary share
    ($)(a)


0.85



0.64



0.52



0.47



0.42Dividends declared and paid per Preference share
    ($)(a)


0.88



0.67



0.55



0.49



0.44Balance Sheet Data at December 31:Working capital

$
1,068


$
833


$
1,036


$
883


$
508Total assets


14,920



14,170



13,045



7,983



7,962Total long-term debt (excluding current portion)


4,598



4,668



5,083



1,895



1,824Shareholders equity


5,962



5,575



4,870



3,974



3,635Capital Stock  Preference shares  Nominal
    Value


4



4



4



91



85Capital Stock  Ordinary shares  Nominal
    Value


363



361



360



271



271     (a)
    Amounts shown for each year from 2008 to 2004 represent
    dividends paid in each such year with respect to our operations
    in the year preceding payment. Our general partners
    Management Board has proposed dividends with respect to our
    operations in 2008 of 0.58 per Ordinary share and
    0.60.per Preference share. These dividends are subject to
    approval by our shareholders at our Annual General Meeting to be
    held on May 7, 2009.  RISK
    FACTORS
   3




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Risks
    Relating to Litigation and Regulatory Matters.
  A
    change in U.S. government reimbursement for dialysis care could
    materially decrease our revenues and operating
    profit.
    A
    reduction in reimbursement for or a change in the utilization of
    EPO could materially reduce our revenue and Operating profit. An
    interruption of supply or our inability to obtain satisfactory
    terms for EPO could reduce our revenues.
  ® ®
  If we
    do not comply with the many governmental regulations applicable
    to our business, we could be excluded from government health
    care reimbursement programs or our authority to conduct business
    could be terminated, either of which would result in a material
    decrease in our revenue.
    
    the quality, safety and efficacy of medical and pharmaceutical
    products and supplies;
    the operation of manufacturing facilities, laboratories and
    dialysis clinics;
    accurate reporting and billing for government and third-party
    reimbursement; and
    compensation of medical directors and other financial
    arrangements with physicians and other referral sources.     4




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If our
    joint ventures violate the law, our business could be adversely
    affected.
    Proposals
    for health care reform could decrease our revenues and operating
    profit.
   5




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Risks
    Relating to our Business
  A
    significant portion of our North American profits are dependent
    on the services we provide to a minority of our patients who are
    covered by private insurance.
      
    a portion of our business that is currently reimbursed by
    private insurers or hospitals may become reimbursed by managed
    care organizations, which generally have lower rates for our
    services; or
    a portion of our business that is currently reimbursed by
    private insurers at rates based on our billed charges may become
    reimbursed under a contract at lower rates.  We are
    exposed to product liability, patent infringement and other
    claims which could result in significant costs and liability
    which we may not be able to insure on acceptable terms in the
    future.
        Our
    growth depends, in part, on our ability to continue to make
    acquisitions.
   6




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We
    face specific risks from international operations.
    
    the economic situation in developing countries could deteriorate;
    fluctuations in exchange rates could adversely affect
    profitability;
    we could face difficulties in enforcing and collecting accounts
    receivable under some countries legal systems;
    local regulations could restrict our ability to obtain a direct
    ownership interest in dialysis clinics or other operations;
    political and economic instability, especially in developing and
    newly industrializing countries, could disrupt our operations;
    some customers and governments could have longer payment cycles,
    with resulting adverse effects on our cash flow;
    some countries could impose additional taxes or restrict the
    import of our products; and
    failure to receive or the loss of required licenses,
    certifications or other regulatory approvals for operation of
    dialysis clinics or sale of equipment, products, or services.    If
    physicians and other referral sources cease referring patients
    to our dialysis clinics or cease purchasing or prescribing our
    dialysis products, our revenues would decrease.
   7




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Our
    pharmaceutical product business could lose sales to generic drug
    manufacturers or new branded drugs.
    Our
    competitors could develop superior technology or otherwise
    impact our product sales.
    Global
    Economic Conditions May Have an Adverse Effect on Our
    Businesses.
    If we
    are unable to attract and retain skilled medical, technical and
    engineering personnel, we may be unable to manage our growth or
    continue our technological development.
      Diverging
    views of financial authorities could require us to make
    additional tax payments.
   8




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Risks
    Relating to our Securities
  The
    public market for our preference shares and our preference share
    ADSs is limited and highly illiquid. The delisting of our
    preference share ADSs by the New York Stock Exchange would
    further reduce the U.S. market for our preference
    shares.
    Our
    substantial indebtedness may limit our ability to pay dividends
    or implement certain elements of our business
    strategy.
        Fresenius
    SE owns 100% of the shares in the general partner of our Company
    and is able to exercise management control of FMC-AG &
    Co. KGaA.
   9




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Because
    we are not organized under U.S. law, we are subject to certain
    less detailed disclosure requirements under U.S. federal
    securities laws.
      Item 4.
    Information
    on the Company  A.
    History
    and Development of the Company  General
  Kommanditgesellschaft Aktien Aktiengesellschaft
  Sitz
  History
  Gesellschaft mit beschränkter
    Haftung Aktiengesellschaft
    
    all of the outstanding common stock of W.R. Grace &
    Co., whose sole business at the time of the transaction
    consisted of National Medical Care, Inc., its global dialysis
    business, in exchange for 94,080,000 Ordinary shares; and
    the publicly-held minority interest in Fresenius USA, Inc., in
    exchange for 10,290,000 Ordinary shares.   10




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Aktiengesellschaft Kommanditgesellschaft auf Aktien
        Capital
    Expenditures
    Actual2008


2007


2006(in millions)Capital expenditures for property, plant and equipmentNorth America

$
385


$
334


$
306International


302



239



157Total Capital Expenditures

$
687


$
573


$
463AcquisitionsNorth America

$
135


$
63


$
4,295International


82



92



25Corporate


107



204



Total Acquisitions

$
324


$
359


$
4,320      11




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B.
    Business
    Overview  Our
    Business
        2008


2007


2006(in millions)North AmericaDialysis Care

$
6,247


$
6,002


$
5,464Dialysis Products


758



661



5617,005



6,663



6,025InternationalDialysis Care


1,490



1,211



913Dialysis Products


2,117



1,846



1,5613,607



3,057



2,474   Renal
    Industry Overview
       12




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End-Stage
    Renal Disease
                
    increased general life expectancy and the overall aging of the
    general U.S. and European population;
    shortage of donor organs for kidney transplants;
    improved dialysis technology that makes life-prolonging dialysis
    available to a larger patient population;
    greater access to treatment in developing countries; and
    better treatment and survival of patients with hypertension,
    diabetes and other illnesses that lead to ESRD.  Dialysis
    Treatment Options for ESRD
  Hemodialysis.
 13




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70-75%
    Peritoneal Dialysis.
  Our
    Strategy
  Growth
    Objectives
    Annual Progress





GOAL2004


2005


2006


2007


2008


2010Revenue ($ in million)

$
6,228


$
6,772


$
8,499


$
9,720


$
10,612


$>11,500Annual revenue growth at constant currency


10%



8%



25%



12%



8%


~69%Share of dialysis market*


12%



12.9%



15.5%



16.8%






~18%Market volume* ($ in billion)

$
~50


$
~52,5


$
~55


$
~61,5


$



$ ~67Annual net income growth percentage**


21%



17%



24%



25%



14%


Low to mid teens     *
    Company estimates**
    2005 excluding one-time effects, 2006 excluding one-time effects
    and FAS 123(R) and 2007 excluding one-time effects    Growth
    Paths
    Path 1:
    Organic Growth
  ®
 14




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70-80
    Path 2:
    Acquisitions
      Path 3:
    Horizontal Expansion
  ® ® ®
  Path 4:
    Home Therapies
      Our
    Competitive Strengths
    Our
    Leading Market Position
   15




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Our Full
    Spectrum of Dialysis and Laboratory Services
    Differentiated
    Patient Care Programs from those of our Competitors
  ® ® ®
  Our
    Reputation for High Standards of Patient Care and Quality
    Products and our Extensive Clinic Network
    Our
    Position as an Innovator in Product and Process
    Technology
    Our
    Complete Dialysis Product Lines with Recurring Disposable
    Products Revenue Streams
    Our
    Worldwide Manufacturing Facilities
    Dialysis
    Care
  Dialysis
    Services
   16




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
    our reputation for quality patient care and treatment;
    our extensive network of dialysis clinics, which enables
    physicians to refer their patients to conveniently located
    clinics; and
    our reputation for technologically advanced products for
    dialysis treatment.        follow-up
         17




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Non-U.S.)
  Fresenius
    UltraCare®

    Program
  ® ® ® tm ® ® at Home tm
  Laboratory
    Services
    Acquisitions
    and Investments
  and/or
    Quality
    Assurance in Dialysis Care
   18




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Sources
    of U.S. Dialysis Care Net Revenue
    Year Ended December 31,2008


2007


2006Medicare ESRD program


53.2%



53.2%



54.5%Private / alternative payors


37.4%



36.5%



34.4%Medicaid and other government sources


3.8%



4.2%



3.9%Hospitals


5.6%



6.1%



7.2%Total


100.0%



100.0%



100.0%     Patient,
    Physician and Other Relationships
     19




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Competition
  Dialysis Services. non-U.S. dialysis
        Laboratory Services.
  Dialysis
    Products
      
    HD machines and PD cyclers
    Dialyzers, our largest product group
    PD solutions in flexible bags
    HD concentrates, solutions and granulates 20




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
    Bloodlines
    Systems for water treatment  ® ®
  Overview
    Year Ended December 31,2008


2007


2006Total





Total





TotalProduct


% of


Product


% of


Product


% ofRevenues


Total


Revenues


Total


Revenues


Total(in millions)Hemodialysis Products

$
2,291.9



80


$
2,007.5



80


$
1,720.7



81Peritoneal Dialysis Products


345.5



12



326.7



13



307.8



14Other


237.4



8



173.1



7



93.1



5Total

$
2,874.8



100


$
2,507.3



100


$
2,121.6



100   Hemodialysis
    Products
  ® ®
  Dialysis Machines. ®
    
    Volumetric dialysate balancing and ultrafiltration control
    system. This system, which we introduced in 1977, provides for
    safe and more efficient use of highly permeable dialyzers,
    permitting efficient dialysis with controlled rates of fluid
    removal;
    Proven hydraulic systems, providing reliable operation and
    servicing flexibility;
    Compatibility with all manufacturers dialyzers and a
    variety of bloodlines and dialysis solutions, permitting maximum
    flexibility in both treatment and disposable products usage;
    Modular design, which permits us to offer dialysis clinics a
    broad range of options to meet specific patient or regional
    treatment requirements and specialized modules that provide
    monitoring and response capability for selected biophysical
    patient parameters, such as body temperature and relative blood
    volume. Modular design also allows upgrading through module
    substitution without replacing the entire machine; 21




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
    Sophisticated microprocessor controls, displays
    and/or
    readout panels that are adaptable to local language requirements;
    Battery backup, which continues operation of the blood circuit
    and all protective systems up to 20 minutes following a power
    failure;
    Online clearance, measurement of dialyzer clearance for quality
    assurance with On-Line Clearance Monitoring, providing immediate
    effective clearance information, real time treatment outcome
    monitoring, and therapy adjustment during dialysis without
    requiring invasive procedures or blood samples;
    In the series 5008 and 4008H, the most efficient therapy
    mode Online-Hemodiafilitration as standard;
    On-line data collection capabilities and computer interfacing
    with our TDMS
    and/or FDS08
    systems. Our systems enable us to:  
    monitor and assess prescribed therapy;
    connect a large number of hemodialysis machines and peripheral
    devices, such as patient scales, blood chemistry analyzers and
    blood pressure monitors, to a computer network;
    enter nursing records automatically at bedside;
    adapt to new data processing devices and trends;
    perform home hemodialysis with remote monitoring by a staff
    caregiver; and
    record and analyze trends in medical outcome factors in
    hemodialysis patients.  Dialyzers. ® ®
  
    higher biological compatibility, resulting in reduced incidence
    of adverse reactions to the fibers;
    greater capacity to clear uremic toxins from patient blood
    during dialysis, permitting more thorough, more rapid dialysis,
    resulting in shorter treatment time; and
    a complete range of permeability or membrane pore size, which
    permits dialysis at prescribed rates  high flux and
    low flux, as well as ultra flux for acute dialysis and allows
    tailoring of dialysis therapy to individual patients.  Other
    Hemodialysis Products
    Peritoneal
    Dialysis Products
   22




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
    Fewer possibilities for touch
    contamination.  Our unique PIN and DISC technology
    was designed to reduce the number of steps in the fluid exchange
    process and by doing so has lessened the risk of infection,
    particularly in the disconnection step in which the patient
    connector is closed automatically without the need for manual
    intervention.
    Improved biocompatibility.  The new balance and
    bicaVera®

    solutions are pH neutral and have very low glucose degradation
    products providing greater protection for the peritoneal
    membrane.
    Environmentally friendly material:  Our
    staysafe®

    system is made of
    Biofine®,

    a material, developed by Fresenius, which upon combustion is
    reduced to carbon dioxide and water and does not contain any
    plasticizers.    
    Improved quality of life.  The patient is
    treated at night and can lead a more normal life during the day
    without fluid exchange every few hours.
    Improved adequacy of dialysis.  By adjusting
    the parameters of treatment it is possible to provide more
    dialysis to the patient compared to conventional CAPD therapy.
    This therapy offers important options to physicians such as
    improving the delivered dose of dialysis for certain patients.    
    sleepsafe:  The sleepsafe machine
    has been used since 1999. It has automated connection technology
    thus further reducing the risk on touch contamination. Another
    key safety feature is the barcode recognition system for the
    types of solution bags used. This improves compliance and
    ensures that the prescribed dosage is administered to the
    patient. There is also a pediatric option for the treatment of
    infants.
    North American cycler portfolio:  This
    includes:(a) the new
    Liberty®

    cycler introduced in 2008 incorporating many new operational and
    safety features with an innovative piston driven pumping
    cassette design. (b) the
    Freedom®

    and
    90/2®

    cyclers for pediatric and acute markets, (c) the
    Freedom®

    Cycler PD+ with IQ
    cardtm

    and (d) the Newton
    IQ®

    Cycler. The credit card-sized
    IQcardtm

    can provide actual treatment details and results for compliance
    monitoring to the physician and, when used with the Newton
    IQtm

    Cycler, can upload the patients prescription into the
    machine. The Newton
    IQtm

    Cycler also pumps waste dialysate directly into a receptacle.
    Patient Management Software:  We have developed
    specific patient management software tools to support both CAPD
    and APD therapies in the different regions of the world. These
    include: PatientOnLine,
    Pack-PD®

    and
    Finesse®.

