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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of July 2013

FRESENIUS MEDICAL CARE AG & Co. KGaA
(Translation of registrant's name into English)

Else-Kröner Strasse 1
61346 Bad Homburg
Germany
(Address of principal executive offices)

        Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

        Form 20-F ý                    Form 40-F o

        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

        Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

        Yes o                                 No ý

        If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            .

   


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FRESENIUS MEDICAL CARE AG & Co. KGaA

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

Financial Condition and Results of Operations

        You should read the following discussion and analysis of the results of operations of Fresenius Medical Care AG & Co. KGaA ("FMC-AG & Co. KGaA," or the "Company") and its subsidiaries in conjunction with our unaudited consolidated financial statements and related notes contained elsewhere in this report and our disclosures and discussions in our Annual Report on Form 20-F for the year ended December 31, 2012. In this report, "FMC-AG & Co. KGaA," or the "Company," "we," "us" or "our" refers to the Company or the Company and its subsidiaries on a consolidated basis, as the context requires. The term "North America Segment" refers to our North America operating segment and the term "International Segment" refers to the combination of our "EMEALA" (Europe, Middle East, Africa and Latin America) operating segment and our Asia-Pacific operating segment.

Forward-looking Statements

        This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this report, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated, and future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements contained elsewhere in this report. We have based these forward-looking statements on current estimates and assumptions made to the best of our knowledge. By their nature, such forward-looking statements involve risks, uncertainties, assumptions and other factors which could cause actual results, including our financial condition and profitability, to differ materially and be more negative than the results expressly or implicitly described in or suggested by these statements. Moreover, forward-looking estimates or predictions derived from third parties' studies or information may prove to be inaccurate. Consequently, we cannot give any assurance regarding the future accuracy of the opinions set forth in this report or the actual occurrence of the developments described herein. In addition, even if our future results meet the expectations expressed here, those results may not be indicative of our performance in future periods.

        These risks, uncertainties, assumptions, and other factors that could cause actual results to differ from our projected results include, among others, the following:

    changes in governmental and commercial insurer reimbursement for our complete products and services portfolio, including the expanded United States ("U.S.") Medicare reimbursement system for dialysis services;

    changes in utilization patterns for pharmaceuticals and in our costs of purchasing pharmaceuticals;

    the outcome of ongoing government and internal investigations;

    risks relating to compliance with the myriad government regulations applicable to our business including, in the U.S., the Anti-Kickback Statute, the False Claims Act, the Stark Law and the Foreign Corrupt Practices Act, and comparable regulatory regimes in many of the 120 countries in which we supply dialysis services and/ or products;

    the influence of private insurers and managed care organizations;

    the impact of recently enacted and possible future health care reforms;

    product liability risks;

    the outcome of ongoing potentially material litigation;

    risks relating to the integration of acquisitions and our dependence on additional acquisitions;

    the impact of currency fluctuations;

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

    introduction of generic or new pharmaceuticals that compete with our pharmaceutical products;

    changes in raw material and energy costs or the ability to procure raw materials; as well as

    the financial stability and liquidity of our governmental and commercial payors.

        Important factors that could contribute to such differences are noted in the "Overview" section below and in Note 11 of the Notes to Consolidated Financial Statements (Unaudited), "Commitments and Contingencies" included in this report and in our Annual Report on Form 20-F for the year ended December 31, 2012, under "Risk Factors" and elsewhere in that report.

        Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings. Developments in any of these areas could cause our results to differ materially from the results that we or others have projected or may project.

        Our reported financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that are the basis of our financial statements. The actual accounting policies, the judgments made in the selection and application of these policies and the sensitivities of reported results to changes in accounting policies, assumptions and estimates, are factors to be considered along with our financial statements and the discussion under "Results of Operations" below. For a discussion of our critical accounting policies, see Item 5, "Operating and Financial Review and Prospects—Critical Accounting Policies" in our Annual Report on Form 20-F for the year ended December 31, 2012.

Overview

        We are engaged primarily in providing dialysis services including pharmacy services and vascular access surgery services (together, the "Expanded Services") and manufacturing and distributing products and equipment for the treatment of End-Stage Renal Disease ("ESRD"). Fresenius Medical Care Holdings, Inc. ("FMCH"), located in the United States and our largest subsidiary, also provides laboratory testing services, and inpatient dialysis services as well as other services under contract to hospitals. We estimate that providing dialysis services and distributing dialysis products and equipment represents a worldwide market of approximately $75 billion with expected annual worldwide market growth of around 4%, adjusted for currency. Patient growth results from factors such as the aging population and increased life expectancies; shortage of donor organs for kidney transplants; increasing incidence and better treatment of and survival of patients with diabetes and hypertension, which frequently precede the onset of ESRD; improvements in treatment quality, which prolong patient life; and improving standards of living in developing countries, which make life-saving dialysis treatment available. Key to continued growth in revenue is our ability to attract new patients in order to increase the number of treatments performed each year. For that reason, we believe the number of treatments performed each year is a strong indicator of continued revenue growth and success. In addition, the reimbursement and ancillary services utilization environment significantly influences our business. With the exception of the implementation of the ESRD prospective payment system ("ESRD PPS") in the U.S. in January 2011, the U.S. federal government sequestration cuts and the current proposal to reduce reimbursement under the ESRD PPS effective January 1, 2014 to account for the decline in utilization of certain drugs and biologicals associated with dialysis, we experienced and also expect in the future to experience generally stable reimbursements for dialysis services. See discussion of the American Taxpayer Relief Act of 2012 below. This includes the balancing of unfavorable reimbursement changes in certain countries with favorable changes in other countries. The majority of treatments are paid for by governmental institutions such as Medicare in the United States. As a consequence of the pressure to decrease healthcare costs, reimbursement rate increases have historically been limited. Our ability to influence the pricing of our services is limited.

        With the enactment in the U.S. of the Medicare Improvements for Patients and Providers Act of 2008 ("MIPPA") in 2008, Congress mandated the development of an expanded ESRD PPS for services furnished on or after January 1, 2011. On July 26, 2010, the U.S. Centers for Medicare & Medicaid Services ("CMS") published a final rule implementing the ESRD PPS for ESRD dialysis facilities in accordance with MIPPA. Under the ESRD PPS, CMS reimburses dialysis facilities with a single payment for each dialysis treatment, inclusive of (i) all items and services included in the former composite rate, (ii) oral vitamin D analogues, oral levocarnitine (an amino acid derivative) and all erythropoietin

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Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

stimulating agents ("ESAs") and other pharmaceuticals (other than vaccines and certain other oral drugs) furnished to ESRD patients that were previously reimbursed separately under Part B of the Medicare program, (iii) most diagnostic laboratory tests and (iv) certain other items and services furnished to individuals for the treatment of ESRD. ESRD-related drugs with only an oral form, including our phosphate binder PhosLo®, are expected to be reimbursed under the ESRD PPS starting in January 2016 with an adjusted payment amount to be determined by the Secretary of Health and Human Services to reflect the additional cost to dialysis facilities of providing these medications. The base ESRD PPS payment is subject to case mix adjustments that take into account individual patient characteristics (e.g., age, body surface area, body mass, time on dialysis) and certain co-morbidities. The base payment is also adjusted for (i) certain high cost patient outliers due to unusual variations in medically necessary care, (ii) disparately high costs incurred by low volume facilities relative to other facilities, (iii) provision of home dialysis training and (iv) wage-related costs in the geographic area in which the provider is located.

        The ESRD PPS payment amount is subject to annual adjustment based on increases in the costs of a "market basket" of certain healthcare items and services less a productivity adjustment. The 2013 ESRD PPS base rate is $240.36 per treatment. This amount reflects a productivity adjusted market basket update of 2.3%, which was based on a market basket update over 2012 reimbursement rates of 2.9% less a productivity adjustment of 0.6%, and a wage index budget-neutrality adjustment factor of 1.000613 applied to the 2012 ESRD PPS base rate of $234.81 per treatment.

        The initial ESRD PPS resulted in a lower reimbursement rate on average at our U.S. dialysis facilities. We mitigated the impact of the ESRD PPS with two broad measures. First, we worked with medical directors and treating physicians to find efficiencies consistent with the ESRD PPS's quality incentive program ("QIP") and good clinical practices, and we negotiated pharmaceutical acquisition cost savings. In addition, we achieved greater efficiencies and better patient outcomes by introducing new initiatives to improve patient care upon initiation of dialysis, increase the percentage of patients using home therapies and achieve additional cost reductions in our clinics.

