##### 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,
    2010oro

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, +49 6172 608 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
 5.50% Senior Notes due 2016
      Yes þ          No o
   Yes o          No þ
     Yes þ          No o
  Regulation S-T
 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


11Item  4A.



N/A


Unresolved Staff Comments


48Item  5.






Operating and Financial Review and Prospects


48Item  6.






Directors, Senior Management and Employees


68Item  7.






Major Shareholders and Related Party
    Transactions


84Item  8.






Financial Information


88Item  9.






The Offer and Listing Details


89Item 10.






Additional Information


91Item 11.






Quantitative and Qualitative Disclosures About
    Market Risk


104Item 12.






Description of Securities other than Equity
    Securities


107PART IIItem 13.



N/A


Defaults, Dividend Arrearages and
    Delinquencies


109Item 14.






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


109Item 15A.






Disclosure Controls and Procedures


109Item 15B.






Managements annual report on internal
    control over financial reporting


109Item 15C.






Attestation report of the registered public
    accounting firm


110Item 16A.






Audit Committee Financial Expert


110Item 16B.






Code of Ethics


110Item 16C.






Principal Accountant Fees and Services


110Item 16D.



N/A


Exemptions from the Listing Standards for Audit
    Committees


111Item 16E.






Purchase of Equity Securities by the Issuer and
    Affiliated Purchaser


111Item 16F.



N/A


Change in Registrants Certifying
    Accountant


111Item 16G.






Corporate Governance


111PART IIIItem 17.



N/A


Financial Statements


118Item 18.






Financial Statements


118Item 19.






Exhibits


118Exhibit 2.20Exhibit 2.22Exhibit 2.31Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 14.1




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Certain
    Defined Terms
    Forward-looking
    Statements
      
    changes in governmental and commercial insurer reimbursement for
    our products and services, including the mandated change in the
    United States beginning in 2011 to an expanded
    bundled Medicare reimbursement system for dialysis
    services;
    reductions in erythropoietin, or EPO, utilization or EPO
    reimbursement, changes in utilization patterns for other
    pharmaceuticals, and increases in our costs of purchasing
    pharmaceuticals;
    the outcome of ongoing government investigations;
    the influence of private insurers and managed care organizations;
    the impact of recently enacted and possible future health care
    reforms;
    product liability risks;
    the outcome of ongoing potentially material litigation;
    risks relating to the integration of acquisitions and our
    dependence on additional acquisitions;
    the impact of currency fluctuations;
    introduction of generic or new pharmaceuticals that compete with
    our pharmaceutical products; and
    changes in raw material and energy costs. 1




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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  A.
    Selected
    Financial Data    2010


2009


2008


2007


2006(in millions except share and per share amounts)Statement of Operations Data:Net revenues

$
12,053


$
11,247


$
10,612


$
9,720


$
8,499Cost of revenues


7,908



7,415



6,983



6,364



5,621Gross profit


4,145



3,832



3,629



3,356



2,878Selling, general and administrative


2,124



1,982



1,877



1,709



1,549Gain on sale of dialysis clinics


















(40
)Research and development


97



94



80



67



51Operating income


1,924



1,756



1,672



1,580



1,318Interest expense, net


280



300



336



371



351Income before income taxes


1,644



1,456



1,336



1,209



967Net income attributable to FMC-AG & Co. KGaA

$
979


$
891


$
818


$
717


$
537Weighted average ordinary shares outstanding


296,808,978



294,418,795



293,233,477



291,929,141



290,621,904Basic earnings per Ordinary share and Ordinary ADS

$
3.25


$
2.99


$
2.75


$
2.43


$
1.82Fully diluted earnings per Ordinary share and Ordinary ADS


3.24



2.99



2.75



2.42



1.81Basic earnings per Preference share and Preference ADS


3.28



3.02



2.78



2.45



1.85Fully diluted earnings per Preference share and Preference ADS


3.27



3.02



2.78



2.44



1.84Dividends declared and paid per Ordinary share
    ()(a)


0.61



0.58



0.54



0.47



0.41Dividends declared and paid per Preference share
    ()(a)


0.63



0.60



0.56



0.49



0.43Dividends declared and paid per Ordinary share
    ($)(a)


0.77



0.78



0.85



0.64



0.52Dividends declared and paid per Preference share
    ($)(a)


0.79



0.81



0.88



0.67



0.55Balance Sheet Data at December 31:Working capital

$
1,363


$
2,118


$
1,068


$
833


$
1,036Total assets


17,095



15,821



14,920



14,170



13,045Total long-term debt (excluding current portion)


4,310



5,084



4,598



4,668



5,083Shareholders equity


7,524



6,798



5,961



5,567



4,864Capital Stock  Preference shares  Nominal
    Value


4



4



4



4



4Capital Stock  Ordinary shares  Nominal
    Value


369



366



363



361



360     (a)
    Amounts shown for each year from 2010 to 2006 represent
    dividends declared and 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 2010 of 0.65 per Ordinary
    share and 0.67 per Preference share. These dividends are
    subject to approval by our shareholders at our Annual General
    Meeting to be held on May 12, 2011.  non-U.S. dollar
 3




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D.
    Risk
    Factors    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;
    product advertising and other promotion; 4




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
    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.           5




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If our
    joint ventures violate the law, our business could be adversely
    affected.
    Proposals
    for health care reform, or relating to regulatory approvals,
    could decrease our revenues and operating profit.
       6




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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.
       7




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Our
    growth depends, in part, on our ability to continue to make
    acquisitions.
      We
    face specific risks from international operations.
    
    the economic situation in developing or other 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 increase their payment
    cycles, with resulting adverse effects on our cash flow;
    some countries could impose additional or higher taxes or
    restrict the import of our products; and
    we could fail to receive or could lose 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.
   8




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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 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.
     9




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Diverging
    views of fiscal authorities could require us to make additional
    tax payments.
    Risks
    Relating to our Securities
  Our
    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.
    Because
    we are not organized under U.S. law, we are subject to certain
    less detailed disclosure requirements under U.S. federal
    securities laws.
   10




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Item 4.
    Information
    on the Company  A.
    History
    and Development of the Company  General
  Kommanditgesellschaft auf 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.    Aktiengesellschaft Kommanditgesellschaft auf Aktien
 11




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three-for-one
  Capital
    Expenditures
    Actual2010


2009


2008(in millions)Capital expenditures for property, plant and equipmentNorth America

$
288


$
299


$
385International


235



275



302Total Capital Expenditures

$
523


$
574


$
687Acquisitions and InvestmentsNorth America

$
359


$
124


$
135International


406



68



82Corporate


157







107Total Acquisitions and Investments

$
922


$
192


$
324     B.
    Business
    Overview  Our
    Business
   12




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2010


2009


2008(in millions)North AmericaDialysis Care

$
7,303


$
6,794


$
6,247Dialysis Products


827



818



7588,130



7,612



7,005InternationalDialysis Care


1,767



1,556



1,490Dialysis Products


2,156



2,079



2,1173,923



3,635



3,607   Renal
    Industry Overview
        End-Stage
    Renal Disease
     13




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
    increased general life expectancy and the overall aging of the
    general 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.
     14




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Peritoneal Dialysis.
  Our
    Strategy and Competitive Strengths
  Growth
    Objectives
    Annual Progress2005

2006

2007

2008

2009

2010Revenue ($ million)

$
6,772


$
8,499


$
9,720


$
10,612


$
11,247


$
12,053Annual revenue growth


8%



25%



12%



8%



9%



7%Share of dialysis market*


13%



16%



16%



16%



17%



18%Market volume* ($ in billion)

$
~52.5


$
~55


$
~61.5


$
~65


$
~65


$
~69Annual net income attributable to FMC-AG & Co. KGaA
    growth percentage**


17%



24%



25%



14%



9%



10%Compound Annual Growth (Basis 2003)


19%



21%



21%



20%



18%



17%     *
    Company estimates**
    2005 excluding one-time effects, 2006 excluding one-time effects
    and impact of FAS 123(R) and 2007 excluding one-time effects    Annual revenue growth*

6-8%Annual average interest rate

6.0-6.5%Net income attributable to FMC AG & Co. KGaA (growth
    in %)

High single to low double digitsEarnings per share (growth in %)

High single to low double digitsCash flow from operations**

> 10%Capital expenditures and acquisitions**

> 7%     *
    in constant currency**
    As a percent of revenue. 15




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Growth
    Paths
    Path 1:
    Organic Growth
  ® 100-120
    Path 2:
    Acquisitions
    10-year
  Path 3:
    Horizontal Expansion
  ® ® ®
 16




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Path 4:
    Home Therapies
      Our
    Competitive Strengths
    Our
    Leading Market Position
    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
   17




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Our
    Complete Dialysis Product Lines with Recurring Disposable
    Products Revenue Streams
    Our
    Worldwide Manufacturing Facilities
  state-of-the-art
  Dialysis
    Care
  Dialysis
    Services
      
    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.    day-to-day
   18




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follow-up
        Non-U.S.)
  Fresenius
    UltraCare®

    Program
  ® state-of-the ® ® tm ® ® at Home tm
  Laboratory
    Services
   19




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Acquisitions
    and Investments
  day-to-day and/or
  2-Acquisitions
  Quality
    Assurance and Quality Management in Dialysis Care
           20




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Sources
    of U.S. Dialysis Care Net Revenue
    Year Ended December 31,2010


2009


2008Medicare ESRD program


49.4
%


50.0
%


53.2
%Private / alternative payors


42.3
%


41.1
%


37.4
%Medicaid and other government sources


3.4
%


3.6
%


3.8
%Hospitals


4.9
%


5.3
%


5.6
%Total


100.0
%


100.0
%


100.0
%     Patient,
    Physician and Other Relationships
        Competition
  Dialysis Services. non-U.S. dialysis
 21




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Laboratory Services.
  Dialysis
    Products
      
    HD machines and PD cyclers
    Dialyzers, our largest product group
    PD solutions in flexible bags
    HD concentrates, solutions and granulates
    Bloodlines
    Systems for water treatment  ® ®
   22




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Overview
    Year Ended December 31,2010


2009


2008Total





Total





TotalProduct


% of


Product


% of


Product


% ofRevenues


Total


Revenues


Total


Revenues


Total(in millions)Hemodialysis Products

$
2,348



79


$
2,263



78


$
2,292



80Peritoneal Dialysis Products


329



11



320



11



346



12Other


306



10



314



11



237



8Total

$
2,983



100


$
2,897



100


$
2,875



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;
    Sophisticated microprocessor controls, touchscreen interfaces,
    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; 23




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
    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;
    Online 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
    CAPD Therapy:
  
    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. 24




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
    Optimal biocompatibility.  Our PD balance and
    bicaVera®

    solutions are pH neutral and have very low glucose degradation
    products providing greater protection for the peritoneal
    membrane and allowing for the protection of the residual renal
    function of the PD patients.
    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.  APD Therapy:
  
    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. The sleepsafe machine allows for innovative and
    simple ways of individualizing APD prescriptions to achieve
    better treatment results. One of these is Adapted APD therapy in
    which, by using the same treatment volume and total treatment
    time but changing the profile of the cycles, better clearance
    and ultrafiltration are achieved.
    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
    IQ®

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

    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
  ® ® ® ® tm ®
   25




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® ® ® ®
  ® ®
    Customers,
    Marketing, Distribution and Service
        day-to-day
 26




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Manufacturing
    Operations
  state-of-the-art
  and/or
       27




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Environmental
    Management
        site-by-site e-con
    Sources
    of Supply
      New
    Product Introductions
   28




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Patents
    and Licenses
  plus ® ®
    ®
      ®
    Trademarks
    Competition
   29




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Risk
    Management
            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; 30




---



##### Table of Contents




    a non-appealable finding of material violations of
    U.S. healthcare laws; and
    changes resulting from healthcare reform or other government
    actions that reduce reimbursement or reduce or eliminate
    coverage for particular services we provide.      Product
    Regulation
  U.S.
     31




---



##### Table of Contents



® ®
  International
    (Including Germany and Other Non-U.S)
    Drugs. ®
   32




---



##### Table of Contents



EU-good
  (PIC/S)
  Medical Devices.
     33




---



##### Table of Contents



Environmental
    Regulation
        Facilities
    and Operational Regulation
  U.S.
   34




---



##### Table of Contents



follow-up,
    International
    (Including Germany and Other
    Non-U.S.)
       35




---



##### Table of Contents



Reimbursement
        U.S.
  Dialysis Services.
           36




---



##### Table of Contents



and/or
  Medicaid Rebate Program and Other Government Drug Pricing
    Program Requirements. and/or e.g.
  ® ®
   37




---



##### Table of Contents



® i.e ® ® No. 081-0146). ® ®
    Laboratory Tests.
        Erythropoietin stimulating agents. ® ®
        
    future changes in the ESA reimbursement methodology
    and/or rate;
    a material reduction in the typical dosage per administration;
    increases in the cost of ESAs without offsetting increases in
    the ESRD PPS reimbursement rate; or
    reduction by the manufacturer of ESAs of the amount of overfill
    in the ESA vials.  ESRD Prospective Payment System.
 38




---



##### 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.)
   39




---



##### Table of Contents



fee-for-service
  country-to-country.
    country-to-country
  fee-for-service
 40




---



##### 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
     41




---



##### Table of Contents



False
    Claims Act and Related Criminal Provisions
  15-30%
  The
    Health Insurance Portability and Accountability Act of 1996
    (HIPAA)
           42




---



##### Table of Contents



Civil
    Monetary Penalties Law
    Stark
    Law
    ® ®
   43




---



##### Table of Contents



Other
    Fraud and Abuse Laws
    Healthcare
    Reform
       44




---



##### Table of Contents



C.
    Organizational
    Structure    
  D.
    Property,
    plant and equipment  Property
    CurrentlyOwned orFloor Area

Leased by(Approximate

Fresenius

LeaseLocation

Square Meters)

