##### 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, 2007ORo

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 609 2522,
    Josef.dinger@FMC-AG.com,
 Else-Kröner Strasse 1,
    61352 Bad Homburg, Germany
 (Name, Telephone,
    E-mail
    and/or Facsimile number and Address of Company Contact Person)
 Securities
    registered or to be registered pursuant to Section 12(b) of
    the Act:
  Title of each class

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

New York Stock ExchangePreference Shares, no par value

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

New York Stock ExchangeOrdinary Shares, no par value

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

Accelerated
    filer o

Non-accelerated
    filer o    Item 17 o          Item 18 þ
    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


12Item 4A.



N/A


Unresolved Staff Comments


48Item 5.






Operating and Financial Review and Prospects


48Item 6.






Directors, Senior Management and Employees


75Item 7.






Major Shareholders and Related Party
    Transactions


94Item 8.






Financial Information


98Item 9.






The Offer and Listing Details


99Item 10.






Additional Information


101Item 11.






Quantitative and Qualitative Disclosures About
    Market Risk


116Item 12.



N/A


Description of Securities other than Equity
    Securities


120PART IIItem 13.



N/A


Defaults, Dividend Arrearages and
    Delinquencies


120Item 14.






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


120Item 15A.






Disclosure Controls and Procedures


120Item 15B.






Managements annual report on internal
    control over financial reporting


120Item 15C.






Attestation report of the registered public
    accounting firm


121Item 16A.






Audit Committee Financial Expert


121Item 16B.






Code of Ethics


121Item 16C.






Principal Accountant Fees and Services


121Item 16D.



N/A


Exemptions from the Listing Standards for Audit
    Committees


122Item 16E.






Purchase of Equity Securities by the Issuer and
    Affiliated Purchaser


122PART IIIItem 17.



N/A


Financial Statements


122Item 18.






Financial Statements


122Item 19.






Exhibits


122N/A means: Not applicableExhibit 2.34Exhibit 2.35Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 14.1   i




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




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Nephrology News & Issues
   2




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PART I Item 1.  Identity
    of Directors, Senior Management and Advisors   Item 2.  Other
    Statistics and Expected Timetable   Item 3.  Key
    Information  Selected
    Financial Data
  three-for-one
  2007


2006


2005


2004


2003(In millions except share and per share amounts)Statement of Operations Data:Net revenues

$
9,720


$
8,499


$
6,772


$
6,228


$
5,528Cost of revenues


6,364



5,621



4,564



4,266



3,793Gross profit


3,356



2,878



2,208



1,962



1,735Selling, general and administrative


1,709



1,549



1,218



1,059



928Gain on sale of dialysis clinics






(40
)










Research and development


67



51



51



51



50Operating income


1,580



1,318



939



852



757Interest expense, net


371



351



173



183



211Income before income taxes


1,209



967



766



669



546Net income

$
717


$
537


$
455


$
402


$
331Weighted average of:Preference shares outstanding


3,739,470



3,575,376



80,369,448



78,729,177



78,573,033Ordinary shares outstanding


291,929,141



290,621,904



210,000,000



210,000,000



210,000,000Basic earnings per Ordinary share and Ordinary
    ADS(1)

$
2.43


$
1.82


$
1.56


$
1.39


$
1.14Fully diluted earnings per Ordinary share and Ordinary
    ADS(1)


2.42



1.81



1.55



1.38



1.14Basic earnings per Preference share and Preference
    ADS(1)


2.45



1.85



1.58



1.41



1.16Fully diluted earnings per Preference share and Preference
    ADS(1)


2.44



1.84



1.57



1.40



1.16Dividends declared per Ordinary share
    ()(a)


0.54
(b)


0.47



0.41



0.37



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


0.56
(b)


0.49



0.43



0.39



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






0.64



0.52



0.47



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






0.67



0.55



0.49



0.44 3




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##### Table of Contents



2007


2006


2005


2004


2003(In millions except share and per share amounts)Balance Sheet DataWorking capital

$
833


$
1,036


$
883


$
508


$
794Total assets


14,170



13,045



7,983



7,962



7,503Total long-term debt (excluding current portion)


4,668



5,083



1,895



1,824



2,354Shareholders equity


5,575



4,870



3,974



3,635



3,244Capital Stock  Preference shares  Nominal
    Value


4



4



91



85



85Capital Stock  Ordinary shares  Nominal
    Value


361



360



271



271



271     (1)
    As a result of the Companys
    three-for-one
    share split of both the Ordinary shares and the Preference
    shares effective June 15, 2007 and the contemporaneous
    change of the ratio of American Depositary Shares
    (ADSs) to shares, one Ordinary ADS represents one
    Ordinary share and one Preference ADS represents one Preference
    share. Accordingly, dividends per Ordinary ADS and per
    Preference ADS are not shown separately.(a)
    Amounts shown for each year from 2007 to 2003 represent
    dividends paid with respect to such year. The actual declaration
    and payment of the dividend was made in the following year,
    after approval of the dividend at our Annual General Meeting.(b)
    Our general partners Management Board has proposed
    dividends for 2007 of 0.54 per Ordinary share and
    0.56 per Preference share. These dividends are subject to
    approval by our shareholders at our Annual General Meeting to be
    held on May 20, 2008.  RISK
    FACTORS
    Risks
    Relating to Litigation and Regulatory Matters.
  If we
    do not comply with the many governmental regulations applicable
    to our business, we could be excluded from government health
    care reimbursement programs or our authority to conduct business
    could be terminated, either of which would result in a material
    decrease in our revenue.
    
    the quality, safety and efficacy of medical and pharmaceutical
    products and supplies;
    the operation of manufacturing facilities, laboratories and
    dialysis clinics;
    accurate reporting and billing for government and third-party
    reimbursement; and
    compensation of medical directors and other financial
    arrangements with physicians and other referral sources.     4




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United States of
    America ex rel. Julie Williams et al. vs. Renal Care Group,
    Renal Care Group Supply Company and FMCH.
  A
    change in U.S. government reimbursement for dialysis care could
    materially decrease our revenues and operating
    profit
   5




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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
  ® ®
  ® ®
  ®
 6




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If our
    joint ventures violate the law, our business could be adversely
    affected.
    Proposals
    for health care reform could decrease our revenues and operating
    profit
    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.
     7




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
    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.  Our
    growth depends, in part, on our ability to continue to make
    acquisitions
      Our
    competitors could develop superior technology or otherwise
    impact our product sales
    Our
    pharmaceutical product business could lose sales to generic drug
    manufacturers
    If
    physicians prescribe
    Aranesp®
    or
    Cera®
    or similar anemia fighting medications for hemodialysis
    patients, we could be less profitable.
  ® ® ® ®
 8




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® ® ® ®
  
    the dosing volumes of
    CERA®
    or
    Aranesp®
    required to treat anemia in dialysis patients may be less than
    the corresponding volume of
    EPO®,
    without an offsetting adjustment in relative reimbursement rates;
    our margins realized from the administration of
    Aranesp®
    or
    CERA®
    could be lower than the margins realized on the administration
    of
    EPO®;
    or
    a shift in the method or site for administration of
    Aranesp®
    or
    CERA®
    to patients that excludes our Company from such administration
    and the related reimbursement for such products.  We are
    exposed to product liability 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
      If
    physicians and other referral sources cease referring patients
    to our dialysis clinics or cease purchasing our dialysis
    products, our revenues would decrease
     9




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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
      We
    face specific risks from international operations
    
    the economic situation in developing countries could deteriorate;
    fluctuations in exchange rates could adversely affect
    profitability;
    we could face difficulties in enforcing and collecting accounts
    receivable under some countries legal systems;
    local regulations could restrict our ability to obtain a direct
    ownership interest in dialysis clinics or other operations;
    political and economic instability, especially in developing and
    newly industrializing countries, could disrupt our operations;
    some customers and governments could have longer payment cycles,
    with resulting adverse effects on our cash flow; and
    some countries could impose additional taxes or restrict the
    import of our products.    Diverging
    views of financial authorities could require us to make
    additional tax payments
   10




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Risks
    Relating to our Securities
  The
    public market for our preference shares and our preference share
    ADSs is limited and highly illiquid. The delisting of our
    preference share ADSs by the New York Stock Exchange would
    further reduce the U.S. market for our preference
    shares
    Our
    substantial indebtedness may limit our ability to pay dividends
    or implement certain elements of our business
    strategy
        Fresenius
    SE owns 100% of the shares in the general partner of our Company
    and is able to control our management and strategy
   11




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Because
    we are not organized under U.S. law, we are subject to certain
    less detailed disclosure requirements under U.S. federal
    securities laws
    Rule 10A-3
 Item 4.  Information
    on the Company  A.
    History
    and Development of the Company  General
  Kommanditgesellschaft auf Aktien Aktiengesellschaft
  Amtsgericht Sitz
  History
  Gesellschaft mit beschränkter
    Haftung Aktiengesellschaft
   12




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
    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 Genehmigtes Kapital
  FMC-AG & FMC-AG &
   13




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three-for-one
  Capital
    Expenditures
  ®
  Actual2007


2006


2005(in millions)AcquisitionsNorth America

$
62


$
4,295


$
77International


86



21



57Corporate


204







Total Acquisitions

$
352


$
4,316


$
134Capital expenditures for property, plant and equipmentNorth America

$
335


$
306


$
176International


245



161



139Total Capital Expenditures

$
580


$
467


$
315      14




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##### Table of Contents



B.
    Business
    Overview  Our
    Business
  Nephrology News &
    Issues,
      2007


2006


2005(in millions)North AmericaDialysis Care

$
6,002


$
5,464


$
4,054Dialysis Products


661



561



5236,663



6,025



4,577InternationalDialysis Care


1,211



913



813Dialysis Products


1,846



1,561



1,3823,057



2,474



2,195   Renal
    Industry Overview
    End-Stage
    Renal Disease
     15




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
    increased general life expectancy and the overall aging of the
    general U.S. and European population;
    shortage of donor organs for kidney transplants;
    improved dialysis technology that makes life-prolonging dialysis
    available to a larger patient population;
    greater access to treatment in developing countries; and
    better treatment and survival of patients with hypertension,
    diabetes and other illnesses that lead to ESRD.  Dialysis
    Treatment Options for ESRD
  Hemodialysis.
 16




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70-75%
    Peritoneal Dialysis.
  Our
    Strategy
  Growth
    Objectives
    GOAL 10
    Objectives:
  Annual Progress


GOAL2004


2005


2006


2007


2010Revenue ($ in million)

$
6,772


$
6,772


$
8,499


$
9,720


$ ~11,500Annual revenue growth at constant currency


10%



8%



25%



12%


~69%Share of dialysis market*


12.00%



12.90%



15.5%



16.8%


~18%Market volume* ($ in billion)

$
~50


$
~52,5


$
~55


$
~58


$ ~67Annual net income growth percentage**


21%



17%



24%



25%


Low to mid teens     *
    Company estimates**
    2005 excluding one-time effects, 2006 excluding one-time effects
    and FAS 123(R) and 2007 excluding one-time effects 17




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Growth
    Paths
    Path 1:
    Organic Growth
  ® 70-80
    Path 2:
    Acquisitions
    .
  Path 3:
    Horizontal Expansion
  ®
  Path 4:
    Home Therapies
   18




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Our
    Competitive Strengths
    Our
    Leading Market Position
    Our Full
    Spectrum of Dialysis and Laboratory Services
    Differentiated
    Patient Care Programs from those of our Competitors
  ® ® ® tm ®
  Our
    Reputation for High Standards of Patient Care and Quality
    Products and our Extensive Clinic Network
    
    our reputation for quality patient care and treatment
    our reputation for technologically advanced products for
    dialysis treatment; and
    our extensive network of dialysis clinics, which enables
    physicians to refer their patients to conveniently located
    clinics.  Our
    Position as an Innovator in Product and Process
    Technology
   19




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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
   20




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follow-up
        Non-U.S.)
  Fresenius
    UltraCare®
    Program
  ® ® ® tm ®
 21




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##### Table of Contents



®
  Laboratory
    Services
    Acquisitions
  day-to-day
  ®
      Quality
    Assurance in Dialysis Care
   22




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ISO-Norm 9001:2000
        Sources
    of U.S. Dialysis Care Net Revenue
    Year Ended December 31,2007


2006


2005Medicare ESRD program


53.2%



54.5%



56.0%Private / alternative payors


36.5%



34.4%



31.6%Medicaid and other government sources


4.2%



3.9%



4.2%Hospitals


6.1%



7.2%



8.2%Total


100.0%



100.0%



100.0%     Patient,
    Physician and Other Relationships
   23




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Competition
  Dialysis Services. non-U.S.
        Laboratory Services.
  Dialysis
    Products
   24




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
    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  ®
  Overview
    Year Ended December 31,2007


2006


2005Total





Total





TotalProduct


% of


Product


% of


Product


% ofRevenues


Total


Revenues


Total


Revenues


Total(in millions)Hemodialysis Products

$
2,007.5



80


$
1,720.7



81


$
1,588.6



83Peritoneal Dialysis Products


326.7



13



307.8



14



275.5



15Other


173.1



7



93.1



5



40.9



2Total

$
2,507.3



100


$
2,121.6



100


$
1,905.0



100   Hemodialysis
    Products
    Dialysis Machines. tm
 25




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##### Table of Contents




    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. Modular design also allows upgrading
    through module substitution without replacing the entire machine;
    Specialized modules that provide monitoring and response
    capability for selected biophysical patient parameters, such as
    body temperature and relative blood volume. This concept, known
    as physiological dialysis, permits hemodialysis treatments with
    lower incidence of a variety of symptoms or side effects, which
    still occur frequently in standard hemodialysis.
    Sophisticated microprocessor controls, displays and/or readout
    panels that are adaptable to local language requirements;
    Battery backup, which continues operation of the blood circuit
    and all protective systems up to 20 minutes following a power
    failure;
    Online clearance, measurement of dialyzer clearance for quality
    assurance with On-Line Clearance Monitoring, providing immediate
    effective clearance information, real time treatment outcome
    monitoring, and therapy adjustment during dialysis without
    requiring invasive procedures or blood samples;
    In the series 5008 and 4008H, the most efficient therapy
    mode ONLINE-Hemodiafilitration as standard;
    On-line data collection capabilities and computer interfacing
    with our TDMS and/or FDS08 systems. Our systems enable us to:  
    monitor and assess prescribed therapy;
    connect a large number of hemodialysis machines and peripheral
    devices, such as patient scales, blood chemistry analyzers and
    blood pressure monitors, to a personal computer network;
    enter nursing records automatically at bedside to register and
    document patient treatment records, facilitate billing, and
    improve record-keeping and staff efficiency;
    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. 26




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Other
    Hemodialysis Products
    Peritoneal
    Dialysis Products
      