        The ESRD PPS's QIP began affecting payments starting January 1, 2012. Dialysis facilities that fail to achieve the established quality standards now have payments reduced by up to 2%. Performance on specified measures in 2010 affected payments in 2012. Based on our performance in 2010, the QIP's impact on our 2012 results was immaterial. In 2013, payments will be affected by performance with respect to measures in 2011. The initial QIP measures for 2010 and 2011 focused on anemia management and dialysis adequacy (Urea Reduction Ratio or URR). For 2012 reporting (affecting payments in 2014), CMS adopted four additional measures: prevalence of catheter and A/V fistula use, reporting of infections to the Centers for Disease Control and Prevention, administration of patient satisfaction surveys and monthly monitoring of phosphorus and calcium levels. For payment year 2015, CMS has continued all of the 2014 QIP measures except URR dialysis adequacy, expanded the scope of infection reporting and mineral metabolism reporting, and added four new measures. The new payment year 2015 measures consist of three new clinical measures (hemodialysis adequacy (adult patients), hemodialysis adequacy (pediatric patients) and peritoneal dialysis adequacy), and one new reporting measure (anemia management reporting). For payment year 2016, CMS has proposed continuing the payment year 2015 QIP measures, revising the mineral metabolism reporting and anemia management reporting measures, expanding the scope of patient satisfaction surveys, and adding five new measures for a total of fourteen. The proposed new measures consist of three new clinical measures (patient-informed consent for anemia treatment, proportion of patients with hypercalcemia, and bloodstream infection in hemodialysis outpatients), and two new reporting measures (pediatric iron therapy and patient comorbidity). A final QIP rule for 2016 is expected later this year.

        The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2011 (collectively, "ACA") implements broad healthcare system reforms, including (i) provisions to facilitate access to affordable health insurance for all Americans, (ii) expansion of the Medicaid program, (iii) an industry fee on pharmaceutical companies that began in 2011 based on sales of brand name pharmaceuticals to government healthcare programs, (iv) a 2.3% excise tax on manufacturers' medical device sales starting in 2013, (v) increases in Medicaid prescription drug rebates effective January 1, 2010, (vi) commercial insurance market reforms that protect consumers, such as bans on

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Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

lifetime and annual limits, coverage of pre-existing conditions, limits on administrative costs, and limits on waiting periods, (vii) provisions encouraging integrated care, efficiency and coordination among providers and (viii) provisions for reduction of healthcare program waste and fraud. ACA does not modify the dialysis reimbursement provisions of MIPPA, except to change the annual update provision by substituting a productivity adjustment to the market basket rate of increase for a MIPPA provision that specified a one percentage point reduction in the market basket rate of increase. ACA's medical device excise tax, Medicaid drug rebate increases and annual pharmaceutical industry fees will adversely impact our product business earnings and cash flows. We expect modest favorable impact from ACA's integrated care and commercial insurance consumer protection provisions.

        On August 2, 2011, the Budget Control Act ("BCA") was enacted, raising the U.S.'s debt ceiling and putting into effect a series of actions for deficit reduction. Pursuant to the American Taxpayer Relief Act of 2012 (``ATRA"), the automatic across-the-board spending cuts over nine fiscal years (2013-2021), projected to total $1.2 trillion for all U.S. Federal government programs required under the BCA became effective as of March 1, 2013 and were implemented on April 1, 2013 for CMS reimbursement to providers. The reduction in Medicare payments to providers and suppliers is limited to one adjustment of no more than 2% through 2021 (the "Sequestration"). The Medicare reimbursement reduction is independent of annual inflation update mechanisms, such as the market basket update pursuant to the ESRD PPS.

        ATRA also directed CMS to reduce the ESRD PPS payment rate, effective January 1, 2014, to account for changes in the utilization of certain drugs and biologicals that are included in the ESRD PPS. In making such reduction, the law requires CMS to use the most recently available pricing data for such drugs and biologicals. On July 1, 2013, CMS released a proposal to reduce the ESRD PPS payment rate by 12% ($29.52 per treatment) effective January 1, 2014 which would be partially offset by a proposed 2.5% ($6) increase due to the productivity adjusted market basket update for 2014 and a proposed wage index budget factor of 1.000411 for 2014. If finalized later this year, the net effect of the proposal and the market basket update would reduce the ESRD PPS base rate from $240.36 per treatment in 2013 to $216.95 per treatment in 2014. If implemented as proposed the expected net effect of the reductions would result in a material adverse impact on our consolidated operating income and cash flows. CMS is seeking comment on, among other things, the proposed methodology for the reduction to the ESRD PPS base rate and a potential transition or phase-in period of the reduction amount over more than one year. The Company intends to work with our provider, patient and physician partners to develop our comments to submit during the public comment period which expires August 30, 2013, and to work with CMS to maintain the stability of the ESRD PPS to help ensure continued access to quality care for ESRD patients.

        On February 4, 2013, CMS announced plans to test a new Comprehensive ESRD Care Model and issued a solicitation for applications. As currently proposed, CMS will work with up to 15 healthcare provider groups, known as ESRD Seamless Care Organizations ("ESCOs"), to test a new system of payment and care delivery that seeks to deliver better health outcomes for ESRD patients while lowering CMS's costs. ESCOs that achieve the program's minimum quality thresholds and generate reductions in CMS's cost of care above certain thresholds for the ESRD patients covered by the ESCO will receive a share of the cost savings. ESCOs that include dialysis chains with more than 200 facilities are required to share in the risk of cost increases and reimburse CMS a share of any such increases. Organizations must apply and be approved by CMS to participate in the program. The application deadline has been extended to August 30, 2013. We are reviewing the details of the proposed program to determine whether to participate in this program.

        Any significant decreases in Medicare reimbursement rates could have material adverse effects on our provider business and, because the demand for products is affected by Medicare reimbursement, on our products business. To the extent that increases in operating costs that are affected by inflation, such as labor and supply costs, are not fully reflected in a compensating increase in reimbursement rates, our business and results of operations may be adversely affected.

        We have identified three operating segments, North America, EMEALA, and Asia-Pacific, which were determined based upon how we manage our businesses. All segments are primarily engaged in providing dialysis care services and the distribution of products and equipment for the treatment of ESRD. For reporting purposes, we have aggregated EMEALA and Asia-Pacific operating segments as the

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

"International Segment." We aggregated these operating segments due to their similar economic characteristics. These characteristics include same services provided and same products sold, same type patient population, similar methods of distribution of products and services and similar economic environments. Our General Partner's management board member responsible for the profitability and cash flow of each segment's various businesses supervises the management of each operating segment. The accounting policies of the segments are the same as those we apply in preparing our consolidated financial statements under accounting principles generally accepted in the U.S. ("U.S. GAAP").

        Our management evaluates each segment using a measure that reflects all of the segment's controllable revenues and expenses. With respect to the performance of our business operations, our management believes the most appropriate measure in this regard is operating income which measures our source of earnings. We do not include the investment gain resulting from our 2012 acquisition of Liberty Dialysis Holdings, Inc. (the "Liberty Acquisition") nor income taxes as we believe these items to be outside the segments' control. Financing is a corporate function which our segments do not control. Therefore, we do not include interest expense relating to financing as a segment measurement. Similarly, we do not allocate "corporate costs," which relate primarily to certain headquarters overhead charges, including accounting and finance, global research and development, etc., because we believe that these costs are also not within the control of the individual segments. Production of products, production asset management, quality management and procurement are centrally managed in corporate by our Global Manufacturing Operations division. These corporate activities do not fulfill the definition of a segment. Products are transferred to the segments at cost; therefore no internal profit is generated. The associated internal revenues for the product transfers and their elimination are recorded as corporate activities (See Note 14 of the Notes to Consolidated Financial Statements (unaudited) "Segment Information" found elsewhere in this report). Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations. In addition, certain revenues, investments and intangible assets, as well as any related expenses, are not allocated to a segment but are accounted for as "Corporate." Accordingly, all of these items are excluded from our analysis of segment results and are discussed below in the discussion of our consolidated results of operations.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

Results of Operations

        The following tables summarize our financial performance and certain operating results by principal reporting segment and Corporate for the periods indicated. Inter-segment sales primarily reflect sales of medical equipment and supplies. We prepared the information using a management approach, consistent with the basis and manner in which our management internally disaggregates financial information to assist in making internal operating decisions and evaluating management performance.