Medical Care

Expiration

UseBad Homburg, Germany


18,300


leased

December 2016

Corporate headquarters and administrationBad Homburg, Germany


4,556


leased

December 2011

Administration Building FMC GmbH Central EuropeSt. Wendel, Germany


58,767


leased

December 2016

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


30,000


leased

December 2023

Central distribution Europe, Asia Pacific and Latin AmericaSchweinfurt, Germany


38,100


leased

December 2016

Manufacture of hemodialysis machines and peritoneal dialysis
    cyclers; research and development 45




---



##### Table of Contents



CurrentlyOwned orFloor Area

Leased by(Approximate

Fresenius

LeaseLocation

Square Meters)

Medical Care

Expiration

UseBad Homburg (OE), Germany


10,304


leased

December 2016

Manufacture of hemodialysis concentrate solutions / Technical
    Services / Logistics servicesStollberg, Germany


3,600


leased

July 2028

Manufacture of sub-assemblies for hemodialysis machinesPalazzo Pignano, Italy


19,990


owned



Manufacture of bloodlines and tubing, OfficeLArbresle, France


13,524


owned



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


5,110


leased

June 2025

Manufacture of hemodialysis concentrate solutionsVrsac, Serbia


3,331


owned



Production area, laboratory, maintenance, administration,
    logisticsBarcelona, Spain


2,000


owned



Manufacture of hemodialysis concentrate solutionsAntalya, Turkey


12,031


leased

December 2037

Manufacture of bloodlinesCasablanca, Morocco


2,823


owned



Manufacture of hemodialysis concentrate solutionsGuadalajara, México


26,984


owned



Manufacture of peritoneal dialysis bagsBuenos Aires, Argentina


20,000


owned



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


8,615


owned



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


5,430


leased

October 2011

Warehouse and Technical Service OfficeRio de Janeiro, Brazil


2,185


leased

July 2011

Head OfficeBogotá, Colombia


18,947


owned



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


3,562


leased

February 2011

Head Office and WarehouseHong Kong


1,770


leased

February 2012

WarehouseSuzhou, China (Changshu Plant)


25,168


owned



Manufacture of hemodialysis bloodline sets / AV Fistula setSmithfield NSW, Australia


5,350


owned



Manufacture of hemodialysis concentrate & WarehouseScoresby, Australia


6,263


leased

December 2019

VIC Warehouse / Seating & Packs / ProductionAuckland, New Zealand


2,170


leased

May 2030

Warehouse/OfficeSelangor, Malaysia


3,149


leased

May 2012

Administration / WarehouseYongin, South Korea


1,650


leased

June 2011

WarehouseSeoul, South Korea


1,905


leased

January 2012

AdministrationSooncheon, South Korea


5,112


owned



ClinicOita, Japan (Inukai Plant)


3,065


owned



Manufacture of polysulfone filtersFukuoka, Japan (Buzen Plant)


37,092


owned



Manufacture of peritoneal dialysis bags and dialyzers 46




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##### Table of Contents



CurrentlyOwned orFloor Area

Leased by(Approximate

Fresenius

LeaseLocation

Square Meters)

Medical Care

Expiration

UseFukuoka, Japan (Buzen Plant) - Site Area for future expansion


27,943


owned



Manufacture of peritoneal dialysis bags and dialyzersSaga, Japan


3,306


leased

July 2011

WarehouseIbaragi, Japan


7,111


leased

August 2013

ClinicWaltham, Massachusetts


25,588


leased

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

North American corporate headquartersLexington, Massachusetts


6,425


leased

April 2017

IT headquarters and administration -North AmericaNashville, Tennessee


4,487


leased

August 2012

IT  administration / payroll administrationWalnut Creek, California


7,897


leased

June 2012 with 5 year renewal option

Manufacture of hemodialysis machines and peritonealPittsburg, California


7,135


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

year-to-year lease

WarehouseOregon, Ohio


13,934


leased

April 2019

Manufacture of liquid hemodialysis concentrate solutionsLivingston, California


7,885


leased

December 2011 with 5-year renewal option

Manufacture of liquid hemodialysis concentrates and resupplyMilpitas, California


8,670


leased

December 2015 with 5-year renewal option

Clinical laboratory testingRockleigh, New Jersey


9,812


leased

May 2012

Clinical laboratory testingIrving, Texas


8,374


leased

February 2014

Manufacture of liquid hemodialysis solutionReynosa, Mexico


13,936


leased

June 2013

Manufacture of bloodlinesReynosa, Mexico


7,079


leased

June 2013

WarehouseReynosa, Mexico


4,645


owned



WarehouseLachine, Canada


3,601


leased

March 2011

WarehouseMontreal, Canada


4,036


leased

September 2020

WarehouseRichmond, Canada


2,286


leased

April 2014

WarehouseRichmond Hill, Canada


5,948


leased

November 2016

Warehouse and  administrative officesWarrendale, Pennsylvania


2,366


leased

April 2013

RSI administration and research facilityOklahoma City, OK


3,665


leased

October 2015

Manufacture of sorbent cartridges      47




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##### Table of Contents



Item 4A.
    Unresolved
    Staff Comments    Item 5.
    Operating
    and Financial Review and Prospects      Critical
    Accounting Policies
    Recoverability
    of Goodwill and Intangible Assets
  non-amortizable
  , non-amortizable
      and/or and/or
 48




---



##### Table of Contents



Legal
    Contingencies
        Accounts
    Receivable and Allowance for Doubtful Accounts
             49




---



##### Table of Contents



At December 31, 2010overdue


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

$
372


$
85


$
41


$
28


$
20


$
546



21U.S. Commercial Payors


270



152



48



39



22



531



21U.S. Hospitals


88



28



3



2



3



124



5Self-Pay of U.S. patients






3



3



1







7



Other North America


1



1















2



International product customers and dialysis payors


777



227



116



112



131



1,363



53Total

$
1,508


$
496


$
211


$
182


$
176


$
2,573



100   At December 31, 2009overdue


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

$
287


$
74


$
32


$
22


$
22


$
437



19U.S. Commercial Payors


256



140



52



40



30



518



23U.S. Hospitals


88



19



3



2



2



114



5Self-Pay of U.S. patients


2



6



6



3



1



18



1Other North America


2



1















3



International product customers and dialysis payors


699



232



106



86



73



1,196



52Total

$
1,334


$
472


$
199


$
153


$
128


$
2,286



100  50




---



##### Table of Contents



Self-Insurance
    Programs
    Financial
    Condition and Results of Operations
  Overview
    pre-MMA
  25 75
   51




---



##### Table of Contents



pay-for-performance
           52




---



##### Table of Contents



A.
    Results
    of Operations    2010


2009


2008(in millions)Total revenueNorth America

$
8,135


$
7,615


$
7,007International


4,012



3,713



3,688Corporate










1Totals


12,147



11,328



10,696Inter-segment revenueNorth America


5



3



2International


89



78



82Totals


94



81



84Total net revenueNorth America


8,130



7,612



7,005International


3,923



3,635



3,606Corporate










1Totals


12,053



11,247



10,612Amortization and depreciationNorth America


287



265



238International


207



183



171Corporate


9



9



7Totals


503



457



416Operating incomeNorth America


1,386



1,250



1,168International


678



637



616Corporate


(140
)


(131
)


(112
)Totals


1,924



1,756



1,672Interest income


25



21



25Interest expense


(305
)


(321
)


(361
)Income tax expense


(578
)


(491
)


(476
)Net Income


1,066



965



860Less: Net Income attributable to Noncontrolling interests


87



74



42Net Income attributable to FMC-AG & Co. KGaA

$
979


$
891


$
818  53




---



##### Table of Contents



Year
    ended December 31, 2010 compared to year ended
    December 31, 2009
  Highlights
        Consolidated
    Financials
  Key
    Indicators for Consolidated Financials
  Change in %at constant2010


2009


as reported


exchange ratesNumber of treatments


31,670,702



29,425,758



8
%Same market treatment growth in %


4.6
%


4.1
%Revenue in $ million


12,053



11,247



7
%


7
%Gross profit in % of revenue


34.4
%


34.1
%Selling, general and administrative costs in % of revenue


17.6
%


17.6
%Net income attributable to FMC-AG & Co. KGaA in
    $ million


979



891



10
%                54




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##### Table of Contents



North
    America Segment
  Key
    Indicators for North America Segment
  2010


2009


Change in %Number of treatments


20,850,242



19,867,465



5
%Same market treatment growth in %


4.3
%


3.5
%Revenue in $ million


8,130



7,612



7
%Depreciation and amortization in $ million


287



265



8
%Operating income in $ million


1,386



1,250



11
%Operating income margin in %


17.0
%


16.4
%   Revenue
     55




---



##### Table of Contents



Operating
    Income
    International
    Segment
  Key
    Indicators for International Segment
  Change in %at constant2010


2009


as reported


exchange ratesNumber of treatments


10,820,460



9,558,293



13
%Same market treatment growth in %


5.1
%


5.3
%Revenue in $ million


3,923



3,635



8
%


8
%Depreciation and amortization in $ million


207



183



13
%Operating income in $ million


678



637



6
%Operating income margin in %


17.3
%


17.5
%   Revenue
           56




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##### Table of Contents



Operating
    Income
    Year
    ended December 31, 2009 compared to year ended
    December 31, 2008
  Highlights
        Consolidated
    Financials
  Key
    Indicators for Consolidated Financials
  Change in %at constant2009


2008


as reported


exchange ratesNumber of treatments


29,425,758



27,866,573



6
%Same market treatment growth in %


4.1
%


4.5
%Revenue in $ million


11,247



10,612



6
%


9
%Gross profit in % of revenue


34.1
%


34.2
%Selling, general and administrative costs in % of revenue


17.6
%


17.7
%Net income attributable to FMC-AG & Co. KGaA
    in $ million


891



818



9
%           ®
   57




---



##### Table of Contents



®
                  North
    America Segment
  Key
    Indicators for North America Segment
  2009


2008


Change in %Number of treatments


19,867,465



19,146,084



4
%Same market treatment growth in %


3.5
%


2.9
%Revenue in $ million


7,612



7,005



9
%Depreciation and amortization in $ million


265



238



11
%Operating income in $ million


1,250



1,168



7
%Operating income margin in %


16.4
%


16.7
%   Revenue
   58




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##### Table of Contents



® ®
  Operating
    Income
  ®
  International
    Segment
  Key
    Indicators for International Segment
  Change in %at constant2009


2008


as reported


exchange ratesNumber of treatments


9,558,293



8,720,489



10
%Same market treatment growth in %


5.3
%


8.6
%Revenue in $ million


3,635



3,606



1
%


9
%Depreciation and amortization in $ million


183



171



8
%Operating income in $ million


637



616



3
%Operating income margin in %


17.5
%


17.1
%   Revenue
         59




---



##### Table of Contents



Operating
    Income
    B.
    Liquidity
    and Capital Resources      Operations
         60




---



##### Table of Contents



December 31,


December 31,2010


2009North America days sales outstanding


54



52International days sales outstanding


116



110FMC AG & Co. KGaA average days sales outstanding


76



72              61




---



##### Table of Contents



Investing
          Financing
     62




---



##### Table of Contents



Available Sources of Liquidity




Expiration per period ofin millions

Total


1 Year


2-5 YearsAccounts receivable
    facility(a)

$
190


$
190


$
Amended 2006 Senior Credit Agreement


997







997Other Unused Lines of Credit


234



234



$
1,421


$
424


$
997     (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

$
650


$
650


$



$
Long Term
    Debt(a)(b)


5,142



435



3,770



937Capital Lease Obligations


16



5



8



3Operating Leases


2,796



490



1,396



910Unconditional Purchase Obligations


2,164



374



1,071



719Other Long-term Obligations


33



24



9



Letters of Credit


122







122



$
10,923


$
1,978


$
6,376


$
2,569     (a)
    Includes expected interest payments which 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.(b)
    Excludes our 5.75% and 5.25% Senior Notes due 2021 issued
    on February 3, 2011 (5.75% Senior Notes
    and 5.25% Senior Notes ).     63




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##### Table of Contents




    The $1,000 million revolving credit facility has been
    increased to $1,200 million and is now due and payable on
    March 31, 2013, an extension from the original due date of
    March 31, 2011.
    The Term Loan A facility was increased by $50 million to
    $1,365 million and its maturity extended from
    March 31, 2011 to March 31, 2013, and will be repaid
    in quarterly payments of $30 million which started on
    December 31, 2010, with the remaining balance due and
    payable in full on March 31, 2013.
    The early repayment requirement for the Term Loan B, which
    stipulated that Term Loan B was subject to early retirement if
    the Trust Preferred Securities due June 15, 2011 were
    not paid, refinanced or extended prior to March 1, 2011,
    has been removed.
    The definition of the Companys Consolidated Leverage
    Ratio, which is used to determine the applicable margin, was
    amended to allow for the reduction of up to $250 million
    (increased from $30 million) of cash and cash equivalents
    from Consolidated Funded Debt, as defined in the initial 2006
    Senior Credit Agreement. The applicable margin is then added to
    LIBOR to determine the interest rate for the appropriate period.
    In addition, the Amended 2006 Senior Credit Agreement includes
    increases in certain types of permitted borrowings outside of
    the Amended 2006 Senior Credit Agreement and provides further
    flexibility for certain types of investments. 64




---



##### Table of Contents




    The limitation on dividends and other restricted payments
    ($300 million for dividends in 2010 under the 2006 Senior
    Credit Agreement) has been set for up to $330 million in
    2011 and increases by $30 million each year through 2013.          Outlook
    2011