    Fewer possibilities for touch
    contamination.  Our unique PIN and DISC technology
    was designed to reduce the number of steps in the fluid exchange
    process and by doing so has lessened the risk of infection,
    particularly in the disconnection step in which the patient
    connector is closed automatically without the need for manual
    intervention.
    Improved biocompatibility. The new balance and
    bicaVera®
    solutions are pH neutral and have very low glucose degradation
    products providing greater protection for the peritoneal
    membrane.
    Environmentally friendly material:  Our
    staysafe®
    system is made of
    Biofine®,
    a material, developed by Fresenius, which upon combustion is
    reduced to carbon dioxide and water and does not contain any
    plasticizers.  8-10
  
    Improved quality of life.  The patient is
    treated at night and can lead a more normal life during the day
    without fluid exchange every few hours.
    Improved adequacy of dialysis.  By adjusting
    the parameters of treatment it is possible to provide more
    dialysis to the patient compared to conventional CAPD therapy.
    This therapy offers important options to physicians such as
    improving the delivered dose of dialysis for certain patients.    
    sleepsafe:  The sleepsafe
    machine has been used since 1999. It has automated connection
    technology thus further reducing the risk on touch
    contamination. Another key safety feature is the barcode
    recognition system for the types of solution bags used. This
    improves compliance and ensures that the prescribed dosage is
    administered to the patient. There is also a pediatric option
    for the treatment of infants.
    North American cycler portfolio:  This includes
    the
    (a) Freedom®
    and
    90/2®
    cyclers for pediatric and acute markets, (b) the
    Freedom®
    Cycler PD+ with IQ
    cardtm
    and (c) the Newton
    IQ®
    Cycler. The credit card-sized
    IQcardtm
    can provide actual treatment details and results for compliance
    monitoring to the physician and, when used with the Newton
    IQtm
    Cycler, can upload the patients prescription into the
    machine. The Newton
    IQtm
    Cycler also pumps waste dialysate directly into a receptacle. 27




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Patient Management Software: ® ®
  Renal
    Pharmaceuticals
  ® ® ®
      Customers,
    Marketing, Distribution and Service
      day-to-day
  Manufacturing
    Operations
  state-of-the-art
 28




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®
  Environmental
    Management
   29




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ISO-Norm
    site-by-site 14001-2004.
  Sources
    of Supply
      New
    Product Introductions
    Patents
    and Licenses
  plus ® ®
     30




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®
      ® non-U.S.
    Trademarks
    Competition
    Risk
    Management
     31




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##### Table of Contents



Regulatory
    and Legal Matters
  Regulatory
    Overview
  non-U.S.
    
    failure to receive required licenses, certifications or other
    approvals for new facilities or products or significant delays
    in such receipt;
    complete or partial loss of various federal certifications,
    licenses, or other permits required under the laws of any state
    or other governmental authority by withdrawal, revocation,
    suspension, or termination or restrictions of such certificates
    and licenses by the imposition of additional requirements or
    conditions, or the initiation of proceedings possibly leading to
    such restrictions or the partial or complete loss of the
    required certificates, licenses or permits; and
    changes resulting from health care reform or other government
    actions that reduce reimbursement or reduce or eliminate
    coverage for particular services we provide.   32




---



##### Table of Contents



Product
    Regulation
  U.S.
         33




---



##### Table of Contents



International
    (Including Germany and Other Non-U.S).
    Drugs. ® (Arzneimittelgesetz)
    Stufenplanbeauftragter for Germany, a
 34




---



##### Table of Contents



9000-9004
  Medical Devices.
       35




---



##### Table of Contents



Environmental
    Regulation
    Facilities
    and Operational Regulation
  U.S.
         36




---



##### Table of Contents



follow-up,
    International
    (Including Germany and Other
    Non-U.S.)
          Reimbursement
       37




---



##### Table of Contents



U.S.
  Dialysis Services.
               38




---



##### Table of Contents



Medicaid Rebate Program.
      Laboratory Tests.
     39




---



##### Table of Contents



Erythropoetin stimulating agents. ® ®
            
    future changes in the ESA reimbursement methodology and/or rate;
    inclusion of ESAs in the Medicare composite rate without
    sufficient offsetting increases to such rate;
    reduction in the typical dosage per administration, including by
    imposition of a requirement to administer ESAs to Medicare
    beneficiaries subcutaneously rather than intravenously;
    increases in the cost of ESAs without offsetting increases in
    the ESA reimbursement rate; or
    reduction by the manufacturer of ESAs of the amount of overfill
    in the ESA vials.  ®
  Coordination of Benefits.
  30-month
 40




---



##### Table of Contents



3-month 30-month
  Possible Changes in Statutes or
    Regulations.
  International
    (Including Germany and Other
    Non-U.S.)
      fee-for-service
  country-to-country.
    country-to-country.
 41




---



##### Table of Contents



country-to-country fee-for-service
    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
     42




---



##### Table of Contents



False
    Claims Act and Related Criminal Provisions
  15-30%
  The
    Health Insurance Portability and Accountability Act of 1996
    (HIPAA)
        Civil
    Monetary Penalties Law
   43




---



##### Table of Contents



Stark
    Law
    ® ®
      Other
    Fraud and Abuse Laws
   44




---



##### Table of Contents



Health
    Care Reform
    C.
    Organizational
    Structure    
 45




---



##### Table of Contents



D.
    Property,
    plant and equipment  Property
    CurrentlyOwnedFloor Area

or Leased(Approximate

by Fresenius

LeaseLocation

Square Meters)

Medical Care

Expiration

UseBad Homburg, Germany


15,646


leased

December 2016

Corporate headquarters and administrationSt. Wendel, Germany


58,767


leased

December 2016

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


28,427


leased

December 2016

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


10,304


leased

December 2016

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


21,597


leased

November 2010

Regional Distribution Center Central EuropeGernsheim, Germany


32,307


leased

December 2009

Regional Distribution A4/WE/AP/LAPalazzo Pignano, Italy


19,990


owned



Manufacture of bloodlines and tubingLArbresle, France


13,524


owned



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


5,110


owned



Manufacture of hemodialysis concentrate solutionsVrsac, Serbia


2,642


owned



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


2,000


owned



Manufacture of hemodialysis concentrate solutionsAntalya, Turkey


8,676


leased

December 2022

Manufacture of bloodlinesCasablanca, Morocco


2,823


owned



Manufacture of hemodialysis concentrate solutionsGuadalajara, México


26,984


owned



Manufacture of peritoneal dialysis bagsBuenos Aires, Argentina


10,500


owned



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


8,566


owned



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


5,000


leased

October 2008

Warehouse 46




---



##### Table of Contents



CurrentlyOwnedFloor Area

or Leased(Approximate

by Fresenius

LeaseLocation

Square Meters)

Medical Care

Expiration

UseBogotá, Colombia


11,825


owned



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


3,562


leased

May 2009

Head Office and WarehouseHong Kong


3,588


leased

November 2009

Various leases of Warehouse facilitySuzhou, China (Changshu Plant)


25,736


owned



Manufacture of hemodialysis bloodline sets / AV Fistula setSmithfield, Australia


5,350


owned



Manufacture of hemodialysis concentrateScoresby, Australia


7,000


leased

March 2009

Manufacture of hemodialysis products, warehouse and
    administrationAltona VIC, Australia


1,500


leased

May 2009

WarehouseYongin, South Korea


2,645


leased

December 2009

WarehouseSeoul, South Korea


3,074


leased

January 2012

AdministrationOita, Japan (Inukai Plant)


3,065


owned



Manufacture of polysulfone filtersOita, Japan


793


owned



Warehouse and BuildingFukuoka, Japan (Buzen Plant)


12,100


owned



Manufacture of peritoneal dialysis bagsSaga, Japan


5,966


leased

January 2010 with 1 year
    renewal option

WarehouseWaltham, Massachusetts


21,142


leased

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

Corporate headquarters and administration  North
    AmericaLexington, Massachusetts


670


leased

March 2012 with 5 year renewal option

Research and DevelopmentLexington, Massachusetts


6,425


leased

October 2012 with 5 year renewal option

IT headquarters and administration  North AmericaNashville, Tennessee


3,053


leased

April 2009

IT  administrationWalnut Creek, California


9,522


leased

June 2012 with 5-year renewal option

Manufacture of Hemodialysis machines and peritoneal dialysis
    cyclers; research and development; warehouse spaceOgden, Utah


63,639


owned



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


33,385


leased

December 2011

WarehouseOgden, Utah


2,072


leased

December 2008  year to year lease

WarehouseOregon, Ohio


13,934


leased

April 2019

Manufacture of liquid hemodialysis concentrate solutionsPerrysburg, Ohio


3,252


leased

August 2008

Manufacture of dry hemodialysis concentratesLivingston, California


6,689


leased

October 2011 with a 5-year renewal option

Manufacture of liquid hemodialysis concentrates and resupply 47




---



##### Table of Contents



CurrentlyOwnedFloor Area

or Leased(Approximate

by Fresenius

LeaseLocation

Square Meters)

Medical Care

Expiration

UseMilpitas, California


8,670


leased

December 2015 with 5-year renewal option

Clinical laboratory testing  1 BuildingRockleigh, New Jersey


9,812


leased

May 2012

Clinical laboratory testingIrving, Texas


6,506


leased

December 2010

Manufacture of liquid hemodialysis solutionReynosa, Mexico


13,936


leased

June 2013

Manufacture of bloodlinesReynosa, Mexico


4,645


owned



WarehouseProvince of Quebec, Canada


1,914


leased

April 2012

Plant Building #1  Manufacture of dry and liquid
    concentrates      Item 4A.  Unresolved
    Staff Comments   Item 5.  Operating
    and Financial Review and Prospects      Critical
    Accounting Policies
    Recoverability
    of Goodwill and Intangible Assets
   48




---



##### Table of Contents



non-amortizable
  Goodwill and Other Intangible
    Assets, non-amortizable
        Legal
    Contingencies
        Accounts
    Receivable and Allowance for Doubtful Accounts
     49




---



##### Table of Contents



50




---



##### Table of Contents



At December 31, 2007overdueoverdue


by moreoverdue


more than


than


overdue





% ofby


3 months


6 months


by





netup to


up to


up to


more than





tradecurrent


3 months


6 months


1 year


1 year


Total


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

$
261


$
63


$
30


$
28


$
19


$
401



20U.S. Commercial Payors


209



139



57



56



62



523



26U.S.Hospitals


69



39



2



1



1



112



6Self-Pay of U.S. patients


1



2



4



3



1



11



1Other North America


5



1



0



0



0



6



0International product customers and dialysis payors


614



178



75



56



51



974



47Total

$
1,159


$
422


$
168


$
144


$
134


$
2,027



100   At December 31, 2006overdueoverdue


by moreoverdue


more than


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

$
164



100


$
76


$
39


$
32


$
411



22U.S. Commercial Payors


183



115



84



44



48



474



26U.S.Hospitals


29



20



10



6



6



71



4Self-Pay of U.S. patients


12



4



2



0



1



19



1Other North America


38



19



1



0



2



60



3International product customers and dialysis payors


499



128



72



54



61



814



44Total

$
925



386


$
245


$
143


$
150


$
1,849



100   Self-Insurance
    Programs
   51




---



##### Table of Contents



Financial
    Condition and Results of Operations
  Overview
             52




---



##### Table of Contents



53




---



##### Table of Contents



A.
    Results
    of Operations    For the years endedDecember 31,2007


2006


2005(in millions)Total revenueNorth America

$
6,664


$
6,026


$
4,578International


3,134



2,534



2,250Totals


9,798



8,560



6,828Inter-segment revenueNorth America


1



1



1International


77



60



55Totals


78



61



56Total net revenueNorth America


6,663



6,025



4,577International


3,057



2,474



2,195Totals


9,720



8,499



6,772Amortization and depreciationNorth America


220



187



140International


141



120



109Corporate


2



2



2Totals


363



309



251Operating IncomeNorth America


1,130



965



644International


544



440



362Corporate


(94
)


(87
)


(67
)Totals


1,580



1,318



939Interest income


29



21



18Interest expense


(400
)


(372
)


(191
)Income tax expense


(466
)


(413
)


(309
)Minority interest


(26
)


(17
)


(2
)Net income

$
717


$
537


$
455   Year
    ended December 31, 2007 compared to year ended
    December 31, 2006
  Highlights
      7 8
 54




---



##### Table of Contents



three-for-one
    Consolidated
    Financials
  Key
    Indicators for Consolidated Financials
  Change in %at constant2007


2006


as reported


exchange ratesNumber of treatments


26,442,421



23,739,733



11
%Same market treatment growth in %


3.9
%


4.2
%Revenue in $ million


9,720



8,499



14
%


12
%Gross profit in % of revenue


34.5
%


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


17.6
%


18.2
%Net income in $ million


717



537



34
%   acquisition-related
        ®
     55




---



##### Table of Contents



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


2006


Change in %Number of treatments


18,451,381



16,877,911



9%Same market treatment growth in %


2.9
%


2.1
%Revenue in $ million


6,663



6,025



11%Depreciation and amortization in $ million


220



187



18%Operating income in $ million


1,130



965



17%Operating income margin in %


17.0
%


16.0
%   Revenue
   56




---



##### Table of Contents



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


2006


as reported


exchange ratesNumber of treatments


7,991,040



6,861,822



16
%Same market treatment growth in %


6.2
%


8.6
%Revenue in $ million


3,057



2,474



24
%


15%Depreciation and amortization in $ million


141



120



18
%Operating income in $ million


544



440



24
%Operating income margin in %


17.8
%


17.8
%   Revenue
     57




---



##### Table of Contents



Operating
    Income
    Year
    ended December 31, 2006 compared to year ended
    December 31, 2005
  Highlights
        Aktiengesellschaft Kommanditgesellschaft auf Aktien
   58




---



##### Table of Contents



For the years endedDecember 31,2006


2005


Change in %(in millions)Operating income

$
1,318


$
939



40%Transformation & Settlement


2



22Restructuring costs and in-process R&D


35



Gain from FTC-related clinic divestment


(40
)


Stock option compensation expense (FAS 123(R))


14



Operating income excluding one time effects and Fas 123(R)

$
1,329


$
961



38%     For the years endedDecember 31,2006


2005


Change in %(in millions)Net income

$
537


$
455



18%Transformation & Settlement


1



17Restructuring costs and in-process R&D


23



Write-off FME prepaid financing fees


9



Loss from FTC-related clinic divestment


4



Stock option compensation expense (FAS 123(R))


10



Net income excluding one time effects and Fas 123(R)

$
584


$
472



24%   Consolidated
    Financials
  Key
    Indicators for Consolidated Financials
  Change in %at constant2006


2005


as reported


exchange ratesNumber of treatments


23,739,733



19,732,753



20%Same market treatment growth in %


4.2
%


4.6
%Revenue in $ million


8,499



6,772



26%



25%Gross profit in % of revenue


33.9
%


32.6
%Selling, general and administrative costs in % of revenue


18.2
%


18.0
%Net income in $ million


537



455



18%    59




---



##### Table of Contents



1998-2001.
   60




---



##### Table of Contents



The following discussions pertain to our business segments
    and the measures we use to manage these segments
  North
    America Segment
  Key
    Indicators for North America Segment
  2006