 
  For the three
months
ended June 30,
  For the six months
ended June 30,
 
 
  2013   2012   2013   2012  
 
  (in millions)
  (in millions)
 

Total revenue

                         

North America

  $ 2,377   $ 2,252   $ 4,665   $ 4,360  

International

    1,228     1,171     2,397     2,307  

Corporate

    10     8     17     17  
                   

Totals

    3,615     3,431     7,079     6,684  
                   

Inter-segment revenue

                         

North America

    2     3     3     7  

International

                 
                   

Totals

    2     3     3     7  
                   

Total net revenue

                         

North America

    2,375     2,249     4,662     4,353  

International

    1,228     1,171     2,397     2,307  

Corporate

    10     8     17     17  
                   

Totals

    3,613     3,428     7,076     6,677  
                   

Amortization and depreciation

                         

North America

    81     79     161     151  

International

    46     43     91     86  

Corporate

    32     29     63     57  
                   

Totals

    159     151     315     294  
                   

Operating income

                         

North America

    394     431     763     779  

International

    209     207     393     402  

Corporate

    (59 )   (49 )   (118 )   (89 )
                   

Totals

    544     589     1,038     1,092  
                   

Investment gain

        13         140  

Interest income

    7     13     17     33  

Interest expense

    (110 )   (117 )   (224 )   (236 )

Income tax expense

    (144 )   (172 )   (273 )   (309 )
                   

Net Income

    297     326     558     720  

Less: Net Income attributable to Noncontrolling interests

    (34 )   (37 )   (70 )   (60 )
                   

Net Income attributable to shareholders of FMC-AG & Co. KGaA

  $ 263   $ 289   $ 488   $ 660  
                   

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

Three months ended June 30, 2013 compared to three months ended June 30, 2012

Consolidated Financials

Key Indicators for Consolidated Financial Statements

 
  For the three months
ended June 30,
  Change in %  
 
  as
reported
  at constant
exchange
rates(1)
 
 
  2013   2012  

Number of treatments

    10,066,397     9,672,567     4 %      

Same market treatment growth in %

    3.9 %   3.7 %            

Net revenue in $ million

    3,613     3,428     5 %   6 %

Gross profit as a % of revenue

    32.1 %   32.9 %            

Selling, general and administrative costs as a % of revenue

    16.5 %   15.7 %            

Net income attributable to shareholders of FMC-AG & Co. KGaA in $ million

    263     289     (9 %)      

(1)
For further information on "at constant exchange rates," see "Non-U.S. GAAP Measures—Constant currency" below.

        Treatments increased by 4% for the second quarter of 2013 as compared to the same period in 2012. The increase is due to same market treatment growth (4%) and acquisitions (2%), partially offset by the effect of closed or sold clinics (2%).

        At June 30, 2013, we owned, operated or managed (excluding those managed but not consolidated in the U.S.) 3,212 clinics compared to 3,123 clinics at June 30, 2012. During the second quarter of 2013, we acquired 15 clinics, opened 20 clinics and combined or closed 3 clinics. The number of patients treated in clinics that we own, operate or manage (excluding patients of clinics managed but not consolidated in the U.S.) increased by 3% to 264,290 at June 30, 2013 from 256,456 at June 30, 2012.

        Net dialysis care revenue increased by 5% (6% at constant exchange rates) to $2,743 million for the second quarter of 2013 from $2,605 million in the same period of 2012, mainly due to growth in same market treatments (4%), increases in organic revenue per treatment (1%) and contributions from acquisitions (1%), partially offset by the negative effect of exchange rate fluctuations (1%).

        Dialysis product revenue increased by 6% (an increase of 5% at constant exchange rates) to $870 million from $823 million in the same period of 2012. The increase at constant currency was driven by increased sales of hemodialysis products, especially of dialyzers, solutions and concentrates and bloodlines as well as products for acute care, partially offset by lower sales of renal pharmaceuticals.

        Net revenue increased by 5% (6% at constant exchange rates) for the second quarter of 2013 over the comparable period in 2012, due to growth in dialysis care and product revenues as discussed above.

        The decrease in gross profit margin is mainly the result of a decrease in the North America Segment. The decrease in the North America Segment was due to a lower commercial payor mix coupled with price reductions from commercial contracting and the impact from U.S. sequestration. Further, the margin was impacted by higher personnel expense, largely offset by modest reductions in pharmaceutical costs and increased revenue in the Expanded Services, however, at lower than average margins.

        Selling, general and administrative ("SG&A") expenses increased to $595 million in the second quarter of 2013 from $540 million in the same period of 2012. SG&A expenses as a percentage of revenues increased to 16.5% for the second quarter of 2013 in comparison with 15.7% during the same period of 2012 due to increased Corporate expenses as well as increases in the North America and International Segments. The percentage of revenue increase at Corporate was mainly due to increased legal and consulting expenses. The percentage of revenue increase in the North America Segment was largely driven by higher personnel expense, an unfavorable impact from U.S. sequestration and higher bad debt expense, partially offset by increased revenue from our Expanded Services. The percentage of revenue increase in the International Segment was due to unfavorable foreign exchange effects including the devaluation of the Venezuelan Bolivar driven by a hyperinflationary economy, partially offset by sales growth in EMEALA.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

At June 30, 2013, we had a $8 million gain from the sale of FMC-AG & Co. KGaA dialysis clinics as compared to a $25 million gain in the same period of 2012 mainly in connection with divestitures required for regulatory clearance of the Liberty Acquisition, which occurred in the first quarter of 2012. (See Note 2 of the Notes to Consolidated Financial Statements (unaudited) "Acquisition of Liberty Dialysis Holdings—Divestitures" included in this Report).

        Operating income decreased to $544 million in the second quarter of 2013 from $589 million for the same period in 2012. Operating income margin decreased to 15.1% for the second quarter of 2013 from 17.2% for the same period in 2012 as a result of a decrease in gross profit margin, higher SG&A as a percentage of revenue and a lower gain on the sale of FMC-AG & Co. KGaA clinics, all as discussed above.

        The non-taxable investment gain of $127 million due to our acquisition of LD Holdings recorded in the first quarter of 2012 increased by $13 million in the second quarter of 2012 to a total of $140 million for the six months ended June 30, 2012. This increase is due to fair value re-measurements related to developments in the finalization of our acquisition accounting.

        Interest expense decreased by 6% to $110 million for the second quarter of 2013 from $117 million for the same period in 2012 mainly due to decreased debt. Interest income decreased to $7 million for the second quarter of 2013 from $13 million for the same period of 2012 due to the retirement of the loan receivable from Renal Advantage Partners LLC as part of the Liberty Acquisition on February 28, 2012.

        Income tax expense decreased to $144 million for the second quarter of 2013 from $172 million for the same period in 2012. The effective tax rate decreased to 32.6% from 34.6% for the same period of 2012 as a result of higher tax benefits related to internal financing, a lower tax expense on the gain from the sale of FMC-AG & Co. KGaA dialysis clinics in connection with the Liberty Acquisition and higher noncontrolling interest in North America.

        Net income attributable to shareholders of FMC-AG & Co. KGaA for the second quarter of 2013 decreased to $263 million from $289 million for the same period in 2012 as a result of the items discussed above.

        We employed 87,944 people (full-time equivalents) at June 30, 2013 compared to 84,194 at June 30, 2012, an increase of 4.5%, primarily due to overall growth in our business and acquisitions.

        The following discussions pertain to the North America Segment and the International Segment and the measures we use to manage these segments.

North America Segment

Key Indicators for North America Segment

 
  For the three months
ended June 30,
   
 
 
  Change in %  
 
  2013   2012  

Number of treatments

    6,383,556     6,141,414     4 %

Same market treatment growth in %

    3.8 %   3.6 %      

Net revenue in $ million

    2,375     2,249     6 %

Depreciation and amortization in $ million

    81     79     3 %

Operating income in $ million

    394     431     (9 %)

Operating income margin in %

    16.6 %   19.2 %      

Revenue

        Treatments increased by 4% for the second quarter of 2013 as compared to the same period in 2012 mostly due to same market treatment growth (4%) and contributions from acquisitions (1%), partially offset by the effect of closed or sold clinics (1%). At June 30, 2013, 168,160 patients (a 3% increase over June 30, 2012) were being treated in the 2,104 clinics that we own or operate in the North America Segment, compared to 164,058 patients treated in 2,046 clinics at June 30, 2012. Average North America

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

revenue per treatment, which includes Canada and Mexico, before bad debt expense, was $347 for the second quarter of 2013 and $344 for the same period in 2012. In the U.S., the average revenue per treatment was $355 for the second quarter of 2013 in comparison to $351 for the same period in 2012. The increase was mainly attributable to increased revenue driven by further development of our Expanded Services and the updated Medicare reimbursement rate which came into effect in 2013, partially offset by the unfavorable impact from U.S. sequestration, an unfavorable commercial payor mix coupled price reductions from commercial contracting and reduced pharmaceutical utilization in non-bundled commercial treatments.

        The dialysis care revenue increase was driven by same market treatment growth (4%), increases in organic revenue per treatment (1%) and contributions from acquisitions (1%).

        The dialysis product revenue increase was driven by higher sales of dialyzers.

        Net revenue for the North America Segment for the second quarter of 2013 increased as a result of an increase in dialysis care revenue by 6% to $2,157 million from $2,043 million in the same period of 2012 and an increase in dialysis product revenue to $218 million from $206 million.

Operating Income

        Operating income decreased to $394 million for the second quarter of 2013 from $431 million for the same period in 2012. Operating income margin decreased to 16.6% for the second quarter of 2013 from 19.2% for the same period in 2012. The decrease in the North America Segment was due to a lower commercial payor mix coupled with price reductions from commercial contracting, the impact from U.S. sequestration and higher personnel expense, which was largely offset by modest reductions in pharmaceutical costs and increased revenue in the Expanded Services, however, at lower than average margins. Further, the margin was impacted by a lower gain on the sale of FMC-AG & Co. KGaA clinics related to the Liberty Acquisition. Cost per treatment for North America increased to $286 for the quarter ended June 30, 2013 from $275 in 2012. Cost per treatment in the U.S. increased to $291 for the quarter ended June 30, 2013 from $280 in the same period of 2012.