    These tools can be used by physicians and nurses to design and
    monitor treatment protocols thus ensuring that therapy is
    optimized and that patient care is maximized.  Renal
    Pharmaceuticals
  ® ® ® ®
  ® ® ®
 23




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® ® 20-years.
      Customers,
    Marketing, Distribution and Service
        Manufacturing
    Operations
     24




---



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and/or
        Environmental
    Management
      site-by-site 14001-2004.
  Sources
    of Supply
   25




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New
    Product Introductions
    Patents
    and Licenses
  plus ® ®
    ®
      ® non-U.S. markets.
 26




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Trademarks
    Competition
    Risk
    Management
         27




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Regulatory
    and Legal Matters
  Regulatory
    Overview
  non-U.S. regulations and/or
    
    failure to receive required licenses, certifications or other
    approvals for new facilities or products or significant delays
    in such receipt;
    complete or partial loss of various federal certifications,
    licenses, or other permits required under the laws of any state
    or other governmental authority by withdrawal, revocation,
    suspension, or termination or restrictions of such certificates
    and licenses by the imposition of additional requirements or
    conditions, or the initiation of proceedings possibly leading to
    such restrictions or the partial or complete loss of the
    required certificates, licenses or permits; and
    changes resulting from health care reform or other government
    actions that reduce reimbursement or reduce or eliminate
    coverage for particular services we provide.      Product
    Regulation
  U.S.
   28




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® ®
  International
    (Including Germany and Other Non-U.S).
    Drugs. ® (Arzneimittelgesetz)
   29




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Arzneimittel- und Wirkstoffherstellungsverordnung Stufenplanbeauftragter for Germany, a
  (PIC/S)
  Medical Devices.
   30




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Environmental
    Regulation
    Facilities
    and Operational Regulation
  U.S.
     31




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follow-up,
    International
    (Including Germany and Other
    Non-U.S.)
          Reimbursement
   32




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U.S.
  Dialysis Services.
                 33




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and/or
  Medicaid Rebate Program and Other Government Drug Pricing
    Program Requirements. and/or e.g.
  ® ®
  ® i.e ® ® No. 081-0146).
    Laboratory Tests.
   34




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Erythropoetin stimulating agents. ® ®
        
    future changes in the ESA reimbursement methodology
    and/or rate;
    inclusion of ESAs in the Medicare composite rate without
    sufficient offsetting increases to such rate;
    reduction in the typical dosage per administration, including by
    imposition of a requirement to administer ESAs to Medicare
    beneficiaries subcutaneously rather than intravenously;
    increases in the cost of ESAs without offsetting increases in
    the ESA reimbursement rate; or
    reduction by the manufacturer of ESAs of the amount of overfill
    in the ESA vials.  ®
 35




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##### Table of Contents



Coordination of Benefits.
  30-month 3-month 30-month
  Possible Changes in Statutes or
    Regulations.
  International
    (Including Germany and Other
    Non-U.S.)
             36




---



##### Table of Contents



Anti-Kickback
    Statutes, False Claims Act, Health Insurance Portability and
    Accountability Act of 1996, Civil Monetary Penalties Law, Stark
    Law and Other Fraud and Abuse Laws in the United
    States
      Anti-Kickback
    Statutes
  and/or
   37




---



##### Table of Contents



False
    Claims Act and Related Criminal Provisions
  15-30%
  The
    Health Insurance Portability and Accountability Act of 1996
    (HIPAA)
         38




---



##### Table of Contents



Civil
    Monetary Penalties Law
    Stark
    Law
    ® ®
      Other
    Fraud and Abuse Laws
    Health
    Care Reform
   39




---



##### Table of Contents



C.
    Organizational
    Structure    
 40




---



##### Table of Contents



D.
    Property,
    plant and equipment  Property
    CurrentlyOwnedFloor Area


or Leased(Approximate


by Fresenius

LeaseLocation

Square Meters)


Medical Care

Expiration

UseBad Homburg, Germany


15,646


leased

December 2016

Corporate headquarters and administrationBad Homburg, Germany


4,556


leased

December 2011

Administration Building FMC D-GmbH Central EuropeSt. Wendel, Germany


58,767


leased

December 2016

Manufacture of polysulfone membranes, dialyzers and peritoneal
    dialysis solutions; research and developmentBiebesheim, Germany


51,300


leased

February 2024

Central Distribution CenterSchweinfurt, Germany


24,900


leased

December 2016

Manufacture of hemodialysis machines and peritoneal dialysis
    cyclers; research and developmentBad Homburg (OE), Germany


10,304


leased

December 2016

Manufacture of hemodialysis concentrate solutions / Technical
    Services / Logistics services AmgenDarmstadt, Germany


21,597


leased

November 2010

Regional Distribution Center Central EuropePalazzo Pignano, Italy


19,990


owned



Manufacture of bloodlines and tubingL ́Arbresle, France


13,524


owned



Manufacture of polysulfone dialyzers, special filters and dry
    hemodialysis concentratesNottinghamshire, UK


5,110


owned



Manufacture of hemodialysis concentrate solutionsVrsac, Serbia


2,642


owned



Production area, Laboratory, lobby, maintenance, administration,
    logisticsBarcelona, Spain


2,000


owned



Manufacture of hemodialysis concentrate solutionsAntalya, Turkey


8,676


leased

December 2022

Manufacture of bloodlinesCasablanca, Morocco


2,823


owned



Manufacture of hemodialysis concentrate solutionsGuadalajara, México


26,984


owned



Manufacture of peritoneal dialysis bagsBuenos Aires, Argentina


10,500


owned



Manufacture of hemodialysis concentrate solutions, dry
    hemodialysis concentrates, bloodlines and desinfectantsSão Paulo, Brazil


8,566


owned



Manufacture of hemodialysis concentrate solutions, dry
    hemodialysis concentrates, peritoneal dialysis bags, intravenous
    solutions bags, peritoneal dialysis and blood lines setsSão Paulo, Brazil


5,000


leased

October 2009

WarehouseRio de Janeiro, Brazil


1,635


leased

Jun 2011

Head Office 41




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##### Table of Contents



CurrentlyOwnedFloor Area


or Leased(Approximate


by Fresenius

LeaseLocation

Square Meters)


Medical Care

Expiration

UseBogotá, Colombia


18,947


owned



Manufacture of hemodialysis concentrate solutions, peritoneal
    dialysis bags, intravenous solutions, administrationValencia, Venezuela


3,562


leased

May 2009

Head Office and WarehouseBuenos Aires, Argentina


1,800


leased

September 2010

Head OfficeHong Kong


3,588


leased

November 2009

Various leases of Warehouse facilityHong Kong


1,260


leased

February 2012

Corporate headquarters and administrationSuzhou, China (Changshu Plant)


25,168


owned



Manufacture of hemodialysis bloodline sets / AV Fistula setBrighton, Australia


1,200


owned



Dialysis UnitAltona VIC, Australia


1,500


leased



WarehouseAuckland, New Sealand


1,680


leased

open contract

WarehouseSelangor, Malaysia


1,669


leased

November 2011

Administration / WarehouseYongin, South Korea


2,645


leased

December 2009

WarehouseSeoul, South Korea


1,905


leased

January 2012

AdministrationOita, Japan (Inukai Plant)


3,065


owned



Manufacture of polysulfone filtersFukuoka, Japan (Buzen Plant)


37,092


owned



Manufacture of peritoneal dialysis bagsSaga, Japan


6,668


leased

January 2010 with 1 year renewal option

WarehouseWaltham, Massachusetts


25,588


leased

April 2017 - July 2017 with a 10 year renewal and a second
    5 year renewal option

Corporate headquarters and administration - North AmericaLexington, Massachusetts


6,425


leased

October 2012 with 5 year renewal option

IT headquarters and administration - North AmericaNashville, Tennessee


3,053


leased

April 2009

IT administration / payroll administrationWalnut Creek, California


9,522


leased

June 2012 with 5-year renewal optioin

Manufacture of Hemodialysis machines and peritoneal dialysis
    cyclers; research and development; warehouse spaceConcord, California


1,579


leased

February 2009

WarehousePittsburg, California


5,574


leased

July 2012 with 5 year renewal option

WarehouseOgden, Utah


74,322


owned



Manufacture polysulfone membranes and dialyzers and peritoneal
    dialysis solutions; research and developmentOgden, Utah


9,755


leased

July 2033

Plant expansion. Manufacturing operationsOgden, Utah


24,452


leased

December 2011

WarehouseOgden, Utah


8,933


leased

December 2011

WarehouseOgden, Utah


2,072


leased

December 2009 year-to-year lease

WarehouseOregon, Ohio


13,934


leased

April 2019

Manufacture of liquid hemodialysis concentrate solutionsLivingston, California


7,885


leased

December 2011 with a 5-year renewal option

Manufacture of liquid hemodialysis concentrates and resupplyMilpitas, California


8,670


leased

December 2015 with 5-year renewal option

Clinical laboratory testing - 1 BuildingRockleigh, New Jersey


9,812


leased

May 2012

Clinical laboratory testing 42




---



##### Table of Contents



CurrentlyOwnedFloor Area


or Leased(Approximate


by Fresenius

LeaseLocation

Square Meters)


Medical Care

Expiration

UseIrving, Texas


6,506


leased

December 2010

Manufacture of liquid hemodialysis solutionReynosa, Mexico


13,936


leased

June 2013

Manufacture of bloodlinesReynosa, Mexico


4,645


owned



WarehouseProvince of Quebec, Canada


1,914


leased

April 2012

Plant Building #1 - Manufacture of dry and liquid concentratesProvince of Quebec, Canada


3,601


leased

March 2011 with option to cancel in March 2010 with 6 month
    notification

WarehouseBroomfield, Colorado


1,448


leased

February 2010

Call center and clinical operations for Renaissance Health Care
    (RHC)Warrendale, Pennsylvania


1,672


leased

April 2013

RSI administration and research facilityOklahoma City, OK


3,427


leased

October 2010

Manufacturer of sorbent cartridges       Item 4A.
    Unresolved
    Staff Comments    Item 5.
    Operating
    and Financial Review and Prospects      Critical
    Accounting Policies
    Recoverability
    of Goodwill and Intangible Assets
  non-amortizable
 43




---



##### Table of Contents



Goodwill and Other Intangible
    Assets, non-amortizable
      and/or and/or
  Legal
    Contingencies
        Accounts
    Receivable and Allowance for Doubtful Accounts
       44




---



##### Table of Contents



45




---



##### Table of Contents



At December 31, 2008overdue


overdueoverdue


more than


more than


overdue





% ofby


3 months


6 months


by





netup to


up to


up to


more than





tradecurrent


3 months


6 months


1 year


1 year


Total


A/R(in millions)U.S. Medicare and Medicaid Programs

$
311


$
56


$
47


$
34


$
34


$
482



22U.S. Commercial Payors


215



176



62



47



41



541



25U.S. Hospitals


83



25



3



1



1



113



5Self-Pay of U.S. patients


1



5



3



2



0



11



1Other North America


7



1



0



0



0



8



0International product customers and dialysis payors


620



185



84



66



66



1,021



47Total

$
1,237


$
448


$
199


$
150


$
142


$
2,176



100   At December 31, 2007overdue


overdueoverdue


more than


more than


overdue





% ofby


3 months


6 months


by





netup to


up to


up to


more than





tradecurrent


3 months


6 months


1 year


1 year


Total


A/R(in millions)U.S. Medicare and Medicaid Programs

$
261


$
63


$
30


$
28


$
19


$
401



20U.S. Commercial Payors


209



139



57



56



62



523



26U.S. Hospitals


69



39



2



1



1



112



6Self-Pay of U.S. patients


1



2



4



3



1



11



1Other North America


5



1



0



0



0



6



0International product customers and dialysis payors


614



178



75



56



51



974



47Total

$
1,159


$
422


$
168


$
144


$
134


$
2,027



100   Self-Insurance
    Programs
    Financial
    Condition and Results of Operations
  Overview
   46




---



##### Table of Contents



®
     47




---



##### Table of Contents



A. Results
    of Operations
    For the years endedDecember 31,2008


2007


2006(in millions)Total revenueNorth America

$
7,007


$
6,664


$
6,026International


3,688



3,134



2,534Corporate


1



0



0Totals


10,696



9,798



8,560Inter-segment revenueNorth America


2



1



1International


82



77



60Totals


84



78



61Total net revenueNorth America


7,005



6,663



6,025International


3,606



3,057



2,474Corporate


1



0



0Totals


10,612



9,720



8,499Amortization and depreciationNorth America


238



220



187International


171



141



120Corporate


7



2



2Totals


416



363



309Operating incomeNorth America


1,168



1,130



965International


616



544



440Corporate


(112
)


(94
)


(87
)Totals


1,672



1,580



1,318Interest income


25



29



21Interest expense


(361
)


(400
)


(372
)Income tax expense


(489
)


(466
)


(413
)Minority interest


(29
)


(26
)


(17
)Net Income

$
818


$
717


$
537   Year
    ended December 31, 2008 compared to year ended
    December 31, 2007
  Highlights
     48




---



##### Table of Contents



® ®
  Consolidated
    Financials
  Key
    Indicators for Consolidated Financials
  Change in %at constant2008


2007


as reported


exchange ratesNumber of treatments


27,866,573



26,442,421



5
%Same market treatment growth in %


4.5
%


3.9
%Revenue in $ million


10,612



9,720



9
%


8
%Gross profit in% of revenue


34.2
%


34.5
%Selling, general and administrative costs in % of revenue


17.7
%


17.6
%Net income in $ million


818



717



14
%           ®
     49




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##### Table of Contents



The following discussions pertain to our business segments
    and the measures we use to manage these segments.
  North
    America Segment
  Key
    Indicators for North America Segment
  2008


2007


Change in %Number of treatments


19,146,084



18,451,381



4
%Same market treatment growth in %


2.9
%


2.9
%Revenue in $ million


7,005



6,663



5
%Depreciation and amortization in $ million


238



220



8
%Operating income in $ million


1,168



1,130



3
%Operating income margin in %


16.7
%


17.0
%   Revenue
        ® ® ®
 50




---



##### Table of Contents



Operating
    Income
    International
    Segment
  Key
    Indicators for International Segment
  Change in %at constant2008


2007


as reported


exchange ratesNumber of treatments


8,720,489



7,991,040



9
%Same market treatment growth in %


8.6
%


6.2
%Revenue in $ million


3,606



3,057



18
%


13
%Depreciation and amortization in $ million


171



141



21
%Operating income in $ million


616



544



13
%Operating income margin in %


17.1
%


17.8
%   Revenue
            Operating
    Income
   51




---



##### Table of Contents



Year
    ended December 31, 2007 compared to year ended
    December 31, 2006
  Highlights
      7 8
    Consolidated
    Financials
  Key
    Indicators for Consolidated Financials
  Change in %at constant2007


2006


as reported


exchange ratesNumber of treatments


26,442,421



23,739,733



11
%Same market treatment growth in %


3.9
%


4.2
%Revenue in $ million


9,720



8,499



14
%


12
%Gross profit in % of revenue


34.5
%


33.9
%Selling, general and administrative costs in % of revenue


17.6
%


18.2
%Net income in $ million


717



537



34
%           ®
     52




---



##### Table of Contents



The following discussions pertain to our business segments
    and the measures we use to manage these segments.
  North
    America Segment
  Key
    Indicators for North America Segment
  2007


2006


Change in %Number of treatments


18,451,381



16,877,911



9
%Same market treatment growth in %


2.9
%


2.1
%Revenue in $ million


6,663



6,025



11
%Depreciation and amortization in $ million


220



187



18
%Operating income in $ million


1,130



965



17
%Operating income margin in %


17.0
%


16.0
%   Revenue
   53




---



##### Table of Contents



®
  Operating
    Income
    International
    Segment
  Key
    Indicators for International Segment
  Change in %at constant2007


2006


as reported


exchange ratesNumber of treatments


7,991,040



6,861,822



16
%Same market treatment growth in %


6.2
%


8.6
%Revenue in $ million


3,057



2,474



24
%


15
%Depreciation and amortization in $ million


141



120



18
%Operating income in $ million


544



440



24
%Operating income margin in %


17.8
%


17.8
%   Revenue
         54




---



##### Table of Contents



Operating
    Income
    B. Liquidity
    and Capital Resources
      Operations
      ®
 55




---



##### Table of Contents



Development
    of Days Sales Outstanding
  December 31,


December 31,2008


2007North America days sales outstanding


60



58International days sales outstanding


107



104FMC AG & Co. KGaA average days sales outstanding


77



73       1998-2001
             56




---



##### Table of Contents



Investing
      ®
      Financing
       57




---



##### Table of Contents



Available Sources of Liquidity




Expiration per period ofin millions

Total


1 Year


2-5 Years


Over 5 YearsAccounts receivable
    facility(a)

$
11


$
11


$



$
Unused Senior Credit Lines


583







583



Other Unused Lines of Credit


226



226







$
820


$
237


$
583


$
     (a)
    Subject to availability of sufficient accounts receivable
    meeting funding criteria.        Contractual Obligations and Commitments




Payments due by period ofin millions

Total


1 Year


2-5 Years


Over 5 YearsTrust Preferred
    Securities(a)

$
765


$
50


$
715


$
Long Term
    Debt(b)