2005


Change in %Number of treatments


16,877,911



13,471,158



25%Same market treatment growth in %


2.1
%


3.3
%Revenue in $ million


6,025



4,577



32%Depreciation and amortization in $ million


187



140



34%Operating income in $ million


965



644



50%Operating income margin in %


16.0
%


14.1
%   Revenue
          Operating
    income
   61




---



##### Table of Contents



International
    Segment
  Key
    Indicators for International Segment
  Change in %at constant2006


2005


as reported


exchange ratesNumber of treatments


6,861,822



6,261,595



10%Same market treatment growth in %


8.6
%


7.6
%Revenue in $ million


2,474



2,195



13%



12%Depreciation and amortization in $ million


120



109



9%Operating income in $ million


440



362



22%Operating income margin in %


17.8
%


16.5
%   Revenue
            Operating
    income
    B.
    Liquidity
    and Capital Resources  Liquidity
   62




---



##### Table of Contents



Development
    of Days Sales Outstanding
  December 31,

December 31,2007

2006North America


58


59International


110


119Total


74


76     
    a 5-year
    $1 billion revolving credit facility (of which up to
    $0.25 billion is available for letters of credit, up to
    $0.3 billion is available for borrowings in certain
    non-U.S.
    currencies, up to $0.15 billion is available as swing line
    loans in U.S. dollars, up to $0.25 billion is available as
    a competitive loan facility and up to $0.05 billion is
    available as swing line loans in certain
    non-U.S.
    currencies, the total of all of which cannot exceed
    $1 billion) which will be due and payable on March 31,
    2011.
    a 5-year
    term loan facility (Term Loan A) of
    $1.85 billion also scheduled to mature on March 31,
    2011. The 2006 Senior Credit Agreement requires 19 quarterly
    payments on Loan A of $30 million each that 63




---



##### Table of Contents



permanently reduce the term loan facility. The repayments began
    on June 30, 2006 and continue through December 31,
    2010. The remaining amount outstanding is due on March 31,
    2011.  
    a 7-year
    term loan facility (Term Loan B) of
    $1.75 billion scheduled to mature on March 31, 2013.
    The 2006 Senior Credit Agreement requires 28 quarterly payments
    on Loan B that permanently reduce the term loan facility. The
    repayment began June 30, 2006. The first 24 quarterly
    payments will be equal to one quarter of one percent (0.25%) of
    the original principal balance outstanding, payments 25 though
    28 will be equal to twenty-three and one half percent (23.5%) of
    the original principal balance outstanding with the final
    payment due on March 31, 2013, subject to an early
    repayment requirement on March 1, 2011 if the
    Trust Preferred Securities due June 15, 2011 are not
    repaid or refinanced or their maturity is not extended prior to
    that date              Other
   64




---



##### Table of Contents



7 8 1 8
  not-for-profit
  Schuldscheindarlehen
     65




---



##### Table of Contents



1998-2001.
   66




---



##### Table of Contents



Dividends
    Analysis
    of Cash Flow
  Year
    ended December 31, 2007 compared to year ended
    December 31, 2006
  Operations
    Investing
  ®
    Financing
   67




---



##### Table of Contents



Year
    ended December 31, 2006 compared to year ended
    December 31, 2005
  Operations
    Investing
  ®
    Financing
   68




---



##### Table of Contents



Obligations
    Payments due by period ofin millions

Total


1 Year


2-5 Years


Over 5 YearsTrust Preferred
    Securities(a)

$
1,512


$
725


$
788


$
Long Term
    Debt(b)


5,156



322



3,744



1,090Capital Lease Obligations


14



3



8



3Operating Leases


1,943



358



1,021



564Unconditional Purchase Obligations


296



188



108



Other Long-term Obligations


19



18



1Letters of Credit


87



87







$
9,027


$
1,700


$
5,669


$
1,657     (a)
    Interest payments are determined on these debt instruments until
    their respective maturity dates and based on their applicable
    balances and fixed interest rates for each period presented. We
    redeemed $670 million of Trust Preferred Securities on
    February 1, 2008, primarily by utilizing funds available
    under our existing credit facilities.(b)
    Interest payments are based upon the principal repayment
    schedules and fixed interest rates or estimated variable
    interest rates considering the applicable interest rates (e.g.
    Libor, Prime), the applicable margins, and the effects of
    related interest rate swaps.  Expiration per period ofAvailable Sources of Liquidity

Total


1 Year


2-5 Years


Over 5 YearsAccounts receivable
    facility(a)

$
565


$
565


$



$
Unused Senior Credit Lines


875







875



Other Unused Lines of Credit


99



99







$
1,539


$
664


$
875


$
     (a)
    Subject to availability of sufficient accounts receivable
    meeting funding criteria.    Borrowings
         69




---



##### Table of Contents



7 8 1 8
      Outlook
    2008($ in millions)Net Revenues

> $10,400Net Income

$805-$825Leverage ratio

< 2.8Capex

~$650-$750Acquisitions

~$150-$250   Debt
    covenant disclosure  EBITDA
   70




---



##### Table of Contents



For the years ended December 31,2007


2006


2005(in thousands)Total EBITDA

$
1,943,451


$
1,626,825


$
1,190,370Settlement of shareholder proceedings






(888
)


7,335Interest expense (net of interest income)


(371,047
)


(351,246
)


(173,192
)Income tax expense, net


(465,652
)


(413,489
)


(308,748
)Change in deferred taxes, net


1,177



10,904



(3,675
)Changes in operating assets and liabilities


46,876



58,294



(45,088
)Tax payments related to divestitures and acquisitions






(63,517
)


Compensation Expense


24,208



16,610



1,363Cash inflow from Hedging






10,908



Other items, net


20,561



13,429



1,939Net cash provided by operating activities

$
1,199,574


$
907,830


$
670,304   Recently
    Issued Accounting Standards
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Business
    Combinations Business Combinations
    Noncontrolling
    Interests in Consolidated Financial Statements
  The Fair Value Option for
    Financial Assets and Financial Liabilities  Including
    an amendment of FASB Statement No. 115
    
    May be applied instrument by instrument, with a few exceptions,
    such as investments otherwise accounted for by the equity method; 71




---



##### Table of Contents




    Is irrevocable (unless a new election date occurs); and
    Is applied only to entire instruments and not to portions of
    instruments.    Fair Value
    Measurements
  C.
    Research
    and Development          Body
    Composition Monitor
   72




---



##### Table of Contents



easy-to-operate, state-of-the
  5008
    Hemodialysis Machine
        Membrane
    Technology
     73




---



##### Table of Contents



Peritoneal
    Dialysis
      Further
    Extracorporeal Methods
          D.
    Trend
    information   74




---



##### Table of Contents



Item 6.  Directors,
    Senior Management and Employees  A.
    Directors
    and senior management  General
        The
    General Partners Supervisory Board
    FMC-AG &
   75




---



##### Table of Contents



Age as ofDecember 31,Name

2007Dr. Ulf M. Schneider, Chairman


42Dr. Dieter Schenk, Vice-Chairman


55Dr. Gerd
    Krick(1)


69Dr. Walter L.
    Weisman(1)(2)


72John Gerhard
    Kringel(1)(2)


68William P.
    Johnston(1)(2)


63     (1)
    Members of the Audit and Governance Committee of
    FMC-AG & Co. KGaA(2)
    Independent director for purposes of our pooling agreement      Vice-Chairman
   76




---



##### Table of Contents



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



Year termName

2007

Position

expiresDr. Ben J. Lipps


67


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


2011Roberto Fusté


55


Chief Executive Officer for Asia Pacific


2011Dr. Emanuele Gatti


52


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


2010Lawrence Rosen


50


Chief Financial Officer


2011Dr. Rainer Runte


48


General Counsel and Chief Compliance Officer


2010Rice Powell


52


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


2011Mats Wahlstrom


53


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


2011    77




---



##### Table of Contents



Else-Kröner-Strasse 1,
 78




---



##### Table of Contents



The
    Supervisory Board of FMC-AG & Co. KGaA
          FMC-AG &
  B.
    Compensation  Report
    of the Management Board of Management AG, our General
    Partner
   79




---



##### Table of Contents



Compensation
    of the Management Board
      
    non-performance related compensation (basic salary)
    performance related compensation (variable bonus)
    components with long-term incentive effect (share options,
    share-based compensation with cash settlement)         80




---



##### Table of Contents



PerformanceNon-Performance Related


Related


Cash CompensationCompensation


Compensation


(without long-termSalary


Other(3)


Bonus


Incentive Components)2007


2006(1)(2)


2007


2006(1)(2)


2007


2006(1)(2)


2007


2006(1)(2)(in thousands)


(in thousands)


(in thousands)


(in thousands)Dr. Ben Lipps

$
1,050


$
1,050


$
315


$
189


$
2,257


$
2,043


$
3,622


$
3,282Roberto Fusté


480



370



251



221



624



421



1,355



1,012Dr. Emanuele Gatti


637



584



63



48



1,530



1,177



2,230



1,809Rice Powell


700



700



46



20



1,541



1,267



2,287



1,987Lawrence A. Rosen


548



424



115



105



1,197



935



1,860



1,464Dr. Rainer Runte


452



414



41



39



979



760



1,472



1,213Mats Wahlstrom


800



800



47



17



1,761



1,448



2,608



2,265Total

$
4,667


$
4,342


$
878


$
639


$
9,889


$
8,051


$
15,434


$
13,032     (1)
    Up to February 9, 2006 payment by Fresenius Medical Care AG.(2)
    From February 9, 2006 payment by Fresenius Medical Care
    Management AG as general partner in Fresenius Medical Care
    AG & Co. KGaA.(3)
    Includes, insurance premiums, private use of company cars,
    contributions to pension and health insurance and other benefits.     81




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Components with Long-term Incentive EffectStock Options


Share-based Compensation with Cash Settlement


Total2007


2006


2007


2006


2007


2006


2007


2006(Number)


(in thousands)


(in thousands)


(in thousands)Dr. Ben Lipps


99,600



99,600


$
1,318


$
1,237


$
1,243


$
993


$
2,561


$
2,230Roberto Fusté


49,800



49,800



659



619



0



0



659



619Dr. Emanuele Gatti


49,800



49,800



659



619



366



360



1,025



979Rice Powell


49,800



49,800



659



619



841



568



1,500



1,187Lawrence A. Rosen


49,800



49,800



659



619



649



401



1,308



1,020Dr. Rainer Runte


49,800



49,800



659



619



535



392



1,194



1,011Mats Wahlstrom


49,800



49,800



659



619



961



648



1,620



1,267Total


398,400



398,400


$
5,272


$
4,951


$
4,595


$
3,362


$
9,867


$
8,313           Cash Compensation


Components with


Total Compensation(without long-term


long-term


(including long-termIncentive components)


Incentive Effect


Incentive Components)2007


2006


2007


2006(1)


2007


2006(1)(in thousands)


(in thousands)


(in thousands)Dr. Ben Lipps

$
3,622


$
3,282


$
2,561


$
2,230


$
6,183


$
5,512Roberto Fusté


1,355



1,012



659



619



2,014



1,631Dr. Emanuele Gatti


2,230



1,809



1,025



979



3,255



2,788Rice Powell


2,287



1,987



1,500



1,187



3,787



3,174Lawrence A. Rosen


1,860



1,464



1,308



1,020



3,168



2,484Dr. Rainer Runte


1,472



1,213



1,194



1,011



2,666



2,224Mats Wahlstrom


2,608



2,265



1,620



1,267



4,228



3,532Total

$
15,434


$
13,032


$
9,867


$
8,313


$
25,301


$
21,345     (1)
    The prior year figures 2006 are adjusted to the presentation
    format for the year 2007, reflecting grant date fair value. In
    2006 total compensation included the expense recognized in the
    fiscal year. 82




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##### Table of Contents



Expense


Expensefor Long-term


for Long-term


Total ExpenseIncentive


Incentive Components


forComponents


by Share-based


Share-basedwith Equity Instruments


Compensation with Cash Settlement


Compensation2007


2006


2007


2006


2007


2006(in thousands)


(in thousands)


(in thousands)Dr. Ben Lipps

$
769


$
483


$
379


$
0


$
1,148


$
483Roberto Fusté


384



265



0



0



384



265Dr. Emanuele Gatti


384



265



133



0



517



265Rice Powell


378



224



224



0



602



224Lawrence A. Rosen


398



246



147



0



545



246Dr. Rainer Runte


384



264



144



0



528



264Mats Wahlstrom


378



278



256



0



634



278Total

$
3,075


$
2,025


$
1,283


$
0


$
4,358


$
2,025     Commitments
    to Members of the Management Board for the Event of the Ending
    of their Appointment
        Miscellaneous
   83




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##### Table of Contents



Compensation
    of the Supervisory Board of Fresenius Medical Care &
    Co KGaA and Supervisory Board of Management AG
    C.
    Board
    Practices  Rule 10A-3. FMC-AG &
  
    overseeing managements conduct or our financial reporting
    process and the internal accounting and financial control
    systems and auditing of our financial statements;
    monitoring our internal controls risk program;
    monitoring our corporate governance performance according to the
    German corporate governance codex;
    monitoring the independence and performance of our outside
    auditors;
    providing an avenue of communication among the outside auditors,
    management and the Supervisory Board; 84




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##### Table of Contents




    retaining the services of our independent auditors (subject to
    the approval by our shareholders at our Annual General Meeting)
    and approval of their fees; and
    pre-approval of all audit and non-audit services performed by
    KPMG Deutsche Treuhand-Gesellschaft AG
    Wirtschaftsprüfungsgesellschaft, the accounting firm which
    audits our consolidated financial statements.    
    A joint committee (the Joint Committee) (gemeinsamer
    Ausschuss) of the supervisory boards of Management AG and
    FMC-AG & Co. KGaA consisting of two members designated
    by each supervisory board to advise and decide on certain
    extraordinary management measures, including  
    transactions between us and Fresenius SE with a value in excess
    of 0.25% of our consolidated revenue, and
    acquisitions and sales of significant participations and parts
    of our business, the spin-off of significant parts of our
    business, initial public offerings of significant subsidiaries
    and similar matters. A matter is significant for
    purposes of this approval requirement if 40% of our consolidated
    revenues, our consolidated balance sheet total assets or
    consolidated profits, determined by reference to the arithmetic
    average of the said amounts shown in our audited consolidated
    accounts for the previous three fiscal years, are affected by
    the matter.  
    An Audit and Corporate Governance Committee within the
    Supervisory Board of FMC-AG & Co. KGaA consisting of
    five members, at least two of whom shall be persons with no
    significant business, professional or personal connection with
    FMC-AG & Co. KGaA or any of our affiliates, apart from
    membership on our supervisory board or the supervisory board of
    Management AG or Fresenius SE. The Audit and Corporate
    Governance Committee will be responsible for reviewing the
    report of our general partner on relations with related parties
    and for reporting to the overall supervisory board thereon. In
    addition to these functions, the Audit and Corporate Governance
    Committee has acted as our audit committee since it was
    established.  Governance
    Matters
  Rule 10A-3
  The
    Legal Structure of FMC-AG & Co. KGaA
  Kommanditgesellschaft Aktiengesellschaft)
 85