2012Revenue

$12.8- $13.0
    billionRevenue growth*

6-8%

6-8%Net Income attributable to FMC-AG & Co. KGaA

$1,035- $1,055
    million

> revenue growthDividends

based on
    development of
    earnings

based on
    development of
    earningsCapital Expenditures in % of revenue

~5%Acquisitions

~
    $1,200 millionCapital Expenditures and Acquisitions in % of revenue

14%

~7%Tax Rate

34.5-35%

35-36%Debt/EBITDA Ratio

£
    2.8

£
    2.8     *
    in constant currency  Debt
    covenant disclosure  EBITDA
   65




---



##### Table of Contents



Reconciliation
    of measures for consolidated totals
  For the years ended December 31,2010


2009


2008(in thousands)Total EBITDA

$
2,427,029


$
2,212,681


$
2,088,103Interest expense (net of interest income)


(280,064
)


(299,963
)


(336,742
)Income tax expense, net


(578,345
)


(490,413
)


(475,702
)Change in deferred taxes, net


14,687



22,002



133,047Changes in operating assets and liabilities


(236,647
)


(139,494
)


(403,123
)Stock Compensation expense


27,981



33,746



31,879Other items, net


(6,516
)


58



(21,064
)Net cash provided by operating activities

$
1,368,125


$
1,338,617


$
1,016,398   Recently
    Issued and Implemented Accounting Standards
    C.
    Research
    and Development       66




---



##### Table of Contents



Home
    Dialysis and Wearable Artificial Kidney
      Body
    Composition Monitor (BCM)
    Software
    Development
     67




---



##### Table of Contents



Hepatic
    Assist
    Outlook
      D.
    Trend
    information    F.
    Tabular
    Disclosure of contractual obligations    Item 6.
    Directors,
    Senior Management and Employees  A.
    Directors
    and senior management  General
  Aktiengesetz
   68




---



##### Table of Contents



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

2010Dr. Ulf M. Schneider,
    Chairman(1)


45Dr. Dieter Schenk, Vice
    Chairman(4)


58Dr. Gerd
    Krick(1)(2)


72Dr. Walter L.
    Weisman(1)(2)(3)


75Mr. John G.
    Kringel(3)(4)


71Mr. William P.
    Johnston(1)(2)(3)(4)


66     (1)
    Members of the Human Resources Committee of the Supervisory
    Board of Management AG(2)
    Members of the Audit and Corporate Governance Committee of
    FMC-AG & Co. KGaA(3)
    Independent director for purposes of our pooling agreement(4)
    Member of the Regulatory and Reimbursement Assessment Committee
    of the Supervisory Board of Management AG   69




---



##### Table of Contents



The
    General Partners Management Board
   70




---



##### Table of Contents



Age as ofJan. 1,



Year termName

2011

Position

expiresDr. Ben J. Lipps


70


Chairman of the Management Board, Chief Executive Officer of
    FMC-AG & Co. KGaA


2012Rice Powell


55


Deputy Chairman of the Management Board and Chief Executive
    Officer, Fresenius Medical Care North America


2014Michael Brosnan


55


Chief Financial Offier of FMC-AG & Co. KGaA


2012Roberto Fusté


58


Chief Executive Officer for Asia Pacific


2011Dr. Emanuele Gatti


55


Chief Executive Officer for Europe, Middle East, Africa and
    Latin America and Chief Strategist for FMC-AG & Co. KGaA


2012Dr. Rainer Runte


51


Chief Administrative Officer for Global Law, Compliance,
    Intellectual Property and Corporate Business Development and
    Labor Relations Director for Germany


2015Kent Wanzek


51


Head of Global Manufacturing Operations


2012          71




---



##### Table of Contents



The
    Supervisory Board of FMC-AG & Co. KGaA
         72




---



##### Table of Contents



B.
    Compensation  Report
    of the Management Board of Management AG, our General
    Partner
    Compensation
    of the Management Board
    Gesetz zur Angemessenheit der
    Vorstandsvergütung  VorstAG
      
    performance-unrelated compensation (basic salary)
    performance-related compensation (variable bonus)
    components with long-term incentive effects (stock options and
    share-based compensation with cash settlement)     73




---



##### Table of Contents



74




---



##### Table of Contents



Cash CompensationNon-Performance Related








(without long-termCompensation


Performance Related Compensation


Incentive Components)2010


2009


2010


2009


2010


2009


2010


2009in thousands


in thousands


in thousands


in thousandsDr. Ben Lipps

$
1,200


$
1,200


$
469


$
350


$
1,554


$
1,674


$
3,223


$
3,224Michael Brosnan


650







183







821







1,654



Roberto Fusté


597



558



245



258



740



724



1,582



1,540Dr. Emanuele Gatti


862



767



139



155



1,086



1,021



2,087



1,943Rice Powell


950



750



36



39



1,319



1,210



2,305



1,999Dr. Rainer Runte


564



530



47



42



729



629



1,340



1,201Kent Wanzek


500







25







727







1,252



Total

$
5,323


$
3,805


$
1,144


$
844


$
6,976


$
5,258


$
13,443


$
9,907     1)
    Includes insurance premiums, private use of company cars, rent
    supplements, contributions to pension and health insureance and
    other benefits.          Components with Long-term Incentive EffectShare-basedCompensation with CashSettlement


Total2010


2009


2010


2009


2010


2009


2010


2009Number


in thousands


in thousands


in thousandsDr. Ben Lipps


99,600



99,600


$
1,040


$
1,086


$
518


$
475


$
1,558


$
1,561Michael Brosnan


49,800







520







301







821



Roberto Fusté


49,800



49,800



520



543



207



176



727



719Dr. Emanuele Gatti


49,800



49,800



520



543



553



340



1,073



883Rice Powell


74,700



49,800



780



543



539



337



1,319



880Dr. Rainer Runte


49,800



49,800



520



543



243



209



763



752Kent Wanzek


49,800







520







242







762



Total


423,300



298,800


$
4,420


$
3,258


$
2,603


$
1,537


$
7,023


$
4,795      75




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##### Table of Contents



Dr. Ben


Michael


Roberto


Dr. Emanuele


Rice


Dr. Rainer


KentLipps


Brosnan


Fusté


Gatti


Powell


Runte


Wanzek


TotalOptions outstanding at January 1, 2010Number


703,416



230,481



316,076



326,076



226,977



257,553



56,526



2,117,105Weighted average exercise price in $


38.00



37.43



36.38



34.94



40.93



40.10



44.48



37.81Options granted during the fiscal yearNumber


99,600



49,800



49,800



49,800



74,700



49,800



49,800



423,300Weighted average exercise price in $


57.03



57.03



57.03



47.03



57.03



57.03



57.03



57.03Options exercised during the fiscal yearNumber


204,146



10,683



25,890







77,577



22,884



20,526



361,706Weighted average exercise price in $


32.72



36.42



17.53







32.79



29.93



43.44



32.19Weighted average share price in $


57.64



59.94



54.90







57.58



57.59



59.30



57.59Options forfeited during the fiscal yearNumber






























Weighted average exercise price in $






























Options outstanding at December 31, 2010Number


598,870



269,598



339,986



375,876



224,100



284,469



85,800



2,178,699Weighted average exercise price in $


42.96



41.09



39.91



37.87



49.11



43.88



52.00



42.48Weighted average remaining contractual life in years


4.4



4.5



4.1



3.9



5.2



4.4



5.9



4.4Range of exercise price in $


19.33 - 57.03



15.26 - 57.03



15.26 - 57.03



15.26 -57.03



42.72 - 57.03



19.33 - 57.03



42.72 - 57.03



15.26 - 57.03Options exercisable at December 31, 2010Number


300,070



153,798



190,586



226,476



49,800



135,069







1,055,799Weighted average exercise price in $


36.89



34.22



32.74



30.49



45.31



38.16







34.94       Components withlong-termCash Compensation (without long-term Incentive components)


Incentive Effect


Total Compensation (including long-term Incentive
    Components)2010


2009


2010


2009


2010


2009in thousands


in thousands


in thousandsDr. Ben Lipps

$
3,223


$
3,224


$
1,558


$
1,561


$
4,781


$
4,785Michael Brosnan


1,654







821







2,475



Roberto Fusté


1,582



1,540



727



719



2,309



2,259Dr. Emanuele Gatti


2,087



1,943



1,073



883



3,160



2,826Rice Powell


2,305



1,999



1,319



880



3,624



2,879Dr. Rainer Runte


1,340



1,201



763



752



2,103



1,953Kent Wanzek


1,252







762







2,014



Total

$
13,443


$
9,907


$
7,023


$
4,795


$
20,466


$
14,702    76




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##### Table of Contents



ExpenseExpense


for Long-termfor Long-term


Incentive Components


Total ExpenseIncentive Components


by Share-based


forwith Equity


Compensation with


Share-basedInstruments


Cash Settlement


Compensation2010


2009


2010


2009


2010


2009in thousands


in thousands


in thousandsDr. Ben Lipps

$
1,165


$
1,318


$
1,140


$
1,272


$
2,305


$
2,590Michael Brosnan


74















74



Roberto Fusté


583



659



61







644



659Dr. Emanuele Gatti


583



659



426



424



1,009



1,083Rice Powell


620



659



713



805



1,333



1,464Dr. Rainer Runte


583



659



502



508



1,085



1,167Kent Wanzek


74















74



Total

$
3,682


$
3,954


$
2,842


$
3,009


$
6,524


$
6,963   Commitments
    to Members of the Management Board for the Event of the
    Termination of their Appointment
      leibliche eheliche Kinder Berufs- oder
    Erwerbsunfähigkeit
    U.S.-based
 77




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##### Table of Contents



As of January 1,





As of December 31,2010


increase


2010in thousandsDr. Ben Lipps

$
491


$
45


$
536Michael Brosnan


57



11



68Roberto Fusté


1,747



651



2,398Dr. Emanuele Gatti


1,764



2,855



4,619Rice Powell


109



22



131Dr. Rainer Runte


720



361



1,081Total

$
4,888


$
3,945


$
8,833         Miscellaneous
       78




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##### Table of Contents



Further
    Adjustments to System of Compensation of Members of the
    Management Board
              Compensation
    of the Supervisory Board of Fresenius Medical Care &
    Co KGaA and Supervisory Board of Management AG
   79




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##### Table of Contents



1)
  Fixed


Fixedcompensation for


compensation for


Compensation for


Compensation forSupervisory Board


Supervisory Board


committee services


committee servicesat FMC


at FMC-AG


at FMC


at FMC-AG


TotalManagement AG


& Co. KGaA


Management AG


& Co. KGaA


compensation2010


2009


2010


2009


2010


2009


2010


2009


2010


2009in thousand


in thousand


in thousand


in thousand


in thousandDr. Gerd Krick

$
40


$
40


$
120


$
120


$
60


$
40


$
30


$
30


$
250


$
230Dr. Dieter Schenk


60



60



60



60



50



30











170



150Dr. Ulf M.
    Schneider2)


160



160











70



50











230



210Dr. Walter L. Weisman


40



40



40



40



50



30



50



50



180



160John Gerhard
    Kringel4)


40



40



40



40



60



40







10



140



130William P. Johnston


40



40



40



40



120



80



30



30



230



190Prof. Dr. Bernd
    Fahrholz3)










80



80











30



30



110



110Total

$
380


$
380


$
380


$
380


$
410


$
270


$
140


$
150


$
1,310


$
1,180     1)
    
    Shown without VAT and withholding
    tax2)
    
    Chairman of the supervisory board
    of FMC Management AG, but not member of the supervisory board of
    FMC-AG & Co. KGaA; fixed compensation paid by FMC
    Management AG3)
    
    Member of the supervisory board of
    FMC-AG & Co. KGaA, but not member of the supervisory
    board of FMC Management AG; fixed compensation paid by
    FMC-AG & Co. KGaA4)
    
    Member of committee of
    FMC-AG & Co. KGaA until Q2 2009  C.
    Board
    Practices  Rule 10A-3.
  
    overseeing managements conduct of 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;
    reviewing the report of our general partner on relations with
    related parties and for reporting to the overall supervisory
    board thereon;
    recommending the appointment of our independent auditors to
    audit our German statutory financial statements (subject to the
    approval by our shareholders at our Annual General Meeting) and
    approval of their fees;
    retaining the services of our independent auditors to audit our
    U.S. GAAP financial statements and approval of their
    fees; and
    pre-approval of all audit and non-audit services performed by
    KPMG, our independent auditors. 80




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##### Table of Contents




    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.      D.
    Employees    2010


2009


2008North AmericaDialysis Care


36,488



35,188



33,694Dialysis Products


7,557



6,916



6,75244,045



42,104



40,446InternationalDialysis Care


19,647



16,413



15,180Dialysis Products


9,584



9,312



8,90329,231



25,725



24,083Corporate


176



159



137Total Company


73,452



67,988



64,666     E.
    Share
    ownership   81




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##### Table of Contents



Options
    to Purchase Our Securities
  Stock
    Option and Other Share Based Plans
  Incentive
    plan
          Fresenius
    Medical Care AG & Co. KGaA Stock Option Plan
    2006
  three-for-one
  and/or
 82




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##### Table of Contents



3-year
           83




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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
        Security
    Ownership of Certain Beneficial Owners of Fresenius
    SE
     84




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##### Table of Contents



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
    Trademarks
   85




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##### Table of Contents




    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 the
    renal business    Other
    Intellectual Property
  ® ®
  Supply
    Agreements and Arrangements
       86




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##### Table of Contents



1997-2001. 1997-2001
  Services
    Agreement
      Financing
    Other
    Interests
   87




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##### Table of Contents



General
    Partner Reimbursement
    Item 8.
    Financial
    information  Page F-1.
  8.A.7.  Legal
    Proceedings
    8.A.8.  Dividend
    Policy
  Handelsgesetzbuch HGB
  Depotbank
      Per Share Amount

2010

2009

2008Preference share


0.63



0.60



0.56Ordinary share


0.61



0.58



0.54    88




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##### Table of Contents



Item 9.
    The
    Offer and Listing Details  A.4. and
    C. Information regarding the trading markets for price history
    of our stock
  Trading
    Markets
  ®
  sub-segment sub-segment ®
    Trading
    on the Frankfurt Stock Exchange
     89