4,990



588



3,649



753Capital Lease Obligations


13



3



9



1Operating Leases


2,121



388



1,094



639Unconditional Purchase Obligations


2,557



358



1,002



1,197Other Long-term Obligations


63



57



6



Letters of Credit


112



112







$
10,621


$
1,556


$
6,475


$
2,590     (a)
    Interest payments are determined on these debt instruments until
    their respective maturity dates and based on their applicable
    balances and fixed interest rates for each period presented. We
    redeemed $670 million of Trust Preferred Securities on
    February 1, 2008, primarily by utilizing funds available
    under our existing credit facilities.(b)
    Interest payments are based upon the principal repayment
    schedules and fixed interest rates or estimated variable
    interest rates considering the applicable interest rates (e.g.
    Libor, Prime), the applicable margins, and the effects of
    related interest rate swaps.       58




---



##### Table of Contents



Standard &Poors


MoodysCorporate Credit Rating


BB



Ba1Outlook


negative



stable   Outlook
    2009($ in millions)Net Revenues

> $11,100Net Income

$850-$890Debt/EBITDA

< 2.7Capital Expenditures

~$550-$650Acquisitions

~$200-$300  59




---



##### Table of Contents



Debt
    covenant disclosure  EBITDA
    For the years ended December 31,2008


2007


2006(in thousands)Total EBITDA

$
2,088,103


$
1,943,451


$
1,626,825Settlement of shareholder proceedings










(888
)Interest expense (net of interest income)


(336,742
)


(371,047
)


(351,246
)Income tax expense, net


(489,142
)


(465,652
)


(413,489
)Change in deferred taxes, net


133,047



1,177



10,904Changes in operating assets and liabilities


(420,297
)


46,876



58,294Tax payments related to divestitures and acquisitions










(63,517
)Compensation Expense


31,879



24,208



16,610Cash inflow from Hedging










10,908Other items, net


9,550



20,561



13,429Net cash provided by operating activities

$
1,016,398


$
1,199,574


$
907,830   Recently
    Issued Accounting Standards
    C. Research
    and Development
   60




---



##### Table of Contents



Online-HDF
    and 5008S Hemodialysis Machine
      Home
    Dialysis
         61




---



##### Table of Contents



Body
    Composition Monitor (BCM)
      Sorbent
    Systems
    D. Trend
    information
    Item 6.
    Directors,
    Senior Management and Employees  A.
    Directors
    and senior management  General
  Aktiengesetz
     62




---



##### Table of Contents



The
    General Partners Supervisory Board
          Age as ofDecember 31,Name

2008Dr. Ulf M. Schneider,
    Chairman(1)


43Dr. Dieter Schenk, Vice-Chairman


56Dr. Gerd
    Krick(1)(2)


70Dr. Walter L.
    Weisman(1)(2)(3)


73John Gerhard
    Kringel(2)(3)


69Dr. William P.
    Johnston(1)(2)(3)


64     (1)
    Members of the Human Resources Committee(2)
    Members of the Audit and Corporate Governance Committee of
    FMC-AG & Co. KGaA(3)
    Independent director for purposes of our pooling agreement   63




---



##### Table of Contents



64




---



##### Table of Contents



The
    General Partners Management Board
      Age as ofDec 31,



Year termName

2008

Position

expiresDr. Ben J. Lipps


68


Chairman of the Management Board, Chief Executive Officer of
    Management AG


2011Roberto Fusté


56


Chief Executive Officer for Asia Pacific


2011Dr. Emanuele Gatti


53


Chief Executive Officer for Europe, Middle East, Africa and
    Latin America


2010Lawrence Rosen


51


Chief Financial Officer


2011Dr. Rainer Runte


49


General Counsel and Chief Compliance Officer


2010Rice Powell


53


Co-Chief Executive Officer, Fresenius Medical Care North America
    and CEO of Renal Therapy Group (RTG) of Fresenius
    Medical Care in North America


2011Mats Wahlstrom


54


Co-Chief Executive Officer, Fresenius Medical Care North America
    and CEO of Fresenius Medical Services of Fresenius Medical Care
    in North America


2011          65




---



##### Table of Contents



The
    Supervisory Board of FMC-AG & Co. KGaA
           66




---



##### Table of Contents



B. Compensation
  Report
    of the Management Board of Management AG, our General
    Partner
      Compensation
    of the Management Board
      
    non-performance related compensation (basic salary)
    performance related compensation (variable bonus)
    components with long-term incentive effect (share options,
    share-based compensation with cash settlement)         67




---



##### Table of Contents



Performance


Cash CompensationNon-Performance Related





Related


(without long-termCompensation





Compensation


Incentive Components)Salary


Other(1)


Bonus2008


2007


2008


2007


2008


2007


2008


2007in thousands


in thousands


in thousands


in thousandsDr. Ben Lipps

$
1,200


$
1,050


$
297


$
315


$
1,417


$
2,257


$
2,914


$
3,622Roberto Fusté


515



480



270



251



290



624



1,075



1,355Dr. Emanuele Gatti


809



637



95



63



968



1,530



1,872



2,230Rice Powell


750



700



44



46



1,053



1,541



1,847



2,287Lawrence A. Rosen


589



548



126



115



750



1,197



1,465



1,860Dr. Rainer Runte


486



452



42



41



644



979



1,172



1,472Mats Wahlstrom


850



800



46



47



1,244



1,761



2,140



2,608Total:

$
5,199


$
4,667


$
920


$
878


$
6,366


$
9,889


$
12,485


$
15,434     (1)
    Includes insurance premiums, private use of company cars,
    contributions to pension and health insureance and other
    benefits.        Components with Long-term Incentive EffectShare-basedCompensation with CashStock Options


Settlement


Total2008


2007


2008


2007


2008


2007


2008


2007Number


in thousands


in thousands


in thousandsDr. Ben Lipps


99,600



99,600


$
1,537


$
1,318


$
626


$
1,243


$
2,163


$
2,561Roberto Fusté


49,800



49,800



768



659



0



0



768



659Dr. Emanuele Gatti


49,800



49,800



768



659



260



366



1,028



1,025Rice Powell


49,800



49,800



768



659



348



841



1,116



1,500Lawrence A. Rosen


49,800



49,800



768



659



307



649



1,075



1,308Dr. Rainer Runte


49,800



49,800



768



659



253



535



1,021



1,194Mats Wahlstrom


49,800



49,800



768



659



395



961



1,163



1,620Total:


398,400



398,400


$
6,145


$
5,272


$
2,189


$
4,595


$
8,334


$
9,867  68




---



##### Table of Contents



Dr. Ben


Roberto


Dr. Emanuele


Rice


Lawrence


Dr. Rainer


MatsLipps


Fusté


Gatti


Powell


A. Rosen


Runte


Wahlstrom


TotalOptions outstanding at January 1, 2008
    Number


824,280



241,476



226,476



162,846



177,804



157,953



131,793



1,922,628Weighted average exercise price in $


31.05



31.15



31.76



36.84



36.47



38.50



40.23



33.38Options granted during the fiscal year
    Number


99,600



49,800



49,800



49,800



49,800



49,800



49,800



398,400Weighted average exercise price in $


55.88



55.88



55.88



55.88



55.88



55.88



55.88



55.88Options exercised during the fiscal year
    Number


105,469



0



0



35,469



0



0



20,370



161,308Weighted average exercise price in $


24.01



0.00



0.00



28.20



0.00



0.00



24.81



25.03Weighted average share price in $


49.55



0.00



0.00



49.09



0.00



0.00



49.20



49.40Options outstanding at December 31, 2008 
    Number


818,411



291,276



276,276



177,177



227,604



207,753



161,223



2,159,720Weighted average exercise price in $


34.19



34.27



34.93



42.10



39.30



41.11



45.01



36.96Weighted average remaining contractual life in years


3.7



5.0



5.1



5.4



5.5



5.3



5.6



4.7Range of exercise price in $


20.14 - 55.88



15.89 - 55.88



15.89 - 55.88



15.89 -55.88



23.91 - 55.88



19.98 - 55.88



28.20 - 55.88



15.89 - 55.88Options exercisable at December 31, 2008
    Number


519,611



141,876



126,876



27,777



78,204



58,353



11,823



964,520Weighted average exercise price in $


27.21



21.56



21.50



19.29



25.85



27.73



28.20



25.33       Cash Compensation


Components with


Total Compensation(without long-term


long-term


(including long-termIncentive components)


Incentive Effect


Incentive Components)2008


2007


2008


2007


2008


2007in thousands


in thousands


in thousandsDr. Ben Lipps

$
2,914


$
3,622


$
2,163


$
2,561


$
5,077


$
6,183Roberto Fusté


1,075



1,355



768



659



1,843



2,014Dr. Emanuele Gatti


1,872



2,230



1,028



1,025



2,900



3,255Rice Powell


1,847



2,287



1,116



1,500



2,963



3,787Lawrence A. Rosen


1,465



1,860



1,075



1,308



2,540



3,168Dr. Rainer Runte


1,172



1,472



1,021



1,194



2,193



2,666Mats Wahlstrom


2,140



2,608



1,163



1,620



3,303



4,228Total:

$
12,485


$
15,434


$
8,334


$
9,867


$
20,819


$
25,301  69




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##### Table of Contents



ExpenseExpense


for Long-termfor Long-term


IncentiveIncentive


Components


Total ExpenseComponents


by Share-based


forwith Equity


Compensation with


Share-basedInstruments


Cash Settlement


Compensation2008


2007


2008


2007


2008


2007in thousands


in thousands


in thousandsDr. Ben Lipps

$
1,188


$
769


$
796


$
379


$
1,984


$
1,148Roberto Fusté


594



384



0



0



594



384Dr. Emanuele Gatti


594



384



265



133



859



517Rice Powell


594



378



488



224



1,082



602Lawrence A. Rosen


594



398



385



147



979



545Dr. Rainer Runte


594



384



340



144



934



528Mats Wahlstrom


594



378



558



256



1,152



634Total:

$
4,752


$
3,075


$
2,832


$
1,283


$
7,584


$
4,358     Commitments
    to Members of the Management Board for the Event of the
    Termination of their Appointment
        Miscellaneous
     70




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##### Table of Contents



Compensation
    of the Supervisory Board of Fresenius Medical Care &
    Co KGaA and Supervisory Board of Management AG
      Compensation for


Compensation forcommittee services at


committee services atFixed compensation


Management
    AG(4)


KGaA


Total compensation2008


2007


2008


2007


2008


2007


2008


2007in thousands


in thousands


in thousands


in thousandsDr. Gerd Krick

$
160


$
160


$
20


$
0


$
30


$
30


$
210


$
190Dr. Dieter Schenk


120



120



15



0



0



0



135



120Dr. Ulf M.
    Scheider(2)


160



160



25



0



0



0



185



160Dr. Walter L. Weisman


80



80



15



0



50



50



145



130John Gerhard Kringel


80



80



20



0



30



30



130



110Dr. William P. Johnstion


80



80



40



0



30



30



150



110Prof. Dr. Bernd
    Fahrholz(3)


80



80



0



0



30



30



110



110Total

$
760


$
760


$
135


$
0


$
170


$
170


$
1,065


$
930     (1)
    
    Shown without VAT and withholding
    tax(2)
    
    Chairman of the supervisory board
    of Management AG, but not member of the supervisory board of
    KGaA; fixed compensation paid by Management AG(3)
    
    Member of the supervisory board of
    KGaA, but not member of the supervisory board of Management AG;
    fixed compensation paid by KGaA(4)
    
    at Management AG level committees
    have been established in Q3 2008 only; hence, the respective
    compensation was paid on a pro rata basis  C.
    Board
    Practices   71




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##### Table of Contents



Rule 10A-3.
  
    overseeing managements conduct or our financial reporting
    process and the internal accounting and financial control
    systems and auditing of our financial statements;
    monitoring our internal controls risk program;
    monitoring our corporate governance performance according to the
    German corporate governance codex;
    monitoring the independence and performance of our outside
    auditors;
    providing an avenue of communication among the outside auditors,
    management and the Supervisory Board;
    retaining the services of our independent auditors (subject to
    the approval by our shareholders at our Annual General Meeting)
    and approval of their fees; and
    pre-approval of all audit and non-audit services performed by
    KPMG, the accounting firm which audits our consolidated
    financial statements.    
    A joint committee (the Joint Committee)
    (gemeinsamer Ausschuss) of the supervisory boards of
    Management AG and FMC-AG & Co. KGaA consisting of two
    members designated by each supervisory board to advise and
    decide on certain extraordinary management measures, including  
    transactions between us and Fresenius SE with a value in excess
    of 0.25% of our consolidated revenue, and
    acquisitions and sales of significant participations and parts
    of our business, the spin-off of significant parts of our
    business, initial public offerings of significant subsidiaries
    and similar matters. A matter is significant for
    purposes of this approval requirement if 40% of our consolidated
    revenues, our consolidated balance sheet total assets or
    consolidated profits, determined by reference to the arithmetic
    average of the said amounts shown in our audited consolidated
    accounts for the previous three fiscal years, are affected by
    the matter.  
    An Audit and Corporate Governance Committee within the
    Supervisory Board of FMC-AG & Co. KGaA consisting of
    at least three but not more than five members, at least two of
    whom shall be persons with no significant business, professional
    or personal connection with FMC-AG & Co. KGaA or any
    of our affiliates, apart from membership on our supervisory
    board or the supervisory board of Management AG or Fresenius SE.
    The Audit and Corporate Governance Committee will be responsible
    for reviewing the report of our general partner on relations
    with related parties and for reporting to the overall
    supervisory board thereon. In addition to these functions, the
    Audit and Corporate Governance Committee has acted as our audit
    committee since it was established.   72




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##### Table of Contents



D.
    Employees    2008


2007


2006North AmericaDialysis Care


33,694



32,087



31,431Dialysis Products


6,752



7,007



6,11040,446



39,094



37,541InternationalDialysis Care


15,180



13,728



11,663Dialysis Products


8,903



8,454



7,54524,083



22,182



19,208Corporate


137



130



54Total Company


64,666



61,406



56,803     E.
    Share
    ownership    Options
    to Purchase Our Securities
  Stock
    Option and Other Share Based Plans
  Incentive
    plan
   73




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##### Table of Contents



Fresenius
    Medical Care AG & Co. KGaA Stock Option Plan
    2006
    and/or 3-year
       74




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##### Table of Contents



Item 7.  Major
    Shareholders and Related Party Transactions  A. Major
    Shareholders
  Security
    Ownership of Certain Beneficial Owners of Fresenius Medical
    Care
  Wertpapierhandelsgesetz
     75




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##### Table of Contents



Security
    Ownership of Certain Beneficial Owners of Fresenius
    SE
      B.
    Related
    party transactions        
    the term we (or us) and our affiliates refers only
    to Fresenius Medical Care AG & Co. KGaA and its
    subsidiaries; and
    the term Fresenius SE and its affiliates refers only
    to Fresenius SE and affiliates of Fresenius SE other than
    Fresenius Medical Care AG & Co. KGaA and its
    subsidiaries.  Real
    Property Lease
   76




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##### Table of Contents



Trademarks
    
    to use the Fresenius Medical Care mark in the then
    current National Medical Care non-renal business if it is used
    as part of Fresenius Medical Care together with one
    or more descriptive words, such as Fresenius Medical Care
    Home Care or Fresenius Medical Care
    Diagnostics;
    to use the F logo mark in the National Medical Care
    non-renal business, with the consent of Fresenius SE. That
    consent will not be unreasonably withheld if the mark using the
    logo includes one or more additional descriptive words or
    symbols; and
    to use Fresenius Medical Care as a trade name in
    both the renal business and the National Medical Care non-renal
    business.    Other
    Intellectual Property
   77




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##### Table of Contents



Supply
    Agreements and Arrangements
        and/or
  1998-2001.
  Services
    Agreement
      Financing
   78




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##### Table of Contents



Other
    Interests
      General
    Partner Reimbursement
   Item 8.  Financial
    information  Page F-1.
  8.A.7.  Legal
    Proceedings
    8.A.8.  Dividend
    Policy
  Handelsgesetzbuch HGB
  Depotbank
   79




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##### Table of Contents



Per Share Amount

2008

2007

2006Preference share


0.56



0.49



0.43Ordinary share


0.54



0.47



0.41      Item 9.  The
    Offer and Listing Details  A.4. and
    C.  Information regarding the trading markets for
    price history of our stock
  Trading
    Markets
       80