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##### Table of Contents



86




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##### Table of Contents



Management
    and Oversight
    
  General
    Partner
     87




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
    The acquisition, disposal and encumbrance of real property if
    the value or the amount to be secured exceeds a specified
    threshold (5 million);
    The acquisition, formation, disposal or encumbrance of an equity
    participation in other enterprises if the value of the
    transaction exceeds a specified threshold (5 million);
    The adoption of new or the abandonment of existing lines of
    business or establishments;
    Conclusion, amendment and termination of affiliation agreements;
    and
    Certain inter-company legal transactions.    Supervisory
    Board
     88




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##### Table of Contents



General
    Meeting
            The
    Articles of Association of FMC-AG & Co.
    KGaA
   89




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##### Table of Contents



Organization
    of the Company
    FMC-AG &
    Einheits-KGaA
     90




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##### Table of Contents



Annual
    Financial Statement and Allocation of Profits
      Articles
    of Association of Management AG
    D.
    Employees    2007


2006


2005North AmericaDialysis Care


32,087



31,431



24,737Dialysis Products


7,007



6,110



5,39239,094



37,541



30,129InternationalDialysis Care


13,728



11,663



10,626Dialysis Products


8,454



7,545



6,71522,182



19,208



17,341Corporate


130



54



51Total Company


61,406



56,803



47,521     E.
    Share
    ownership   91




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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
  three-year 3-year
 92




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##### Table of Contents



93




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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) (Regulierter Markt)
    Security
    Ownership of Certain Beneficial Owners of Fresenius
    SE
  Regulierter
    Markt
    B.
    Related
    party transactions   94




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##### Table of Contents




    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
    
    to use the Fresenius Medical Care mark in the then
    current National Medical Care non-renal business if it is used
    as part of Fresenius Medical Care together with one
    or more descriptive words, such as Fresenius Medical Care
    Home Care or Fresenius Medical Care
    Diagnostics;
    to use the F logo mark in the National Medical Care
    non-renal business, with the consent of Fresenius SE. That
    consent will not be unreasonably withheld if the mark using the
    logo includes one or more additional descriptive words or
    symbols; and
    to use Fresenius Medical Care as a trade name in
    both the renal business and the National Medical Care non-renal
    business. 95




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Other
    Intellectual Property
    Supply
    Agreements
       96




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Services
    Agreement
      Financing
    Other
    Interests
      General
    Partner Reimbursement
   97




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##### Table of Contents



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

2007

2006

2005Preference share


0.49



0.43



0.39Ordinary share


0.47



0.41



0.37      98




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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
    Amtlicher
    Markt Regulierier Markt sub-segment sub-segment
    Trading
    on the Frankfurt Stock Exchange
      
    permanent quotation during trading hours 99




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##### Table of Contents




    best price execution (in terms of spread and speed)
    full execution.    http://www.deutsch-boerse.com.
        Bundesanstalt
    für Finanzdienstleistungsaufsicht Wertpapierhandelsgesetz
  one-for-three
  Price per


Price perordinary share ()


preference share ()High


Low


High


Low2008


January


39.10



33.80



37.60



32.802007


December


38.67



35.40



36.78



34.20November


38.22



34.56



36.25



33.00October


37.13



35.33



35.53



33.40September


37.85



35.48



36.22



33.90August


36.40



34.40



34.70



33.312007


Fourth Quarter


38.67



34.56



36.78



33.00Third Quarter


37.85



33.05



36.22



31.32Second Quarter


38.02



33.57



36.43



32.00First Quarter


37.71



33.67



36.00



31.932006


Fourth Quarter


36.30



33.13



33.83



30.73Third Quarter


34.53



29.57



32.33



27.30Second Quarter


33.33



27.50



31.70



25.03First Quarter


33.07



28.60



31.33



25.302007


Annual


38.67



33.05



36.78



31.322006


Annual


36.30



27.50



33.83



25.032005


Annual


29.82



19.12



26.44



13.872004


Annual


21.21



16.49



15.15



11.242003


Annual


19.00



12.67



13.67



9.50  100




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##### Table of Contents



Trading
    on the New York Stock Exchange
    Price per


Price perordinary ADS ($)


preference ADS ($)High


Low


High


Low2008


January


57.59



49.77



55.00



45.802007


December


56.70



51.20



53.50



49.65November


56.57



50.20



51.34



47.00October


52.99



50.33



50.00



48.50September


53.46



48.90



48.50



45.90August


50.30



47.32



47.00



43.002007


Fourth Quarter


56.70



50.20



53.50



47.00Third Quarter


53.46



45.68



48.50



42.00Second Quarter


51.56



45.04



49.50



41.75First Quarter


49.75



43.69



46.25



40.002006


Fourth Quarter


47.60



42.10



40.00



38.00Third Quarter


44.50



37.80



38.00



33.30Second Quarter


41.40



34.50



34.80



33.30First Quarter


40.00



34.90



34.80



31.002007


Annual


56.70



43.69



53.50



40.002006


Annual


47.60



34.50



40.00



31.002005


Annual


35.22



25.09



31.20



18.162004


Annual


27.23



20.41



19.15



13.862003


Annual


23.54



13.20



16.68



9.85  Item 10.  Additional
    information  B.
    Articles
    of Association  Kommanditgesellschaft auf Aktien (Amtsgericht) (Sitz) +49-6172-609-0.
  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; 101




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##### Table of Contents




    the projecting, planning, establishment, acquisition and
    operation of health care businesses, including, dialysis
    centers, also in separate enterprises or through third parties
    as well as the participation in such dialysis centers;
    the development, production and distribution of other
    pharmaceutical products and the provision of services in this
    field;
    the provision of advice in the medical and pharmaceutical areas
    as well as scientific information and documentation;
    the provision of laboratory services for dialysis and
    non-dialysis patients and homecare medical services.    General
    Information Regarding Our Share Capital
  Stückaktien Stückaktien
  Sammelurkunden
  General
    provisions on Increasing the Capital of Stock Corporations and
    Partnerships Limited by Shares
  Aktiengesetz)
  genehmigtes Kapital
  bedingtes Kapital
    Voting
    Rights
   102




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##### Table of Contents



Dividend
    Rights
    Bilanzgewinn Handelsgesetzbuch HGB elektronischer Bundesanzeiger
    Liquidation
    Rights
  Aktiengesetz
 103




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##### Table of Contents



Pre-emption
    Rights
    
    we increase our share capital against contributions in cash;
    the amount of the capital increase does not exceed 10% of our
    existing share capital; and
    the issue price of the new shares is not significantly lower
    than the price for the shares quoted on a stock exchange.  Exclusion
    of Minority Shareholders
  Ertragswertmethode
    General
    Meeting
    Amendments
    to the Articles of Association
    Description
    of American Depositary Receipts
  General
   104




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##### Table of Contents



Share
    Dividends and Other Distributions
      
    Cash.  The depositary shall convert cash
    distributions from foreign currency to U.S. dollars if this is
    permissible and can be done on a reasonable basis. The
    depositary will endeavor to distribute cash in a practicable
    manner, and may deduct any taxes or other governmental charges
    required to be withheld, any expenses of converting foreign
    currency and transferring funds to the United States, and
    certain other fees and expenses. In addition, before making a
    distribution the depositary will deduct any taxes withheld. If
    exchange rates fluctuate during a time when the depositary
    cannot convert a foreign currency, investors may lose some or
    all of the value of the distribution.
    Shares.If we make a distribution in shares,
    the depositary may deliver additional ADSs to represent the
    distributed shares, unless the number of ordinary shares or
    preference shares represented by our ADSs is adjusted in
    connection with the distribution. Only whole ADSs will be
    issued. Any shares which would result in fractional ADSs will be
    sold and the net proceeds will be distributed to the ADS holders
    otherwise entitled to receive fractional ADSs. 105




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##### Table of Contents




    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
         106




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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. 107




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##### Table of Contents



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 your request;
    transfer or registration fees for the registration of transfer
    of deposited securities on any applicable register in connection
    with the deposit or withdrawal of deposited securities; and
    expenses of the depositary in connection with the conversion of
    foreign currency into U.S. dollars.    Payment
    of Taxes
  split-up
 108




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##### Table of Contents



Limitations
    on Obligations and Liability
  Limits on
    our Obligations and the Obligations of the Depositary; Limits on
    Liability to Holders of ADSs
    
    are only obligated to take the actions specifically set forth in
    the applicable deposit agreement without negligence or bad faith;
    are not liable if we are or it is prevented or delayed by law or
    circumstances beyond our control from performing our or its
    obligations under the applicable deposit agreement;
    are not liable if we or it exercises discretion permitted under
    the applicable deposit agreement;
    have no obligation to become involved in a lawsuit or other
    proceeding related to the ADSs or the applicable deposit
    agreement on your behalf or on behalf of any other person;
    may rely upon any documents we believe or it believes in good
    faith to be genuine and to have been signed or presented by the
    proper person.    Requirements
    for Depositary Actions
    
    payment of stock transfer or other taxes or other governmental
    charges and transfer or registration fees charged by third
    parties for the transfer of any shares or other deposited
    securities;
    satisfactory proof of the identity and genuineness of any
    signature or other information it deems necessary; and
    compliance with regulations it may establish, from time to time,
    consistent with the deposit agreement, including presentation of
    transfer documents.    Shareholder
    communications; inspection of register of holders of
    ADSs
    Description
    of the Pooling Arrangements
   109




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##### Table of Contents



General
    Independent
    Directors
    Extraordinary
    Transactions
    Interested
    Transactions
   110




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##### Table of Contents



Listing
    of American Depositary Shares; SEC Filings
    
    maintain the effectiveness of (i) the deposit agreement for
    the ordinary shares, or a similar agreement, and to assure that
    the ADSs evidencing the ordinary shares are listed on either the
    New York Stock Exchange or the Nasdaq Stock Market and (ii),
    while the preference ADSs are eligible for listing on the New
    York Exchange or the Nasdaq Stock Market, the deposit agreement
    for the preference shares, or a similar agreement, and to assure
    that, if eligible for such listing, the ADSs evidencing the
    preference shares are listed on either the New York Stock
    Exchange or the Nasdaq Stock Market;
    file all reports, required by the New York Stock Exchange or the
    Nasdaq Stock Market, as applicable, the Securities Act, the
    Securities Exchange Act of 1934, as amended, and all other
    applicable laws;
    prepare all financial statements required for any filing in
    accordance with generally accepted accounting principles of the
    U.S. (U.S. GAAP);
    on an annual basis, prepare audited consolidated financial
    statements including, without limitation, a balance sheet, a
    statement of income and retained earnings, and a statement of
    changes in financial position, and all appropriate notes, all in
    accordance U.S. GAAP, and, on a quarterly basis, prepare and
    furnish consolidated financial statements prepared in accordance
    with U.S. GAAP;
    furnish materials with the SEC with respect to annual and
    special shareholder meetings under cover of
    Form 6-K
    and make the materials available to the depositary for
    distribution to holders of ordinary share ADSs and, if we
    maintain a preference share ADS facility, to holders of
    preference share ADSs at any time that holders of preference
    shares are entitled to voting rights; and
    make available to the depositary for distribution to holders of
    ADSs representing our ordinary shares and, if we maintain a
    preference share ADS facility, ADSs representing our preference
    shares on an annual basis, a copy of any report prepared by the
    supervisory board or the supervisory board of the general
    partner and provided to our shareholders generally pursuant to
    Section 314(2) of the German Stock Corporation Act, or any
    successor provision. These reports concern the results of the
    supervisory boards examination of the managing
    boards report on our relation with affiliated enterprises.  Term
    
    Fresenius SE or its affiliates acquire all our voting capital
    stock;
    Fresenius SEs beneficial ownership of our outstanding
    share capital is reduced to less than 25%;
    Fresenius SE or an affiliate of Fresenius SE ceases to own the
    general partner interest in FMC-AG & Co. KGaA; or
    we no longer meet the minimum threshold for obligatory
    registration of the ordinary shares or ADSs representing our
    ordinary shares and the preference shares or ADSs representing
    our preference shares, as applicable, under
    Section 12(g)(1) of the Securities Exchange Act of 1934, as
    amended, and
    Rule 12g-1
    thereunder.  Amendment
   111




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##### Table of Contents



Enforcement;
    Governing Law
    Directors
    and Officers Insurance
    C.
    Material
    contracts  Form 6-K
    D.
    Exchange
    controls  Exchange
    Controls and Other Limitations Affecting Security
    Holders.
  Deutsche Bundesbank
  Satzung
  E.
    Taxation  U.S. and
    German Tax Consequences of Holding ADSs
   112




---



##### Table of Contents



non-U.S.
      Tax
    Treatment of Dividends
  2 5 U.S.-German
  U.S.-German U.S.-German
    U.S.-German
  U.S.-German
 113




---



##### Table of Contents



U.S.-German
  Refund
    Procedures
  U.S.-German 20007-1998,
  19114-0447.
  U.S.-German
  Taxation
    of Capital Gains
  U.S.-German
    Gift and
    Inheritance Taxes
  U.S.-Germany
 114




---



##### Table of Contents



Other
    German Taxes
    United
    States Information Reporting and Backup Withholding
  U.S.-related Form W-9)
  Non-U.S. non-U.S. Form W-8BEN) non-U.S. U.S.-related
  H.
    Documents
    on display  1-800-SEC-0330. http://www.sec.gov.
    http://www.fmc-ag.com
 115




---



##### Table of Contents



Item 11.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk
    
    changes in reimbursement rates;
    intense competition;
    foreign exchange rate fluctuations;
    varying degrees of acceptance of new product introductions;
    technological developments in our industry;
    uncertainties in litigation or investigative proceedings and
    regulatory developments in the health care sector; and
    the availability of financing.    Reimbursement
    Rates
      Inflation
   116




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##### Table of Contents



Management
    of Foreign Exchange and Interest Rate Risks
      Foreign
    Exchange Risk
  non-U.S.
       117




---



##### Table of Contents



Foreign
    Currency Risk Management
  December 31, 2007
 (in millions)
 Nominal amount
  Fair


Credit2008


2009


Total


value


riskPurchase of EUR against US$

$
238



21


$
259


$
9


$
9Sale of EUR against US$


19







19



(1
)


Purchase of EUR against others


323



17



340



7



9Sale of EUR against others


35







35







Others


52



3



55



(1
)