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##### Table of Contents




    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
  one-for-three
    Price per

Price perordinary share ()

preference share ()High

Low

High

Low2011


January


43.51



41.11



36.38



34.482010


December


45.78



43.01



36.40



33.50November


45.65



45.33



37.90



34.80October


45.79



44.36



38.00



36.39September


45.51



43.53



37.96



36.10August


45.41



42.12



37.89



35.512010


Fourth Quarter


45.79



43.01



38.00



33.50Third Quarter


45.51



41.13



38.00



35.00Second Quarter


44.71



38.21



38.50



32.35First Quarter


41.78



36.10



35.87



28.202009


Fourth Quarter


37.71



31.86



33.46



30.50Third Quarter


34.20



30.03



34.00



28.72Second Quarter


32.19



27.64



30.00



25.24First Quarter


35.48



27.07



35.30



25.602010


Annual


45.79



36.10



38.50



28.202009


Annual


37.71



26.07



35.30



25.242008


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



25.03    90




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##### Table of Contents



Trading
    on the New York Stock Exchange
      Price per

Price perordinary ADS ($)

preference ADS ($)High

Low

High

Low2011


January


58.32



55.75



48.00



46.002010


December


60.65



56.53



50.00



48.00November


63.48



57.98



53.11



50.00October


64.01



61.46



53.11



52.00September


61.80



55.99



49.00



45.04August


57.76



55.12



48.00



45.312010


Fourth Quarter


64.01



56.53



53.11



48.00Third Quarter


61.80



52.17



49.00



45.00Second Quarter


56.70



47.57



49.70



38.88First Quarter


56.20



49.62



50.72



42.702009


Fourth Quarter


54.96



47.57



49.60



44.75Third Quarter


50.29



42.31



49.18



40.00Second Quarter


45.04



36.94



50.00



32.00First Quarter


47.67



35.66



43.00



35.002010


Annual


64.01



47.57



53.11



38.882009


Annual


54.96



35.66



50.00



32.002008


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



31.00   Item 10.
    Additional
    information  B.
    Articles
    of Association  Kommanditgesellschaft auf Aktien (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. 91




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##### Table of Contents



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
    Authorized
    Capital
       92




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##### Table of Contents



Conditional
    Capital
  three-for-one
  Voting
    Rights
      Dividend
    Rights
    Bilanzgewinn Handelsgesetzbuch HGB elektronischer Bundesanzeiger
   93




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##### Table of Contents



Liquidation
    Rights
  Aktiengesetz
  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
   94




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##### Table of Contents



Description
    of American Depositary Receipts
  General
            www.sec.gov
  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 95




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##### Table of Contents



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.    
    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
         96




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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
   97




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##### Table of Contents



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; and
    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.    Shareholder
    Communications; Inspection of Register of Holders of
    ADSs
    Description
    of the Pooling Arrangements
   98




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##### Table of Contents



General
    Independent
    Directors
  Rule 10A-3
  Extraordinary
    Transactions
    Interested
    Transactions
    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; 99




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##### Table of Contents




    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 in accordance with U.S. GAAP, and, on a
    quarterly basis, prepare and furnish to the SEC consolidated
    financial statements prepared in accordance with U.S. GAAP
    under cover of
    form 6-K
    or a comparable successor form;
    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 shares;
    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
    Enforcement;
    Governing Law
    Directors
    and Officers Insurance
    C.
    Material
    contracts   100




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##### Table of Contents



D.
    Exchange
    controls  Exchange
    Controls and Other Limitations Affecting Security
    Holders.
  Bundesministerium
    für Wirtschaft und Technologie
  Satzung
  E.
    Taxation  U.S. and
    German Tax Consequences of Holding ADSs
  non-U.S. holders
      Tax
    Treatment of Dividends
  U.S.-German
 101




---



##### Table of Contents



Refund
    Procedures
  20007-1998,
  19114-0447.
   102




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##### Table of Contents



Taxation
    of Capital Gains
      Gift and
    Inheritance Taxes
  U.S.-Germany
    Other
    German Taxes
    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  1-800-SEC-0330. http://www.sec.gov.
   103




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##### Table of Contents



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 and interest rate fluctuations;
    varying degrees of acceptance of new product introductions;
    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
     104




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##### Table of Contents



Inflation
    Management
    of Foreign Exchange and Interest Rate Risks
      Foreign
    Exchange Risk
  non-U.S. dollar
       105




---



##### Table of Contents



Foreign
    Currency Risk Management
  December 31, 2010
 (USD in millions)
 Nominal amount
  Credit2011


2012


2013


2014


2015


Total


Fair value


riskPurchase of EUR against US$

$
725



20














$
745


$
(42
)

$
3Sale of EUR against US$


421



















421



(5
)


Purchase of EUR against others


781



102



33



31



29



976



(19
)


3Sale of EUR against others


249



89



60



31



29



458



1



1Others


33



1















34







1Total

$
2,209



212



93



62



58


$
2,634


$
(65
)

$
8     Years

Years

Years

YearsYear ending December 31,

High

Low

Average

Close2006 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



1.39172009 US$ per EUR


1.5120



1.2555



1.3948



1.44062010 US$ per EUR


1.4563



1.1942



1.3259



1.3362The Reference Rate on February 18, 2011 was $1.3627 per
    1.00.   Foreign
    Exchange Sensitivity Analysis
    Interest
    Rate Risk
         106




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##### Table of Contents



Interest
    Rate Exposure
  December 31,
    2010
 (in
    millions)
  Fair ValueDec. 31,2011


2012


2013


2014


2015


Thereafter


Totals


2010FLOATING RATE US$ DEBTPrincipal payments on Senior Credit Agreement

$
217



1,262



1,475














$
2,954


$
2,938Variable interest rate = 1.77%Accounts receivable securitization programs

$
510






















$
510


$
510Variable interest rate = 0.33%EIB loans

$








165














$
165


$
165Variable interest rate = 0.43%FLOATING RATE  DEBTEuro Notes 2009/2012

$




160


















$
160


$
162Variable interest rate = 6.253%Euro Notes 2009/2014

$




5



5



31










$
41


$
41Variable interest rate = 6.753%EIB loan

$












187










$
187


$
187Variable interest rate = 1.8176%FIXED RATE US$ DEBTCompany obligated mandatorily redeemable preferred securities of
    subsidiariesFresenius Medical Care Capital TrustsFixed interest rate = 7.375% / issued in 2001

$
225






















$
225


$
229Senior Notes 2007/2017; fixed interest rate = 6.875%

$




















494


$
494


$
531FIXED RATE  DEBTCompany obligated mandatorily redeemable preferred securities of
    subsidiariesFresenius Medical Care Capital TrustsFixed interest rate = 7.375% / issued in 2001

$
401






















$
401


$
415Senior Notes 2007/2017; fixed interest rate = 6.875%

$




47


















$
47


$
52Fixed interest rate = 7.4065%Euro Notes 2009/2014

$




2



2



15










$
19


$
22Fixed interest rate = 8.3835%Senior Notes 2010/2016

$




















330


$
330


$
349Fixed interest rate = 5.50%INTEREST RATE DERIVATIVESUS$ Payer Swaps Notional amount

$
1,650



1,525


















$
3,175


$
(125
)Average fixed pay rate = 4.26%


4.08
%


4.45
%


















4.26
%Receive rate =
    3-month
    $LIBOR     Interest
    Rate Sensitivity Analysis
    Item 12.
    Description
    of Securities other than Equity Securities  D.
    American
    Depositary Shares   107




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##### Table of Contents



D.3.
    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);
    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.    D.4.
    Amounts
    payable by the depositary to the Company  Fees
    Incurred in Past Annual Period
  out-of-pocket
  Fees
    to be Paid in the Future
  out-of-pocket
 108




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##### Table of Contents



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).
       109




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##### Table of Contents



page F-3.
  Item 15C.
    Attestation
    report of the registered public accounting firm  page F-4.
  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.fmc-ag.com/Code_of_Conduct.htm
  Item 16C.
    Principal
    Accountant Fees and Services.    2010


2009(in thousands)Audit fees

$
10,433


$
9,838Audit related fees


856



187Tax fees


932



909Total

$
12,221


$
10,934   agreed-upon
  Audit
    Committees pre-approval policies and procedures
  Handelsgesetzbuch HGB
 110




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##### Table of Contents



rule 10A-3
        Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees    Item 16E.
    Purchase
    of Equity Securities by the Issuer and Affiliated
    Purchasers    Item 16F.
    Change
    in Registrants Certifying Accountant    Item 16G.
    Corporate
    Governance  Introduction
  Rule 10A-3
  Aktiengesetz, AktG Mitbestimmungsgesetz,
    MitBestG
 111




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##### Table of Contents



The
    Legal Structure of FMC-AG & Co. KGaA
  Kommanditgesellschaft auf Aktien Aktiengesellschaft, AG
    Management
    and Oversight
    
  General
    Partner
   112




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##### Table of Contents



FMC-AG &
    FMC-AG
    
    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 transactions.   113




---



##### Table of Contents



Supervisory
    Board
              General
    Meeting
   114




---



##### Table of Contents



FMC-AG &
        The
    Articles of Association of FMC-AG & Co.
    KGaA
  www.fmc-ag.com
  Organization
    of the Company
     115




---



##### Table of Contents



Annual
    Financial Statement and Allocation of Profits
      Articles
    of Association of Management AG
     116




---



##### Table of Contents



Directors
    Share Dealings
    Comparison
    with U.S. and NYSE Governance Standards and
    Practices
  www.fmc-ag.com Rule 10A-3
 117




---



##### Table of Contents



Rule 10A-3
  Rule 10A-3 FMC-AG &
   PART III  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements  Page F-1.
  Item 19.
    Exhibits  Form 20-F,
  Form 6-K
  Form F-6, No. 333-140664,
  Form F-6, No. 333-140730,
   118




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##### Table of Contents



Form 20-F
  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 20-F
  Form F-4 No. 333-66558,
  Form F-4 No. 333-66558,
  Form F-4 No. 333-66558,
  Form F-4 No. 333-66558,
  7 8 Form 6-K
  7 8 Form 6-K
  Form 6-K
 119




---



##### Table of Contents



Form 6-K
          Form 6-K (1)
  Form 6-K (1)
  Form 6-K
  Form 6-K
  Form 20-F
  Form 20-F
  Form 6-K (2)
    Form 20-F
  Form 6-K
 120




---



##### Table of Contents



Form 6-K
  Form 6-K/A (1)
  Form 20-F
  Form 6-K
        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
 121




---



##### Table of Contents



Form F-1 No. 333-05922,
  Form 20-F/A
  Form F-1, No. 333-05922,
  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
 122




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##### Table of Contents



Form 6-K (1)
  Form 6-K (2)
  No. 051-0154 Form 6-K
  Form 6-K
  Form 6-K (1)
  Form 6-K (1)
    http://www.fmc-ag.com/Code_of_Conduct.htm.
            (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.(2)
    Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment and file separately with the
    Securities and Exchange Commission. 123




---



##### Table of Contents



SIGNATURES
      Fresenius Medical Care
    AG & Co. KG
  fresenius medical care
    management ag,
  DR. BEN
    J. LIPPS
   Title:
    Chief Executive Officer and    
   Title:
    Chief Financial Officer and Member   124




---



##### 



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, 2010, 2009 and 2008


F-5Consolidated Statements of Comprehensive Income
    for the years ended December 31, 2010, 2009 and 2008


F-6Consolidated Balance Sheets as of
    December 31, 2010 and 2009


F-7Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


F-8Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2010, 2009 and
    2008


F-9Notes to Consolidated Financial Statements


F-10Financial Statement Schedule


S-II   F-1




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##### Table of Contents



MANAGEMENTS
    ANNUAL REPORT ON INTERNAL CONTROL
    OVER FINANCIAL REPORTING  Rule 13a-15(f).
        page F-4.
   Fresenius Medical Care
    AG & Co.
  fresenius medical care
    management ag
       Title:
    Chief Executive Officer and Chairman       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)
  2010


2009


2008Net revenue:Dialysis Care

$
9,070,546


$
8,350,233


$
7,737,498Dialysis Products


2,982,944



2,897,244



2,874,82512,053,490



11,247,477



10,612,323Costs of revenue:Dialysis Care


6,345,135



5,945,724



5,547,615Dialysis Products


1,563,634



1,470,241



1,435,8607,908,769



7,415,965



6,983,475Gross profit


4,144,721



3,831,512



3,628,848Operating expenses:Selling, general and administrative


2,124,384



1,982,106



1,876,177Research and development


96,532



93,810



80,239Operating income


1,923,805



1,755,596



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


(25,409
)


(21,397
)


(24,811
)Interest expense


305,473



321,360



361,553Income before income taxes


1,643,741



1,455,633



1,335,690Income tax expense


578,345



490,413



475,702Net income


1,065,396



965,220



859,988Less: Net income attributable to Noncontrolling interests


86,879



74,082



42,381Net income attributable to FMC-AG & Co. KGaA

$
978,517


$
891,138


$
817,607Basic income per ordinary share

$
3.25


$
2.99


$
2.75Fully diluted income per ordinary share

$
3.24


$
2.99


$
2.74    F-5




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  Consolidated Statements of
    Comprehensive Income
 For the years ended December 31,
 (in thousands, except share data)
  2010


2009


2008Net Income

$
1,065,396


$
965,220


$
859,988(Loss) gain related to cash flow hedges


(8,109
)


30,082



(108,240
)Actuarial (loss) gain on defined benefit pension plans


(35,654
)


9,708



(28,551
)(Loss) gain related to foreign currency translation


(110,888
)


82,545



(170,748
)Income tax benefit (expense) related to components of other
    comprehensive income


12,821



(18,971
)


55,692Other comprehensive (loss) income, net of tax


(141,830
)