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##### Table of Contents



Trading
    on the Frankfurt Stock Exchange
      
    permanent quotation during trading hours
    best price execution (in terms of spread and speed)
    full execution.    http://www.deutsche-boerse.com.
        Bundesanstalt
    für Finanzdienstleistungsaufsicht Wertpapierhandelsgesetz
 81




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##### Table of Contents



Price per


Price perordinary share ()


preference share ()High


Low


High


Low2009


January


35.10



32.84



34.50



32.002008


December


35.14



32.46



34.00



31.30November


36.56



32.90



34.00



31.90October


37.75



31.42



34.50



28.51September


38.27



34.54



36.38



32.30August


37.13



35.26



35.10



33.502008


Fourth Quarter


37.75



31.42



34.50



28.51Third Quarter


38.27



33.54



36.38



32.30Second Quarter


36.10



31.18



34.60



29.90First Quarter


39.10



29.73



37.60



28.312007


Fourth Quarter


38.67



34.56



36.78



33.00Third Quarter


37.85



33.05



36.22



31.32Second Quarter


38.02



33.57



36.43



32.00First Quarter


37.71



33.67



36.00



31.932008


Annual


39.10



29.73



37.60



28.312007


Annual


38.67



33.05



36.78



31.322006


Annual


36.30



27.50



33.83



25.032005


Annual


29.82



19.12



26.44



13.872004


Annual


21.21



16.49



15.15



11.24     Trading
    on the New York Stock Exchange
    Price per


Price perordinary ADS ($)


preference ADS ($)High


Low


High


Low2009


January


57.60



49.80



55.00



45.802008


December


48.11



41.61



46.00



41.50November


47.85



41.06



43.75



38.00October


52.22



39.84



50.00



28.87September


59.01



53.42



54.00



40.00August


57.43



52.20



54.00



54.002008


Fourth Quarter


52.22



39.84



50.00



28.87Third Quarter


59.01



50.49



54.00



40.00Second Quarter


56.25



49.53



48.00



45.00First Quarter


57.59



45.98



55.00



45.002007


Fourth Quarter


56.70



50.20



53.50



47.00Third Quarter


53.46



45.68



48.50



42.00Second Quarter


51.56



45.04



49.50



41.75First Quarter


49.75



43.69



46.25



40.002008


Annual


59.01



39.84



55.00



28.872007


Annual


56.70



43.69



53.50



40.002006


Annual


47.60



34.50



40.00



31.002005


Annual


35.22



25.09



31.20



18.162004


Annual


27.23



20.41



19.15



13.86  Item 10.  Additional
    information  B.
    Articles
    of Association  Kommanditgesellschaft auf Aktien
 82




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##### Table of Contents



(Amtsgericht) (Sitz)
  www.fmc-ag.com
  Corporate
    Purposes
    
    the development, production and distribution of as well as the
    trading in health care products, systems and procedures,
    including dialysis;
    the projecting, planning, establishment, acquisition and
    operation of health care businesses, including dialysis centers,
    also in separate enterprises or through third parties as well as
    the participation in such dialysis centers;
    the development, production and distribution of other
    pharmaceutical products and the provision of services in this
    field;
    the provision of advice in the medical and pharmaceutical areas
    as well as scientific information and documentation;
    the provision of laboratory services for dialysis and
    non-dialysis patients and homecare medical services.    General
    Information Regarding Our Share Capital
  Stückaktien Stückaktien
  Sammelurkunden
  General
    provisions on Increasing the Capital of Stock Corporations and
    Partnerships Limited by Shares
  Aktiengesetz
  genehmigtes Kapital
  bedingtes Kapital
   83




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##### Table of Contents



Voting
    Rights
      Dividend
    Rights
    Bilanzgewinn Handelsgesetzbuch HGB elektronischer Bundesanzeiger
    Liquidation
    Rights
  Aktiengesetz
 84




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##### Table of Contents



Pre-emption
    Rights
    
    we increase our share capital against contributions in cash;
    the amount of the capital increase does not exceed 10% of our
    existing share capital; and
    the issue price of the new shares is not significantly lower
    than the price for the shares quoted on a stock exchange.  Exclusion
    of Minority Shareholders
  Ertragswertmethode
    General
    Meeting
    Amendments
    to the Articles of Association
    Description
    of American Depositary Receipts
  General
   85




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##### Table of Contents



Share
    Dividends and Other Distributions
      
    Cash.  The depositary shall convert cash
    distributions from foreign currency to U.S. dollars if this
    is permissible and can be done on a reasonable basis. The
    depositary will endeavor to distribute cash in a practicable
    manner, and may deduct any taxes or other governmental charges
    required to be withheld, any expenses of converting foreign
    currency and transferring funds to the United States, and
    certain other fees and expenses. In addition, before making a
    distribution the depositary will deduct any taxes withheld. If
    exchange rates fluctuate during a time when the depositary
    cannot convert a foreign currency, investors may lose some or
    all of the value of the distribution.
    Shares.  If we make a distribution in shares,
    the depositary may deliver additional ADSs to represent the
    distributed shares, unless the number of ordinary shares or
    preference shares represented by our ADSs is adjusted in
    connection with the distribution. Only whole ADSs will be
    issued. Any shares which would result in fractional ADSs will be
    sold and the net proceeds will be distributed to the ADS holders
    otherwise entitled to receive fractional ADSs.
    Rights to receive additional shares.  In the
    case of a distribution of pre-emption rights to subscribe for
    ordinary shares or preference shares, or other subscription
    rights, if we provide satisfactory evidence that the depositary
    may lawfully distribute the rights, the depositary may arrange
    for ADS holders to instruct the depositary as to the exercise of
    the rights. However, if we do not furnish the required evidence
    or if the depositary determines it is not practical to
    distribute the rights, the depositary may:  
    allow the rights to lapse, in which case ADS holders will
    receive nothing, or
    sell the rights if practicable and distribute the net proceeds
    as cash.   86




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##### Table of Contents




    Other Distributions.  If we make a distribution
    of securities or property other than those described above, the
    depositary may either:  
    distribute the securities or property in any manner it deems
    fair and equitable;
    sell the securities or property and distribute any net proceeds
    in the same way it distributes cash; or
    hold the distributed property in which case the ADSs will also
    represent the distributed property.          Deposit,
    Withdrawal and Cancellation
               87




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##### Table of Contents




    temporary delays caused by closing our transfer books or those
    of the depositary, or the deposit of shares in connection with
    voting at a shareholders meeting, or the payment of
    dividends,
    the payment of fees, taxes and similar charges, or
    compliance with any U.S. or foreign laws or governmental
    regulations relating to the ADRs.    Voting
    Rights
          
    we do not wish a discretionary proxy to be given;
    we think there is substantial shareholder opposition to the
    particular question; or
    we think the particular question would have an adverse impact on
    our shareholders.  Fees and
    Expenses
      
    a fee of $0.02 or less per ADS (or portion thereof) for any cash
    distribution made pursuant to the deposit agreement;
    a fee of $0.02 per ADS (or portion thereof) per year for
    services performed by the depositary in administering our ADS
    program (which fee shall be assessed against holders of ADSs as
    of the record date set by the depositary not more than once each
    calendar year and shall be payable in the manner described in
    the next succeeding provision);
    any other charge payable by any of the depositary, any of the
    depositarys agents, including, without limitation, the
    custodian, or the agents of the depositarys agents in
    connection with the servicing of our shares or other deposited
    securities (which charge shall be assessed against registered
    holders of our ADSs as of the record date or dates set by the
    depositary and shall be payable at the sole discretion of the
    depositary by billing such registered holders or by deducting
    such charge from one or more cash dividends or other cash
    distributions); 88




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##### Table of Contents




    a fee for the distribution of securities (or the sale of
    securities in connection with a distribution), such fee being in
    an amount equal to the fee for the execution and delivery of
    ADSs which would have been charged as a result of the deposit of
    such securities (treating all such securities as if they were
    shares) but which securities or the net cash proceeds from the
    sale thereof are instead distributed by the depositary to those
    holders entitled thereto;
    stock transfer or other taxes and other governmental charges;
    cable, telex and facsimile transmission and delivery charges
    incurred at the request of holders of our shares;
    transfer or registration fees for the registration of transfer
    of deposited securities on any applicable register in connection
    with the deposit or withdrawal of deposited securities; and
    expenses of the depositary in connection with the conversion of
    foreign currency into U.S. dollars.    Payment
    of Taxes
  split-up
  Limitations
    on Obligations and Liability
  Limits on
    our Obligations and the Obligations of the Depositary; Limits on
    Liability to Holders of ADSs
    
    are only obligated to take the actions specifically set forth in
    the applicable deposit agreement without negligence or bad faith;
    are not liable if we are or it is prevented or delayed by law or
    circumstances beyond our control from performing our or its
    obligations under the applicable deposit agreement;
    are not liable if we or it exercises discretion permitted under
    the applicable deposit agreement;
    have no obligation to become involved in a lawsuit or other
    proceeding related to the ADSs or the applicable deposit
    agreement on your behalf or on behalf of any other person;
    may rely upon any documents we believe or it believes in good
    faith to be genuine and to have been signed or presented by the
    proper person.    Requirements
    for Depositary Actions
    
    payment of stock transfer or other taxes or other governmental
    charges and transfer or registration fees charged by third
    parties for the transfer of any shares or other deposited
    securities;
    satisfactory proof of the identity and genuineness of any
    signature or other information it deems necessary; and
    compliance with regulations it may establish, from time to time,
    consistent with the deposit agreement, including presentation of
    transfer documents. 89




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##### Table of Contents



Shareholder
    communications; inspection of register of holders of
    ADSs
    Description
    of the Pooling Arrangements
    General
    Independent
    Directors
    Extraordinary
    Transactions
    Interested
    Transactions
   90




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##### Table of Contents



Listing
    of American Depositary Shares; SEC Filings
    
    maintain the effectiveness of (i) the deposit agreement for
    the ordinary shares, or a similar agreement, and to assure that
    the ADSs evidencing the ordinary shares are listed on either the
    New York Stock Exchange or the Nasdaq Stock Market and (ii),
    while the preference ADSs are eligible for listing on the New
    York Exchange or the Nasdaq Stock Market, the deposit agreement
    for the preference shares, or a similar agreement, and to assure
    that, if eligible for such listing, the ADSs evidencing the
    preference shares are listed on either the New York Stock
    Exchange or the Nasdaq Stock Market;
    file all reports, required by the New York Stock Exchange or the
    Nasdaq Stock Market, as applicable, the Securities Act, the
    Securities Exchange Act of 1934, as amended, and all other
    applicable laws;
    prepare all financial statements required for any filing in
    accordance with generally accepted accounting principles of the
    U.S. (U.S. GAAP);
    on an annual basis, prepare audited consolidated financial
    statements including, without limitation, a balance sheet, a
    statement of income and retained earnings, and a statement of
    changes in financial position, and all appropriate notes, all in
    accordance U.S. GAAP, and, on a quarterly basis, prepare
    and furnish consolidated financial statements prepared in
    accordance with U.S. GAAP;
    furnish materials with the SEC with respect to annual and
    special shareholder meetings under cover of
    Form 6-K
    and make the materials available to the depositary for
    distribution to holders of ordinary share ADSs and, if we
    maintain a preference share ADS facility, to holders of
    preference share ADSs at any time that holders of preference
    shares are entitled to voting rights; and
    make available to the depositary for distribution to holders of
    ADSs representing our ordinary shares and, if we maintain a
    preference share ADS facility, ADSs representing our preference
    shares on an annual basis, a copy of any report prepared by the
    supervisory board or the supervisory board of the general
    partner and provided to our shareholders generally pursuant to
    Section 314(2) of the German Stock Corporation Act, or any
    successor provision. These reports concern the results of the
    supervisory boards examination of the managing
    boards report on our relation with affiliated enterprises.  Term
    
    Fresenius SE or its affiliates acquire all our voting capital
    stock;
    Fresenius SEs beneficial ownership of our outstanding
    share capital is reduced to less than 25%;
    Fresenius SE or an affiliate of Fresenius SE ceases to own the
    general partner interest in FMC-AG & Co. KGaA; or
    we no longer meet the minimum threshold for obligatory
    registration of the ordinary shares or ADSs representing our
    ordinary shares and the preference shares or ADSs representing
    our preference shares, as applicable, under
    Section 12(g)(1) of the Securities Exchange Act of 1934, as
    amended, and
    Rule 12g-1
    thereunder.  Amendment
   91




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##### Table of Contents



Enforcement;
    Governing Law
    Directors
    and Officers Insurance
    C.
    Material
    contracts      D.
    Exchange
    controls  Exchange
    Controls and Other Limitations Affecting Security
    Holders.
    Satzung non-resident
  E.
    Taxation  U.S. and
    German Tax Consequences of Holding ADSs
  non-U.S. holders
   92




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##### Table of Contents



Tax
    Treatment of Dividends
  U.S.-German
  U.S.-German U.S.-German
  ex-dividend
  U.S.-German
  U.S.-German
    U.S.-German
 93




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##### Table of Contents



Refund
    Procedures
  U.S.-German 20007-1998,
  19114-0447.
  U.S.-German
  Taxation
    of Capital Gains
  U.S.-German
    Gift and
    Inheritance Taxes
  U.S.-Germany
    Other
    German Taxes
   94




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##### Table of Contents



United
    States Information Reporting and Backup Withholding
  U.S.-related Form W-9)
  Non-U.S. shareholders non-U.S. holder Form W-8BEN) non-U.S. status U.S.-related
  H.
    Documents
    on display  http://www.sec.gov.
    http://www.fmc-ag.com.
     Item 11.  Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk
    
    changes in reimbursement rates;
    intense competition;
    foreign exchange rate fluctuations;
    varying degrees of acceptance of new product introductions; 95




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##### Table of Contents




    technological developments in our industry;
    uncertainties in litigation or investigative proceedings and
    regulatory developments in the health care sector;and
    the availability of financing.    Reimbursement
    Rates
      Inflation
    Management
    of Foreign Exchange and Interest Rate Risks
      Foreign
    Exchange Risk
  non-U.S. dollar
   96




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##### Table of Contents



Foreign
    Currency Risk Management
  December 31, 2008
 (in millions)
 Notional amount
  Fair


Credit2009


2010


2011


Total


value


riskPurchase of EUR against US$

$
113



41



0


$
154


$
0


$
7Sale of EUR against US$


14



0



0



14



0



0Purchase of EUR against others


501



32



0



533



12



38Sale of EUR against others


30



0



0



30



0



0Others


83



15



1



99



2



9Total

$
741



88



1


$
830


$
14


$
54     Years


Years


Years


YearsYear ending December 31,

High


Low


Average


Close2004 US$ per EUR


1.3633



1.1802



1.2439



1.36212005 US$ per EUR


1.3507



1.1667



1.2442



1.17972006 US$ per EUR


1.3331



1.1826



1.2558



1.31702007 US$ per EUR


1.4874



1.2893



1.3705



1.47212008 US$ per EUR


1.5990



1.2460



1.4713



1.3917   Foreign
    Exchange Sensitivity Analysis
    Interest
    Rate Risk
   97




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##### Table of Contents



Interest
    Rate Exposure
  December 31, 2008
 (in millions)
  Fair ValueDec. 31,2009


2010


2011


2012


2013


There-after


Totals


2008FLOATING RATE US$ DEBTPrincipal payments on Senior Credit Agreement

$
134



134



1,410



1,142



379






$
3,199


$
3,199Variable interest rate = 3.92%Accounts receivable securitization programs

$
539






















$
539


$
539Variable interest rate = 2.29%EIB loans

$
















49






$
49


$
49Variable interest rate = 2.03%FLOATING RATE  DEBTPrincipal payments on Senior Credit Agreement

$








167














$
167


$
167Variable interest rate = 3.49%Euro Notes 2005/2009

$
103






















$
103


$
103Variable interest rate = 6.871%EIB loan





















$
125


$
125


$
125Variable interest rate = 4.77%FIXED RATE US$ DEBTCompany obligated mandatorily redeemable preferred securities of
    subsidiariesFresenius Medical Care Capital TrustsFixed interest rate = 7.875% / issued in 2001