1Total

$
667



41


$
708


$
14


$
19     Years


Years


Years


YearsYear ending December 31,

High


Low


Average


Close2003 US$ per EUR


1.2630



1.0377



1.1312



1.26302004 US$ per EUR


1.3633



1.1802



1.2439



1.36212005 US$ per EUR


1.3507



1.1667



1.2442



1.17972006 US$ per EUR


1.3331



1.1826



1.2558



1.31702007 US$ per EUR


1.4874



1.2893



1.3705



1.4721   Foreign
    Exchange Sensitivity Analysis
    Interest
    Rate Risk
     118




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##### Table of Contents



Interest
    Rate Exposure
  December 31, 2007
 (in millions)
  Fair ValueDec. 31,2008

2009

2010

2011

2012

Thereafter

Totals

2007FLOATING RATE US$ DEBTPrincipal payments on Senior Credit Agreement


$ 67



134



134



1,310



1,142



379


$
3,166


$
3,166Variable interest rate = 6.13%Accounts receivable securitization programs


$ 85






















$
85


$
85Variable interest rate = 5.44%EIB loans





















$
49


$
49


$
49Variable interest rate = 4.92%FLOATING RATE  DEBTEuro Notes 2005/2009






$109


















$
109


$
109Variable interest rate = 6.563%FIXED RATE US$ DEBTCompany obligated mandatorilyredeemable preferred securities of subsidiariesFresenius Medical Care Capital TrustsFixed interest rate = 7.875% / issued in 1998


$444






















$
444


$
456Fixed interest rate = 7.875% / issued in 2001













$
224










$
224


$
233Senior Notes 2007/2017; fixed interest rate = 6.875%





















$
492


$
492


$
496FIXED RATE  DEBTCompany obligated mandatorilyredeemable preferred securities of subsidiariesFresenius Medical Care Capital TrustsFixed interest rate = 7.375% / issued in 1998 (denominated in
    DEM)


$226






















$
226


$
226Fixed interest rate = 7.375% / issued in 2001 (denominated in
    EUR)













$
440










$
440


$
455Euro Notes 2005/2009






$185


















$
185


$
184Fixed interest rate = 4.57%INTEREST RATE DERIVATIVESUS$ Payer Swaps Notional amount


$615



450



250



1,000



1,150






$
3,465


$
(35
)Average fixed pay rate = 4.43%


4.69
%


4.84
%


4.28
%


4.10
%


4.45
%






4.43
%Receive rate =
    3-month
    $LIBORUS$ Receiver Swaps Notional amount


$450






















$
450


$
(6
)Average fixed receive rate = 3.50%


3.50
%






















3.50
%Pay rate =
    6-month
    $LIBORAll variable interest rates dipicted above are as of
    December 31, 2007   Interest
    Rate Sensitivity Analysis
   119




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##### Table of Contents



Item 12.
    Description
    of Securities other than Equity Securities   PART II  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds    Item 15A.
    Disclosure
    Controls and Procedures  Rule 13a-15.
  Item 15B.
    Managements
    annual report on internal control over financial
    reporting  rules 13a-15(f).
     120




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##### Table of Contents



page F-3.
  Item 15C.
    Attestation
    report of the registered public accounting firm  page F-3.
  Item 15D.
    Changes
    in Internal Control over Financial Reporting    Item 16A.
    Audit
    Committee Financial Expert    Item 16B.
    Code
    of Ethics  Code of
    Business Conduct,
    Item 16C.
    Principal
    Accountant Fees and Services    2007


2006Audit fees

$
8,574


$
7,659Audit related fees


739



296Tax fees


568



582Total

$
9,881


$
8,537    121




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##### Table of Contents



agreed-upon
  Audit
    Committees pre-approval policies and procedures
    case-by-case
    Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees    Item 16E.
    Purchase
    of Equity Securities by the Issuer and Affiliated
    Purchasers   PART III  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements  Page F-1.
  Item 19.
    Exhibits  Form 20-F,
   122




---



##### Table of Contents



Form F-6, No. 333-140664,
  Form F-6, No. 333-140730,
  Form 20-F
  7 8 Form 6-K
  7 8 Form 6-K
  Form F-4 (FMC-AG) No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
 123




---



##### Table of Contents



Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
  Form F-4 No. 333-66558).
    Form 10-Q,
  Form 10-Q,
  Form 6-K,
  Form 20-F
  Form 6-K
  Form 6-K
  Form 6-K
 124




---



##### Table of Contents



Form 6-K
  Form 20-F/A
  Form 6-K
  Form 6-K
  Form 6-K
  Form 6-K (1)
  Co-Documentation Form 6-K (1)
  Form 6-K
 125




---



##### Table of Contents



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 F-1, No. 333-05922,
 126




---



##### Table of Contents



Form 20-F/A
  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,
  FMC-AGs Form 20-F
  Form 20-F/A
  4.18 FMC-AG Form 6-K
  4.19 FMC-AG Form 20-F,
  Form F-4 FMC-AG No. 333-66558).
  Form 6-K/A
  Form 20-F/A (1)
  Form 6-K (1)
 127




---



##### Table of Contents



Form 6-K (1)
  Form 6-K (1)
  Form 6-K (1)
  Form 8-K
  Form 10-K
  Form 6-K (1)
  Form 6-K
  No. 051-0154. Form 6-K
  Form 6-K
    Form 20-F
       128




---



##### Table of Contents



(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. 129




---



##### Table of Contents



SIGNATURES
  Form 20-F
    Fresenius Medical Care
    AG & Co. KGaA,
   fresenius medical care
    management ag,
      Title:
    Chief Executive Officer and       130




---



##### 



INDEX OF
    FINANCIAL STATEMENTS
  PageAudited 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, 2007, 2006 and 2005


F-6Consolidated Balance Sheets as of
    December 31, 2007 and 2006


F-7Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


F-8Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2007, 2006 and
    2005


F-9Notes to Consolidated Financial Statements


F-10Financial Statement Schedule


S-1   F-1




---



##### Table of Contents



MANAGEMENTS
    ANNUAL REPORT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING   rule 13a-15(f).
        page F-4.
   Fresenius Medical Care
    AG
   fresenius medical care
    management ag
      Title:
    Chief Executive Officer and        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



F-5




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    Consolidated Statements of Income
    For the years ended December 31,
    (in thousands, except share data)  2007


2006


2005Net revenue:Dialysis Care

$
7,213,000


$
6,377,390


$
4,866,833Dialysis Products


2,507,314



2,121,648



1,904,9869,720,314



8,499,038



6,771,819Costs of revenue:Dialysis Care


5,130,287



4,538,234



3,583,781Dialysis Products


1,234,232



1,083,248



979,9006,364,519



5,621,482



4,563,681Gross profit


3,355,795



2,877,556



2,208,138Operating expenses:Selling, general and administrative


1,709,150



1,548,369



1,218,265Gain on sale of dialysis clinics






(40,233
)


Research and development


66,523



51,293



50,955Operating income


1,580,122



1,318,127



938,918Other (income) expense:Interest income


(28,588
)


(20,432
)


(18,187
)Interest expense


399,635



371,678



191,379Income before income taxes and minority interest


1,209,075



966,881



765,726Income tax expense


465,652



413,489



308,748Minority interest


26,293



16,646



2,026Net income

$
717,130


$
536,746


$
454,952Basic income per ordinary share

$
2.43


$
1.82


$
1.56Fully diluted income per ordinary share

$
2.42


$
1.81


$
1.55     F-6




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA



Consolidated
    Balance Sheets

(in
    thousands, except share data)  December 31,


December 31,2007


2006AssetsCurrent assets:Cash and cash equivalents

$
244,690


$
159,010Trade accounts receivable, less allowance for doubtful accounts
    of $247,800 in 2007 and $207,293 in 2006


2,026,865



1,848,695Accounts receivable from related parties


99,626



143,349Inventories


636,234



523,929Prepaid expenses and other current assets


495,630



443,854Deferred taxes


356,427



293,079Total current assets


3,859,472



3,411,916Property, plant and equipment, net


2,053,793



1,722,392Intangible assets


689,956



661,365Goodwill


7,245,589



6,892,161Deferred taxes


83,615



62,722Other assets


237,840



294,125Total assets

$
14,170,265


$
13,044,681Liabilities and shareholders equityCurrent liabilities:Accounts payable

$
329,919


$
316,188Accounts payable to related parties


201,049



236,619Accrued expenses and other current liabilities


1,352,013



1,194,939Short-term borrowings


217,497



331,231Short-term borrowings from related parties


2,287



4,575Current portion of long-term debt and capital lease obligations


84,816



160,135Company-obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiaries 
    current portion


669,787



Income tax payable


146,536



116,059Deferred taxes


22,589



15,959Total current liabilities


3,026,493



2,375,705Long-term debt and capital lease obligations, less current
    portion


4,004,013



3,829,341Other liabilities


193,604



149,684Pension liabilities


111,352



112,316Income tax payable


111,280



Deferred taxes


378,497



378,487Company-obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiaries


663,995



1,253,828Minority interest


105,814



75,158Total liabilities


8,595,048



8,174,519Shareholders equity:Preference shares, no par value, 1.00 nominal value,
    12,356,880 shares authorized, 3,778,087 issued and
    outstanding


4,191



4,098Ordinary shares, no par value, 1.00 nominal value,
    373,436,220 shares authorized, 292,786,583 issued and
    outstanding


361,384



359,527Additional paid-in capital


3,221,644



3,153,556Retained earnings


1,887,120



1,358,397Accumulated other comprehensive income (loss)


100,878



(5,416
)Total shareholders equity


5,575,217



4,870,162Total liabilities and shareholders equity

$
14,170,265


$
13,044,681     F-7




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##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    Consolidated Statements of Cash Flows
    For the years ended December 31,
    (in thousands)  2007


2006


2005Operating Activities:Net income

$
717,130


$
536,746


$
454,952Adjustments to reconcile net income to net cash provided by
    operating activities:Settlement of shareholder proceedings






(888
)


7,335Depreciation and amortization


363,330



308,698



251,452Change in minority interest


43,237



24,333



Change in deferred taxes, net


1,177



10,904



(3,675
)Loss on sale of fixed assets and investments


3,616



5,742



3,965Compensation expense related to stock options


24,208



16,610



1,363Cash inflow from Hedging






10,908



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


(62,735
)


(31,276
)


(63,574
)Inventories


(72,825
)


(42,553
)


(9,811
)Prepaid expenses, other current and non-current assets


(11,680
)


(21,629
)


(41,036
)Accounts receivable from / payable to related parties


(22,265
)


(4,875
)


9,596Accounts payable, accrued expenses and other current and
    non-current
    liabilities


113,960



182,877



148,735Income tax payable


102,421



(24,250
)


(88,998
)Tax payments related to divestitures and acquisitions






(63,517
)


Net cash provided by operating activities


1,199,574



907,830



670,304Investing Activities:Purchases of property, plant and equipment


(579,641
)


(467,193
)


(314,769
)Proceeds from sale of property, plant and equipment


31,070



17,658



17,427Acquisitions and investments, net of cash acquired


(257,877
)


(4,307,282
)


(125,153
)Proceeds from divestitures


29,495



515,705



Net cash used in investing activities


(776,953
)


(4,241,112
)


(422,495
)Financing Activities:Proceeds from short-term borrowings


96,995



56,562



44,655Repayments of short-term borrowings


(107,793
)


(55,789
)


(75,493
)Proceeds from short-term borrowings from related parties


43,554



269,920



56,381Repayments of short-term borrowings from related parties


(46,071
)


(285,430
)


(42,632
)Proceeds from long-term debt and capital lease obligations (net
    of debt issuance costs of $16,703 in 2007 and $85,828 in 2006)


516,762



4,007,450



426,531Repayments of long-term debt and capital lease obligations


(486,513
)


(973,885
)


(331,407
)(Decrease) Increase of accounts receivable securitization program


(181,000
)


172,000



(241,765
)Proceeds from exercise of stock options


46,934



53,952



79,944Proceeds from conversion of preference shares into ordinary
    shares






306,759



Repurchase of preferred stock


(7,660
)






Dividends paid


(188,407
)


(153,720
)


(137,487
)Distributions to minority interest


(27,469
)


(15,130
)


1,506Net cash (used in) provided by financing activities


(340,668
)


3,382,689



(219,767
)Effect of exchange rate changes on cash and cash equivalents


3,727



24,526



(1,931
)Cash and Cash Equivalents:Net increase in cash and cash equivalents


85,680



73,933



26,111Cash and cash equivalents at beginning of period


159,010



85,077



58,966Cash and cash equivalents at end of period

$
244,690


$
159,010


$
85,077     F-8




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
    Consolidated Statements of Shareholders Equity
    For the years ended December 31, 2007, 2006 and 2005
    (in thousands, except share data)  Accumulated other comprehensive income (loss)Preference Shares


Ordinary Shares


Additional





ForeignNumber of


No par


Number of


No par


paid in


Retained


currency


Cash flowshares


value


shares


value


capital


earnings


translation


hedges


Pensions


TotalBalance at December 31, 2004


78,888,258



85,283



210,000,000



270,501



2,690,061



657,906


$
(1,462
)

$
(24,164
)

$
(43,309
)


3,634,816Proceeds from exercise of options and related tax effects


4,398,279



5,457











81,114



















86,571Compensation expense related to stock options


















1,363



















1,363Dividends paid






















(137,487
)














(137,487
)Settlement of shareholder proceedings


















7,335



















7,335Comprehensive income (loss)Net income






















454,952















454,952Other comprehensive income (loss) related to:Cash flow hedges, net of related tax effects






























43,128







43,128Foreign currency translation


























(104,723
)










(104,723
)Adjustments relating to pension obligations, net of related tax
    effects


































(12,249
)


(12,249
)Comprehensive income






































381,108Balance at December 31, 2005


83,286,537


$
90,740



210,000,000


$
270,501


$
2,779,873


$
975,371


$
(106,185
)

$
18,964


$
(55,558
)

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


313,164



395



1,561,407



1,989



51,202



















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


(79,888,266
)


(87,037
)


79,888,266



87,037



306,759



















306,759Compensation expense related to stock options


















16,610



















16,610Dividends paid






















(153,720
)














(153,720
)Settlement of shareholder proceedings


















(888
)


















(888
)Comprehensive income (loss)Net income






















536,746















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






























18,223







18,223Foreign currency translation


























114,494











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


































15,952



15,952Comprehensive income






































685,415Effect of adoption of SFAS 158


































(11,306
)


(11,306
)Balance at December 31, 2006


3,711,435


$
4,098



291,449,673


$
359,527


$
3,153,556


$
1,358,397


$
8,309


$
37,187


$
(50,912
)

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


66,652



93



1,336,910



1,857



43,880



















45,830Compensation expense related to stock options


















24,208



















24,208Dividends paid






















(188,407
)














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






















717,130















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






























(54,053
)






(54,053
)Foreign currency translation


























137,048











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


































23,299



23,299Comprehensive income






































823,424Balance at December 31, 2007


3,778,087


$
4,191



292,786,583


$
361,384



3,221,644


$
1,887,120


$
145,357


$
(16,866
)