103,364



(251,847
)Total comprehensive income

$
923,566


$
1,068,584


$
608,141Comprehensive income attributable to Noncontrolling interests


89,370



75,886



42,696Comprehensive income attributable to FMC-AG & Co. KGaA

$
834,196


$
992,698


$
565,445    F-6




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  Consolidated
    Balance Sheets

(in thousands, except share data)  December 31,


December 31,2010


2009AssetsCurrent assets:Cash and cash equivalents

$
522,870


$
301,225Trade accounts receivable less allowance for doubtful accounts
    of $277,139 in 2010 and $266,449 in 2009


2,573,258



2,285,909Accounts receivable from related parties


113,976



272,886Inventories


809,097



821,654Prepaid expenses and other current assets


783,231



729,306Deferred taxes


350,162



316,820Total current assets


5,152,594



4,727,800Property, plant and equipment, net


2,527,292



2,419,570Intangible assets


692,544



859,195Goodwill


8,140,468



7,511,434Deferred taxes


93,168



64,749Investment in equity method investees


250,373



5,795Other assets


238,222



232,772Total assets

$
17,094,661


$
15,821,315Liabilities and shareholders equityCurrent liabilities:Accounts payable

$
420,637


$
362,407Accounts payable to related parties


121,887



277,429Accrued expenses and other current liabilities


1,537,423



1,335,553Short-term borrowings and other financial liabilities


670,671



316,344Short-term borrowings from related parties


9,683



10,440Current portion of long-term debt and capital lease obligations


263,982



157,634Company-obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiaries 
    current portion


625,549



Income tax payable


117,542



116,978Deferred taxes


22,349



32,930Total current liabilities


3,789,723



2,609,715Long-term debt and capital lease obligations, less current
    portion


4,309,676



4,427,921Other liabilities


294,015



307,112Pension liabilities


190,150



147,327Income tax payable


200,581



215,921Deferred taxes


506,896



427,530Company-obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiaries






656,096Total liabilities


9,291,041



8,791,622Noncontrolling interests subject to put provisions


279,709



231,303Shareholders equity:Preference shares, no par value, 1.00 nominal value,
    12,356,880 shares authorized, 3,957,168 issued and
    outstanding


4,440



4,343Ordinary shares, no par value, 1.00 nominal value,
    373,436,220 shares authorized, 298,279,001 issued and
    outstanding


369,002



365,672Additional paid-in capital


3,339,781



3,243,466Retained earnings


3,858,080



3,111,530Accumulated other comprehensive (loss) income


(194,045
)


(49,724
)Total FMC-AG & Co. KGaA shareholders equity


7,377,258



6,675,287Noncontrolling interests not subject to put provisions


146,653



123,103Total equity


7,523,911



6,798,390Total liabilities and equity

$
17,094,661


$
15,821,315    F-7




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  Consolidated Statements of
    Cash Flows
 For the years ended December 31,
 (in thousands)
  2010


2009


2008Operating Activities:Net income

$
1,065,396


$
965,220



859,988Adjustments to reconcile net income to net cashprovided by operating activities:Depreciation and amortization


503,224



457,085



415,671Change in deferred taxes, net


14,687



22,002



133,047Gain on sale of investments


(5,888
)


(1,250
)


(24,049
)(Gain) loss on sale of fixed assets


(628
)


1,308



2,985Compensation expense related to stock options


27,981



33,746



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


(300,274
)


(41,994
)


(241,967
)Inventories


18,326



(88,933
)


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


(60,305
)


(147,105
)


(84,089
)Accounts receivable from related parties


125,962



(144,224
)


(32,747
)Accounts payable to related parties


(135,001
)


138,506



64,999Accounts payable, accrued expenses and other current and
    non-current liabilities


124,279



71,092



(17,040
)Income tax payable


(9,634
)


73,164



1,833Net cash provided by operating activities


1,368,125



1,338,617



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


(523,629
)


(573,606
)


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


16,108



11,730



13,846Acquisitions and investments, net of cash acquired, and net
    purchases of intangible assets


(764,338
)


(188,113
)


(276,473
)Proceeds from divestitures


146,835



51,965



58,582Net cash (used in) investing activities


(1,125,024
)


(698,024
)


(891,401
)Financing Activities:Proceeds from short-term borrowings and other financial
    liabilities


281,022



107,192



176,104Repayments of short-term borrowings and other financial
    liabilities


(258,561
)


(169,175
)


(183,210
)Proceeds from short-term borrowings from related parties






18,830



168,641Repayments of short-term borrowings from related parties






(118,422
)


(169,573
)Proceeds from long-term debt and capital lease obligations (net
    of debt issuance costs of $31,458 in 2010)


947,346



709,540



458,951Repayments of long-term debt and capital lease obligations


(1,072,941
)


(566,241
)


(135,492
)Redemption of trust preferred securities










(678,379
)Increase (decrease) of accounts receivable securitization program


296,000



(325,000
)


454,000Proceeds from exercise of stock options


109,518



72,394



43,887Dividends paid


(231,967
)


(231,940
)


(252,395
)Distributions to Noncontrolling interests


(111,550
)


(68,004
)


(38,592
)Contributions from Noncontrolling interests


26,416



12,699



Net cash (used in) financing activities


(14,717
)


(558,127
)


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


(6,739
)


(2,825
)


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


221,645



79,641



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


301,225



221,584



244,690Cash and cash equivalents at end of period

$
522,870


$
301,225



221,584    F-8




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  Consolidated Statement of
    Shareholders Equity
 For the years ended December 31, 2010, 2009 and 2008
 (in thousands, except share data)
  TotalAccumulated


FMC-AG &


NoncontrollingPreference Shares


Ordinary Shares


Additional





Other


Co. KGaA


interests notNumber of


No par


Number of


No par


paid in


Retained


comprehensive


shareholders


subject to put


Totalshares


value


shares


value


capital


earnings


income (loss)


equity


provisions


EquityBalance at December 31, 2007


3,778,087


$
4,191



292,786,583


$
361,384


$
3,140,073


$
1,887,120


$
100,878


$
5,493,646


$
73,258


$
5,566,904Proceeds from exercise of options and related tax effects


32,453



49



1,145,453



1,692



40,395











42,136







42,136Compensation expense related to stock options


















31,879











31,879







31,879Dividends paid






















(252,395
)






(252,395
)


(24,098
)


(276,493
)Purchase/ sale of Noncontrolling interests


































21,852



21,852Contributions from Noncontrolling interests


































4,105



4,105Changes in fair value of Noncontrolling interests subject to put
    provisions


















(24,258
)










(24,258
)






(24,258
)Net income






















817,607







817,607



28,735



846,342Other comprehensive income (loss)


























(252,162
)


(252,162
)


315



(251,847
)Comprehensive income






























565,445



29,050



594,495Balance at December 31, 2008


3,810,540


$
4,240



293,932,036


$
363,076


$
3,188,089


$
2,452,332


$
(151,284
)

$
5,856,453


$
104,167


$
5,960,620Proceeds from exercise of options and related tax effects


73,788



103



1,814,599



2,596



64,585











67,284







67,284Compensation expense related to stock options


















33,746











33,746







33,746Dividends paid






















(231,940
)






(231,940
)


(44,569
)


(276,509
)Purchase/ sale of Noncontrolling interests


















(3,138
)










(3,138
)


12,929



9,791Contributions from Noncontrolling interests


































3,285



3,285Changes in fair value of Noncontrolling interests subject to put
    provisions


















(39,816
)










(39,816
)






(39,816
)Net income






















891,138







891,138



45,487



936,625Other comprehensive income (loss)


























101,560



101,560



1,804



103,364Comprehensive income






























992,698



47,291



1,039,989Balance at December 31, 2009


3,884,328


$
4,343



295,746,635


$
365,672


$
3,243,466


$
3,111,530


$
(49,724
)

$
6,675,287


$
123,103


$
6,798,390Proceeds from exercise of options and related tax effects


72,840



97



2,532,366



3,330



98,819











102,246







102,246Compensation expense related to stock options


















27,981











27,981







27,981Dividends paid






















(231,967
)






(231,967
)


(58,617
)


(290,584
)Purchase/ sale of Noncontrolling interests


















(6,263
)










(6,263
)


17,295



11,032Contributions from Noncontrolling interests


































4,392



4,392Changes in fair value of Noncontrolling interests subject to put
    provisions


















(24,222
)










(24,222
)






(24,222
)Net income






















978,517







978,517



58,040



1,036,557Other comprehensive income (loss)


























(144,321
)


(144,321
)


2,440



(141,881
)Comprehensive income






























834,196



60,480



894,676Balance at December 31, 2010


3,957,168


$
4,440



298,279,001


$
369,002


$
3,339,781


$
3,858,080


$
(194,045
)

$
7,377,258


$
146,653


$
7,523,911    F-9




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaANOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (in thousands, except share data)
  1.
    The
    Company, Basis of Presentation, Healthcare Reform and Summary of
    Significant Accounting Policies  The
    Company
  Kommanditgesellschaft auf
    Aktien
  Basis of
    Presentation
          United
    States Healthcare Reform
    Summary
    of Significant Accounting Policies
  a) Principles
    of Consolidation
   F-10




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
      2010

2009Trade accounts receivable, net

$
60,070


$
50,730Other current assets


26,981



20,029Property, plant and equipment, intangible assets &
    other non-current assets


29,597



13,841Goodwill


56,883



21,606Accounts payable, accrued expenses and other liabilities


(105,662
)


(42,931
)Non-current loans to related parties


(12,998
)


(17,016
)Equity


(54,870
)


(46,258
)   b) Cash
    and Cash Equivalents
    c) Allowance
    for Doubtful Accounts
    d) Inventories
  first-in, and/or
  e) Property,
    Plant and Equipment
   F-11




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
    f) Intangible
    Assets and Goodwill
              g) Derivative
    Financial Instruments
   F-12




---



##### 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
          j) Research
    and Development expenses
    k) Income
    Taxes
     F-13




---



##### 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-14




---



##### 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) Recent
    Pronouncements
  Recently
    Implemented Accounting Statements
  Accounting Standards Update
    2010-20 2010-20), Disclosures about the Credit Quality of Financing Receivables
    and the Allowance for Credit Losses 2010-20 Receivables.
  
    The nature of the credit risk inherent in the portfolio of
    financing receivables,
    How that risk is analyzed and assessed in arriving at the
    allowance for credit losses and
    The changes and reasons for those changes in the allowance for
    credit losses.  2010-20 2010-20
  Accounting Standards Update
    2009-17 2009-17) Consolidations- Improvements to Financial
    Reporting by Enterprises Involved with Variable Interest
    Entities 2009-17 2009-17 2009-17
  2009-17
 F-15




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  2009-17
  Accounting Standards Update
    2009-16 2009-16) Transfers and Servicing  Accounting
    for Transfers of Financial Assets 2009-16 2009-16
  2009-16 2009-16s 2009-16
  2.
    Subsequent
    Events      3.
    Related
    Party Transactions  a) Service
    and Lease Agreements
     F-16




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
        b) Products
      c) Financing
    Provided by and to Fresenius SE and the General
    Partner
      1997-2001
    d) Other
   F-17




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
      4.
    Inventories    2010


2009Raw materials and purchased components

$
158,163


$
154,599Work in process


56,345



63,683Finished goods


475,641



481,047Health care supplies


118,948



122,325Inventories

$
809,097


$
821,654       5.
    Property,
    Plant and Equipment    2010


2009Land and improvements

$
50,505


$
44,837Buildings and improvements


1,856,968



1,727,681Machinery and equipment


2,893,643



2,630,925Machinery, equipment and rental equipment under capitalized
    leases


28,406



29,557Construction in progress


238,812



259,7115,068,334



4,692,711Accumulated depreciation


(2,541,042
)


(2,273,141
)Property, plant and equipment, net

$
2,527,292


$
2,419,570      F-18




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  month-to-month
    6.
    Intangible
    Assets and Goodwill    2010


2009Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable Intangible AssetsNon-compete Agreements

$
243,575


$
(167,801
)

$
224,579


$
(157,717
)Technology


110,850



(25,346
)


100,016



(18,109
)License and distribution agreements


233,460



(70,189
)


184,219



(59,677
)Self-developed Software


46,955



(21,861
)


31,230



(9,405
)Other


286,021



(214,382
)


277,468



(210,484
)Construction in progress


55,781







67,113



$
976,642


$
(499,579
)

$
884,625


$
(455,392
)   non-amortizable
  2010


2009Carrying Amount


Carrying AmountNon-amortizable
    Intangible AssetsTradename

$
210,424


$
210,348Management contracts


5,057



219,614$
215,481


$
429,962Total Intangible Assets

$
692,544


$
859,195     Amortization Expense2008

$
47,3842009

$
60,2252010

$
70,294   Estimated Amortization
    Expense2011

$
67,5852012

$
61,6442013

$
58,3892014

$
57,3532015

$
53,260   Goodwill
   F-19




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  97-2, 810-10, Consolidation: Overall
    NorthAmerica


International


Corporate


TotalBalance as of January 1, 2009

$
6,571,411


$
578,682


$
159,817


$
7,309,910Goodwill acquired


123,303



52,011







175,314Reclassifications














Foreign Currency Translation Adjustment


(3
)


26,213







26,210Balance as of December 31, 2009

$
6,694,711


$
656,906


$
159,817


$
7,511,434Goodwill acquired


115,040



314,338



132



429,510Reclassifications


214,706











214,706Foreign Currency Translation Adjustment


288



(15,470
)






(15,182
)Balance as of December 31, 2010

$
7,024,745


$
955,774


$
159,949


$
8,140,468   7.
    Accrued
    Expenses and Other Current Liabilities    2010


2009Accrued salaries, wages and incentive plan compensations

$
389,434


$
334,227Unapplied cash and receivable credits


169,657



192,626Accrued insurance


163,240



169,866Derivative financial instruments


124,171



15,773Special charge for legal matters


115,000



115,000Other


575,921



508,061Total accrued expenses and other current liabilities

$
1,537,423


$
1,335,553    F-20




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
    8.
    Short-Term
    Borrowings and Other Financial Liabilities, and Short-Term
    Borrowings from Related Parties    2010


2009Borrowings under lines of credit

$
131,791


$
95,720Accounts receivable facility


510,000



214,000Other financial liabilities


28,880



6,624Short-term borrowings and other financial liabilities


670,671



316,344Short-term borrowings from related parties (See Note 2.c.)