$








224














$
224


$
213Senior Notes 2007/2017; fixed interest rate = 6.875%





















$
492


$
492


$
466FIXED RATE  DEBTCompany obligated mandatorily redeemable preferred securities of
    subsidiariesFresenius Medical Care Capital TrustsFixed interest rate = 7.375% / issued in 2001 (denominated in
    EUR)

$








417














$
417


$
413Euro Notes 2005/2009

$
175






















$
175


$
173Fixed interest rate = 4.57%INTEREST RATE DERIVATIVESUS$ Payer Swaps Notional amount

$
450



250



1,000



1,150










$
2,850


$
(149
)Average fixed pay rate = 4.37%


4.84
%


4.28
%


4.10
%


4.45
%










4.37
%Receive rate =
    3-month
    $LIBORAll variable interest rates dipicted above are as of
    December 31, 2008   Interest
    Rate Sensitivity Analysis
   98




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##### Table of Contents



Item 12.
    Description
    of Securities other than Equity Securities   PART II  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds    Item 15A.
    Disclosure
    Controls and Procedures  Rule 13a-15.
  Item 15B.
    Managements
    annual report on internal control over financial
    reporting  Rules 13a-15(f).
        page F-3.
 99




---



##### Table of Contents



Item 15C.
    Attestation
    report of the registered public accounting firm  page F-3.
  Item 15D.  Changes
    in Internal Control over Financial Reporting
    Item 16A.
    Audit
    Committee Financial Expert  Rule 10A-3 Form 20-F.
  Item 16B.
    Code
    of Ethics  Code of
    Business Conduct
  http://www.fmcna.com/compliance.html
    Item 16C.
    Principal
    Accountant Fees and Services.    2008


2007Audit fees

$
10,405


$
8,574Audit related fees


103



739Tax fees


1,046



568Total

$
11,554


$
9,881   agreed-upon
  Audit
    Committees pre-approval policies and procedures
   100




---



##### Table of Contents



case-by-case
    Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees    Item 16E.
    Purchase
    of Equity Securities by the Issuer and Affiliated
    Purchasers    Item 16G.
    Corporate
    Governance  Introduction
  Rule 10A-3
  AktG MitBestG
  The
    Legal Structure of FMC-AG & Co. KGaA
  Kommanditgesellschaft auf Aktien Aktiengesellschaft AG
 101




---



##### Table of Contents



Management
    and Oversight
    
  General
    Partner
     102




---



##### Table of Contents




    The acquisition, disposal and encumbrance of real property if
    the value or the amount to be secured exceeds a specified
    threshold (5 million);
    The acquisition, formation, disposal or encumbrance of an equity
    participation in other enterprises if the value of the
    transaction exceeds a specified threshold (5 million);
    The adoption of new or the abandonment of existing lines of
    business or establishments;
    Conclusion, amendment and termination of affiliation
    agreements; and
    Certain inter-company legal transactions.      Supervisory
    Board
     103




---



##### Table of Contents



General
    Meeting
         104




---



##### Table of Contents



The
    Articles of Association of FMC-AG & Co.
    KGaA
  www.fmc-ag.com
  Organization
    of the Company
        Einheits-KGaA
 105




---



##### Table of Contents



Annual
    Financial Statement and Allocation of Profits
      Articles
    of Association of Management AG
      Directors
    Share Dealings
  Wertpapierhandelsgesetz,
  Comparison
    with U.S. and NYSE Governance Standards and
    Practices
  www.fmc-ag.com
 106




---



##### Table of Contents



Rule 10A-3
    
    A joint committee (the Joint Committee)
    (gemeinsamer Ausschuss) of the supervisory boards of
    Management AG and FMC-AG & Co. KGaA consisting of two
    members designated by each supervisory board to advise and
    decide on certain extraordinary management measures; and
    An Audit and Corporate Governance Committee within the
    Supervisory Board of FMC-AG & Co. KGaA consisting of
    at least three but no more than five members, each of whom shall
    be persons with no significant business, professional or
    personal connection with FMC-AG & Co. KGaA or any of
    our affiliates, apart from membership on our supervisory board
    or the supervisory board of Management AG or Fresenius SE.   PART III  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements  Page F-1.
 107




---



##### Table of Contents



Item 19.
    Exhibits  Form 20-F,
  Form 6-K/A
  Form F-6, No. 333-140664,
  Form F-6, No. 333-140730,
  Form 20-F
  7 8 Form 6-K
  7 8 Form 6-K
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
 108




---



##### Table of Contents



Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
        Form 6-K (1)
  Co-Documentation Form 6-K (1)
  Form 6-K
  Form 6-K
     109




---



##### Table of Contents



Form 20-F/A
  Form F-1, No. 333-05922,
  Form 20-F/A
  Form F-1, No. 333-05922,
  Form 20-F/A
  Form 6-K
  Form F-1, No. 333-05922,
  Form 20-F/A
  Form F-1, No. 333-05922,
  Form 20-F/A
  Form F-1, No. 333-05922,
 110




---



##### Table of Contents



Form F-1, No. 333-05922,
  Form F-1, No. 333-05922,
  Form 20-F
  Form 20-F/A
  Form 6-K
  Form 20-F,
  Form F-4 No. 333-66558).
  Form 6-K/A
  Form 20-F/A (1)
  Form 6-K (1)
  Form 6-K (1)
  Form 6-K (1)
  Form 6-K (1)
  Form 10-K
  Form 6-K (1)
 111




---



##### Table of Contents



No. 051-0154. Form 6-K
  Form 6-K
  Form 6-K (1)
  Form 6-K (1)
    Form 20-F
            (1)
    Confidential treatment has been granted as to certain portions
    of this document in accordance with the applicable rules of the
    Securities and Exchange Commission. 112




---



##### Table of Contents



SIGNATURES
  Form 20-F
    Fresenius Medical Care
    AG & Co. KGaA
   fresenius medical care
    management ag,
   
   Title:
    Chief Executive Officer and   
   Title:
    Chief Financial Officer and member of the  113




---



##### 



INDEX OF
    FINANCIAL STATEMENTS
  Audited Consolidated Financial StatementsManagements Annual Report on Internal
    Control over Financial Reporting


F-2Report of Independent Registered Public
    Accounting Firm


F-3Report of Independent Registered Public
    Accounting Firm on Internal Control over Financial Reporting


F-4Consolidated Statements of Income for the years
    ended December 31, 2008, 2007 and 2006


F-5Consolidated Balance Sheets as of
    December 31, 2008 and 2007


F-6Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


F-7Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2008, 2007 and
    2006


F-8Notes to Consolidated Financial Statements


F-9Financial Statement Schedule


S-1   F-1




---



##### Table of Contents



MANAGEMENTS
    ANNUAL REPORT ON INTERNAL CONTROL
    OVER FINANCIAL REPORTING   Rule 13a-15(f).
        page F-4.
   Fresenius Medical Care
    AG & C
  fresenius medical care
    management ag
     Title:
    Chief Executive Officer and      Title:
    Chief Financial Officer and member  F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    F-3




---



##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON INTERNAL CONTROL OVER FINANCIAL REPORTING                        F-4




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  Consolidated Statements of Income
 For the years ended December 31,
 (in thousands, except share data)
  2008


2007


2006Net revenue:Dialysis Care

$
7,737,498


$
7,213,000


$
6,377,390Dialysis Products


2,874,825



2,507,314



2,121,64810,612,323



9,720,314



8,499,038Costs of revenue:Dialysis Care


5,547,615



5,130,287



4,538,234Dialysis Products


1,435,860



1,234,232



1,083,2486,983,475



6,364,519



5,621,482Gross profit


3,628,848



3,355,795



2,877,556Operating expenses:Selling, general and administrative


1,876,177



1,709,150



1,548,369Gain on sale of dialysis clinics










(40,233
)Research and development


80,239



66,523



51,293Operating income


1,672,432



1,580,122



1,318,127Other (income) expense:Interest income


(24,811
)


(28,588
)


(20,432
)Interest expense


361,553



399,635



371,678Income before income taxes and minority interest


1,335,690



1,209,075



966,881Income tax expense


489,142



465,652



413,489Minority interest


28,941



26,293



16,646Net income

$
817,607


$
717,130


$
536,746Basic income per ordinary share

$
2.75


$
2.43


$
1.82Fully diluted income per ordinary share

$
2.75


$
2.42


$
1.81    F-5




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  Consolidated Balance Sheets
 (in thousands, except share data)
  December 31,


December 31,2008


2007AssetsCurrent assets:Cash and cash equivalents

$
221,584


$
244,690Trade accounts receivable, less allowance for doubtful accounts
    of $262,836 in 2008 and $247,800 in 2007


2,176,316



2,026,865Accounts receivable from related parties


175,525



99,626Inventories


707,050



636,234Prepaid expenses and other current assets


607,399



495,630Deferred taxes


324,123



356,427Total current assets


4,211,997



3,859,472Property, plant and equipment, net


2,236,078



2,053,793Intangible assets


846,496



689,956Goodwill


7,309,910



7,245,589Deferred taxes


92,805



83,615Other assets


222,390



237,840Total assets

$
14,919,676


$
14,170,265Liabilities and shareholders equityCurrent liabilities:Accounts payable

$
366,017


$
329,919Accounts payable to related parties


239,243



201,049Accrued expenses and other current liabilities


1,288,433



1,352,013Short-term borrowings and other financial liabilities


683,155



217,497Short-term borrowings from related parties


1,330



2,287Current portion of long-term debt and capital lease obligations


455,114



84,816Company-obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiaries 
    current portion






669,787Income tax payable


82,468



146,536Deferred taxes


28,652



22,589Total current liabilities


3,144,412



3,026,493Long-term debt and capital lease obligations, less current
    portion


3,957,379



4,004,013Other liabilities


319,602



193,604Pension liabilities


136,755



111,352Income tax payable


171,747



111,280Deferred taxes


426,299



378,497Company-obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiaries


640,696



663,995Minority interest


160,504



105,814Total liabilities


8,957,394



8,595,048Shareholders equity:Preference shares, no par value, 1.00 nominal value,
    12,356,880 shares authorized, 3,810,540 issued and
    outstanding


4,240



4,191Ordinary shares, no par value, 1.00 nominal value,
    373,436,220 shares authorized, 293,932,036 issued and
    outstanding


363,076



361,384Additional paid-in capital


3,293,918



3,221,644Retained earnings


2,452,332



1,887,120Accumulated other comprehensive (loss) income


(151,284
)


100,878Total shareholders equity


5,962,282



5,575,217Total liabilities and shareholders equity

$
14,919,676


$
14,170,265    F-6




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  Consolidated Statements of Cash Flows
 For the years ended December 31,
 (in thousands)
  2008


2007


2006Operating Activities:Net income

$
817,607


$
717,130


$
536,746Adjustments to reconcile net income to net cash provided by
    operating activities:Settlement of shareholder proceedings










(888
)Depreciation and amortization


415,671



363,330



308,698Change in minority interest


59,555



43,237



24,333Change in deferred taxes, net


133,047



1,177



10,904(Gain) loss on sale of fixed assets and investments


(21,064
)


3,616



5,742Compensation expense related to stock options


31,879



24,208



16,610Cash inflow from Hedging










10,908Changes in assets and liabilities, net of amounts from
    businesses acquired:Trade accounts receivable, net


(241,967
)


(62,735
)


(31,276
)Inventories


(94,112
)


(72,825
)


(42,553
)Prepaid expenses, other current and non-current assets


(101,263
)


(11,680
)


(21,629
)Accounts receivable from / payable to related parties


32,252



(22,265
)


(4,875
)Accounts payable, accrued expenses and other current and
    non-current liabilities


(17,040
)


113,960



182,877Income tax payable


1,833



102,421



(24,250
)Tax payments related to divestitures and acquisitions










(63,517
)Net cash provided by operating activities


1,016,398



1,199,574



907,830Investing Activities:Purchases of property, plant and equipment


(687,356
)


(572,721
)


(463,093
)Proceeds from sale of property, plant and equipment


13,846



29,668



17,466Acquisitions and investments, net of cash acquired, and net
    purchases of intangible assets


(276,473
)


(263,395
)


(4,311,190
)Proceeds from divestitures


58,582



29,495



515,705Net cash used in investing activities


(891,401
)


(776,953
)


(4,241,112
)Financing Activities:Proceeds from short-term borrowings and other financial
    liabilities


176,104



96,995



56,562Repayments of short-term borrowings and other financial
    liabilities


(183,210
)


(107,793
)


(55,789
)Proceeds from short-term borrowings from related parties


168,641



43,554



269,920Repayments of short-term borrowings from related parties


(169,573
)


(46,071
)


(285,430
)Proceeds from long-term debt and capital lease obligations (net
    of debt issuance costs of $16,703 in 2007 and $85,828 in 2006)


458,951



516,762



4,007,450Repayments of long-term debt and capital lease obligations


(135,492
)


(486,513
)


(973,885
)Redemption of trust preferred securities


(678,379
)






Increase of accounts receivable securitization program


454,000



(181,000
)


172,000Proceeds from exercise of stock options


43,887



46,934



53,952Proceeds from conversion of preference shares into ordinary
    shares










306,759Repurchase of preferred stock






(7,660
)


Dividends paid


(252,395
)


(188,407
)


(153,720
)Distributions to minority interest


(38,592
)


(27,469
)


(15,130
)Net cash (used in) provided by financing activities


(156,058
)


(340,668
)


3,382,689Effect of exchange rate changes on cash and cash equivalents


7,955



3,727



24,526Cash and Cash Equivalents:Net (decrease) increase in cash and cash equivalents


(23,106
)


85,680



73,933Cash and cash equivalents at beginning of period


244,690



159,010



85,077Cash and cash equivalents at end of period

$
221,584


$
244,690


$
159,010    F-7




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  Consolidated Statements of Shareholders
    Equity
 For the years ended December 31, 2008, 2007 and 2006
 (in thousands, except share data)
  Accumulated other comprehensivePreference Shares


Ordinary Shares


Additional





income (loss)Number of


No par


Number of


No par


paid in


Retained


Foreign


Cash flowshares


value


shares


value


capital


earnings


currency


hedges


Pensions


TotalBalance at December 31, 2005


83,286,537


$
90,740



210,000,000


$
270,501


$
2,779,873


$
975,371


$
(106,185
)

$
18,964


$
(55,558
)

$
3,973,706Proceeds from exercise of options and related tax effects


313,164



395



1,561,407



1,989



51,202



















53,586Proceeds from conversion of preference shares into ordinary
    shares


(79,888,266
)


(87,037
)


79,888,266



87,037



306,759



















306,759Compensation expense related to stock options


















16,610



















16,610Dividends paid






















(153,720
)














(153,720
)Settlement of Shareholder proceedings


















(888
)


















(888
)Comprehensive income (loss)Net income






















536,746















536,746Other comprehensive income (loss) related to:Cash flow hedges, net of related tax effects






























18,223







18,223Foreign currency translation


























114,494











114,494Adjustments relating to pension obligations, net of related tax
    effects


































15,952



15,952Comprehensive income






































685,415Effect of adoption of SFAS 158


































(11,306
)


(11,306
)Balance at December 31, 2006


3,711,435


$
4,098



291,449,673


$
359,527


$
3,153,556


$
1,358,397


$
8,309


$
37,187


$
(50,912
)

$
4,870,162Proceeds from exercise of options and related tax effects


66,652



93



1,336,910



1,857



43,880



















45,830Compensation expense related to stock options


















24,208



















24,208Dividends paid






















(188,407
)














(188,407
)Comprehensive income (loss)Net income






















717,130















717,130Other comprehensive income (loss) related to:Cash flow hedges, net of related tax effects






























(54,053
)






(54,053
)Foreign currency translation


























137,048











137,048Adjustments relating to pension obligations, net of related tax
    effects


































23,299



23,299Comprehensive income






































823,424Balance at December 31, 2007


3,778,087


$
4,191


$
292,786,583


$
361,384


$
3,221,644


$
1,887,120


$
145,357


$
(16,866
)

$
(27,613
)

$
5,575,217Proceeds from exercise of options and related tax effects


32,453



49



1,145,453



1,692



40,395



















42,136Compensation expense related to stock options


















31,879



















31,879Dividends paid






















(252,395
)