$
(27,613
)

$
5,575,217     F-9




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)  1.
    The
    Company, Basis of Presentation and Summary of Significant
    Accounting Policies  The
    Company
  Kommanditgesellschaft auf Aktien
  Basis of
    Presentation
    three-for-one
  Summary
    of Significant Accounting Policies
  a) Principles
    of Consolidation
      b) Cash
    and Cash Equivalents
    c) Allowance
    for Doubtful Accounts
    d) Inventories
  first-in,
 F-10




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
    e) Property,
    Plant and Equipment
    f) Intangible
    Assets and Goodwill
            g) Derivative
    Financial Instruments
   F-11




---



##### 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.
  i) Revenue
    Recognition Policy
  non-governmental
    FMC-AG & Co. mark-up,
    j) Research
    and Development expenses
    k) IncomeTaxes
  Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109 Accounting for Income Taxes
   F-12




---



##### 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-13




---



##### 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      Before Adoption





After Adoptionof Statement 158


Adjustments


of Statement 158Deferred tax assets

$
26,058


$
7,134


$
33,192Accrued expenses and other current liabilities

$



$
1,692


$
1,692Pension liabilities

$
95,568


$
16,748


$
112,316Accumulated other comprehensive loss

$
(39,606
)

$
(11,306
)

$
(50,912
)   t)
    Stock
    Option Plans  Share-Based Payment
 F-14




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
  Accounting for Stock Issued to Employees
  u)
    Recent
    Pronouncements  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Business Combinations Business
    Combinations
    Noncontrolling
    Interests in Consolidated Financial Statements
  The Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
    
    May be applied instrument by instrument, with a few exceptions,
    such as investments otherwise accounted for by the equity method;
    Is irrevocable (unless a new election date occurs); and
    Is applied only to entire instruments and not to portions of
    instruments.  FASB Statement No. 157, Fair Value
    Measurements
 F-15




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
   Fair Value Measurements
  2.
    Transformation
    of Legal Form and Conversion of Preference Shares  Aktiengesellschaft Kommanditgesellschaft auf
    Aktien
     F-16




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
     ex gratia
  ex gratia
  3.
    Acquisitions    F-17




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
   RCG
    Acquisition
      Assets held for sale

$
330,092Other current assets


414,006Property, plant and equipment


301,498Intangible assets and other assets


149,486Goodwill


3,389,907Accounts payable, accrued expenses and other current liabilities


(289,378
)Income tax payable and deferred taxes


(58,756
)Long-term debt and capital lease obligations


(3,882
)Other liabilities


(75,289
)Total allocation of acquisition cost

$
4,157,684       For the years endedDecember 31,Unaudited

2006


2005Pro forma net revenue

$
8,809,573


$
7,983,941Pro forma net income


536,223



449,481Pro forma net income per ordinary share:Basic


1.82



1.54Fully diluted


1.81



1.53  F-18




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
  Phoslo
    Acquisition
  ® ®
      4.
    Related
    Party Transactions  a)
    Service
    Agreements       F-19




---



##### 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 Fresenius SE    d)
    Other      5.
    Inventories    2007


2006Raw materials and purchased components

$
136,013


$
108,584Work in process


51,829



41,272Finished goods


350,478



269,496Health care supplies


97,914



104,577Inventories

$
636,234


$
523,929      F-20




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
   6.
    Property,
    Plant and Equipment    2007


2006Land and improvements

$
39,791


$
32,492Buildings and improvements


1,348,727



1,123,691Machinery and equipment


2,191,418



1,844,299Machinery, equipment and rental equipment under capitalized
    leases


21,533



17,044Construction in progress


235,144



255,9943,836,613



3,273,520Accumulated depreciation


(1,782,820
)


(1,551,128
)Property, plant and equipment, net

$
2,053,793


$
1,722,392     month-to-month
  7.
    Intangible
    Assets and Goodwill    December 31, 2007


December 31, 2006Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable Intangible AssetsNon-compete Agreements

$
212,105


$
(129,559
)

$
203,123


$
(118,553
)Technology


100,016



(4,872
)


64,800



(406
)Other


310,308



(240,875
)


305,509



(233,099
)$
622,429


$
(375,306
)

$
573,432


$
(352,058
)   Carrying





CarryingAmount





AmountNon-amortizable
    Intangible AssetsTradename

$
223,350






$
222,122Management contracts


219,483







217,869$
442,833






$
439,991Total Intangible Assets

$
689,956






$
661,365  F-21




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
    Amortization
    Expense
  2005

$
40,3492006

$
43,2102007

$
34,003   Estimated
    Amortization Expense
  2008

$
32,3452009

$
28,3062010

$
26,9022011

$
25,7372012

$
24,179   Goodwill
    NorthAmerica


International


Corporate


TotalBalance as of January 1, 2006

$
3,076,333


$
380,544


$



$
3,456,877Goodwill acquired RCG (excl. divestitures)


3,381,901











3,381,901Goodwill acquired other


68,106



36,843







104,949Goodwill disposed of


(119,942
)










(119,942
)Reclassification from Patient Relationships


35,240











35,240Other Reclassifications


(3,603
)


(424
)






(4,027
)Foreign Currency Translation Adjustment


(40
)


37,203







37,163Balance as of December 31, 2006

$
6,437,995


$
454,166


$



$
6,892,161Goodwill acquired


52,674



59,491



159,385



271,550Reclassifications


17,952



8,195







26,147Foreign Currency Translation Adjustment


(146
)


55,877







55,731Balance as of December 31, 2007

$
6,508,475


$
577,729


$
159,385


$
7,245,589  F-22




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
  8.
    Accrued
    Expenses and Other Current Liabilities    2007


2006Accrued salaries and wages

$
331,931


$
283,859Unapplied cash and receivable credits


173,424



148,985Accrued insurance


146,377



124,422Special charge for legal matters


115,000



115,000Other


585,281



522,673Total accrued expenses and other current liabilities

$
1,352,013


$
1,194,939       9.
    Short-Term
    Borrowings and Short-Term Borrowings from Related
    Parties    2007


2006Borrowings under lines of credit

$
132,497


$
65,231Accounts receivable facility


85,000



266,000Short-term borrowings


217,497



331,231Short-term borrowings from related parties


2,287



4,575Short-term borrowings including related parties

$
219,784


$
335,806   Short-term
    Borrowings
  Lines of
    Credit
     F-23




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
    Accounts
    Receivable Facility
      Short-term
    Borrowings from related parties
      10.
    Long-term
    Debt and Capital Lease Obligations    2007


20062006 Senior Credit Agreement

$
3,166,114


$
3,564,702Senior Notes


491,569



Euro Notes


294,420



263,400EIB Agreements


48,806



84,618Capital lease obligations


14,027



8,286Other


73,893



68,4704,088,829



3,989,476Less current maturities


(84,816
)


(160,135
)$
4,004,013


$
3,829,341  F-24




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
  Senior
    Debt
    2006
    Senior Credit Agreement
      
    a 5-year
    $1,000,000 revolving credit facility (of which up to $250,000 is
    available for letters of credit, up to $300,000 is available for
    borrowings in certain
    non-U.S.
    currencies, up to $150,000 is available as swing line loans in
    U.S. dollars, up to $250,000 is available as a competitive loan
    facility and up to $50,000 is available as swing line loans in
    certain
    non-U.S.
    currencies, the total of which cannot exceed $1,000,000) which
    will be due and payable on March 31, 2011.
    a 5-year
    term loan facility (Term Loan A) of $1,850,000, also
    scheduled to mature on March 31, 2011. The 2006 Senior
    Credit Agreement requires 19 quarterly payments on Term Loan A
    of $30,000 each that permanently reduce the term loan facility
    which began June 30, 2006 and continue through
    December 31, 2010. The remaining amount outstanding is due
    on March 31, 2011.
    a 7-year
    term loan facility (Term Loan B) of $1,750,000
    scheduled to mature on March 31, 2013. The terms of the
    2006 Senior Credit Agreement require 28 quarterly payments on
    Term Loan B that permanently reduce the term loan facility. The
    repayment began June 30, 2006. The first 24 quarterly
    payments will be equal to one quarter of one percent (0.25%) of
    the original principal balance outstanding, payments 25 through
    28 will be equal to twenty-three and one half percent (23.5%) of
    the original principal balance outstanding with the final
    payment due on March 31, 2013, subject to an early
    repayment requirement on March 1, 2011 if the
    Trust Preferred Securities due June 15, 2011 are not
    repaid or refinanced or their maturity is not extended prior to
    that date.         F-25




---



##### Table of Contents



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


Balance OutstandingDecember 31,


December 31,2007


2006


2007


2006Revolving Credit

$
1,000,000


$
1,000,000


$
37,989


$
67,827Term Loan A


1,550,000



1,760,000



1,550,000



1,760,000Term Loan B


1,578,125



1,736,875



1,578,125



1,736,875$
4,128,125


$
4,496,875


$
3,166,114


$
3,564,702         Senior
    Notes
  7 8 1 8
 F-26




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
   Euro
    Notes
  Schuldscheindarlehen
  European
    Investment Bank Agreements
  not-for-profit
      
    90,000 multi-currency revolving credit facility expiring
    in 2013
    41,000 multi-currency term-loan credit facility expiring
    in 2013 which was fully drawn down in U.S. dollars in the amount
    of $48,806 in September 2005.
    90,000 multi-currency term-loan credit facility expiring
    in 2014      Annual
    Payments
    2008

$
84,8162009


471,4532010


145,1332011


1,318,5612012


1,143,899Thereafter


933,398$
4,097,260  F-27




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
  11.
    Employee
    Benefit Plans  General
            Defined
    Benefit Pension Plans
       F-28




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
    2007


2006Change in benefit obligation:Benefit obligation at beginning of year

$
334,375


$
320,975Foreign currency translation


12,193



10,843Service cost


8,835



8,113Interest cost


18,506



16,945Transfer of plan participants


670



(728
)Actuarial (gain) loss


(36,637
)


(16,194
)Benefits paid


(6,293
)


(5,579
)Benefit obligation at end of year

$
331,649


$
334,375Change of plan assets:Fair value of plan assets at beginning of year

$
220,367


$
196,013Actual return on plan assets


12,276



18,128Employer contributions


1,173



10,982Benefits paid


(5,235
)


(4,756
)Fair value of plan assets at end of year

$
228,581


$
220,367Funded status at year end

$
103,068


$
114,008         F-29




---



##### Table of Contents



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


Additionallosses


Minimum(gains)


LiabilityAdjustments related to pensions at January 1, 2006

$



$
92,180Additions






Releases






(28,189
)Adjustment FAS 158


84,104



(65,664
)Foreign Currency Translation Adjustment






1,673Adjustments related to pensions at December 31, 2006

$
84,104


$
Additions


(32,551
)


Releases


(5,163
)


Foreign Currency Translation Adjustment


1,985



Adjustments related to pensions at December 31, 2007

$
48,375


$
       in %

2007


2006Discount rate


6.16



5.52Rate of compensation increase


4.16



4.18     Components of net periodic benefit cost:

2007


2006


2005Service cost

$
8,835


$
8,113


$
5,103Interest cost


18,506



16,945



15,927Expected return on plan assets


(16,362
)


(15,361
)


(13,163
)Amortization unrealized losses


5,163



8,420



6,753Amortization of prior service cost






846



210Settlement loss






238



Net periodic benefit costs

$
16,142


$
19,201


$
14,830     in %

2007


2006


2005Discount rate


5.52



5.16



5.61Expected return of plan assets


7.50



7.50



7.50Rate of compensation increase


4.18



4.18



4.22  F-30




---



##### Table of Contents



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

$
7,9032009


8,8622010


10,0312011


10,7202012


11,8752013-2017


82,413   Plan
    Investment Policy and Strategy
        Allocation in


Allocation in


Target allocation2007 in %


2006 in %


in %Categories of plan assetsEquity securities


32



38



36Debt securities


68



62



64Total


100



100



100   Defined
    Contribution Plans
    12.
    Mandatorily
    Redeemable Trust Preferred Securities   F-31




---



##### 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


2007


2006Fresenius Medical Care Capital Trust II


1998



$ 450,000



77/8
%


February 1, 2008


$
443,985


$
434,942Fresenius Medical Care Capital Trust III


1998


D
M 300,000



73/8
%


February 1, 2008



225,802



202,011Fresenius Medical Care Capital Trust IV


2001



$ 225,000



77/8
%


June 15, 2011



223,684



223,300Fresenius Medical Care Capital Trust V


2001



 300,000



73/8
%


June 15, 2011



440,311



393,575$
1,333,782


$
1,253,828   13.
    Shareholders
    Equity  Capital
    Stock
    genehmigtes Kapital
  bedingtes Kapital
 F-32




---



##### 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)
  three-for-one
 F-33




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
    Dividends
  Handelsgesetzbuch
         F-34




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
   14.
    Earnings
    Per Share    2007


2006


2005Numerators:Net income

$
717,130


$
536,746


$
454,952less:Dividend Preference on Preference shares


103



90



2,000Income available to all class of shares

$
717,027


$
536,656


$
452,952Denominators:Weighted average number of:Ordinary shares outstanding


291,929,141



290,621,904



210,000,000Preference shares outstanding


3,739,470



3,575,376



80,369,448Total weighted average shares outstanding


295,668,611



294,197,280



290,369,448Potentially dilutive Ordinary shares


1,079,683



1,673,649



Potentially dilutive Preference shares


127,324



140,976



2,337,990Total weighted average Ordinary shares outstanding assuming
    dilution


293,008,824



292,295,553



210,000,000Total weighted average Preference shares outstanding assuming
    dilution


3,866,794



3,716,352



82,707,438Basic income per Ordinary share

$
2.43


$
1.82


$
1.56Plus preference per Preference share


0.02



0.03



0.02Basic income per Preference Share

$
2.45


$
1.85


$
1.58Fully diluted income per Ordinary share

$
2.42


$
1.81


$
1.55Plus preference per Preference share


0.02



0.03



0.03Fully diluted income per Preference share

$
2.44


$
1.84


$
1.58   15.
    Stock
    Options   F-35




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
     2005Net income:As reported

$
454,952Add: Stock-based employee compensation expense included in
    reported net income, net of tax effects


1,090Deduct: Total stock-based employee compensation expense
    determined under fair value method for all awards, net of
    related tax effects


(8,302
)Pro forma

$
447,740Basic net income per:Ordinary shareAs reported

$
1.56Pro forma

$
1.54Preference shareAs reported

$
1.58Pro forma

$
1.56Fully diluted net income per:Ordinary shareAs reported

$
1.55Pro forma

$
1.52Preference shareAs reported

$
1.57Pro forma

$
1.55   Stock
    Options and other Share-Based Plans
    Incentive
    plan
   F-36




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
   Fresenius
    Medical Care AG & Co. KGaA Stock Option Plan
    2006
            Fresenius
    Medical Care 2001 International Stock Option Plan
   F-37