International Segment

Key Indicators for International Segment

 
  For the three months
ended June 30,
  Change in %  
 
  as
reported
  at constant
exchange
rates(1)
 
 
  2013   2012  

Number of treatments

    3,682,841     3,531,153     4 %      

Same market treatment growth in %

    4.0 %   3.9 %            

Net revenue in $ million

    1,228     1,171     5 %   6 %

Depreciation and amortization in $ million

    46     43     6 %      

Operating income in $ million

    209     207     1 %      

Operating income margin in %

    17.0 %   17.7 %            

(1)
For further information on "at constant exchange rates," see "Non-U.S. GAAP Measures—Constant currency" below.

Revenue

        Treatments increased by 4% for the second quarter of 2013 over the same period in 2012 mainly due to same market treatment growth (4%) and contributions from acquisitions (2%), partially offset by the effect of closed or sold clinics (2%). At June 30, 2013, we had 96,130 patients (a 4% increase over June 30, 2012) being treated at the 1,108 clinics that we own, operate or manage in the International Segment compared to 92,398 patients treated at 1,077 clinics at June 30, 2012. Average revenue per treatment for the second quarter of 2013 remained constant at $159 as compared to the same period in 2012 due to increased reimbursement rates and changes in country mix ($4), offset by the weakening of local currencies against the U.S. dollar ($4).

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

        Including the effects of acquisitions, European region revenue increased 4% (3% increase at constant exchange rates), Latin America region revenue increased 11% (18% at constant exchange rates), and Asia-Pacific region revenue increased 3% (4% at constant exchange rates).

        Total dialysis care revenue for the International Segment increased during the second quarter of 2013 by 4% (7% increase at constant exchange rates) to $586 million from $562 million in the same period of 2012. This increase is a result of same market treatment growth (4%), contributions from acquisitions (4%) and increases in organic revenue per treatment (1%), partially offset by the negative effect of exchange rate fluctuations (3%) and the effect of closed or sold clinics (2%).

        Total dialysis product revenue for the second quarter of 2013 increased by 5% (5% increase at constant exchange rates) to $642 million from $609 million in the same period of 2012. This increase at constant currency was due to increased sales of hemodialysis products, especially of solutions and concentrates, bloodlines and dialyzers as well as products for acute care and peritoneal dialysis, partially offset by lower sales of renal pharmaceuticals.

        Net revenues for the International Segment for the second quarter of 2013 increased by 5% (6% increase at constant exchange rates) as compared to the same period in 2012 mainly as a result of increases in both dialysis care and dialysis product revenues. Organic growth during the period was 5% and acquisitions during the period contributed 2%, partially offset by the negative effect of exchange rate fluctuations (1%) and the effect of closed or sold clinics (1%).

Operating Income

        Operating income increased to $209 million for the second quarter of 2013 from $207 million for the same period in 2012. Operating income margin decreased to 17.0% for the second quarter of 2013 from 17.7% for the same period in 2012 mainly due to unfavorable foreign exchange effects including the devaluation of the Venezuelan Bolivar driven by a hyperinflationary economy.

Six months ended June 30, 2013 compared to six months ended June 30, 2012

Consolidated Financials

Key Indicators for Consolidated Financial Statements

 
  For the six months ended
June 30,
  Change in %  
 
  as
reported
  at constant
exchange
rates(1)
 
 
  2013   2012  

Number of treatments

    19,747,907     18,885,213     5 %      

Same market treatment growth in %

    3.6 %   3.8 %            

Net revenue in $ million

    7,076     6,677     6 %   6 %

Gross profit as a % of revenue

    32.0 %   32.9 %            

Selling, general and administrative costs as a % of revenue

    16.8 %   16.4 %            

Net income attributable to shareholders of FMC-AG & Co. KGaA in $ million

    488     660     (26 %)      

(1)
For further information on "at constant exchange rates," see "Non-U.S. GAAP Measures—Constant currency" below.

        Treatments increased by 5% for the six months ended June 30, 2013 as compared to the same period in 2012. The increase is due to same market treatment growth (4%), the Liberty Acquisition, net of the divestitures (2%) and other acquisitions (2%), partially offset by the effect of closed or sold clinics (2%) and a decrease in dialysis treatment days (1%).

        Dialysis care revenue increased by 7% to $5,422 million (7% at constant exchange rates) for the six-months ended June 30, 2013 from $5,082 million in the same period of 2012, mainly due to growth in same market treatments (4%), contributions from acquisitions (4%), and increases in organic revenue per

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

treatment (1%), partially offset by a decrease in dialysis treatment days (1%) and the effect of closed or sold clinics (1%).

        Dialysis product revenue increased by 4% (4% increase at constant exchange rates) to $1,654 million compared to $1,595 million in the same period of 2012. The increase at constant currency was driven by increased sales of hemodialysis products, especially of dialyzers, solutions and concentrates and bloodlines as well as products for acute care, partially offset by lower sales of renal pharmaceuticals.

        Net revenue increased by 6% (6% at constant exchange rates) for the six months ended June 30, 2013 over the comparable period in 2012 due to growth in both dialysis care revenues and dialysis product revenues as discussed above.

        The decrease in gross profit margin mostly reflects decreases in both the North America Segment and the International Segment. The decrease in the North America Segment was due to a lower commercial payor mix coupled with price reductions from commercial contracting and the impact from U.S. sequestration. Further, the margin was impacted by higher personnel expense, which was largely offset by modest reductions in pharmaceutical costs and increased revenue in the Expanded Services, however, at lower than average margins. The decrease in the International Segment was due to cost increases in various countries and an unfavorable impact from lower business growth in Asia-Pacific.

        SG&A expenses increased to $1,187 million in the six-months ended June 30, 2013 from $1,092 million in the same period of 2012. SG&A expenses as a percentage of sales increased to 16.8% for the first six months of 2013 in comparison with 16.4% in the same period of 2012 due to an unfavorable impact from Corporate and an increase in the International Segment. The percentage of revenue increase at Corporate was due to increased legal and consulting expenses. The percentage of revenue increase in the International Segment was driven by unfavorable foreign exchange effects including devaluation of the Venezuelan Bolivar due to a hyperinflationary economy, partially offset by sales growth in EMEALA.

        For the six months ended 2013, we had an $8 million gain from the sale of FMC-AG & Co. KGaA dialysis clinics in our North America Segment as well as a $1 million gain in the International Segment as compared to a $34 million gain in the same period of the prior year mainly in connection with divestitures required for regulatory clearance of the Liberty Acquisition, which occurred in the first quarter of 2012. (See Note 2 of the Notes to Consolidated Financial Statements (unaudited) "Acquisition of Liberty Dialysis Holdings—Divestitures" included in this Report).

        Operating income decreased to $1,038 million for the six-months ended June 30, 2013 from $1,092 million for the same period in 2012. Operating income margin decreased to 14.7% for the six-month ended June 30, 2013 as compared to 16.4% for the same period in 2012 as a result of the decrease in gross profit margin, a lower gain on the sale of FMC-AG & Co. KGaA clinics and higher SG&A as a percentage of revenue, all as discussed above.

        The investment gain in the first six months of 2012 of $140 million, which was non-taxable, was due to the fair valuation of our investment in Renal Advantage Partners, LLC at the time of the Liberty Acquisition. This gain was finalized at December 31, 2012.

        Interest expense decreased by 5% to $224 million for the six months ended June 30, 2013 from $236 million for the same period in 2012 due to decreased debt and lower interest rates due to the expiration of interest rates swaps at the end of the first quarter of 2012. Interest income decreased to $17 million for the six months ended June 30, 2013 from $33 million for the same period in 2012 mainly as a result of the retirement of the loan receivable from Renal Advantage Partners LLC as part of the Liberty Acquisition on February 28, 2012.

        Income tax expense decreased to $273 million for the six-months ended June 30, 2013 from $309 million for the same period in 2012. The effective tax rate increased to 32.8% from 30.1% for the same period of 2012, as a result of the non-taxable investment gain in 2012, partially offset by a lower tax expense on the gain from the sale of FMC-AG & Co. KGaA dialysis clinics in connection with the Liberty Acquisition and higher noncontrolling interest in North America.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

        Net income attributable to noncontrolling interests for the second quarter of 2013 increased to $70 million from $60 million for the same period of 2012 primarily due to losses attributable to noncontrolling interests in the International Segment in 2012 and the non-controlling interest associated with the Liberty Acquisition which closed on February 28, 2012.

        Net income attributable to FMC-AG & Co. KGaA for the six months ended June 30, 2013 decreased to $488 million from $660 million for the same period in 2012 as a result of the combined effects of the items discussed above.