(252,395
)Comprehensive income (loss)Net income






















817,607















817,607Other comprehensive income (loss) related to:Cash flow hedges, net of related tax effects






























(65,180
)






(65,180
)Foreign currency translation


























(171,063
)










(171,063
)Adjustments relating to pension obligations, net of related tax
    effects


































(15,919
)


(15,919
)Comprehensive income






































565,445Balance at December 31, 2008


3,810,540


$
4,240


$
293,932,036


$
363,076


$
3,293,918


$
2,452,332


$
(25,706
)

$
(82,046
)

$
(43,532
)

$
5,962,282    F-8




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (in
    thousands, except share data)
  1.
    The
    Company, Basis of Presentation and Summary of Significant
    Accounting Policies  The
    Company
  Kommanditgesellschaft auf
    Aktien
  Basis of
    Presentation
    Summary
    of Significant Accounting Policies
  a) Principles
    of Consolidation
      Trade accounts receivable, net

$
22,207Other current assets


7,308Property, plant and equipment, intangible assets &
    other non-current assets


6,466Goodwill


13,992Accounts payable, accrued expenses and other liabilities


(19,306
)Non-current loans to related parties


(10,086
)Equity


(20,581
)   b) Cash
    and Cash Equivalents
    c) Allowance
    for Doubtful Accounts
   F-9




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  d) Inventories
  first-in, and/or
  e) Property,
    Plant and Equipment
    f) Intangible
    Assets and Goodwill
            g) Derivative
    Financial Instruments
   F-10




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    h) Foreign
    Currency Translation
  non-U.S. subsidiaries
  i) Revenue
    Recognition Policy
      mark-up,
    j) Research
    and Development expenses
    k) Income
    Taxes
  Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109 Accounting for Income Taxes
   F-11




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  l) Impairment
      m) Debt
    Issuance Costs
    n) Self-Insurance
    Programs
    o) Use
    of Estimates
    p) Concentration
    of Risk
        q) Legal
    Contingencies
     F-12




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  r) Earnings
    per Ordinary share and Preference share
      s) Employee
    Benefit Plans
    t) Stock
    Option Plans
    u) Recent
    Pronouncements
  FAS 132R-1:
  
    How investment allocation decisions are made, including the
    factors that are pertinent to an understanding of investment
    policies and strategies,
    The major categories of plan assets,
    The inputs and valuation techniques used to measure the fair
    value of plan assets,
    The effect of fair value measurements using significant
    unobservable inputs (Level 3) on changes in plan
    assets for the period, and
    Significant concentrations of risk within plan assets.   F-13




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
            No. 157-2 (FSP 157-2)
  FSP 157-2,
  2.
    Acquisitions  RSI
    Acquisition
   F-14




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    PhosLo®

    Acquisition
  ®
    RCG
    Acquisition
      Assets held for sale

$
330,092Other current assets


413,937Property, plant and equipment


301,498Intangible assets and other assets


149,485Goodwill


3,381,901Accounts payable, accrued expenses and other current liabilities


(276,184
)Income tax payable and deferred taxes


(63,939
)Long-term debt and capital lease obligations


(3,882
)Other liabilities


(75,289
)Total allocation of acquistion cost

$
4,157,619    F-15




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
      Pro Forma
    Data 
  For the year endedUnaudited

December 31, 2006Pro forma net revenue

$
8,809,573Pro forma net income


536,223Pro forma net income per ordinary share:Basic


1.82Fully Diluted


1.81     3.
    Related
    Party Transactions  a) Service
    Agreements and Leases
        b) Products
     F-16




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    c) Financing
    Provided by and to Fresenius SE
      d) Other
  1998-2001.
        4.
    Inventories    2008


2007Raw materials and purchased components

$
145,756


$
136,013Work in process


60,960



51,829Finished goods


385,607



350,478Health care supplies


114,727



97,914Inventories

$
707,050


$
636,234      F-17




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  5.
    Property,
    Plant and Equipment    2008


2007Land and improvements

$
40,156


$
39,791Buildings and improvements


1,535,017



1,348,727Machinery and equipment


2,352,344



2,191,418Machinery, equipment and rental equipment under capitalized
    leases


22,718



21,533Construction in progress


238,583



235,1444,188,818



3,836,613Accumulated depreciation


(1,952,740
)


(1,782,820
)Property, plant and equipment, net

$
2,236,078


$
2,053,793       6.
    Intangible
    Assets and Goodwill    December 31, 2008


December 31, 2007Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable Intangible AssetsNon-compete Agreements

$
218,245


$
(142,974
)

$
212,105


$
(129,559
)Technology


100,016



(11,490
)


100,016



(4,872
)License and distribution agreements


173,244



(41,336
)


52,422



(35,809
)Other


270,472



(199,189
)


257,886



(205,066
)Construction in progress


49,886











$
811,863


$
(394,989
)

$
622,429


$
(375,306
)   Carrying





CarryingAmount





AmountNon-amortizable
    Intangible AssetsTradename

$
210,156






$
223,350Management contracts


219,466







219,483$
429,622






$
442,833Total Intangible Assets

$
846,496






$
689,956     Amortization Expense2006

$
43,2102007

$
34,0032008

$
47,384  F-18




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  Estimated Amortization Expense2009

$
46,4202010

$
44,4792011

$
40,2192012

$
37,9232013

$
36,747   Intangible
    Assets: License and Distribution Agreements
  ® ® ® ® 10-year 20-year
  Goodwill
    NorthAmerica


International


Corporate


TotalBalance as of January 1, 2007

$
6,437,995


$
454,166


$



$
6,892,161Goodwill acquired


52,674



59,491



159,385



271,550Reclassifications


17,952



8,195







26,147Foreign Currency Translation Adjustment


(146
)


55,877







55,731Balance as of December 31, 2007

$
6,508,475


$
577,729


$
159,385


$
7,245,589Goodwill acquired


64,809



30,577



432



95,818Reclassifications


(1,231
)


12,773







11,542Foreign Currency Translation Adjustment


(642
)


(42,397
)






(43,039
)Balance as of December 31, 2008

$
6,571,411


$
578,682


$
159,817


$
7,309,910  F-19




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  7.
    Accrued
    Expenses and Other Current Liabilities    2008


2007Accrued salaries and wages

$
301,923


$
331,931Unapplied cash and receivable credits


205,187



173,424Accrued insurance


125,713



146,377Special charge for legal matters


115,000



115,000Other


540,610



585,281Total accrued expenses and other current liabilities

$
1,288,433


$
1,352,013       8.
    Short-Term
    Borrowings, Other Financial Liabilities and Short-Term
    Borrowings from Related Parties    2008


2007Borrowings under lines of credit

$
121,476


$
71,908Accounts receivable facility


539,000



85,000Other financial liabilities


22,679



60,589Short-term borrowings and other financial liabilities


683,155



217,497Short-term borrowings from related parties


1,330



2,287Short-term borrowings, Other financial liabilities and
    Short-term borrowings from related parties

$
684,485


$
219,784   Short-term
    Borrowings and Other Financial Liabilities
  Lines of
    Credit
     F-20




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  Accounts
    Receivable Facility
      Other
    Financial Liabilities
  ®
  Short-term
    Borrowings from related parties
    9.
    Long-term
    Debt and Capital Lease Obligations    2008


20072006 Senior Credit Agreement

$
3,366,079


$
3,166,114Senior Notes


492,456



491,569Euro Notes


278,340



294,420EIB Agreements


174,059



48,806Capital lease obligations


13,394



14,027Other


88,165



73,8934,412,493



4,088,829Less current maturities


(455,114
)


(84,816
)$
3,957,379


$
4,004,013  F-21




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  Senior
    Debt
    2006
    Senior Credit Agreement
      
    a 5-year
    $1,000,000 revolving credit facility (of which up to $250,000 is
    available for letters of credit, up to $300,000 is available for
    borrowings in certain
    non-U.S. currencies,
    up to $150,000 is available as swing line loans in
    U.S. dollars, up to $250,000 is available as a competitive
    loan facility and up to $50,000 is available as swing line loans
    in certain
    non-U.S. currencies,
    the total of which cannot exceed $1,000,000) which will be due
    and payable on March 31, 2011.
    a 5-year
    term loan facility (Term Loan A) of $1,850,000, also
    scheduled to mature on March 31, 2011. The 2006 Senior
    Credit Agreement requires 19 quarterly payments on Term Loan A
    of $30,000 each that permanently reduce the term loan facility
    which began June 30, 2006 and continue through
    December 31, 2010. The remaining amount outstanding is due
    on March 31, 2011. As a result of the voluntary repayment
    made in July 2007 from the proceeds of the issuance of senior
    notes (see Senior Notes, below) which reduced the principal
    balance outstanding, the quarterly payments were reduced to
    $29,430 beginning with the payment for September 30, 2008.
    a 7-year
    term loan facility (Term Loan B) of $1,750,000
    scheduled to mature on March 31, 2013. The terms of the
    2006 Senior Credit Agreement require 28 quarterly payments on
    Term Loan B that permanently reduce the term loan facility. The
    repayment began June 30, 2006. The first 24 quarterly
    payments are $4,375 and payments 25 through 28 are $411,250 with
    the final payment of the remaining balance due on March 31,
    2013, subject to an early repayment requirement on March 1,
    2011 if the Trust Preferred Securities due June 15,
    2011 are not repaid or refinanced or their maturity is not
    extended prior to that date. As a result of the voluntary
    repayment made in July 2007 from the proceeds of the issuance of
    senior notes (see Senior Notes, below) the balance of the
    remaining payments of $4,375 were reduced to $4,036 beginning
    with the September 30, 2008 payment, and payments 25 through 28
    were reduced to $379,396.         F-22




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
        Maximum Amount Available


Balance OutstandingDecember 31,


December 31,2008


2007


2008


2007Revolving Credit

$
1,000,000


$
1,000,000


$
304,887


$
37,989Term Loan A


1,491,139



1,550,000



1,491,139



1,550,000Term Loan B


1,570,053



1,578,125



1,570,053



1,578,125$
4,061,192


$
4,128,125


$
3,366,079


$
3,166,114         Senior
    Notes
  7 8 1 8
  Euro
    Notes
  Schuldscheindarlehen
 F-23




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  European
    Investment Bank Agreements
        Maximum amount available


Balance outstandingDecember 31,


December 31,2008


2007


2008


2007Revolving Credit


90,000



90,000


$



$
Loan 2005


41,000



41,000



48,806



48,806Loan 2006


90,000



90,000



125,253




221,000



221,000


$
174,059


$
48,806       Annual
    Payments
    2009

$
455,1142010


157,0372011


1,504,1052012


1,152,2562013


519,380Thereafter


632,145$
4,420,037   10.
    Employee
    Benefit Plans  General
   F-24




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
            Defined
    Benefit Pension Plans
     F-25




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    2008


2007Change in benefit obligation:Benefit obligation at beginning of year

$
331,649


$
334,375Foreign currency translation


(6,288
)


12,193Service cost


8,357



8,835Interest cost


20,393



18,506Transfer of plan participants


2,228



670Actuarial (gain) loss


4,472



(36,637
)Benefits paid


(6,850
)


(6,293
)Benefit obligation at end of year

$
353,961


$
331,649Change of plan assets:Fair value of plan assets at beginning of year

$
228,581


$
220,367Actual return on plan assets


(9,092
)


12,276Employer contributions


684



1,173Benefits paid


(5,557
)


(5,235
)Fair value of plan assets at end of year

$
214,616


$
228,581Funded status at year end

$
139,345


$
103,068         Actuariallosses(gains)Adjustments related to pensions at January 1, 2007

$
84,104Additions


(32,551
)Releases


(5,163
)Foreign Currency Translation Adjustment


1,985Adjustments related to pensions at December 31, 2007

$
48,375Additions


30,494Releases


(1,944
)Foreign Currency Translation Adjustment


1Adjustments related to pensions at December 31, 2008

$
76,926  F-26




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
      in%

2008


2007Discount rate


6.15



6.16Rate of compensation increase


4.19



4.16     Components of net periodic benefit cost:

2008


2007


2006Service cost

$
8,357


$
8,835


$
8,113Interest cost


20,393



18,506



16,945Expected return on plan assets


(16,931
)


(16,362
)


(15,361
)Amortization of unrealized losses


1,944



5,163



8,420Amortization of prior service cost










846Settlement loss










238Net periodic benefit costs

$
13,763


$
16,142


$
19,201     in %

2008


2007


2006Discount rate


6.16



5.52



5.16Expected return of plan assets


7.50



7.50



7.50Rate of compensation increase


4.16



4.18



4.18     2009

$
9,1382010


9,9942011


10,7632012


12,3662013


13,1722014-2018


89,250   Plan
    Investment Policy and Strategy
     F-27




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    Allocation in


Allocation in


Target allocation2008 in %


2007 in %


in %Categories of plan assetsEquity securities


33



32



31Debt securities


67



68



69Total


100



100



100   Defined
    Contribution Plans
    11.
    Mandatorily
    Redeemable Trust Preferred Securities          MandatoryYear


Stated


Interest


RedemptionIssued


Amount


Rate


Date


2008


2007Fresenius Medical Care Capital Trust II


1998



$ 450,000



77/8
%


February 1, 2008


$
0


$
443,985Fresenius Medical Care Capital Trust III


1998


D
M300,000



73/8
%


February 1, 2008



0



225,802Fresenius Medical Care Capital Trust IV


2001



$ 225,000



77/8
%


June 15, 2011



224,068



223,684Fresenius Medical Care Capital Trust V


2001



 300,000



73/8
%


June 15, 2011



416,628



440,311$
640,696


$
1,333,782     12.
    Minority
    Interests   F-28




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    13.
    Shareholders
    Equity  Capital
    Stock
    genehmigtes Kapital
  bedingtes Kapital
    Authorized
    Capital
       F-29




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  Conditional
    Capital
    Bezugsrechte
    Dividends
  Handelsgesetzbuch
         F-30




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  14.
    Earnings
    Per Share    2008


2007


2006Numerators:Net income

$
817,607


$
717,130


$
536,746less:Dividend Preference on Preference shares


112



103



90Income available to all class of shares

$
817,495


$
717,027


$
536,656Denominators:Weighted average number of:Ordinary shares outstanding


293,233,477



291,929,141



290,621,904Preference shares outstanding


3,795,248



3,739,470



3,575,376Total weighted average shares outstanding


297,028,725



295,668,611



294,197,280Potentially dilutive Ordinary shares


497,714



1,079,683



1,673,649Potentially dilutive Preference shares


97,929



127,324



140,976Total weighted average Ordinary shares outstanding assuming
    dilution


293,731,191



293,008,824



292,295,553Total weighted average Preference shares outstanding assuming
    dilution


3,893,177



3,866,794



3,716,352Basic income per Ordinary share

$
2.75


$
2.43


$
1.82Plus preference per Preference share


0.03



0.02



0.03Basic income per Preference Share

$
2.78


$
2.45


$
1.85Fully diluted income per Ordinary share

$
2.75


$
2.42


$
1.81Plus preference per Preference share


0.03



0.02



0.03Fully diluted income per Preference share

$
2.78


$
2.44


$
1.84   15.
    Stock
    Options    Stock
    Options and other Share-Based Plans
    Incentive
    plan
   F-31




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    Fresenius
    Medical Care AG & Co. KGaA Stock Option Plan
    2006
    and/or
         F-32




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  Fresenius
    Medical Care 2001 International Stock Option Plan
        Weighted


WeightedAverage


AverageExercise


ExerciseOptions


Price


Price(in thousands)





$Ordinary sharesBalance at December 31, 2007


9,973



26.64



37.07Granted


2,524



35.48



49.38Exercised


1,145



21.27



29.60Forfeited


72



29.82



41.51Balance at December 31, 2008


11,280



29.15



40.56Preference sharesBalance at December 31, 2007


275



16.16



22.50Exercised


32



16.01



22.29Forfeited


1



16.42



22.85Balance at December 31, 2008


242



16.18



22.52  F-33




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    Fully Vested Outstanding and Exercisable OptionsWeightedaverage


Weighted


Weightedremaining


average


average


Aggregate


AggregateNumber of


contractual


exercise


exercise


intrinsic


intrinsicOptions


life in years


price


price


value


value(in thousands)