9,683



10,440Short-term borrowings, Other financial liabilities and
    Short-term borrowings from related parties

$
680,354


$
326,784   Short-term
    Borrowings and Other Financial Liabilities
  Lines of
    Credit
      Accounts
    Receivable Facility
      Other
    Financial Liabilities
  ®
 F-21




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  Short-term
    Borrowings from related parties
    9.
    Long-term
    Debt and Capital Lease Obligations    2010


2009Amended 2006 Senior Credit Agreement

$
2,953,890


$
3,522,040Senior Notes


824,446



493,344Euro Notes


267,240



288,120EIB Agreements


351,686



213,460Capital lease obligations


15,439



17,600Other


160,957



50,9914,573,658



4,585,555Less current maturities


(263,982
)


(157,634
)$
4,309,676


$
4,427,921   Senior
    Debt
    Amended
    2006 Senior Credit Agreement
  and/or
   F-22




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
      
    a $1,200,000 revolving credit facility (of which up to $400,000
    is available for letters of credit, up to $400,000 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 $1,200,000) which will be due
    and payable on March 31, 2013.
    a term loan facility (Term Loan A) of $1,335,000,
    also scheduled to mature on March 31, 2013. Quarterly
    repayments of $30,000 are required at the end of each quarter
    with the remaining balance outstanding due on March 31,
    2013.
    a term loan facility (Term Loan B) of $1,537,764
    scheduled to mature on March 31, 2013 with 5 quarterly
    repayments of $4,036 followed by 4 quarterly repayments of
    $379,396 each due at the end of its respective quarter.              Maximum Amount Available


Balance OutstandingDecember 31,


December 31,2010


2009


2010


2009Revolving Credit

$
1,200,000


$
1,000,000


$
81,126


$
594,714Term Loan A


1,335,000



1,373,418



1,335,000



1,373,418Term Loan B


1,537,764



1,553,908



1,537,764



1,553,908$
4,072,764


$
3,927,326


$
2,953,890


$
3,522,040  F-23




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
    Senior
    Notes
    NotionalIssuer/Transaction

Amount


Maturity


Coupon


Book valueFMC Finance III S.A. 2007/2017


$500,000



July 15, 2017



67/8
%

$
494,231FMC Finance VI S.A. 2010/2016


250,000



July 15, 2016



5.50
%

$
330,215$
824,446     7 8 1 8
      Euro
    Notes
    European
    Investment Bank Agreements
  not-for-profit
    Maximum amountavailable


Balance outstandingDecember 31,


December 31,Maturity


2010


2009


2010


2009Revolving Credit


2013



90,000



90,000


$
115,812


$
35,000Loan 2005


2013



41,000



41,000



48,806



48,806Loan 2006


2014



90,000



90,000



120,258



129,654Loan 2009


2014



50,000



50,000



66,810




271,000



271,000


$
351,686


$
213,460  F-24




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
              Other
  ® ®
  Annual
    Payments
    2011

$
263,9822012


1,500,1842013


1,734,5682014


236,3682015


1,631Thereafter


846,528$
4,583,261   10.
    Employee
    Benefit Plans  General
   F-25




---



##### 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-26




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
    2010


2009Change in benefit obligation:Benefit obligation at beginning of year

$
386,852


$
353,961Foreign currency translation


(8,898
)


4,235Service cost


7,982



7,500Interest cost


22,615



21,397Transfer of plan participants


181



96Actuarial (gain) loss


26,655



13,216Benefits paid


(9,915
)


(7,560
)Curtailments and settlements






(5,993
)Benefit obligation at end of year

$
425,472


$
386,852Change in plan assets:Fair value of plan assets at beginning of year

$
236,633


$
214,616Actual return on plan assets


3,191



29,382Employer contributions


600



759Benefits paid


(8,099
)


(6,063
)Settlements






(2,061
)Fair value of plan assets at end of year

$
232,325


$
236,633Funded status at end of year

$
193,147


$
150,219      F-27




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
    Actuariallosses (gains)Adjustments related to pensions at January 1, 2009

$
76,926Additions


(4,331
)Releases


(5,404
)Foreign currency translation adjustment


27Adjustments related to pensions at December 31, 2009

$
67,218Additions


40,917Releases


(5,313
)Foreign currency translation adjustment


50Adjustments related to pensions at December 31, 2010

$
102,872       in %

2010

2009Discount rate


5.70



6.00Rate of compensation increase


4.00



4.01     Components of net periodic benefit cost:

2010


2009


2008Service cost

$
7,982


$
7,500


$
8,357Interest cost


22,615



21,397



20,393Expected return on plan assets


(17,453
)


(15,767
)


(16,931
)Amortization of unrealized losses


5,313



4,592



1,944Settlement loss






812



Net periodic benefit costs

$
18,457


$
18,534


$
13,763     in %

2010


2009


2008Discount rate


6.00



6.15



6.16Expected return of plan assets


7.50



7.50



7.50Rate of compensation increase


4.01



4.19



4.16  F-28




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
    2011

$
11,2242012


12,4892013


13,4622014


14,7962015


16,3042016-2020


108,387   Plan
    Assets
    Fair Value Measurements at December 31, 2010





Fair Value Measurements at December 31, 2009Quoted Prices in


Significant





Quoted Prices in


SignificantActive Markets


Observable





Active Markets


Observablefor Identical Assets


Inputs





for Identical Assets


InputsAsset Category

Total


(Level 1)


(Level 2)


Total


(Level 1)


(Level 2)Equity InvestmentsCommon Stocks

$
2,565


$
2,565


$



$
5,904


$
5,904


$
Index
    Funds1


65,621







65,621



71,406







71,406Fixed Income InvestmentsGovernment
    Securities2


4,479



1,967



2,512



3,655



394



3,261Corporate
    Bonds3


152,564







152,564



149,367







149,367Other
    Bonds4


2,442







2,442



163







163U.S. Treasury Money Market
    Funds5


4,232



4,232







5,776



5,776



Other types of investmentsCash, Money Market and Mutual
    Funds6


422



422







362



362



Total

$
232,325


$
9,186


$
223,139


$
236,633


$
12,436


$
224,197     1
    
    This Category comprises low-cost
    equity index funds not actively managed that track the S&P
    500, S&P 400, Russell 2000, the MSCI EAFE Index and the
    MSCI Emerging Markets Index for both 2010 and 2009 as well as
    the Barclays Capital Long Corporate Index in 20092
    
    This Category primarily comprises
    fixed income investments by the U.S. government and government
    sponsored entities3
    
    This Category primarily represents
    investment grade bonds of U.S. issuers from diverse industries4
    
    This Category comprises private
    placement bonds as well as collateralized mortgage obligations5
    
    This Category represents funds that
    invest in treasury obligations directly or in treasury backed
    obligations6
    
    This Category represents cash,
    money market funds as well as mutual funds comprised of high
    grade corporate bonds               F-29




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  Plan
    Investment Policy and Strategy
        Defined
    Contribution Plans
    11.
    Mandatorily
    Redeemable Trust Preferred Securities       F-30




---



##### Table of Contents



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


Stated


Interest


RedemptionIssued


Amount


Rate


Date


2010


2009Fresenius Medical Care Capital Trust IV


2001



$225,000



77/8
%


June 15, 2011


$
224,835


$
224,451Fresenius Medical Care Capital Trust V


2001



300,000



73/8
%


June 15, 2011



400,714



431,645$
625,549


$
656,096   12.
    Noncontrolling
    Interests Subject to Put Provisions          2010


2009


2008Beginning balance

$
231,303


$
162,166


$
116,539Dividends paid


(38,964
)


(16,930
)


(14,494
)Purchase/ sale of Noncontrolling interests


28,969



12,548



9,148Contributions from Noncontrolling interests


5,289



5,108



13,069Changes in fair value of Noncontrolling interests


24,222



39,816



24,258Net income


28,839



28,595



13,646Other comprehensive income (loss)


51







Ending balance

$
279,709


$
231,303


$
162,166   13.
    Shareholders
    Equity  Capital
    Stock
    genehmigtes Kapital
  bedingtes Kapital
 F-31




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
      Authorized
    Capital
        Conditional
    Capital
  three-for-one
  Bezugsrechte
 F-32




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  three-for-one
  Dividends
  Handelsgesetzbuch
          14.
    Earnings
    Per Share    2010


2009


2008Numerators:Net income attributable to FMC-AG & Co. KGaA

$
978,517


$
891,138


$
817,607less:Dividend preference on Preference shares


104



107



112Income available to all classes of shares

$
978,413


$
891,031


$
817,495Denominators:Weighted average number of:Ordinary shares outstanding


296,808,978



294,418,795



293,233,477Preference shares outstanding


3,912,348



3,842,586



3,795,248Total weighted average shares outstanding


300,721,326



298,261,381



297,028,725Potentially dilutive Ordinary shares


1,311,042







777,848Potentially dilutive Preference shares


35,481



66,314



98,060Total weighted average Ordinary shares outstanding assuming
    dilution


298,120,020



294,418,795



294,011,325Total weighted average Preference shares outstanding assuming
    dilution


3,947,829



3,908,900



3,893,308Basic income per Ordinary share

$
3.25


$
2.99


$
2.75Plus preference per Preference share


0.03



0.03



0.03Basic income per Preference Share

$
3.28


$
3.02


$
2.78Fully diluted income per Ordinary share

$
3.24


$
2.99


$
2.74Plus preference per Preference share


0.03



0.03



0.03Fully diluted income per Preference share

$
3.27


$
3.02


$
2.77  F-33




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  15.
    Stock
    Options    Stock
    Options and other Share-Based Plans
    Incentive
    plan
          Fresenius
    Medical Care AG & Co. KGaA Stock Option Plan
    2006
   F-34




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  and/or
          Fresenius
    Medical Care 2001 International Stock Option Plan
     F-35




---



##### Table of Contents



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


Weightedaverage


averageOptions


exercise


exercise(in thousands)


price


price


$Ordinary sharesBalance at December 31, 2009


11,894



30.50



40.75Granted


2,818



42.71



57.07Exercised


2,532



28.38



37.92Forfeited


28



30.35



40.55Balance at December 31, 2010


12,152



33.78



45.14Preference sharesBalance at December 31, 2009


147



18.35



24.52Exercised


73



18.57



24.81Forfeited


15



13.95



18.64Balance at December 31, 2010


59



19.19



25.64     Fully Vested Outstanding and Exercisable OptionsWeightedaverage

Weighted

WeightedNumber

remaining

average

average

Aggregate

Aggregateof

contractual

exercise

exercise

intrinsic

intrinsicOptions

life in years

price

price

value

value(in thousands)





US$



US$Options for preference shares


59



3.38



19.19



25.65



940



1,255Options for ordinary shares


4,316



3.29



27.99



37.40



65,785



87,902       Fair
    Value Information
   F-36




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
    2010


2009Expected dividend yield


1.98%



2.39%Risk-free interest rate


2.28%



3.11%Expected volatility


22.92%



25.85%Expected life of options


7 years



7 yearsWeighted average exercise price (in )


42.71



32.08Weighted average exercise price (in US-$)


57.07



46.22   16.
    Income
    Taxes    2010


2009


2008Germany

$
303,954


$
296,326


$
372,174United States


1,084,756



904,083



773,089Other


255,031



255,224



190,427$
1,643,741


$
1,455,633


$
1,335,690     2010


2009


2008Current:Germany

$
100,635


$
68,442


$
62,609United States


355,739



318,589



198,763Other


101,206



81,236



77,134557,580



468,267



338,506Deferred:Germany


(16,479
)


5,041



43,593United States


52,648



22,498



105,152Other


(15,404
)


(5,393
)


(11,549
)20,765



22,146



137,196$
578,345


$
490,413


$
475,702       F-37




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  2010


2009


2008Expected corporate income tax expense

$
471,836


$
423,953


$
395,097Tax free income


(24,088
)


(33,284
)


(49,309
)Tax rate differentials


117,946



96,237



93,877Non-deductible expenses


6,934



3,947



5,494Taxes for prior years


11,994



6,663



21,371Change in valuation allowance


(2,259
)


8,950



4,168Noncontrolling partnership interests


(26,870
)


(26,876
)


(13,440
)Other


22,852



10,823



18,444Actual income tax expense

$
578,345


$
490,413


$
475,702Effective tax rate


35.2
%


33.7
%


35.6
%     2010


2009Deferred tax assets:Accounts receivable, primarily due to allowance for doubtful
    accounts

$
28,538


$
37,571Inventory, primarily due to additional costs capitalized for tax
    purposes, and inventory reserve accounts


35,172



33,798Plant, equipment, intangible assets and other non current
    assets, principally due to differences in depreciation and
    amortization


79,244



50,925Accrued expenses and other liabilities for financial accounting
    purposes, not currently tax deductible


310,730



291,767Net operating loss carryforwards, tax credit carryforwards and
    interest carryforwards


93,165



78,730Derivatives


60,199



52,283Stock-based compensation expense


24,112



22,981Other


12,626



21,530Total deferred tax assets

$
643,786


$
589,585Less: valuation allowance


(71,799
)


(63,497
)Net deferred tax assets

$
571,987


$
526,088Deferred tax liabilities:Accounts receivable

$
12,549


$
10,670Inventory, primarily due to inventory reserve accounts for tax
    purposes