        The following discussions pertain to the North America Segment and the International Segment and the measures we use to manage these segments.

North America Segment

Key Indicators for North America Segment

 
  For the six months ended
June 30,
   
 
 
  Change in %  
 
  2013   2012  

Number of treatments

    12,532,406     11,887,400     5 %

Same market treatment growth in %

    3.7 %   3.5 %      

Net revenue in $ million

    4,662     4,353     7 %

Depreciation and amortization in $ million

    161     151     7 %

Operating income in $ million

    763     779     (2 %)

Operating income margin in %

    16.4 %   17.9 %      

Revenue

        Treatments increased by 5% for the six months ended June 30, 2013 as compared to the same period in 2012 mostly due to same market treatment growth (4%), the Liberty Acquisition, net of divestitures (3%) and contributions from other acquisitions (1%), partially offset by a decrease in dialysis treatment days (2%) and the effect of closed or sold clinics (1%). Average North America revenue per treatment, which includes Canada and Mexico, before bad debt expense, was $349 for the six months ended June 30, 2013 and $345 in the same period in 2012. In the U.S., the average revenue per treatment was $357 for the six months ended June 30, 2013 and $352 for the same period in 2012. The increase was mainly attributable to further development of our Expanded Services and the updated Medicare reimbursement rate which came into effect in 2013, partially offset by reduced pharmaceutical utilization in non-bundled commercial treatments reimbursed by commercial payors, the unfavorable impact from U.S. sequestration and an unfavorable commercial payor mix coupled price reductions from commercial contracting.

        The dialysis care revenue increase was driven by same market treatment growth (4%), contributions from acquisitions (4%), and increases in organic revenue per treatment (1%), partially offset by the effect of closed or sold clinics (1%).

        The dialysis product revenue increase was driven by higher sales of dialyzers, partially offset by lower sales of renal pharmaceuticals.

        Net revenue for the North America segment for the first six months of 2013 increased as a result of an increase in dialysis care revenue by 8% to $4,261 million from $3,960 million in the same period of 2012 as well as an increase in dialysis product revenue by 2% to $401 million from $393 million in the first six months of 2012.

Operating Income

        Operating income decreased to $763 million for the six-months ended June 30, 2013 from $779 million for the same period in 2012. Operating income margin decreased to 16.4% for the six months ended June 30, 2013 from 17.9% for the same period in 2012, due to a lower commercial payor mix coupled with price reductions from commercial contracting, the impact from U.S. sequestration and higher personnel expense, largely offset by modest reductions in pharmaceutical costs and increased revenue in the

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

expanded services, however, at lower than average margins. The margin was further impacted by a lower gain on the sale of FMC-AG & Co. KGaA clinics related to the Liberty Acquisition and increased legal expenses, partially offset by, one-time costs related to the Liberty Acquisition in 2012 as well as the overall impact from the Liberty Acquisition. Cost per treatment for North America increased to $287 for the first six months of 2013 as compared to $277 the same period of 2012. Cost per treatment in the U.S. increased to $293 for the first six months of 2013 from $283 in the same period of 2012.

International Segment

Key Indicators for International Segment

 
  For the six months ended
June 30,
  Change in %  
 
  as
reported
  at constant
exchange
rates(1)
 
 
  2013   2012  

Number of treatments

    7,215,501     6,997,813     3 %      

Same market treatment growth in %

    3.5 %   4.3 %            

Net revenue in $ million

    2,397     2,307     4 %   5 %

Depreciation and amortization in $ million

    91     86     6 %      

Operating income in $ million

    393     402     (2 %)      

Operating income margin in %

    16.4 %   17.4 %            

(1)
For further information on "at constant exchange rates," see "Non-U.S. GAAP Measures—Constant currency" below.

Revenue

        Treatments increased by 3% for the six months ended June 30, 2013 over the same period in 2012 mainly due to same market treatment growth (4%) and contributions from acquisitions (2%), partially offset by the effect of closed or sold clinics (2%) and a decrease in dialysis treatment days (1%). Average revenue per treatment for the six months ended June 30, 2013 increased to $161 in comparison with $160 for the same period of 2012 due to increased reimbursement rates and changes in country mix ($5), partially offset by weakening of local currencies against the U.S. dollar ($4).

        Including the effects of acquisitions, European region revenue increased 3% (2% increase at constant exchange rates), Latin America region revenue increased 7% (15% at constant exchange rates), and Asia-Pacific region revenue increased 4% (5% at constant exchange rates).

        Total dialysis care revenue for the International Segment increased during the six months ended June 30, 2013 by 3% (6% increase at constant exchange rates) to $1,161 million from $1,122 million in the same period of 2012. This increase is a result of same market treatment growth (4%), contributions from acquisitions (3%) and increases in organic revenue per treatment (2%), partially offset by the negative effect of exchange rate fluctuations (3%), the effect of closed or sold clinics (2%) and a decrease in dialysis treatment days (1%).

        Total dialysis product revenue for the six months ended June 30, 2013 increased by 4% (4% increase at constant exchange rates) to $1,236 million compared to $1,185 million in the same period of 2012. The 4% increase in product revenue at constant currency was driven by increased sales of hemodialysis products, especially of solutions and concentrates, dialyzers, bloodlines and products for acute care treatments, partially offset by lower sales of renal pharmaceuticals and machines.

        Net revenues for the International Segment for the six months ended June 30, 2013 increased by 4% (5% at constant exchange rates) as compared to the same period in 2012 mainly as a result of increases in both dialysis care and dialysis product revenues, as discussed above. Organic growth during the period was 5% and acquisitions during the period contributed 1%, partially offset by the negative effect of exchange rate fluctuations (1%), and the effect of closed or sold clinics (1%).

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

Operating Income

        Operating income decreased to $393 million for the six months ended June 30, 2013 from $402 million for the same period in 2012. Operating income margin decreased to 16.4% for the six months ended June 30, 2013 from 17.4% for the same period in 2012 due to unfavorable foreign exchange effects including the devaluation of the Venezuelan Bolivar as a result of a hyperinflationary economy and various cost increases.

Inflationary Accounting

        As we are subject to foreign exchange risk, we monitor the economic conditions of the countries in which we operate. Venezuela has been considered a hyperinflationary economy since 2010. In November 2012, the SEC Regulations Committee reaffirmed this status. Effective January 1, 2013 our operations in Venezuela are still considered to be operating in a hyperinflationary economy, as the Venezuelan economy exceeded the three-year cumulative inflation rate of 100% during the fourth quarter of 2012. We use a blend of the National Consumer Price Index and the Consumer Price Index to determine whether Venezuela is a hyperinflationary economy. As a result, our financial statements of our subsidiaries operating in Venezuela continue to use the U.S dollar as their functional currency. However, in 2013, the Venezuelan government revalued the Bolivar. Consequently, we recorded a pre-tax loss of $11.5 million for the first half of 2013.

Liquidity and Capital Resources

Six months ended June 30, 2013 compared to six months ended June 30, 2012

Liquidity

        Our primary sources of liquidity are typically cash from operations, cash from borrowings from third parties and related parties, as well as cash from issuance of debt and equity securities. We require this capital primarily to finance working capital needs, to fund acquisitions and joint ventures, to develop free-standing renal dialysis centers, to purchase equipment for existing or new renal dialysis centers and production sites, to repay debt and to pay dividends as well as the repurchasing of shares.

        At June 30, 2013, we had cash and cash equivalents of $586 million. For information regarding utilization and availability under our principal credit facility (the "2012 Credit Agreement"), see Note 6 of the Notes to Consolidated Financial Statements (unaudited), "Long-term Debt and Capital Lease Obligations," included in this report.

Operations

        In the first six months of 2013 and 2012, we generated net cash from operations of $841 million and $932 million, respectively. Cash from operations is impacted by the profitability of our business, the development of our working capital, principally receivables, and cash outflows that occur due to a number of specific items as discussed below. The decrease in 2013 versus 2012 was mainly a result of a $100 million payment, partially offset by repayments received, both of which were associated with the amendment to the license agreement relating to our iron product Venofer® (see Item 5, "Operating and Financial Review and Prospects—Results of Operations—Year ended December 31, 2012 compared to the year ended December 31, 2011" in our Annual Report on Form 20-F for the year ended December 31, 2012) and unchanged days sales outstanding ("DSO") as compared to a 3 day decrease of DSO in the same period of 2012, partially offset by a favorable development of other working capital items.