US$





US$Options for preference shares


217



3.21



15.49



21.55



3,918



5,452Options for ordinary shares


3,470



4.50



21.24



29.56



41,876



58,278       Fair
    Value Information
    2008


2007Expected dividend yield


1.85%



1.93%Risk-free interest rate


4.38%



4.19%Expected volatility


25.58%



27.13%Expected life of options


7 years



7 yearsExercise price


35.48



33.91(Exercise price in US$)

($
49.38
)

($
46.22
)   16.
    Income
    Taxes    2008


2007


2006Germany

$
372,174


$
281,633


$
200,231United States


773,089



724,839



612,387Other


190,427



202,603



154,263$
1,335,690


$
1,209,075


$
966,881  F-34




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    2008


2007


2006Current:Germany

$
62,609


$
124,598


$
107,609United States


211,889



283,350



150,550Other


77,134



75,534



57,462351,632



483,482



315,621Deferred:Germany


43,593



(11,377
)


(15,219
)United States


105,466



4,052



118,800Other


(11,549
)


(10,505
)


(5,713
)137,510



(17,830
)


97,868$
489,142


$
465,652


$
413,489   Unternehmensteuerreformgesetz 2008
      2008


2007


2006Expected corporate income tax expense

$
395,097


$
465,131


$
371,959Tax free income


(49,309
)


(50,131
)


(33,912
)Foreign tax rate differential


93,877



(5,434
)


(3,013
)Non-deductible expenses


5,494



5,081



17,055Taxes for prior years


21,371



41,868



41,332Tax on divestitures


0



0



29,128Change in valuation allowance


4,168



3,627



(3,325
)Change of German tax rate


0



(4,257
)


0Other


18,444



9,767



(5,735
)Actual income tax expense

$
489,142


$
465,652


$
413,489Effective tax rate


36.6
%


38.5
%


42.8
%  F-35




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    2008


2007Deferred tax assets:Accounts receivable, primarily due to allowance for doubtful
    accounts

$
37,431


$
37,572Inventory, primarily due to additional costs capitalized for tax
    purposes, and inventory reserve accounts


35,029



42,301Plant, equipment, intangible assets and other non current
    assets, principally due to differences in depreciation and
    amortization


41,103



50,829Accrued expenses and other liabilities for financial accounting
    purposes, not currently tax deductible


305,898



320,518Net operating loss carryforwards, tax credit carryforwards and
    interest carryforwards


79,389



64,792Derivatives


67,800



22,260Stock-based compensation expense


17,405



11,213Other


10,679



11,497Total deferred tax assets

$
594,734


$
560,983Less: valuation allowance


(56,169
)


(51,326
)Net deferred tax assets

$
538,565


$
509,657Deferred tax liabilities:Accounts receivable

$
11,015


$
13,630Inventory, primarily due to inventory reserve accounts for tax
    purposes


4,615



6,306Accrued expenses and other liabilities deductible for tax prior
    to financial accounting recognition


50,229



15,134Plant, equipment and intangible assets, principally due to in
    depreciation an amortization


432,367



400,408Derivatives


11,830



14,636Other


66,532



20,587Total deferred tax liabilities


576,588



470,701Net deferred tax assets (liabilities)

$
(38,023
)

$
38,956       2009

$
27,3042010


4,6042011


9,1552012


19,5032013


17,8792014


9,6402015


13,4852016


13,6322017


12,1582018 and thereafter


30,477Without expiration date


95,984Total

$
253,821    F-36




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
                 F-37




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    2008


2007Unrecognized tax benefits (net of interest)Balance at January 1, 2008

$
354,050


$
302,552Increases in unrecognized tax benefits prior periods


24,074



29,236Decreases in unrecognized tax benefits prior periods


(36,334
)


(9,965
)Increases in unrecognized tax benefits current period


20,180



14,893Changes related to settlements with tax authorities


(2,042
)


(2,960
)Reductions as a result of a lapse of the statute of limitations






Foreign currency translation


19,399



20,294Balance at December 31, 2008

$
379,327


$
354,050       17.
    Operating
    Leases      2009

$
387,9962010


348,2082011


300,3872012


246,6072013


198,460Thereafter


638,944$
2,120,602   18.
    Legal
    Proceedings  Legal
    Proceedings
    Commercial
    Litigation
   F-38




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
        03-1431, and/or
 F-39




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    2007-2008),
      Other
    Litigation and Potential Exposures
  and/or
   F-40




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
             F-41




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
        Accrued
    Special Charge for Legal Matters
    19.
    Fair
    Value Measures  No. 157-2 (FSP 157-2)
    FSP 157-2,
 F-42




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    2008


2007Carrying





CarryingAmount


Fair Value


Amount


Fair ValueNon-derivativesAssetsCash and cash equivalents

$
221,584


$
221,584


$
244,690


$
244,690Receivables


2,176,316



2,176,316



2,026,865



2,026,865LiabilitiesAccounts payable


605,260



605,260



530,968



530,968Long term debt, excluding Euro and Senior Notes


3,641,697



3,641,697



3,302,840



3,302,840Trust Preferred Securities


640,696



626,241



1,333,782



1,364,188Euro Notes


278,340



276,154



294,420



292,466Senior Notes


492,456



465,625



491,569



496,035Derivatives(1)AssetsForeign exchange contracts


53,631



53,631



19,485



19,485Dollar interest rate hedges










62



62LiabilitiesForeign exchange contracts


(39,595
)


(39,595
)


(5,849
)


(5,849
)Dollar interest rate hedges


(148,946
)


(148,946
)


(40,797
)


(40,797
)Yen interest rate hedges


(9
)


(9
)


(32
)


(32
)     (1)
    
    As of December 31, 2008, the
    valuation of the Companys derivatives was determined using
    Significant Other Observable Inputs (Level 2) in accordance with
    the fair value hierarchy levels established in FAS 157.                 F-43




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    20.
    Market
    Risk      Foreign
    Exchange Risk Management
                 F-44




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    Interest
    Rate Risk Management
      Cash
    Flow Hedges of Variable Rate Debt
    Fair
    Value Hedges of Fixed Rate Debt
    21.
    Other
    Comprehensive Income (Loss)    Year ended December 31, 2008


Year ended December 31, 2007


Year ended December 31, 2006Tax








Tax








TaxPretax


Effect


Net


Pretax


Effect


Net


Pretax


Effect


NetOther comprehensive (loss) income relating to cash flow hedges:Changes in fair value of cash flow hedges during the period

$
(107,316
)

$
42,764


$
(64,552
)

$
(83,919
)

$
32,961


$
(50,958
)

$
25,513


$
(9,300
)

$
16,213Reclassification adjustments


(924
)


296



(628
)


(4,455
)


1,360



(3,095
)


3,280



(1,270
)


2,010Total other comprehensive (loss) income relating to cash flow
    hedges:


(108,240
)


43,060



(65,180
)


(88,374
)


34,321



(54,053
)


28,793



(10,570
)


18,223Foreign-currency translation adjustment


(171,063
)






(171,063
)


137,048







137,048



114,494







114,494Adjustments related to pension obligations


(28,551
)


12,632



(15,919
)


35,729



(12,430
)


23,299



8,074



(3,428
)


4,646Other comprehensive income (loss)

$
(307,854
)

$
55,692


$
(252,162
)

$
84,403


$
21,891


$
106,294


$
151,361


$
(13,998
)

$
137,363  F-45




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
  22.
    Business
    Segment Information      North





SegmentAmerica


International


Total


Corporate


Total2008Net revenue

$
7,005,401


$
3,606,270


$
10,611,671


$
652


$
10,612,323Inter-segment revenue


2,100



82,283



84,383



(84,383
)


Revenue


7,007,501



3,688,553



10,696,054



(83,731
)


10,612,323Depreciation and amortization


(238,300
)


(169,999
)


(408,299
)


(7,372
)


(415,671
)Operating Income


1,168,173



616,034



1,784,207



(111,775
)


1,672,432Segment assets


10,960,264



3,557,247



14,517,511



402,165



14,919,676Capital expenditures, acquisitions and
    investments(1)


497,612



358,930



856,542



107,287



963,8292007Net revenue

$
6,663,221


$
3,057,030


$
9,720,251


$
63


$
9,720,314Inter-segment revenue


516



77,492



78,008



(78,008
)


Revenue


6,663,737



3,134,522



9,798,259



(77,945
)


9,720,314Depreciation and amortization


(220,210
)


(140,968
)


(361,178
)


(2,151
)


(363,329
)Operating Income


1,129,801



544,214



1,674,015



(93,894
)


1,580,121Segment assets


10,586,316



3,330,955



13,917,271



252,994



14,170,265Capital expenditures, acquisitions and
    investments(2)


396,705



319,105



715,810



120,306



836,1162006Net revenue

$
6,025,314


$
2,473,724


$
8,499,038


$



$
8,499,038Inter-segment revenue


1,281



60,043



61,324



(61,324
)


Revenue


6,026,595



2,533,767



8,560,362



(61,324
)


8,499,038Depreciation and amortization


(186,826
)


(119,938
)


(306,764
)


(1,934
)


(308,698
)Operating Income


964,609



440,552



1,405,161



(87,034
)


1,318,127Segment assets


10,196,844



2,744,833



12,941,677



103,004



13,044,681Capital expenditures, acquisitions and
    investments(3)


4,599,276



174,870



4,774,146



137



4,774,283  F-46




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands, except share data)
    (1)
    
    North America and International
    acquisitions exclude $22,542 and $24,710, respectively, of
    non-cash acquisitions for 2008.(2)
    
    International and Corporate
    acquisitions exclude $9,964 and $83,812, respectively, of
    non-cash acquisitions for 2007.(3)
    
    North America and International
    acquisitions exclude $2,500 and $6,208 of non-cash acquisitions
    for 2006. North America acquisitions include $4,148,200 at
    December 31, 2006 of the total $4,157,619 purchase price of
    RCG.    North


Rest ofGermany


America


the World


Total2008Net revenue

$
350,995


$
7,005,401


$
3,255,927


$
10,612,323Long-lived assets


306,963



8,706,790



1,597,576



10,611,3292007Net revenue

$
308,603


$
6,663,221


$
2,748,490


$
9,720,314Long-lived assets


195,846



8,471,870



1,558,364



10,226,0802006Net revenue

$
288,047


$
6,025,314


$
2,185,677


$
8,499,038Long-lived assets


144,877



8,274,104



1,080,301



9,499,282   23.
    Supplementary
    Cash Flow Information    2008


2007


2006Supplementary cash flow information :Cash paid for interest

$
357,295


$
407,882


$
378,233Cash paid for income
    taxes(1)

$
343,224


$
349,058


$
423,514Cash inflow for income taxes from stock option exercises

$
7,132


$
8,177


$
7,428Supplemental disclosures of cash flow information :Details for acquisitions:Assets acquired

$
(129,711
)

$
(431,289
)

$
(4,784,713
)Liabilities assumed


9,858



47,779



348,898Minorities


(3,706
)


13,040



56,300Notes assumed in connection with acquisition


2,490



93,775



8,708Cash paid


(121,069
)


(276,695
)


(4,370,807
)Less cash acquired


714



18,818



63,525Net cash paid for acquisitions

$
(120,355
)

$
(257,877
)

$
(4,307,282
)     (1)
    
    net of tax refund  24.
    Supplemental
    Condensed Combining Information   F-47




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands)
      For the year ended December 31, 2008Issuer


GuarantorsFMC


FMC-AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalNet revenue

$



$



$
2,875,322


$



$
10,088,483


$
(2,351,482
)

$
10,612,323Cost of revenue










2,212,088







7,085,966



(2,314,579
)


6,983,475Gross profit










663,234







3,002,517



(36,903
)


3,628,848Operating expenses (income):Selling, general and administrative


93



49,245



208,299



(5,503
)


1,600,385



23,658



1,876,177Research and development










55,448







24,791







80,239Operating (loss) income


(93
)


(49,245
)


399,487



5,503



1,377,341



(60,561
)


1,672,432Other (income) expense:Interest, net


(721
)


13,597



14,565



79,688



260,600



(30,987
)


336,742Other, net






(945,938
)


255,501



(568,804
)






1,259,241



Income (loss) before income taxes and minority interest


628



883,096



129,421



494,619



1,116,741



(1,288,815
)


1,335,690Income tax expense (benefit)


185



65,489



114,279



(29,118
)


376,169



(37,862
)


489,142Income (loss) before minority interest


443



817,607



15,142



523,737



740,572



(1,250,953
)


846,548Minority interest






















28,941



28,941Net income (loss)

$
443


$
817,607


$
15,142


$
523,737


$
740,572


$
(1,279,894
)

$
817,607   F-48




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands)
  For the year ended December 31, 2007Issuer


GuarantorsFMC


FMC-AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalNet revenue

$



$



$
2,423,597


$



$
9,239,917


$
(1,943,200
)

$
9,720,314Cost of revenue










1,871,403







6,400,239



(1,907,123
)


6,364,519Gross profit










552,194







2,839,678



(36,077
)


3,355,795Operating expenses (income):Selling, general and administrative


37



104,449



181,283



(1,900
)


1,477,793



(52,512
)


1,709,150Research and development










45,047







21,476







66,523Operating (loss) income


(37
)


(104,449
)


325,864



1,900



1,340,409



16,435



1,580,122Other (income) expense:Interest, net


(358
)


18,536



15,257



188,644



192,335



(43,367
)


371,047Other, net






(893,558
)


196,415



(591,969
)






1,289,112



Income (loss) before income taxes and minority interest


321



770,573



114,192



405,225



1,148,074



(1,229,310
)


1,209,075Income tax expense (benefit)


94



53,443



123,247



(74,698
)


413,981



(50,415
)


465,652Income (loss) before minority interest


227



717,130



(9,055
)


479,923



734,093



(1,178,895
)


743,423Minority interest






















26,293



26,293Net income (loss)

$
227


$
717,130


$
(9,055
)

$
479,923


$
734,093


$
(1,205,188
)

$
717,130   For the year ended December 31, 2006GuarantorsFMC-AG &








Non-Guarantor


Combining


CombinedCo. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalNet revenue

$



$
1,750,605


$



$
8,242,843


$
(1,494,410
)

$
8,499,038Cost of revenue






1,297,157







5,804,814



(1,480,489
)


5,621,482Gross profit






453,448







2,438,029



(13,921
)


2,877,556Operating expenses (income):Selling, general and administrative


98,761



145,700



16,829



1,345,974



(58,895
)


1,548,369Gain on sale of legacy clinics














(40,233
)






(40,233
)Research and development






36,801







14,492







51,293Operating (loss) income


(98,761
)


270,947



(16,829
)


1,117,796



44,974



1,318,127Other (income) expense:Interest, net


23,228



13,108



186,988



126,338



1,584



351,246Other, net


(728,116
)


160,094



(448,408
)






1,016,430



Income (loss) before income taxes and minority interest


606,127



97,745



244,591



991,458



(973,040
)


966,881Income tax expense (benefit)


69,381



101,042



(81,527
)


379,268



(54,675
)


413,489Income (loss) before minority interest


536,746



(3,297
)


326,118



612,190



(918,365
)


553,392Minority interest


















16,646



16,646Net income (loss)

$
536,746


$
(3,297
)

$
326,118


$
612,190


$
(935,011
)

$
536,746  F-49




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands)
  At December 31, 2008Issuer


GuarantorsFMC


FMC-AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalCurrent assets:Cash and cash equivalents

$
23


$



$
44


$



$
221,003


$
514


$
221,584Trade accounts receivable, less allowance for doubtful accounts










182,421







1,993,779



116



2,176,316Accounts receivable from related parties


16,552



1,520,238



692,195



468,871



2,040,953



(4,563,284
)


175,525Inventories










182,223







614,879



(90,052
)


707,050Prepaid expenses and other current assets


1



82,188



28,794



50



496,393



(27
)


607,399Deferred taxes


















300,068



24,055



324,123Total current assets


16,576



1,602,426



1,085,677



468,921



5,667,075



(4,628,678
)


4,211,997Property, plant and equipment, net






272



176,148







2,141,714



(82,056
)