---



##### Table of Contents



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


WeightedAverage


AverageExercise


ExerciseOptions


Price


Price(in thousands)





$Ordinary sharesBalance at December 31, 2006


9,222



20.39



30.02Granted


2,396



33.91



49.92Exercised


1,337



20.18



29.71Forfeited


308



27.64



40.69Balance at December 31, 2007


9,973



26.64



39.22Preference sharesBalance at December 31, 2006


368



16.19



23.83Exercised


67



15.10



22.23Forfeited


26



19.23



28.31Balance at December 31, 2007


275



16.16



23.79  F-38




---



##### Table of Contents



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


Weighted


Weightedremaining


average


average


Aggregate


AggregateNumber of


contractual


exercise


exercise


intrinsic


intrinsicOptions


life in years


price


price


value


value(in thousands)








US$





US$Options for preference shares


202



3.58



14.77



21.74



4,158



6,122Options for ordinary shares


3,335



4.88



20.40



30.03



54,326



79,973       Fair
    Value Information
    2007


2006Expected dividend yield


1.93%



1.64%Risk-free interest rate


4.19%



3.78%Expected volatility


27.13%



30.03%Expected life of options


7 years



7 yearsExercise price


33.91



30.54(Exercise price in US$)

($
46.22
)

($
40.23
)  F-39




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
    2005Expected dividend yield


2.88%Risk-free interest rate


2.76%Expected volatility


40.00%Expected life of options


5.3 years   16.
    Income
    Taxes    2007


2006


2005Germany

$
225,963


$
167,258


$
109,407United States


781,868



645,360



512,697Other


201,244



154,263



143,622$
1,209,075


$
966,881


$
765,726     2007


2006


2005Current:Germany

$
124,598


$
107,609


$
40,386United States


283,350



150,550



206,551Other


75,534



57,462



48,133483,482



315,621



295,070Deferred:Germany


(11,377
)


(15,219
)


(12,990
)United States


4,052



118,800



27,391Other


(10,505
)


(5,713
)


(723
)(17,830
)


97,868



13,678$
465,652


$
413,489


$
308,748     Unternehmensteuerreformgesetz 2008
   F-40




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
    2007


2006


2005Expected corporate income tax expense

$
465,131


$
371,959


$
294,345Tax free income


(50,131
)


(33,912
)


(18,442
)Foreign tax rate differential


(5,434
)


(3,013
)


(8,431
)Non-deductible expenses


5,081



17,055



27,757Taxes for prior years


41,868



41,332



20,509Tax on divestitures


0



29,128



0Change of German tax rate


(4,257
)


0



0Other


13,394



(9,060
)


(6,990
)Actual income tax expense

$
465,652


$
413,489


$
308,748Effective tax rate


38.5
%


42.8
%


40.3
%     2007


2006Deferred tax assets:Accounts receivable, primarily due to allowance for doubtful
    accounts

$
37,572


$
42,753Inventory, primarily due to additional costs capitalized for tax
    purposes, and inventory reserve accounts


42,301



32,512Plant, equipment, intangible assets and other non current
    assets, principally due to differences in depreciation and
    amortization


50,829



45,949Accrued expenses and other liabilities for financial accounting
    purposes, not currently tax deductible


321,665



253,730Net operating loss carryforwards


64,792



37,965Derivatives


22,260



8,313Other


10,716



10,978Total deferred tax assets

$
550,135


$
432,200Less: valuation allowance


(51,326
)


(41,231
)Net deferred tax assets

$
498,809


$
390,969Deferred tax liabilities:Accounts receivable, primarily due to allowance for doubtful
    accounts

$
13,630


$
10,398Inventory, primarily due to inventory reserve accounts for tax
    purposes


6,306



6,994Accrued expenses and other liabilities deductible for tax prior
    to financial accounting recognition


4,286



30,714Plant, equipment and intangible assets, principally due to
    differences in depreciation and amortization


400,408



302,187Derivatives


14,636



33,831Other


20,587



45,491Total deferred tax liabilities


459,853



429,615Net deferred tax assets, (liabilities)

$
38,956


$
(38,646
)    F-41




---



##### Table of Contents



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

$
17,2832009


6,9142010


5,1912011


9,9262012


19,8892013


13,9452014


15,1642015


14,8612016


9,6792017 and thereafter


11,809Without expiration date


61,839Total

$
186,500         Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109 Accounting for Income Taxes
   F-42




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
            2007Unrecognized tax benefits (net of interest):Balance at January 1, 2007

$
302,552Increases in unrecognized tax benefits prior periods


29,236Decreases in unrecognized tax benefits prior periods


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


14,893Changes related to settlements with tax authorities


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


Foreign currency translation


20,294Balance at December 31, 2007

$
354,050       17.
    Operating
    Leases   F-43




---



##### Table of Contents



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

$
357,5972009


318,6342010


277,1002011


233,0882012


192,928Thereafter


563,574$
1,942,921   18.
    Legal
    Proceedings  Commercial
    Litigation
       F-44




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
    03-1431,
  FMC-AG &
  Other
    Litigation and Potential Exposures
     F-45




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
       ® ®
  qui tam
 F-46




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
             F-47




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
   Accrued
    Special Charge for Legal Matters
    19.
    Financial
    Instruments  Market
    Risk
      Foreign
    Exchange Risk Management
         F-48




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
           Interest
    Rate Risk Management
      Cash
    Flow Hedges of Variable Rate Debt
    Fair
    Value Hedges of Fixed Rate Debt
   F-49




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
    Fair
    Value of Financial Instruments
    2007


2006Carrying





CarryingAmount


Fair Value


Amount


Fair ValueNon-derivativesAssetsCash and cash equivalents

$
244,690


$
244,690


$
159,010


$
159,010Receivables


2,026,865



2,026,865



1,848,695



1,848,695LiabilitiesAccounts payable


530,968



530,968



552,807



552,807Long term debt, excluding Euro and Senior Notes


3,302,840



3,302,840



3,726,076



3,726,076Trust Preferred Securities


1,333,782



1,364,188



1,253,828



1,331,802Euro Notes


294,420



292,466



263,400



266,480Senior Notes


491,569



496,035



0



0DerivativesForeign exchange contracts


13,636



13,636



2,613



2,613Dollar interest rate hedges


(40,735
)


(40,735
)


45,217



45,217Yen interest rate hedges


(32
)


(32
)


(75
)


(75
)     Estimation
    of Fair Values
           F-50




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
         20.
    Other
    Comprehensive Income (Loss)    Year ended December 31, 2007


Year ended December 31, 2006


Year ended December 31, 2005Tax








Tax








TaxPretax


Effect


Net


Pretax


Effect


Net


Pretax


Effect


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

$
(83,919
)

$
32,961


$
(50,958
)

$
25,513


$
(9,300
)

$
16,213


$
72,440


$
(28,653
)

$
43,787Reclassification adjustments


(4,455
)


1,360



(3,095
)


3,280



(1,270
)


2,010



(1,243
)


584



(659
)Total other comprehensive (loss) income relating to cash flow
    hedges:


(88,374
)


34,321



(54,053
)


28,793



(10,570
)


18,223



71,197



(28,069
)


43,128Foreign-currency translation adjustment


137,048



0



137,048



114,494



0



114,494



(104,723
)


0



(104,723
)Adjustments related to pension obligations


35,729



(12,430
)


23,299



8,074



(3,428
)


4,646



(19,996
)


7,747



(12,249
)Other comprehensive income (loss)

$
84,403


$
21,891


$
106,294


$
151,361


$
(13,998
)

$
137,363


$
(53,522
)

$
(20,322
)

$
(73,844
)   21.
    Business
    Segment Information      F-51




---



##### 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


Total2007Net revenue

$
6,663,221



3,057,030



9,720,251


$
63


$
9,720,314Inter-segment revenue


516



77,492



78,008



(78,008
)


Revenue


6,663,737



3,134,522



9,798,259



(77,945
)


9,720,314Depreciation and amortization


(220,210
)


(140,968
)


(361,178
)


(2,151
)


(363,329
)Operating Income


1,129,801



544,214



1,674,015



(93,894
)


1,580,121Segment
    assets(1)


10,586,316



3,330,955



13,917,271



252,994



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


396,705



320,507



717,212



120,306



837,5182006Net revenue

$
6,025,314


$
2,473,724


$
8,499,038


$



$
8,499,038Inter-segment revenue


1,281



60,043



61,324



(61,324
)


Revenue


6,026,595



2,533,767



8,560,362



(61,324
)


8,499,038Depreciation and amortization


(186,826
)


(119,938
)


(306,764
)


(1,934
)


(308,698
)Operating Income


964,609



440,552



1,405,161



(87,034
)


1,318,127Segment
    assets(1)


10,196,844



2,744,833



12,941,677



103,004



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


4,599,276



175,062



4,774,338



137



4,774,4752005Net revenue

$
4,577,379


$
2,194,440


$
6,771,819


$



$
6,771,819Inter-segment revenue


1,327



54,449



55,776



(55,776
)


Revenue


4,578,706



2,248,889



6,827,595



(55,776
)


6,771,819Depreciation and amortization


(139,747
)


(109,812
)


(249,559
)


(1,893
)


(251,452
)Operating Income


643,917



362,134



1,006,051



(67,133
)


938,918Segment assets


5,634,985



2,216,630



7,851,615



131,485



7,983,100Capital expenditures and
    acquisitions(4)


252,822



187,030



439,852



70



439,922     (1)
    Segment assets of North America include the goodwill of RCG of
    $3,381,901 as of December 31, 2007 and 2006.(2)
    International and Corporate acquisitions exclude $9,964 and
    $83,812, respectively, of non-cash acquisitions for 2007.(3)
    North America and International acquisitions exclude $2,500 and
    $6,208 of non-cash acquisitions for 2006. North America
    acquisitions include $4,148,200 at December 31, 2006 of the
    total $4,157,619 purchase price of RCG.(4)
    North America and International acquisitions exclude $260 and
    $9,031, respectively, of non-cash acquisitions for 2005. F-52




---



##### 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


Total2007Net revenue

$
308,603


$
6,663,221


$
2,748,490


$
9,720,314Long-lived assets


195,846



8,471,870



1,558,364



10,226,0802006Net revenue

$
288,047


$
6,025,314


$
2,185,677


$
8,499,038Long-lived assets


144,877



8,274,104



1,080,301



9,499,2822005Net revenue

$
288,923


$
4,577,379


$
1,905,517


$
6,771,819Long-lived assets


157,362



4,372,453



906,220



5,436,035   22.
    Supplementary
    Cash Flow Information    2007


2006


2005Supplementary cash flow information:Cash paid for interest

$
407,882


$
378,233


$
180,853Cash paid for income taxes

$
349,058


$
423,514


$
380,764Cash inflow for income taxes from stock option exercises

$
8,177


$
7,428


$
Supplemental disclosures of cash flow information:Details for acquisitions:Assets acquired

$
(431,289
)

$
(4,784,713
)

$
(149,189
)Liabilities assumed


47,779



348,898



18,161Minorities


13,040



56,300



(5,017
)Notes assumed in connection with acquisition


93,775



8,708



9,291Cash paid


(276,695
)


(4,370,807
)


(126,754
)Less cash acquired


18,818



63,525



1,601Net cash paid for acquisitions

$
(257,877
)

$
(4,307,282
)

$
(125,153
)   23.
    Supplemental
    Condensed Combining Information   F-53




---



##### 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, 2007Issuer


Guarantor SubsidiariesFMC


FMC-AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalNet revenue

$



$



$
2,423,597


$



$
9,239,917


$
(1,943,200
)

$
9,720,314Cost of revenue










1,871,403







6,400,239



(1,907,123
)


6,364,519Gross profit










552,194







2,839,678



(36,077
)


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


37



104,449



181,283



(1,900
)


1,477,793



(52,512
)


1,709,150Research and development










45,047







21,476







66,523Operating (loss) income


(37
)


(104,449
)


325,864



1,900



1,340,409



16,435



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


(358
)


18,536



15,257



188,644



192,335



(43,367
)


371,047Other, net






(893,558
)


196,415



(591,969
)






1,289,112



Income (loss) before income taxes and minority interest


321



770,573



114,192



405,225



1,148,074



(1,229,310
)


1,209,075Income tax expense (benefit)


94



53,443



123,247



(74,698
)


413,981



(50,415
)


465,652Income (loss) before minority interest


227



717,130



(9,055
)


479,923



734,093



(1,178,895
)


743,423Minority interest






















26,293



26,293Net income (loss)

$
227


$
717,130


$
(9,055
)

$
479,923


$
734,093


$
(1,205,188
)

$
717,130   F-54




---



##### 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, 2006Guarantor SubsidiariesFMC-AG &








Non-Guarantor


Combining


CombinedCo. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalNet revenue

$



$
1,750,605


$



$
8,242,843


$
(1,494,410
)

$
8,499,038Cost of revenue






1,297,157







5,804,814



(1,480,489
)


5,621,482Gross profit






453,448







2,438,029



(13,921
)


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


98,761



145,700



16,829



1,345,974



(58,895
)


1,548,369Gain on sale of legacy clinics














(40,233
)






(40,233
)Research and development






36,801







14,492







51,293Operating (loss) income


(98,761
)


270,947



(16,829
)


1,117,796



44,974



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


23,228



13,108



186,988



126,338



1,584



351,246Other, net


(728,116
)


160,094



(448,408
)






1,016,430



Income (loss) before income taxes and minority interest


606,127



97,745



244,591



991,458



(973,040
)


966,881Income tax expense (benefit)


69,381



101,042



(81,527
)


379,268



(54,675
)


413,489Income (loss) before minority interest


536,746



(3,297
)


326,118



612,190



(918,365
)


553,392Minority interest


















16,646



16,646Net income (loss)

$
536,746


$
(3,297
)

$
326,118


$
612,190


$
(935,011
)

$
536,746   F-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, 2005Guarantor SubsidiariesFMC-AG &








Non-Guarantor


Combining


CombinedCo. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalNet revenue

$



$
1,059,401


$



$
7,010,734


$
(1,298,316
)

$
6,771,819Cost of revenue






664,871







5,058,548



(1,284,265
)


4,439,154Gross profit






394,530







1,952,186



(14,051
)


2,332,665Operating (income) expenses:Selling, general and administrative


(14,805
)


135,899







1,075,777



145,921



1,342,792Research and development


3,271



32,702







14,982







50,955Operating income (loss)


11,534



225,929







861,427



(159,972
)


938,918Other (income) expense:Interest, net


35,391



11,750



51,981



112,199



(38,129
)


173,192Other, net


(525,497
)


131,392



(294,649
)






688,754



Income (loss) before income taxes and minority interest


501,640



82,787



242,668



749,228



(810,597
)


765,726Income tax expense (benefit)


46,688



79,606



(20,792
)


286,629



(83,383
)


308,748Income (loss) before minority interest


454,952



3,181



263,460



462,599



(727,214
)


456,978Minority interest


















2,026



2,026Net income (loss)