        The profitability of our business depends significantly on reimbursement rates. Approximately 77% of our revenues are generated by providing dialysis services, a major portion of which is reimbursed by either public health care organizations or private insurers. For the six months ended June 30, 2013, approximately 32% of our consolidated revenues were attributable to U.S. federal health care benefit programs, such as Medicare and Medicaid reimbursement. Legislative changes could affect Medicare reimbursement rates for a significant portion of the services we provide, as well as the scope of Medicare coverage. A decrease in reimbursement rates or the scope of coverage could have a material adverse effect on our business,

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

financial condition and results of operations and thus on our capacity to generate cash flow. With the exception of the implementation of the ESRD PPS in the U.S. in January 2011, the U.S. federal government sequestration cuts and the current proposal to reduce reimbursement under the ESRD PPS effective January 1, 2014 to account for the decline in utilization of certain drugs and biologicals associated with dialysis, we have experienced and also expect in the future to experience generally stable reimbursements for dialysis services. This includes the balancing of unfavorable reimbursement changes in certain countries with favorable changes in other countries.

        Our working capital, which is defined as current assets less current liabilities, was $2,744 million at June 30, 2013 which decreased from $2,957 million at December 31, 2012. The change is primarily the result of reclassifications of the payments relating the maturity of two of our European Investment Bank ("EIB") Agreements, quarterly repayments of our term loan facility under the 2012 Credit Agreement from long-term debt to the current portion of long-term debt, a decrease in cash and a reclassification of a loan with a related party from long-term debt to short-term borrowings, partially offset by a reduction in accounts payable driven by the payment of the $100 million Venofer® agreement amendment fee incurred in 2012. Our ratio of current assets to current liabilities was 1.8 at June 30, 2013.

        We intend to continue to address our current cash and financing requirements by the generation of cash from operations, our existing and future credit agreements, and the issuance of debt securities. In addition, when funds are required for acquisitions or to meet other needs, we expect to successfully complete long-term financing arrangements, such as the issuance of senior notes, see "Financing" below. We aim to preserve financial resources with a minimum of $300 to $500 million of committed and unutilized credit facilities.

        Cash from operations depends on the collection of accounts receivable. Commercial customers and governments generally have different payment cycles. A lengthening of their payment cycles could have a material adverse effect on our capacity to generate cash flow. In addition, we could face difficulties in enforcing and collecting accounts receivable under some countries' legal systems and due to the economic conditions in some countries. Accounts receivable balances, net of valuation allowances, represented DSO of approximately 76 at both June 30, 2013 and December 31, 2012.

        DSO by segment is calculated by dividing the segment's accounts receivable, as converted to U.S. dollars using the average exchange rate for the period presented, less any value added tax included in the receivables, by the average daily sales for the last twelve months of that segment, as converted to U.S. dollars using the average exchange rate for the period. Receivables and sales are adjusted for amounts related to significant acquisitions made during the periods presented. The development of DSO by reporting segment is shown in the table below:

 
  June 30,
2013
  December 31,
2012
 

North America days sales outstanding

    54     55  
           

International days sales outstanding

    116     115  
           

FMC-AG & Co. KGaA average days sales outstanding

    76     76  
           

        DSO remained stable. The slight decrease in the North America Segment was offset by a slight increase in the International Segment between December 31, 2012 and June 30, 2013. The decrease in North America is due to continued strong cash performance across all payor groups. The International Segment's DSO slight increase reflects slight payment delays, particularly in countries with budget deficits. Due to the fact that a large portion of our reimbursement is provided by public health care organizations and private insurers, we expect that most of our accounts receivable will be collectible, albeit slightly more slowly in the International Segment in the immediate future.

        Tax or other items we have identified that will or could impact our financial results and cash flows from operations in the future are as follows:

        We filed claims for refunds contesting the Internal Revenue Service's ("IRS") disallowance of FMCH's civil settlement payment deductions taken by FMCH in prior year tax returns. As a result of a

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

settlement agreement with the IRS, we received a partial refund in September 2008 of $37 million, inclusive of interest and preserved our right to pursue claims in the United States Courts for refunds of all other disallowed deductions, which totaled approximately $126 million. On December 22, 2008, we filed a complaint for complete refund in the United States District Court for the District of Massachusetts, styled as Fresenius Medical Care Holdings, Inc. v. United States. On August 15, 2012, a jury entered a verdict for FMCH granting additional deductions of $95 million. On May 31, 2013, the District Court entered final judgment for FMCH in the amount of $50.4 million. On July 18, 2013, the District Court denied the IRS's post trial motion seeking to set aside the verdict and judgment and closed the file. The IRS may appeal to the Court of Appeals for the First Circuit (Boston).

Investing

        We used net cash of $403 million and $1,794 million in investing activities in the six-month periods ended June 30, 2013 and 2012, respectively.

        Capital expenditures for property, plant and equipment, net of disposals were $319 million and $274 million in the first six months of 2013 and 2012, respectively. In the first six months of 2013, capital expenditures were $174 million in the North America Segment, $80 million for the International Segment and $65 million at Corporate. Capital expenditures in the first six months of 2012 were $132 million in the North America Segment, $80 million for the International Segment and $62 million at Corporate. The majority of our capital expenditures was used for maintaining existing clinics, equipping new clinics, maintenance and expansion of production facilities, primarily in Germany, North America and France and capitalization of machines provided to our customers, primarily in the International Segment. Capital expenditures were approximately 5% of total revenue in the first six months of 2013 as compared to 4% for the same period in 2012.

        We invested approximately $102 million cash in the first six months of 2013, $45 million in the North America Segment and $57 million in the International Segment. We received approximately $18 million for divestitures in 2013 largely due to the sale of the final clinic for regulatory clearance of the Liberty Acquisition. In the first six months of 2012, we invested approximately $1,748 million cash primarily through the $1,455 million acquisition of Liberty, net of divestitures ($1,730 million in the North America Segment and $17 million in the International Segment and $1 million at Corporate).

        We anticipate capital expenditures of approximately $0.7 billion and expect to make acquisitions of approximately $0.5 billion in 2013. See "Outlook" below.

Financing

        Net cash used in financing was $524 million in the first six months of 2013 compared to net cash provided by financing of $1,089 million in the first six months of 2012, respectively.

        In the six-month period ended June 30, 2013, cash was used in the payment of dividends, the purchase of our shares through the share buyback program, distributions to noncontrolling interests as well as the repayment of portions of long-term debt and short-term borrowings, partially offset by proceeds from long-term and short-term borrowings as well as drawings on the accounts receivable facility. In the first six months of 2012, cash was provided by the issuance of senior notes and short-term borrowings, partially offset by, repayment of long-term debt, the accounts receivable facility, borrowings from related parties as well as the payment of dividends.

        On May 17, 2013, we paid a dividend with respect to 2012 of €.75 per ordinary share (for 2011 paid in 2012 €.69) and €.77 per preference share (for 2011 paid in 2012: €.71). The total dividend payment was €230 million ($296 million) as compared with €210 million ($272 million) in the prior year.

        On May 16, 2013, we held the Annual General Meeting and the separate Preference Shareholder Meeting during which resolutions on the conversion of the preference shares to ordinary shares were passed. The preference share conversion was affected on June 28, 2013 with 3,975,533 preference shares in the amount of €3.9 million ($4.5 million) converted on a 1:1 basis to ordinary shares. In addition, 32,006 options associated with the preference shares were converted for options associated with ordinary shares.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

        On July 5, 2013, we received a €27 million ($35 million) premium from the largest preference shareholder for the conversion of their preference shares to ordinary shares. At June 30, 2013, this amount was recorded as a short-term receivable with a corresponding increase recorded in equity.

        Additionally, we announced the share buy-back program. We intend to repurchase ordinary shares in an aggregate value of up to €385 million (approximately $500 million). This program is expected to run into the third quarter of 2013. At June 30, 2013, 3,580,807 shares were repurchased in the amount of €190 million ($249 million). These shares are restricted treasury stock which means there are no associated dividends or voting rights. These treasury shares will be used to serve the sole purposes of either reducing our registered share capital by cancellation of the acquired shares, or fulfilling our employee participation programs.

Non-U.S. GAAP Measures

Constant currency

        Changes in revenue include the impact of changes in foreign currency exchange rates. We use the non-GAAP financial measure "at constant exchange rates" in our filings to show changes in our revenue without giving effect to period-to-period currency fluctuations. Under U.S. GAAP, revenues received in local (non-U.S. dollar) currency are translated into U.S. dollars at the average exchange rate for the period presented. When we use the term "constant currency," it means that we have translated local currency revenues for the current reporting period into U.S. dollars using the same average foreign currency exchange rates for the conversion of revenues into U.S. dollars that we used to translate local currency revenues for the comparable reporting period of the prior year. We then calculate the change, as a percentage, of the current period revenues using the prior period exchange rates versus the prior period revenues. This resulting percentage is a non-GAAP measure referring to a change as a percentage "at constant exchange rates."