2,236,078Intangible assets






470



44,546







801,480







846,496Goodwill










3,389







7,306,521







7,309,910Deferred taxes






13,408



243







89,744



(10,590
)


92,805Other assets


492,456



6,511,354



1,207,785



8,305,121



(4,007,726
)


(12,286,600
)


222,390Total assets

$
509,032


$
8,127,930


$
2,517,788


$
8,774,042


$
11,998,808


$
(17,007,924
)

$
14,919,676Current liabilities:Accounts payable

$



$
752


$
28,714


$



$
336,551


$



$
366,017Accounts payable to related parties


1



1,229,275



621,598



1,460,218



1,466,838



(4,538,687
)


239,243Accrued expenses and other current liabilities


15,887



37,994



104,128



1,939



1,121,326



7,159



1,288,433Short-term borrowings






55,668











627,487







683,155Short-term borrowings from related parties


















111,232



(109,902
)


1,330Current portion of long-term debt and capital lease obligations






786







133,866



320,462







455,114Company-guaranteed debentures of subsidiaries - current portion


























Income tax payable


190



13,958











71,649



(3,329
)


82,468Deferred taxes






1,177



7,250







23,339



(3,114
)


28,652Total current liabilities


16,078



1,339,610



761,690



1,596,023



4,078,884



(4,647,873
)


3,144,412Long term debt and capital lease obligations, less current
    portion


492,456



635,904







1,519,843



4,661,820



(3,355,137
)


3,954,886Long term borrowings from related parties






4,388



223,332



492,456



697,047



(1,414,730
)


2,493Other liabilities






140,420



11,497







148,172



19,513



319,602Pension liabilities






3,030



107,152







26,573







136,755Income tax payable






42,296











86,420



43,031



171,747Deferred taxes


















395,375



30,924



426,299Company obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiary


















640,696







640,696Minority interest


















160,504







160,504Total liabilities


508,534



2,165,648



1,103,671



3,608,322



10,895,491



(9,324,272
)


8,957,394Shareholders equity:


498



5,962,282



1,414,117



5,165,720



1,103,317



(7,683,652
)


5,962,282Total liabilities and shareholders equity

$
509,032


$
8,127,930


$
2,517,788


$
8,774,042


$
11,998,808


$
(17,007,924
)

$
14,919,676  F-50




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands)
  At December 31, 2007Issuer


GuarantorsFMC


FMC-AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalCurrent assets:Cash and cash equivalents

$
44


$



$
45


$



$
244,601


$



$
244,690Trade accounts receivable, less allowance for doubtful accounts










158,052







1,868,813







2,026,865Accounts receivable from related parties


17,450



1,300,573



521,671



381,635



1,239,700



(3,361,403
)


99,626Inventories










165,186







554,171



(83,123
)


636,234Prepaid expenses and other current assets


1



30,404



16,828



50



508,859



(60,512
)


495,630Deferred taxes


















323,133



33,294



356,427Total current assets


17,495



1,330,977



861,782



381,685



4,739,277



(3,471,744
)


3,859,472Property, plant and equipment, net






296



145,156







1,983,968



(75,627
)


2,053,793Intangible assets






248



12,028







677,680







689,956Goodwill










3,585







7,242,004







7,245,589Deferred taxes










4,674







82,061



(3,120
)


83,615Other assets


491,569



6,194,201



1,233,386



8,021,199



(4,452,579
)


(11,249,936
)


237,840Total assets

$
509,064


$
7,525,722


$
2,260,611


$
8,402,884


$
10,272,411


$
(14,800,427
)

$
14,170,265Current liabilities:Accounts payable

$



$
542


$
22,821


$



$
306,556


$



$
329,919Accounts payable to related parties






408,156



366,443



987,111



1,824,901



(3,385,562
)


201,049Accrued expenses and other current liabilities


17,124



27,787



108,047



6,477



1,194,598



(2,020
)


1,352,013Short-term borrowings


















217,497







217,497Short-term borrowings from related parties






1,076,516











(965,997
)


(108,232
)


2,287Current portion of long-term debt and capital lease obligations






832



294



502,462



16,757



(435,529
)


84,816Company-guaranteed debentures of subsidiaries - current portion


















669,787







669,787Income tax payable


94



64,607











81,187



648



146,536Deferred taxes






526



5,074







21,049



(4,060
)


22,589Total current liabilities


17,218



1,578,966



502,679



1,496,050



3,366,335



(3,934,755
)


3,026,493Long term debt and capital lease obligations, less current
    portion


491,569



293,695



147



1,604,181



5,243,330



(3,632,329
)


4,000,593Long term borrowings from related parties






4,642



228,531



491,569



969,417



(1,690,739
)


3,420Other liabilities






24,346



11,309







142,167



15,782



193,604Pension liabilities






2,748



112,188







(3,584
)






111,352Income tax payable






44,739











18,049



48,492



111,280Deferred taxes






1,369











383,595



(6,467
)


378,497Company obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiary


















663,995







663,995Minority interest


















105,814







105,814Total liabilities


508,787



1,950,505



854,854



3,591,800



10,889,118



(9,200,016
)


8,595,048Shareholders equity:


277



5,575,217



1,405,757



4,811,084



(616,707
)


(5,600,411
)


5,575,217Total liabilities and shareholders equity

$
509,064


$
7,525,722


$
2,260,611


$
8,402,884


$
10,272,411


$
(14,800,427
)

$
14,170,265  F-51




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands)
  For the year ended December 31, 2008Issuer


GuarantorsFMC


FMC-AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalOperating Activities:Net income (loss)

$
443


$
817,607


$
15,142


$
523,737


$
740,572


$
(1,279,894
)

$
817,607Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Equity affiliate income






(462,412
)






(568,804
)






1,031,216



Depreciation and amortization






1,472



40,895



888



393,558



(21,142
)


415,671Change in minority interest


















17,175



42,380



59,555Change in deferred taxes, net






(7,951
)


3,169







97,726



40,103



133,047(Gain) Loss on sale of fixed assets and investments






(422
)


(55
)






(21,009
)


422



(21,064
)Write-up of
    loans from related parties






(17,727
)














17,727



Compensation expense related to stock options






31,879



















31,879Changes in assets and liabilities, net of amounts from
    businesses acquired:Trade accounts receivable, net










(34,889
)






(207,078
)






(241,967
)Inventories










(27,549
)






(82,328
)


15,765



(94,112
)Prepaid expenses and other current and non-current assets






(32,757
)


(25,384
)


(3,964
)


(47,331
)


8,173



(101,263
)Accounts receivable from / payable to related parties


899



(318,373
)


43,853



34,620



104,895



166,358



32,252Accounts payable, accrued expenses and other current and
    non-current liabilities


(1,237
)


1,140



22,438



(4,538
)


(38,463
)


3,620



(17,040
)Income tax payable


96



(49,994
)






(29,118
)


91,779



(10,930
)


1,833Net cash provided by (used in) operating activities


201



(37,538
)


37,620



(47,179
)


1,049,496



13,798



1,016,398Investing Activities:Purchases of property, plant and equipment






(186
)


(77,381
)






(646,396
)


36,607



(687,356
)Proceeds from sale of property, plant and equipment






16



1,348







12,482







13,846Disbursement of loans to related parties






(123,908
)


177



164,746







(41,015
)


Acquisitions and investments, net of cash acquired, and net
    purchases of intangible assets






(36,148
)


(39,721
)






(186,477
)


(14,127
)


(276,473
)Proceeds from divestitures


















58,582







58,582Net cash (used in) provided by investing activities






(160,226
)


(115,577
)


164,746



(761,809
)


(18,535
)


(891,401
)Financing Activities:Short-term borrowings, net






36,847



78,179







(123,064
)






(8,038
)Long-term debt and capital lease obligations, net






366,231



(221
)


(117,567
)


(644,378
)


41,015



(354,920
)Increase (decrease) of accounts receivable securitization program


















454,000







454,000Proceeds from exercise of stock options






36,755











7,132







43,887Dividends paid


(222
)


(252,395
)










163



59



(252,395
)Capital increase (decrease)


















35,873



(35,873
)


Distributions to minority interest


















(38,592
)






(38,592
)Net cash (used in) provided by financing activities


(222
)


187,438



77,958



(117,567
)


(308,866
)


5,201



(156,058
)Effect of exchange rate changes on cash and cash equivalents






10,326



(2
)






(2,419
)


50



7,955Cash and Cash Equivalents:Net (decrease) increase in cash and cash equivalents


(21
)






(1
)






(23,598
)


514



(23,106
)Cash and cash equivalents at beginning of period


44







45







244,601







244,690Cash and cash equivalents at end of period

$
23


$



$
44


$



$
221,003


$
514


$
221,584  F-52




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands)
  For the year ended December 31, 2007Issuer


GuarantorsFMC


FMC-AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalOperating Activities:Net income (loss)

$
227


$
717,130


$
(9,055
)

$
479,923


$
734,093


$
(1,205,188
)

$
717,130Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Equity affiliate income






(559,674
)






(591,969
)






1,151,643



Depreciation and amortization






2,025



33,620







344,844



(17,159
)


363,330Change in minority interest


















5,057



38,180



43,237Change in deferred taxes, net






(14,012
)


396







21,821



(7,028
)


1,177(Gain) Loss on sale of fixed assets and investments






(303
)


776







3,527



(384
)


3,616Write-up of
    loans from related parties






17,390















(17,390
)


Compensation expense related to stock options






24,208



















24,208Changes in assets and liabilities, net of amounts from
    businesses acquired:Trade accounts receivable, net










(18,536
)






(44,199
)






(62,735
)Inventories










(13,322
)






(72,294
)


12,791



(72,825
)Prepaid expenses and other current and non-current assets


49



(7,907
)


13,690



8,588



(5,463
)


(20,637
)


(11,680
)Accounts receivable from/payable to related parties


(17,450
)


(77,549
)


(53,019
)


55,923



82,296



(12,466
)


(22,265
)Accounts payable, accrued expenses and other current and
    non-current liabilities


17,124



15,247



17,312



(1,973
)


74,258



(8,008
)


113,960Income tax payable


94



38,393







(74,698
)


99,923



38,709



102,421Net cash provided by (used in) operating activities


44



154,948



(28,138
)


(124,206
)


1,243,863



(46,937
)


1,199,574Investing Activities:Purchases of property, plant and equipment






(217
)


(62,954
)






(541,701
)


32,151



(572,721
)Proceeds from sale of property, plant and equipment






4



1,153







28,511







29,668Disbursement of loans to related parties






3,435



155



120,437



(9,527
)


(114,500
)


Acquisitions and investments, net of cash acquired, and net
    purchases of intangible assets






35,377



(1,015
)






(261,738
)


(36,019
)


(263,395
)Proceeds from divestitures


















29,495







29,495Net cash provided by (used in) investing activities






38,599



(62,661
)


120,437



(754,960
)


(118,368
)


(776,953
)Financing Activities:Short-term borrowings, net






(3,015
)


91,080







(101,380
)






(13,315
)Long-term debt and capital lease obligations, net






(38,916
)


(274
)


11,897



(56,958
)


114,500



30,249(Decrease) increase of accounts receivable securitization program


















(181,000
)






(181,000
)Proceeds from exercise of stock options






38,757











8,177







46,934Cash paid for repurchase preferred stock














(7,660
)










(7,660
)Dividends paid






(188,407
)










(12,671
)


12,671



(188,407
)Capital (decrease) increase


















(36,018
)


36,018



Distributions to minority interest














(468
)


(27,001
)






(27,469
)Net cash (used in) provided by financing activities






(191,581
)


90,806



3,769



(406,851
)


163,189



(340,668
)Effect of exchange rate changes on cash and cash equivalents






(1,988
)


4







3,595



2,116



3,727Cash and Cash Equivalents:Net increase (decrease) in cash and cash equivalents


44



(22
)


11







85,647







85,680Cash and cash equivalents at beginning of period






22



34







158,954







159,010Cash and cash equivalents at end of period

$
44


$



$
45


$



$
244,601


$



$
244,690   F-53




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in
    thousands)
  For the year ended December 31, 2006GuarantorsFMC-AG &








Non-Guarantor


Combining


CombinedCo. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalOperating Activities:Net income (loss)

$
536,746


$
(3,297
)

$
326,118


$
612,190


$
(935,011
)

$
536,746Adjustments to reconcile net income to cash andcash equivalents provided by (used in) operating activities:Equity affiliate income


(451,099
)






(448,408
)






899,507



Settlement of shareholder proceedings


















(888
)


(888
)Depreciation and amortization


1,934



30,715







290,425



(14,376
)


308,698Change in minority interest


















24,333



24,333Change in deferred taxes, net


(14,072
)


(14
)






32,927



(7,937
)


10,904Loss (gain) on investments


24,660















(24,660
)


Write-up of
    loans from related parties


(1,695
)














1,695



Loss on sale of fixed assets and investments














5,742







5,742Compensation expense related to stock options


16,610



















16,610Cash inflow from hedging


10,908



















10,908Changes in assets and liabilities, net of amounts from
    businesses acquired:Trade accounts receivable, net






(9,094
)






(22,182
)






(31,276
)Inventories






(4,210
)






(44,067
)


5,724



(42,553
)Prepaid expenses and other current and non-current assets


10,123



(4,566
)


28,936



(15,204
)


(40,918
)


(21,629
)Accounts receivable from/ payable to related parties


3,993



106,552



40,739



(192,257
)


36,098



(4,875
)Accounts payable, accrued expenses and other current and
    non-current liabilities


(8,113
)


8,726



7,675



157,286



17,303



182,877Income tax payable


22,585







(81,527
)


24,568



10,124



(24,250
)Tax payments related to divestitures and acquisitions














(63,517
)






(63,517
)Net cash provided by (used in) operating activities


152,580



124,812



(126,467
)


785,911



(29,006
)


907,830Investing Activities:Purchases of property, plant and equipment


(130
)


(29,005
)






(452,693
)


18,735



(463,093
)Proceeds from sale of property, plant and equipment






395







17,071







17,466Disbursement of loans to related parties


(361,156
)


134



(2,879,204
)






3,240,226



Acquisitions and investments, net of cash acquired, and net
    purchases of intangible assets


(21,832
)


(3,055
)






(4,316,607
)


30,304



(4,311,190
)Proceeds from divestitures














515,705







515,705Net cash (used in) provided by investing activities


(383,118
)


(31,531
)


(2,879,204
)


(4,236,524
)


3,289,265



(4,241,112
)Financing activities:Short-term borrowings, net


(17,239
)


(92,397
)






94,899







(14,737
)Long-term debt and capital lease obligations, net


27,769



(879
)


1,756,191



4,490,710



(3,240,226
)


3,033,565Increase (decrease) of accounts receivable securitization program














172,000







172,000Proceeds from exercise of stock options


46,528











7,424







53,952Proceeds from conversion of preference shares into ordinary
    shares


306,759



















306,759Dividends paid


(153,720
)










(4,184
)


4,184



(153,720
)Capital increase










1,250,000



(1,226,202
)


(23,798
)


Change in minority interest










(520
)


(14,610
)






(15,130
)Net cash provided by (used in) financing activities


210,097



(93,276
)


3,005,671



3,520,037



(3,259,840
)


3,382,689Effect of exchange rate changes on cash and cash equivalents


20,459



3







4,483



(419
)


24,526Cash and Cash Equivalents:Net increase (decrease) in cash and cash equivalents


18



8







73,907







73,933Cash and cash equivalents at beginning of period


1



26







85,050







85,077Cash and cash equivalents at end of period


19


$
34


$



$
158,957


$



$
159,010  F-54




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  Financial
    Statement Schedule
 (in
    thousands)
  Development
    of allowance for doubtful accounts
  2008


2007


2006Allowance for doubtful accounts as of January 1

$
247,800


$
207,293


$
176,568Change in valuation allowances as recorded in the consolidated
    statements of income


213,586



201,998



177,285Write-offs and recoveries of amounts previously written-off


(192,626
)


(167,519
)


(151,400
)Foreign currency translation


(5,924
)


6,028



4,840Allowance for doubtful accounts as of December 31

$
262,836


$
247,800


$
207,293  S-1