$
454,952


$
3,181


$
263,460


$
462,599


$
(729,240
)

$
454,952  F-56




---



##### Table of Contents



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


Guarantor SubsidiariesFMC


FMC-AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalCurrent assets:Cash and cash equivalents

$
44


$



$
45


$



$
244,601


$



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










158,052







1,868,813







2,026,865Accounts receivable from related parties


17,450



1,300,573



521,671



381,635



1,239,700



(3,361,403
)


99,626Inventories










165,186







554,171



(83,123
)


636,234Prepaid expenses and other current assets


1



30,404



16,828



50



508,859



(60,512
)


495,630Deferred taxes


















323,133



33,294



356,427Total current assets


17,495



1,330,977



861,782



381,685



4,739,277



(3,471,744
)


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






296



145,156







1,983,968



(75,627
)


2,053,793Intangible assets






248



12,028







677,680







689,956Goodwill










3,585







7,242,004







7,245,589Deferred taxes










4,674







82,061



(3,120
)


83,615Other assets


491,569



6,194,201



1,233,386



8,021,199



(4,452,579
)


(11,249,936
)


237,840Total assets

$
509,064


$
7,525,722


$
2,260,611


$
8,402,884


$
10,272,411


$
(14,800,427
)

$
14,170,265Current liabilities:Accounts payable

$



$
542


$
22,821


$



$
306,556


$



$
329,919Accounts payable to related parties






408,156



366,443



987,111



1,824,901



(3,385,562
)


201,049Accrued expenses and other current liabilities


17,124



27,787



108,047



6,477



1,194,598



(2,020
)


1,352,013Short-term borrowings


















217,497







217,497Short-term borrowings from related parties






1,076,516











(965,997
)


(108,232
)


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






832



294



502,462



16,757



(435,529
)


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


















669,787







669,787Income tax payable


94



64,607











81,187



648



146,536Deferred taxes






526



5,074







21,049



(4,060
)


22,589Total current liabilities


17,218



1,578,966



502,679



1,496,050



3,366,335



(3,934,755
)


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


491,569



293,695



147



1,604,181



5,243,330



(3,632,329
)


4,000,593Long term borrowings from related parties






4,642



228,531



491,569



969,417



(1,690,739
)


3,420Other liabilities






24,346



11,309







142,167



15,782



193,604Pension liabilities






2,748



112,188







(3,584
)






111,352Income tax payable






44,739











18,049



48,492



111,280Deferred taxes






1,369











383,595



(6,467
)


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


















663,995







663,995Minority interest


















105,814







105,814Total liabilities


508,787



1,950,505



854,854



3,591,800



10,889,118



(9,200,016
)


8,595,048Shareholders equity


277



5,575,217



1,405,757



4,811,084



(616,707
)


(5,600,411
)


5,575,217Total liabilities and shareholders equity

$
509,064


$
7,525,722


$
2,260,611


$
8,402,884


$
10,272,411


$
(14,800,427
)

$
14,170,265  F-57




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaA
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (in thousands, except share data)
  At December 31, 2006Guarantor SubsidiariesFMC-AG &








Non-Guarantor


Combining


CombinedCo. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalCurrent assets:Cash and cash equivalents

$
22


$
34


$



$
158,954


$



$
159,010Trade accounts receivable, less allowance for doubtful accounts






122,987







1,725,708







1,848,695Accounts receivable from related parties


1,483,462



835,512



290,288



1,830,293



(4,296,206
)


143,349Inventories






130,967







457,426



(64,464
)


523,929Prepaid expenses and other current assets


18,455



20,633



50



408,850



(4,134
)


443,854Deferred taxes


1,586











262,476



29,017



293,079Total current assets


1,503,525



1,110,133



290,338



4,843,707



(4,335,787
)


3,411,916Property, plant and equipment, net


174



97,244







1,678,511



(53,537
)


1,722,392Intangible assets


70



13,969







647,326







661,365Goodwill






3,207







6,888,954







6,892,161Deferred taxes






11,825







40,429



10,468



62,722Other assets


5,105,547



869,630



5,998,241



(1,532,867
)


(10,146,426
)


294,125Total assets

$
6,609,316


$
2,106,008


$
6,288,579


$
12,566,060


$
(14,525,282
)

$
13,044,681Current liabilities:Accounts payable

$
306


$
20,399


$



$
295,483


$



$
316,188Accounts payable to related parties


351,450



642,878



926,178



3,496,135



(5,180,022
)


236,619Accrued expenses and other current liabilities


17,617



91,634



8,450



1,064,412



12,826



1,194,939Short-term borrowings














331,231







331,231Short-term borrowings from related parties


954,896



9,155







(950,321
)


(9,155
)


4,575Current portion of long-term debt and capital lease obligations


744



263



137,500



21,628







160,135Income tax payable


40,551











63,929



11,579



116,059Deferred taxes






6,174







15,982



(6,197
)


15,959Total current liabilities


1,365,564



770,503



1,072,128



4,338,479



(5,170,969
)


2,375,705Long term debt and capital lease obligations, less current
    portion


329,918



395



2,367,731



4,853,043



(3,721,746
)


3,829,341Long term borrowings from related parties


4,153



204,453











(208,606
)


Other liabilities


18,872



9,462







112,350



9,000



149,684Pension liabilities


2,580



107,357







2,379







112,316Deferred taxes


18,067











309,140



51,280



378,487Company obligated mandatorily redeemable preferred securities of
    subsidiary Fresenius Medical Care Capital Trusts holding solely
    Company-guaranteed debentures of subsidiary














1,253,828







1,253,828Minority interest










7,412



67,746







75,158Total liabilities


1,739,154



1,092,170



3,447,271



10,936,965



(9,041,041
)


8,174,519Shareholders equity


4,870,162



1,013,838



2,841,308



1,629,095



(5,484,241
)


4,870,162Total liabilities and shareholders equity

$
6,609,316


$
2,106,008


$
6,288,579


$
12,566,060


$
(14,525,282
)

$
13,044,681  F-58




---



##### 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, 2007Issuer


Guarantor SubsidiariesFMC


FMC-AG &








Non-Guarantor


Combining


CombinedFinance III


Co. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalOperating Activities:Net income (loss)

$
227


$
717,130


$
(9,055
)

$
479,923


$
734,093


$
(1,205,188
)

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






(559,674
)






(591,969
)






1,151,643



Depreciation and amortization






2,025



33,620







344,844



(17,159
)


363,330Change in minority interest


















5,057



38,180



43,237Change in deferred taxes, net






(14,012
)


396







21,821



(7,028
)


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






(303
)


776







3,527



(384
)


3,616Write-up of
    loans from related parties






17,390















(17,390
)


Compensation expense related to stock options






24,208



















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










(18,536
)






(44,199
)






(62,735
)Inventories










(13,322
)






(72,294
)


12,791



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


49



(7,907
)


13,690



8,588



(5,463
)


(20,637
)


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


(17,450
)


(77,549
)


(53,019
)


38,473



99,746



(12,466
)


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


17,124



15,247



17,312



15,477



56,808



(8,008
)


113,960Income tax payable


94



38,393







(74,698
)


99,923



38,709



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


44



154,948



(28,138
)


(124,206
)


1,243,863



(46,937
)


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






(452
)


(63,910
)






(547,430
)


32,151



(579,641
)Proceeds from sale of property, plant and equipment






4



1,153







29,913







31,070Disbursement of loans to related parties






3,435



155



120,437



(9,527
)


(114,500
)


Acquisitions and investments, net of cash acquired






35,612



(59
)






(257,411
)


(36,019
)


(257,877
)Proceeds from divestitures


















29,495







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






38,599



(62,661
)


120,437



(754,960
)


(118,368
)


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






(3,015
)


91,080







(101,380
)






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






(38,916
)


(274
)


11,897



(56,958
)


114,500



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


















(181,000
)






(181,000
)Proceeds from exercise of stock options






38,757











8,177







46,934Cash paid for repurchase preferred stock














(7,660
)










(7,660
)Dividends paid






(188,407
)










(12,671
)


12,671



(188,407
)Capital (decrease) increase


















(36,018
)


36,018



Distributions to minority interest














(468
)


(27,001
)






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






(191,581
)


90,806



3,769



(406,851
)


163,189



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






(1,988
)


4







3,595



2,116



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


44



(22
)


11







85,647







85,680Cash and cash equivalents at beginning of period






22



34







158,954







159,010Cash and cash equivalents at end of period

$
44


$



$
45


$



$
244,601


$



$
244,690  F-59




---



##### 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, 2006Guarantor SubsidiariesFMC-AG &








Non-Guarantor


Combining


CombinedCo. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalOperating Activities:Net income (loss)

$
536,746


$
(3,297
)

$
326,118


$
612,190


$
(935,011
)

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


(451,099
)






(448,408
)






899,507



Settlement of shareholder proceedings


















(888
)


(888
)Depreciation and amortization


1,934



30,715







290,425



(14,376
)


308,698Change in minority interest


















24,333



24,333Change in deferred taxes, net


(14,072
)


(14
)






32,927



(7,937
)


10,904Loss (gain) on investments


24,660















(24,660
)


Write-up of
    loans from related parties


(1,695
)














1,695



Loss on sale of fixed assets and investments














5,742







5,742Compensation expense related to stock options


16,610



















16,610Cash inflow from hedging


10,908



















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






(9,094
)






(22,182
)






(31,276
)Inventories






(4,210
)






(44,067
)


5,724



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


10,123



(4,566
)


28,936



(15,204
)


(40,918
)


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


3,993



106,552



40,739



(192,257
)


36,098



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


(8,113
)


8,726



7,675



158,132



16,457



182,877Income tax payable


22,585







(81,527
)


24,568



10,124



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














(63,517
)






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


152,580



124,812



(126,467
)


786,757



(29,852
)


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


(137
)


(31,267
)






(454,524
)


18,735



(467,193
)Proceeds from sale of property, plant and equipment


846



395







16,417







17,658Disbursement of loans to related parties


(361,156
)


134



(2,879,204
)






3,240,226



Acquisitions and investments, net of cash acquired


(22,671
)


(793
)






(4,314,968
)


31,150



(4,307,282
)Proceeds from divestitures














515,705







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


(383,118
)


(31,531
)


(2,879,204
)


(4,237,370
)


3,290,111



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


(17,239
)


(92,397
)






94,899







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


27,769



(879
)


1,756,191



4,490,710



(3,240,226
)


3,033,565Increase of accounts receivable securitization program














172,000







172,000Proceeds from exercise of stock options


46,528











7,424







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


306,759



















306,759Dividends paid


(153,720
)










(4,184
)


4,184



(153,720
)Capital increase










1,250,000



(1,226,202
)


(23,798
)


Change in minority interest










(520
)


(14,610
)






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


210,097



(93,276
)


3,005,671



3,520,037



(3,259,840
)


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


20,459



3







4,483



(419
)


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


18



8







73,907







73,933Cash and cash equivalents at beginning of period


1



26







85,050







85,077Cash and cash equivalents at end of period

$
19


$
34


$



$
158,957


$



$
159,010  F-60




---



##### 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, 2005Guarantor SubsidiariesFMC-AG &








Non-Guarantor


Combining


CombinedCo. KGaA


D-GmbH


FMCH


Subsidiaries


Adjustment


TotalOperating Activities:Net income (loss)

$
454,952


$
3,181


$
263,460


$
462,599


$
(729,240
)

$
454,952Adjustments to reconcile net income to cash and cash equivalents
    provided by (used in) operating activities:Equity affiliate income


(228,488
)






(294,649
)






523,137



Settlement of shareholder proceedings


















7,335



7,335Depreciation and amortization


1,893



31,967







232,749



(15,157
)


251,452Change in deferred taxes, net


7,836



(528
)






(5,138
)


(5,845
)


(3,675
)(Gain) loss on investments


(48,373
)














48,373



Write-up of
    loans from related parties


(17,276
)














17,276



Loss on sale of fixed assets and investments






284







3,681







3,965Compensation expense related to stock options


1,363



















1,363Cash inflow from hedging






(1,339
)






1,339







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






(14,645
)






(48,929
)






(63,574
)Inventories






(4,507
)






(7,069
)


1,765



(9,811
)Prepaid expenses and other current and non-current assets


4,738



4,490



3,320



(119,397
)


65,813



(41,036
)Accounts receivable from/ payable to related parties


(72,755
)


(26,544
)


37,235



16,225



55,435



9,596Accounts payable, accrued expenses and other current and
    non-current liabilities


8,749



33,639



234



104,596



1,517



148,735Income tax payable


(100,380
)






(20,792
)


31,883



291



(88,998
)Net cash provided by (used in) operating activities


12,259



25,998



(11,192
)


672,539



(29,300
)


670,304Investing Activities:Purchases of property, plant and equipment


(90
)


(27,649
)






(311,157
)


24,127



(314,769
)Proceeds from sale of property, plant and equipment






1,417







16,010







17,427Disbursement of loans to related parties


(64,349
)


125



25,512







38,712



Acquisitions and investments, net of cash acquired


(49,087
)










(99,938
)


23,872



(125,153
)Net cash (used in) provided by investing activities


(113,526
)


(26,107
)


25,512



(395,085
)


86,711



(422,495
)Financing activities:Short-term borrowings, net


17,298



1,151







(35,538
)






(17,089
)Long-term debt and capital lease obligations, net


137,766







(13,800
)


9,870



(38,712
)


95,124Increase of accounts receivable securitization program






(1,045
)






(240,720
)






(241,765
)Proceeds from exercise of stock options


80,366











(422
)






79,944Dividends paid


(137,487
)










(5,320
)


5,320



(137,487
)Capital increase (decrease) of Non-Guarantor-Subsidiaries














23,872



(23,872
)


Change in minority interest










(520
)






2,026



1,506Net cash provided by (used in) financing activities


97,943



106



(14,320
)


(248,258
)


(55,238
)


(219,767
)Effect of exchange rate changes on cash and cash equivalents


1,173



(3
)






(3,420
)


319



(1,931
)Cash and Cash Equivalents:Net (decrease) increase in cash and cash equivalents


(2,151
)


(6
)






25,776



2,492



26,111Cash and cash equivalents at beginning of period


2,152



32







56,782







58,966Cash and cash equivalents at end of period

$
1


$
26


$



$
82,558


$
2,492


$
85,077  F-61




---



##### Table of Contents



FRESENIUS
    MEDICAL CARE AG & Co. KGaAFinancial Statement Schedule(in thousands, except share data)
  Development
    of allowance for doubtful accounts
  2007


2006


2005Allowance for doubtful accounts as of January 1

$
207,293


$
176,568


$
179,917Change in valuation allowances as recorded in the consolidated
    statements of income


201,998



177,285



140,799Write-offs and recoveries of amounts previously written-off


167,519



151,400



139,435Foreign currency translation


6,028



4,840



(4,713
)Allowance for doubtful accounts as of December 31

$
247,800


$
207,293


$
176,568  S-1