        We believe that revenue growth is a key indication of how a company is progressing from period to period and that the non-GAAP financial measure constant currency is useful to investors, lenders, and other creditors because such information enables them to gauge the impact of currency fluctuations on a company's revenue from period to period. However, we also believe that the usefulness of data on constant currency period-over-period changes is subject to limitations, particularly if the currency effects that are eliminated constitute a significant element of our revenue and significantly impact our performance. We therefore limit our use of constant currency period-over-period changes to a measure for the impact of currency fluctuations on the translation of local currency revenue into U.S. dollars. We do not evaluate our results and performance without considering both constant currency period-over-period changes in non-U.S. GAAP revenue on the one hand and changes in revenue prepared in accordance with U.S. GAAP on the other. We caution the readers of this report to follow a similar approach by considering data on constant currency period-over-period changes only in addition to, and not as a substitute for or superior to, changes in revenue prepared in accordance with U.S. GAAP. We present the fluctuation derived from U.S. GAAP revenue next to the fluctuation derived from non-GAAP revenue. Because the reconciliation is inherent in the disclosure, we believe that a separate reconciliation would not provide any additional benefit.

Debt covenant disclosure—EBITDA

        EBITDA (earnings before interest, tax, depreciation and amortization expenses) was approximately $1,353 million, 19.1% of revenues for the six-month period ended June 30, 2013, and $1,386 million, 20.8% of revenues for the same period of 2012. EBITDA is the basis for determining compliance with certain covenants contained in our 2012 Credit Agreement, euro-denominated notes, EIB agreements, and the indentures relating to our senior notes. You should not consider EBITDA to be an alternative to net earnings determined in accordance with U.S. GAAP or to cash flow from operations, investing activities or financing activities. In addition, not all funds depicted by EBITDA are available for management's discretionary use. For example, a substantial portion of such funds are subject to contractual restrictions and functional requirements for debt service, to fund necessary capital expenditures and to meet other

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

commitments from time to time as described in more detail elsewhere in this report. EBITDA, as calculated, may not be comparable to similarly titled measures reported by other companies.

Reconciliation of EBITDA to net cash provided by (used in) operating activities

        A reconciliation of EBITDA to net cash provided by (used in) operating activities, which we believe to be the most directly comparable U.S GAAP financial measure, is calculated as follows:

 
  For the six months
ended June 30,
 
 
  2013   2012  
 
  ($ in millions)
 

Total EBITDA

  $ 1,353   $ 1,386  

Interest expense (net of interest income)

    (207 )   (203 )

Income tax expense, net

    (273 )   (309 )

Change in deferred taxes, net

    (7 )   65  

Changes in operating assets and liabilities

    (43 )   (2 )

Stock compensation expense

    13     13  

Other items, net

    5     (18 )
           

Net cash provided by (used in) operating activities

  $ 841   $ 932  
           

Balance Sheet Structure

        Total assets as of June 30, 2013 remained constant at $22.3 billion as compared to December 31, 2012. Current assets as a percent of total assets increased by 1% to 28% at June 30, 2013 as compared to 27% at December 31, 2012. The equity ratio, the ratio of our equity divided by total liabilities and shareholders' equity, remained constant at 41% at June 30, 2013 as compared to December 31, 2012.

Outlook

        Below is a table showing our growth outlook for 2013:

 
  2013    

Revenue

  > $14.6 billion    

Revenue growth

  > 6%    

Operating Income

  $2.3 - $2.4 billion  
LOGO

Net Income attributable to shareholders of FMC-AG & Co. KGaA

  $1.1 - $1.15 billion  
LOGO

Capital Expenditures

  ~$0.7 billion    

Acquisitions

  ~$0.5 billion    

Debt/EBITDA Ratio

  £ 3.0    

        The Outlook above is confirmed and has been substantiated for the potential impact of the U.S. Sequestration on our business performance. Net income attributable to shareholders of FMC-AG & Co. KGaA represents an increase of between 5% and 10% if compared to the net income attributable to shareholders of FMC-AG & Co. KGaA for 2012 excluding an investment gain in the amount of $140 million.

    Recently Adopted Accounting Pronouncements

        On January 31, 2013, FASB issued Accounting Standards Update 2013-01 ("ASU 2013-01") an update to Balance Sheet (Topic 210), Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Financial Condition and Results of Operations
for the three and six months ended June 30, 2013 and 2012

("Topic 210"). The main purpose of ASU 2013-01 is to clarify the scope of balance sheet offsetting under Topic 210 to include derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are offset or subject to master netting agreements. The disclosures required under Topic 210 would apply to these transactions and other types of financial assets or liabilities will no longer be subject to Topic 210. The update is effective for periods beginning on or after January 1, 2013. The Company does not utilize balance sheet offsetting for their derivative transactions. See Note 12, "Financial Instruments" in our Consolidated Financial Statements included in this report for more information.

    Recently Issued Accounting Pronouncements

        On February 28, 2013 FASB issued Accounting Standards Update 2013-04 ("ASU 2013-04") Liabilities (Topic 405), Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligations is Fixed at the Reporting Date." ASU 2013-04's objective is to provide guidance and clarification on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements such as debt arrangements, other contractual obligations and settled litigation and judicial rulings. The update is effective for periods beginning on or after December 15, 2013. We are currently evaluating the impact of ASU 2013-04 on our Consolidated Financial Statements.

        On March 4, 2013 FASB issued Accounting Standards Update 2013-05 ("ASU 2013-05") Foreign Currency Matters (Topic 830), Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The purpose of 2013-05 is to provide clarification and further refinement regarding the treatment of the release of a cumulative translation adjustment into net income. This occurs in instances where the parent either sells a part or all of its investment in a foreign entity. Another possibility is if a company no longer holds a controlling interest in a subsidiary or group of assets that is a nonprofit activity or business within a foreign entity. The update is effective for periods beginning on or after December 15, 2013. We are currently evaluating the impact of ASU 2013-05 on our Consolidated Financial Statements.

        On July 17, 2013, FASB issued Accounting Standards Update 2013-10 ("ASU 2013-10") Derivatives and Hedging (Topic 815), Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. The purpose of 2013-10 is to provide the inclusion of the Fed Funds Effective Swap Rate as a U.S. benchmark interest rate for hedge accounting purposes. This rate will now be available to use along with the U.S. government interest rates and the London Interbank Offered Rate. This update is effective prospectively for new or designated hedging relationships entered into on or after July 17, 2013. Currently, we do not intend to utilize the newly available Fed Funds Effective Swap Rate for our hedge accounting.

        On July 18, 2013, FASB issued Accounting Standards Update 2013-11 ("ASU 2013-11") Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The purpose of ASU 2013-11 is to align the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. In most cases, the unrecognized tax benefit should be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. The update is effective for periods beginning on or after December 15, 2013. We are currently evaluating the impact of ASU 2013-11 on our Consolidated Financial Statements.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Statements of Income

(unaudited)

(in thousands, except share data)

 
  For the three months
ended June 30,
  For the six months
ended June 30,
 
 
  2013   2012   2013   2012  

Revenue:

                         

Dialysis Care

  $ 2,811,244   $ 2,675,422   $ 5,553,179   $ 5,219,481  

Less: Patient service bad debt provision

    67,798     70,303     131,547     137,162  
                   

Net Dialysis Care

    2,743,446     2,605,119     5,421,632     5,082,319  

Dialysis Products

    869,069     822,854     1,654,804     1,594,409  
                   

    3,612,515     3,427,973     7,076,436     6,676,728  

Costs of revenue:

                         

Dialysis Care

    2,057,342     1,913,947     4,041,566     3,745,073  

Dialysis Products

    396,800     387,152     766,979     735,272  
                   

    2,454,142     2,301,099     4,808,545     4,480,345  

Gross profit

   
1,158,373
   
1,126,874
   
2,267,891
   
2,196,383
 

Operating (income) expenses:

                         

Selling, general and administrative

    595,356     539,616     1,187,070     1,092,448  

Gain on sale of dialysis clinics

    (7,727 )   (24,647 )   (8,800 )   (33,961 )

Research and development

    30,921     26,938     61,293     55,460  

Income from equity method investees          

    (4,416 )   (3,858 )   (9,224 )   (9,355 )
                   

Operating income

    544,239     588,825     1,037,552     1,091,791  

Other (income) expense:

                         

Investment gain

        (12,915 )       (139,600 )

Interest income

    (6,653 )   (12,496 )   (17,242 )   (32,802 )

Interest expense

    109,704     116,691     224,522     235,877  
                   

Income before income taxes

    441,188     497,545     830,272     1,028,316  

Income tax expense

    143,613     172,241     272,614     309,318  
                   

Net income

    297,575     325,304     557,658     718,998  

Less: Net income attributable to noncontrolling interests

    35,051     35,967     69,635     59,163  
                   

Net income attributable to shareholders of FMC-AG & Co. KGaA

  $ 262,524   $ 289,337   $ 488,023   $ 659,835  
                   

Basic income per ordinary share

  $ 0.86   $ 0.95   $ 1.59   $ 2.17  
                   

Fully diluted income per ordinary share

  $ 0.85   $ 0.94   $ 1.59   $ 2.15  
                   

   

See accompanying notes to unaudited consolidated financial statements.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Statements of Comprehensive Income

(unaudited)

(in thousands, except share data)