7,730



9,643Accrued expenses and other liabilities deductible for tax prior
    to financial accounting recognition


45,370



14,941Plant, equipment and intangible assets, principally due to
    differences in depreciation and amortization


510,284



513,254Derivatives






3,128Other


81,969



53,343Total deferred tax liabilities


657,902



604,979Net deferred tax assets (liabilities)

$
(85,915
)

$
(78,891
)    F-38




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
    2011

$
6,9192012


17,0672013


13,9492014


19,5392015


20,0782016


27,7302017


9,4442018


13,2012019


4,5072020 and thereafter


5,476Without expiration date


155,064Total

$
292,974                F-39




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
          2010


2009


2008Unrecognized tax benefits (net of interest)Balance at January 1, 2010

$
410,016


$
379,327


$
354,050Increases in unrecognized tax benefits prior periods


12,782



59,833



24,074Decreases in unrecognized tax benefits prior periods


(11,429
)


(13,911
)


(36,334
)Increases in unrecognized tax benefits current period


13,588



7,587



20,180Changes related to settlements with tax authorities


(34,410
)


(8,599
)


(2,042
)Reductions as a result of a lapse of the statute of limitations


(129
)






Foreign currency translation


(14,518
)


(14,221
)


19,399Balance at December 31, 2010

$
375,900


$
410,016


$
379,327       17.
    Operating
    Leases      2011

$
489,4812012


427,9012013


376,2552014


319,7242015


272,369Thereafter


910,3812,796,111  F-40




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  18.
    Commitments
    and Contingencies  Legal
    Proceedings
    Commercial
    Litigation
        03-1431,
 F-41




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  and/or
      tm tm
    Other
    Litigation and Potential Exposures
   F-42




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
             F-43




---



##### 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
   F-44




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  19.
    Financial
    Instruments    Non-derivative
    Financial Instruments
    2010


2009Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueNon-derivativesAssetsCash and cash equivalents

$
522,870


$
522,870


$
301,225


$
301,225Accounts Receivable


2,687,234



2,687,234



2,558,795



2,558,795LiabilitiesAccounts payable


542,524



542,524



639,836



639,836Short-term borrowings


670,671



670,671



316,344



316,344Short-term borrowings from related parties


9,683



9,683



10,440



10,440Long term debt, excluding Amended 2006 Senior Credit Agreement,
    Euro Notes and Senior Notes


528,082



528,082



282,051



282,051Amended 2006 Senior Credit Agreement


2,953,890



2,937,504



3,522,040



3,429,470Euro Notes


267,240



276,756



288,120



299,621Senior Notes


824,446



880,366



493,344



498,750Trust Preferred Securities


625,549



643,828



656,096



688,026Noncontrolling interests subject to put provisions


279,709



279,709



231,303



231,303              F-45




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
    Derivative
    Financial Instruments
        Foreign
    Exchange Risk Management
          Interest
    Rate Risk Management
   F-46




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
      Derivative
    Financial Instruments Valuation
    December 31, 2010


December 31, 2009Assets(2)


Liabilities(2)


Assets(2)


Liabilities(2)Derivatives in cash flow hedging
    relationships(1)CurrentForeign exchange contracts


3,703



(51,816
)


8,899



(9,251
)Interest rate contracts (Dollar)






(51,604
)






(305
)Interest rate contracts (Yen)






(0
)






NoncurrentForeign exchange contracts


810



(486
)


5,284



(830
)Interest rate contracts (Dollar)






(73,221
)






(105,810
)Interest rate contracts (Yen)














(3
)Total

$
4,513


$
(177,127
)

$
14,183


$
(116,199
)Derivatives not designated as hedging
    instruments(1)CurrentForeign exchange contracts


3,517



(20,751
)


7,696



(6,217
)Non-currentForeign exchange contracts


509



(213
)


9



Total

$
4,026


$
(20,964
)

$
7,705


$
(6,217
)     (1)
    
    As of December 31, 2010 and
    December 31, 2009, 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 the Codification.(2)
    
    Derivative instruments are marked
    to market each reporting period resulting in carrying amounts
    being equal to fair values at the reporting date.         F-47




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##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  The
    Effect of Derivatives on the Consolidated Financial
    Statements
  Amount of (Gain)Amount of Gain or




or Loss Reclassified(Loss) Recognized in




from AOCI inOCI on Derivatives




Income (Effective(Effective Portion)


Location of (Gain)

Portion) for thefor the year ended


or Loss Reclassified

year endedDerivatives in Cash Flow

December 31,


from AOCI in Income

December 31,Hedging Relationships

2010


2009


(Effective Portion)

2010


2009Interest rate contracts (Dollar)

$
(18,710
)

$
42,832


Interest income/expense

$



$
(33
)Interest rate contracts (Yen)


2



6


Interest income/expense






Foreign exchange contracts


3,046



(6,785
)

Costs of Revenue


7,553



(5,938
)$
(15,662
)

$
36,053




$
7,553


$
(5,971
)   Amount of (Gain) or Loss Recognized inLocation of (Gain) or

Income on DerivativesDerivatives not Designated as

Loss Recognized in

for the year ended December 31,Hedging Instruments

Income on Derivative

2010


2009Foreign exchange contracts

Selling, general and
    administrative expense

$
72,454


$
(3,309
)Interest income/expense


(8,622
)


3,883$
63,832


$
574         20.
    Other
    Comprehensive Income (Loss)    Year ended December 31, 2010


Year ended December 31, 2009


Year ended December 31, 2008Tax








Tax








TaxPretax


Effect


Net


Pretax


Effect


Net


Pretax


Effect


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


(15,662
)


2,241



(13,421
)


36,053



(16,419
)


19,634



(107,316
)


42,764



(64,552
)Reclassification adjustments


7,553



(1,928
)


5,625



(5,971
)


1,375



(4,596
)


(924
)


296



(628
)Total other comprehensive income (loss) relating to cash flow
    hedges:


(8,109
)


313



(7,796
)


30,082



(15,044
)


15,038



(108,240
)


43,060



(65,180
)Foreign-currency translation adjustment


(110,888
)






(110,888
)


82,545







82,545



(170,748
)






(170,748
)Adjustments related to pension obligations


(35,654
)


12,508



(23,146
)


9,708



(3,927
)


5,781



(28,551
)


12,632



(15,919
)Other comprehensive income (loss)

$
(154,651
)

$
12,821


$
(141,830
)

$
122,335


$
(18,971
)

$
103,364


$
(307,539
)

$
55,692


$
(251,847
)  F-48




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  21.
    Business
    Segment Information      F-49




---



##### Table of Contents



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





SegmentAmerica


International


Total


Corporate


Total2010Net revenue external customers

$
8,129,737


$
3,923,301


$
12,053,038


$
452


$
12,053,490Inter-segment revenue


5,419



88,965



94,384



(94,384
)


Revenue


8,135,156



4,012,266



12,147,422



(93,932
)


12,053,490Depreciation and amortization


(287,062
)


(207,072
)


(494,134
)


(9,090
)


(503,224
)Operating Income


1,385,651



677,630



2,063,281



(139,476
)


1,923,805Segment assets


11,720,495



4,787,479



16,507,974



586,687



17,094,661thereof investments in equity method investees


243,452



6,921



250,373







250,373Capital expenditures, acquisitions and
    investments(1)


524,330



608,263



1,132,593



155,374



1,287,9672009Net revenue external customers

$
7,611,500


$
3,635,373


$
11,246,873


$
604


$
11,247,477Inter-segment revenue


2,752



77,856



80,608



(80,608
)


Revenue


7,614,252



3,713,229



11,327,481



(80,004
)


11,247,477Depreciation and amortization


(264,785
)


(183,405
)


(448,190
)


(8,895
)


(457,085
)Operating Income


1,249,769



636,665



1,886,434



(130,838
)


1,755,596Segment assets


11,202,999



4,253,058



15,456,057



365,258



15,821,315thereof investments in equity method investees






5,795



5,795







5,795Capital expenditures, acquisitions and
    investments(2)


422,537



338,000



760,537



1,182



761,7192008Net revenue external customers

$
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



14,919,676thereof investments in equity method investees






4,396



4,396







4,396Capital expenditures, acquisitions and
    investments(3)


497,612



358,930



856,542



107,287



963,829     (1)
    
    North America, International and
    Corporate acquisitions exclude $122,847, $32,935 and $2,125,
    respectively, of non-cash acquisitions and investments for 2010.(2)
    
    International acquisitions exclude
    $4,151 of non-cash acquisitions for 2009.(3)
    
    North America and International
    acquisitions exclude $22,542 and $24,710, respectively, of
    non-cash acquisitions and investments for 2008. F-50




---



##### Table of Contents



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


Rest ofGermany


America


the World


Total2010Net revenue

$
374,883


$
8,129,737


$
3,548,870


$
12,053,490Long-lived assets


471,537



9,236,166



2,139,877



11,847,5802009Net revenue

$
358,060


$
7,611,500


$
3,277,917


$
11,247,477Long-lived assets


350,194



8,864,165



1,809,114



11,023,4732008Net revenue

$
350,995


$
7,005,401


$
3,255,927


$
10,612,323Long-lived assets


306,963



8,706,790



1,597,576



10,611,329   22.
    Supplementary
    Cash Flow Information    2010


2009


2008Supplementary cash flow information:Cash paid for interest

$
264,525


$
332,731


$
357,295Cash paid for income
    taxes(1)

$
520,766


$
425,945


$
343,224Cash inflow for income taxes from stock option exercises

$
13,313


$
8,123


$
7,132Supplemental disclosures of cash flow information:Details for acquisitions:Assets acquired

$
(668,198
)

$
(241,745
)

$
(129,711
)Liabilities assumed


102,698



20,574



9,858Noncontrolling interests


36,141



35,448



(3,706
)Notes assumed in connection with acquisition


31,666



4,151



2,490Cash paid


(497,693
)


(181,572
)


(121,069
)Less cash acquired


16,318



7,059



714Net cash paid for acquisitions

$
(481,375
)

$
(174,513
)

$
(120,355
)     (1)
    
    net of tax refund  23.
    Supplemental
    Condensed Combining Information  D-GmbH
 F-51




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  7 8
  For the year ended December 31, 2010Issuer


GuarantorsFMC


FMC


FMC - AG &








Non-Guarantor


Combining


CombinedFinance III


Finance VI


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalNet revenue

$



$



$



$
1,587,720


$



$
12,744,881


$
(2,279,111
)

$
12,053,490Cost of revenue














1,022,617







9,148,969



(2,262,817
)


7,908,769Gross profit














565,103







3,595,912



(16,294
)


4,144,721Operating expenses (income):Selling, general and administrative


31



39



113,176



158,538



20,158



1,843,202



(10,760
)


2,124,384Research and development














62,435







34,097







96,532Operating (loss) income


(31
)


(39
)


(113,176
)


344,130



(20,158
)


1,718,613



(5,534
)


1,923,805Other (income) expense:Interest, net


(719
)


(545
)


39,113



2,388



56,047



192,183



(8,403
)


280,064Other, net










(1,200,299
)


210,649



(664,020
)






1,653,670



Income (loss) before income taxes


688



506



1,048,010



131,093



587,815



1,526,430



(1,650,801
)


1,643,741Income tax expense (benefit)


196



143



69,493



99,957



(30,025
)


634,911



(196,330
)


578,345Net income (loss)


492



363



978,517



31,136



617,840



891,519



(1,454,471
)


1,065,396Net income attributable to Noncontrolling interests


























86,879



86,879Net income (loss) attributable to FMC-AG & Co. KGaA

$
492


$
363


$
978,517


$
31,136


$
617,840


$
891,519


$
(1,541,350
)

$
978,517   F-52




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  For the year ended December 31, 2009Issuer


GuarantorsFMC


FMC - AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalNet revenue

$



$



$
1,521,831


$



$
12,041,002


$
(2,315,356
)

$
11,247,477Cost of revenue










997,257







8,734,160



(2,315,452
)


7,415,965Gross profit










524,574







3,306,842



96



3,831,512Operating expenses (income):Selling, general and administrative


28



87,774



173,215



(19,877
)


1,753,586



(12,620
)


1,982,106Research and development










64,911







28,899







93,810Operating (loss) income


(28
)


(87,774
)


286,448



19,877



1,524,357



12,716



1,755,596Other (income) expense:Interest, net


(720
)


35,184



6,070



56,269



231,559



(28,399
)


299,963Other, net






(1,032,515
)


190,345



(560,286
)






1,402,456



Income (loss) before income taxes


692



909,557



90,033



523,894



1,292,798



(1,361,341
)


1,455,633Income tax expense (benefit)


197



18,419



86,728



(14,338
)


518,329



(118,922
)


490,413Net income (loss)


495



891,138



3,305



538,232



774,469



(1,242,419
)


965,220Net income attributable to Noncontrolling interests






















74,082



74,082Net income (loss) attributable to FMC-AG & Co. KGaA

$
495


$
891,138


$
3,305


$
538,232


$
774,469


$
(1,316,501
)

$
891,138   For the year ended December 31, 2008Issuer


GuarantorsFMC


FMC - AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalNet revenue

$



$



$
1,745,311


$



$
11,218,494


$
(2,351,482
)

$
10,612,323Cost of revenue










1,082,077







8,215,977



(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


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



(51,302
)


475,702Net income (loss)


443



817,607



15,142



523,737



740,572



(1,237,513
)


859,988Net income attributable to Noncontrolling interests






















42,381



42,381Net income (loss) attributable to FMC-AG & Co. KGaA

$
443


$
817,607


$
15,142


$
523,737


$
740,572


$
(1,279,894
)

$
817,607   F-53




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  At December 31, 2010Issuer


GuarantorsFMC


FMC


FMC - AG &








Non-Guarantor


Combining


CombinedFinance III


Finance VI


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalCurrent assets:Cash and cash equivalents

$
123


$
7


$
147,177


$
225


$



$
342,394


$
32,944


$
522,870Trade accounts receivable, less allowance for doubtful accounts














157,755







2,415,503







2,573,258Accounts receivable from related parties


16,542



8,971



2,418,066



667,484



441,601



2,817,556



(6,256,244
)


113,976Inventories














184,948







711,053



(86,904
)


809,097Prepaid expenses and other current assets


1



1



111,594



11,341



50



662,187



(1,943
)


783,231Deferred taxes










14,221











317,644



18,297



350,162Total current assets


16,666



8,979



2,691,058



1,021,753



441,651



7,266,337



(6,293,850
)


5,152,594Property, plant and equipment, net










390



168,939







2,458,364



(100,401
)


2,527,292Intangible assets










428



65,684







626,432







692,544Goodwill














65,315







8,075,153







8,140,468Deferred taxes










9,463



4,693







121,875



(42,863
)


93,168Other assets


494,231



330,215



7,201,295



644,523



9,320,731



(6,911,510
)


(10,590,890
)


488,595Total assets

$
510,897


$
339,194


$
9,902,634


$
1,970,907


$
9,762,382


$
11,636,651


$
(17,028,004
)

$
17,094,661Current liabilities:Accounts payable

$



$



$
5,738


$
22,387


$



$
392,512


$



$
420,637Accounts payable to related parties


229







952,141



670,613



1,538,658



3,210,393



(6,250,147
)


121,887Accrued expenses and other current liabilities


15,866



8,457



122,000



94,978



2,054



1,284,105



9,963



1,537,423Short-term borrowings










121











670,550







670,671Short-term borrowings from related parties






















2,004



7,679



9,683Current portion of long-term debt and capital lease obligations










106,862







101,145



55,975







263,982Company obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiaries-current portion






















625,549







625,549Income tax payable


24



144



54,366











62,360



648



117,542Deferred taxes














5,513







27,143



(10,307
)


22,349Total current liabilities


16,119



8,601



1,241,228



793,491



1,641,857



6,330,591



(6,242,164
)


3,789,723Long term debt and capital lease obligations, less current
    portion


494,231



330,215



870,348







1,357,745



3,739,390



(2,482,253
)


4,309,676Long term borrowings from related parties










334,428



208,368



494,231



400,883



(1,437,910
)


Other liabilities










73,382



11,241







184,542



24,850



294,015Pension liabilities










4,933



143,362







41,855







190,150Income tax payable










1,057











75,055



124,469



200,581Deferred taxes






















522,521



(15,625
)


506,896Total liabilities


510,350



338,816



2,525,376



1,156,462



3,493,833



11,294,837



(10,028,633
)


9,291,041Noncontrolling interests subject to put provisions






















279,709







279,709Total FMC-AG & Co. KGaA shareholders equity


547



378



7,377,258



814,445



6,268,549



(84,548
)


(6,999,371
)


7,377,258Noncontrolling interests not subject to put provisions






















146,653







146,653Total equity


547



378



7,377,258



814,445



6,268,549



62,105



(6,999,371
)


7,523,911Total liabilities and equity

$
510,897


$
339,194


$
9,902,634


$
1,970,907


$
9,762,382


$
11,636,651


$
(17,028,004
)

$
17,094,661   F-54




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  At December 31, 2009Issuer


GuarantorsFMC


FMC - AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalCurrent assets:Cash and cash equivalents

$
108


$
24


$
194


$



$
286,205


$
14,694


$
301,225Trade accounts receivable, less allowance for doubtful accounts










158,089







2,128,308



(488
)


2,285,909Accounts receivable from related parties


16,543



1,837,748



628,819



539,867



2,600,656



(5,350,747
)


272,886Inventories










202,837







701,429



(82,612
)


821,654Prepaid expenses and other current assets


1



110,117



16,072



50



608,990



(5,924
)


729,306Deferred taxes


















294,214



22,606



316,820Total current assets


16,652



1,947,889



1,006,011



539,917



6,619,802



(5,402,471
)


4,727,800Property, plant and equipment, net






266



191,445







2,322,145



(94,286
)


2,419,570Intangible assets






622



50,263







808,310







859,195Goodwill










3,508







7,507,926







7,511,434Deferred taxes


















91,346



(26,597
)


64,749Other assets


493,344



7,001,455



1,193,451



8,910,859



(6,023,422
)


(11,337,120
)


238,567Total assets

$
509,996


$
8,950,232


$
2,444,678


$
9,450,776


$
11,326,107


$
(16,860,474
)

$
15,821,315Current liabilities:Accounts payable

$
4


$
217


$
19,131


$



$
343,055


$



$
362,407Accounts payable to related parties


200



867,147



600,951



1,500,829



2,672,902



(5,364,600
)


277,429Accrued expenses and other current liabilities


15,868



42,304



98,966



791



1,178,644



(1,020
)


1,335,553Short-term borrowings






130











316,214







316,344Short-term borrowings from related parties


















2,161



8,279



10,440Current portion of long-term debt and capital lease obligations














133,866



23,768







157,634Income tax payable


30



32,342











83,958



648



116,978Deferred taxes






2,569



8,692







24,288



(2,619
)


32,930Total current liabilities


16,102



944,709



727,740



1,635,486



4,644,990



(5,359,312
)


2,609,715Long term debt and capital lease obligations, less current
    portion


493,344



1,063,346







1,576,242



4,096,766



(2,801,777
)


4,427,921Long term borrowings from related parties






4,543



226,936



493,344



430,743



(1,155,566
)


Other liabilities






105,810



7,693







170,121



23,488



307,112Pension liabilities






3,702



114,666







28,959







147,327Income tax payable






1,139











100,917



113,865



215,921Deferred taxes






6,051



3,110







428,448



(10,079
)


427,530Company obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiary


















656,096







656,096Total liabilities


509,446



2,129,300



1,080,145



3,705,072



10,557,040



(9,189,381
)


8,791,622Noncontrolling interests subject to put provisions


















231,303







231,303Total FMC-AG & Co. KGaA shareholders equity


550



6,820,932



1,364,533



5,745,704



414,661



(7,671,093
)


6,675,287Noncontrolling interests not subject to put provisions


















123,103







123,103Total equity


550



6,820,932



1,364,533



5,745,704



537,764



(7,671,093
)


6,798,390Total liabilities and equity

$
509,996


$
8,950,232


$
2,444,678


$
9,450,776


$
11,326,107


$
(16,860,474
)

$
15,821,315   F-55




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  For the year ended December 31, 2010Issuer


GuarantorsFMC


FMC


FMC - AG &








Non-Guarantor


Combining


CombinedFinance III


Finance VI


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalOperating Activities:Net income (loss)

$
492


$
363


$
978,517


$
31,136


$
617,840


$
891,519


$
(1,454,471
)

$
1,065,396Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Equity affiliate income










(683,735
)






(664,020
)






1,347,755



Depreciation and amortization










1,452



47,161



888



476,647



(22,924
)


503,224Change in deferred taxes, net










(9,645
)


(2,636
)






30,710



(3,742
)


14,687(Gain) loss on sale of fixed assets and investments










(18
)


155







(6,653
)






(6,516
)Loss (gain) on investments










883



28







225



(1,136
)


Compensation expense related to stock options










27,981



















27,981Changes in assets and liabilities, net of amounts from
    businesses acquired:Trade accounts receivable, net














(11,037
)






(289,237
)






(300,274
)Inventories














6,063







7,082



5,181



18,326Prepaid expenses and other current and non-current assets










(355
)


804



10,725



(70,862
)


(617
)


(60,305
)Accounts receivable from / payable to related parties


30



(8,901
)


76,758



105,072



34,394



(319,995
)


103,603



(9,039
)Accounts payable, accrued expenses and other current and
    non-current liabilities


(6
)


8,365



31,784



22,268



1,263



56,439



4,166



124,279Income tax payable


(6
)


143



24,179







(30,025
)


(21,344
)


17,419



(9,634
)Net cash provided by (used in) operating activities


510



(30
)


447,801



199,014



(28,935
)


754,531



(4,766
)


1,368,125Investing Activities:Purchases of property, plant and equipment










(340
)


(31,749
)






(522,514
)


30,974



(523,629
)Proceeds from sale of property, plant and equipment










30



1,099







14,979







16,108Disbursement of loans to related parties






(327,045
)


227,151



180



314,665







(214,951
)


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










(273,710
)


(19,881
)






(614,049
)


143,302



(764,338
)Proceeds from divestitures










132,823











14,245



(233
)


146,835Net cash (used in) provided by investing activities






(327,045
)


85,954



(50,351
)


314,665



(1,107,339
)


(40,908
)


(1,125,024
)Financing Activities:Short-term borrowings, net














(148,617
)






171,078







22,461Long-term debt and capital lease obligations, net






327,045



(146,443
)






(285,730
)


(235,418
)


214,951



(125,595
)(Decrease) increase of accounts receivable securitization program






















296,000







296,000Proceeds from exercise of stock options










96,204











13,314







109,518Dividends paid


(495
)






(231,967
)










(6,193
)


6,688



(231,967
)Capital increase (decrease)






















143,069



(143,069
)


Distributions to Noncontrolling interests






















(111,550
)






(111,550
)Contributions from Noncontrolling interests






















26,416







26,416Net cash (used in) provided by financing activities


(495
)


327,045



(282,206
)


(148,617
)


(285,730
)


296,716



78,570



(14,717
)Effect of exchange rate changes on cash and cash equivalents






(4
)


(104,396
)


(15
)






97,628



48



(6,739
)Cash and Cash Equivalents:Net increase (decrease) in cash and cash equivalents


15



(34
)


147,153



31







41,536



32,944



221,645Cash and cash equivalents at beginning of period


108



41



24



194







300,858







301,225Cash and cash equivalents at end of period

$
123



7


$
147,177


$
225


$



$
342,394


$
32,944


$
522,870  F-56




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands, except share data)
  For the year ended December 31, 2009Issuer


GuarantorsFMC


FMC - AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalOperating Activities:Net income (loss)

$
495


$
891,138


$
3,305


$
538,232


$
774,469


$
(1,242,419
)

$
965,220Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Equity affiliate income






(635,395
)






(560,286
)






1,195,681



Depreciation and amortization






1,470



38,029



888



439,196



(22,498
)


457,085Change in deferred taxes, net






23,191



4,707







(15,491
)


9,595



22,002Loss (gain) on sale of fixed assets and investments










411







(353
)






58Loss (gain) on investments






7,063















(7,063
)


Write-off of loans from related parties






50















(50
)


Compensation expense related to stock options






33,746



















33,746Changes in assets and liabilities, net of amounts from
    businesses acquired:Trade accounts receivable, net










(13,874
)






(28,120
)






(41,994
)Inventories










(27,435
)






(49,213
)


(12,285
)


(88,933
)Prepaid expenses and other current and non-current assets






(37,138
)


9,921



(18,344
)


(93,954
)


(7,590
)


(147,105
)Accounts receivable from / payable to related parties


208



(388,546
)


7,308



39,091



256,906



79,315



(5,718
)Accounts payable, accrued expenses and other current and
    non-current liabilities


(15
)


16,210



12,731



(1,149
)


38,065



5,250



71,092Income tax payable


(160
)


(23,961
)






(14,338
)


71,931



39,692



73,164Net cash provided by (used in) operating activities


528



(112,172
)


35,103



(15,906
)


1,393,436



37,628



1,338,617Investing Activities:Purchases of property, plant and equipment






(152
)


(65,684
)






(537,167
)


29,397



(573,606
)Proceeds from sale of property, plant and equipment










731







10,999







11,730Disbursement of loans to related parties






(7,270
)


178



17,240







(10,148
)


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






(11,841
)


(1,900
)






(185,878
)


11,506



(188,113
)Proceeds from divestitures






13,380











1,965



36,620



51,965Net cash (used in) provided by investing activities






(5,883
)


(66,675
)


17,240



(710,081
)


67,375



(698,024
)Financing Activities:Short-term borrowings, net






(95,795
)


31,716







10,943



(108,439
)


(161,575
)Long-term debt and capital lease obligations, net






396,013







(1,334
)


(261,528
)


10,148



143,299(Decrease) increase of accounts receivable securitization program


















(325,000
)






(325,000
)Proceeds from exercise of stock options






64,271











8,123







72,394Dividends paid


(443
)


(231,940
)










(5,321
)


5,764



(231,940
)Capital increase (decrease)


















(1,874
)


1,874



Distributions to Noncontrolling interests


















(68,004
)






(68,004
)Contributions from Noncontrolling interests


















12,699







12,699Net cash (used in) provided by financing activities


(443
)


132,549



31,716



(1,334
)


(629,962
)


(90,653
)


(558,127
)Effect of exchange rate changes on cash and cash equivalents






(14,470
)


6







11,590



49



(2,825
)Cash and Cash Equivalents:Net increase (decrease) in cash and cash equivalents


85



24



150







64,983



14,399



79,641Cash and cash equivalents at beginning of period


23







44







221,517







221,584Cash and cash equivalents at end of period

$
108


$
24


$
194


$



$
286,500


$
14,399


$
301,225   F-57




---



##### Table of Contents



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


$
(1,237,513
)

$
859,988Adjustments 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 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
)


(30,156
)


8,172



(84,089
)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 Noncontrolling interests


















(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-58




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  Schedule II  Valuation
    and Qualifying Accounts
 (in
    thousands, except share data)
 Development
    of allowance for doubtful accounts  2010


2009


2008Allowance for doubtful accounts as of January 1

$
266,449


$
262,836


$
247,800Change in valuation allowances as recorded in the consolidated
    statements of income


218,496



210,124



213,586Write-offs and recoveries of amounts previously written-off


(205,666
)


(210,166
)


(192,626
)Foreign currency translation


(2,140
)


3,656



(5,924
)Allowance for doubtful accounts as of December 31

$
277,139


$
266,449


$
262,836  S-II