 
  For the three months
ended June 30,
  For the six months
ended June 30,
 
 
  2013   2012   2013   2012  

Net Income

  $ 297,575   $ 325,304   $ 557,658   $ 718,998  
                   

Gain (loss) related to cash flow hedges

    3,993     12,525     19,890     8,242  

Actuarial gain (loss) on defined benefit pension plans

    6,385     4,370     12,777     8,743  

Gain (loss) related to foreign currency translation

    (59,174 )   (168,412 )   (127,362 )   (47,616 )

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

    (3,232 )   (4,977 )   (9,914 )   (23,958 )
                   

Other comprehensive income (loss), net of tax

    (52,028 )   (156,494 )   (104,609 )   (54,589 )
                   

Total comprehensive income

  $ 245,547   $ 168,810   $ 453,049   $ 664,409  

Comprehensive income attributable to noncontrolling interests

    34,715     35,212     67,317     59,249  
                   

Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA

  $ 210,832   $ 133,598   $ 385,732   $ 605,160  
                   

   

See accompanying notes to unaudited consolidated financial statements.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Balance Sheets

At June 30, 2013 and December 31, 2012

(in thousands, except share data)

 
  June 30,
2013
  December 31,
2012
 
 
  (unaudited)
  (audited)
 

Assets

             

Current assets:

             

Cash and cash equivalents

  $ 585,857   $ 688,040  

Trade accounts receivable less allowance for doubtful accounts of $329,762 in 2013 and $328,893 in 2012

    3,031,167     3,019,424  

Accounts receivable from related parties

    190,868     137,809  

Inventories

    1,055,099     1,036,809  

Prepaid expenses and other current assets

    994,777     937,761  

Deferred taxes

    292,033     307,613  
           

Total current assets

    6,149,801     6,127,456  

Property, plant and equipment, net

   
2,935,140
   
2,940,603
 

Intangible assets

    681,264     710,116  

Goodwill

    11,468,599     11,421,889  

Deferred taxes

    135,631     133,753  

Investment in equity method investees

    617,430     637,373  

Other assets and notes receivables

    340,482     354,808  
           

Total assets

  $ 22,328,347   $ 22,325,998  
           

Liabilities and shareholders' equity

             

Current liabilities:

             

Accounts payable

  $ 493,947   $ 622,294  

Accounts payable to related parties

    199,285     123,350  

Accrued expenses and other current liabilities

    1,831,164     1,787,471  

Short-term borrowings

    115,322     117,850  

Short-term borrowings from related parties

    59,364     3,973  

Current portion of long-term debt and capital lease obligations

    514,118     334,747  

Income tax payable

    154,938     150,003  

Deferred taxes

    37,409     30,303  
           

Total current liabilities

    3,405,547     3,169,991  

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

   
7,657,012
   
7,785,740
 

Long-term debt from related parties

        56,174  

Other liabilities

    324,338     294,569  

Pension liabilities

    432,060     423,361  

Income tax payable

    205,438     201,642  

Deferred taxes

    652,612     664,001  
           

Total liabilities

    12,677,007     12,595,478  

Noncontrolling interests subject to put provisions

    541,347     523,260  

Shareholders' equity:

             

Preference shares, no par value, €1.00 nominal value, 7,066,522 shares authorized, 3,973,333 issued and outstanding as of December 31, 2012 (see Note 7)

        4,462  

Ordinary shares, no par value, €1.00 nominal value, 392,462,972 shares authorized, 307,579,315 issued and 303,998,508 outstanding

    380,510     374,915  

Treasury stock, at cost

    (248,889 )    

Additional paid-in capital

    3,548,973     3,491,581  

Retained earnings

    5,755,550     5,563,661  

Accumulated other comprehensive (loss) income

    (594,404 )   (492,113 )
           

Total FMC-AG & Co. KGaA shareholders' equity

    8,841,740     8,942,506  
           

Noncontrolling interests not subject to put provisions

    268,253     264,754  

Total equity

    9,109,993     9,207,260  
           

Total liabilities and equity

  $ 22,328,347   $ 22,325,998  
           

   

See accompanying notes to unaudited consolidated financial statements.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Statements of Cash Flows

For the six months ended June 30, 2013 and 2012

(unaudited)

(in thousands)

 
  For the six months
ended June 30,
 
 
  2013   2012  

Operating Activities:

             

Net income

  $ 557,658   $ 718,998  

Adjustments to reconcile net income to net cash provided by operating activities:          

             

Depreciation and amortization

    315,154     294,251  

Change in deferred taxes, net

    (6,570 )   64,934  

(Gain) loss on sale of investments

    (8,800 )   (33,978 )

(Gain) loss on sale of fixed assets

    2,546     1,004  

Investment (gain)

        (139,600 )

Compensation expense related to stock options

    12,777     12,949  

Cash inflow (outflow) from hedging

    (4,028 )   (14,074 )

Investments in equity method investees, net

    14,751     28,979  

Changes in assets and liabilities, net of amounts from businesses acquired:

             

Trade accounts receivable, net

    (62,574 )   (12,498 )

Inventories

    (34,265 )   (64,821 )

Prepaid expenses, other current and non-current assets

    28,776     124,258  

Accounts receivable from related parties

    (56,774 )   (101,405 )

Accounts payable to related parties

    78,094     82,647  

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

    (9,009 )   17,328  

Income tax payable

    12,801     (47,012 )
           

Net cash provided by (used in) operating activities

    840,537     931,960  
           

Investing Activities:

             

Purchases of property, plant and equipment

    (333,642 )   (277,423 )

Proceeds from sale of property, plant and equipment

    14,796     3,664  

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

    (101,809 )   (1,748,179 )

Proceeds from divestitures

    17,824     228,206  
           

Net cash provided by (used in) investing activities

    (402,831 )   (1,793,732 )
           

Financing Activities:

             

Proceeds from short-term borrowings

    64,703     57,332  

Repayments of short-term borrowings

    (62,148 )   (67,162 )

Proceeds from short-term borrowings from related parties

    4,203     38,907  

Repayments of short-term borrowings from related parties

    (5,819 )   (13,743 )

Proceeds from long-term debt and capital lease obligations (net of debt issuance costs and other hedging costs of $156,406 in 2012)

    203,080     2,028,913  

Repayments of long-term debt and capital lease obligations

    (169,796 )   (555,746 )

Increase (decrease) of accounts receivable securitization program

    23,000     (82,500 )

Proceeds from exercise of stock options

    36,142     22,748  

Purchase of treasury stock

    (230,654 )    

Dividends paid

    (296,134 )   (271,733 )

Distributions to noncontrolling interests

    (117,855 )   (79,334 )

Contributions from noncontrolling interests

    27,157     11,763  
           

Net cash provided by (used in) financing activities

    (524,121 )   1,089,445  
           

Effect of exchange rate changes on cash and cash equivalents

    (15,768 )   (7,587 )
           

Cash and Cash Equivalents:

             

Net increase (decrease) in cash and cash equivalents

    (102,183 )   220,086  

Cash and cash equivalents at beginning of period

    688,040     457,292  
           

Cash and cash equivalents at end of period

  $ 585,857   $ 677,378  
           

   

See accompanying notes to unaudited consolidated financial statements.

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FRESENIUS MEDICAL CARE AG & Co. KGaA
Consolidated Statement of Shareholders' Equity
For the six months ended June 30, 2013 (unaudited) and
year ended December 31, 2012 (audited)
(in thousands, except share data)

 
  Preference Shares   Ordinary Shares   Treasury Stock    
   
   
  Total
FMC-AG & Co.
KGaA
shareholders'
equity
   
   
 
 
   
   
  Accumulated
Other
comprehensive
income (loss)
  Noncontrolling
interests not
subject to put
provisions
   
 
 
  Number of
shares
  No par
value
  Number of
shares
  No par
value
  Number of
shares
  Amount   Additional
paid in
capital
  Retained
earnings
  Total Equity  

Balance at December 31, 2011

    3,965,691   $ 4,452     300,164,922   $ 371,649       $   $ 3,362,633   $ 4,648,585   $ (485,767 ) $ 7,901,552   $ 159,465   $ 8,061,017  

Proceeds from exercise of options and related tax effects

    7,642     10     2,574,836     3,266             110,510             113,786         113,786  

Compensation expense related to stock options

                            26,476             26,476         26,476  

Dividends paid

                                (271,733 )       (271,733 )       (271,733 )

Purchase/ sale of noncontrolling interests

                            (26,918 )           (26,918 )   86,705     59,787  

Contributions from/ to noncontrolling interests

                                            (26,428 )   (26,428 )

Changes in fair value of noncontrolling interests subject to put provisions

                            18,880             18,880         18,880  

Net income

                                1,186,809         1,186,809     45,450     1,232,259  

Other comprehensive income (loss)

                                    (6,346 )   (6,346 )   (438 )   (6,784 )
                                                                     

Comprehensive income

                                        1,180,463     45,012     1,225,475  
                                                   

Balance at December 31, 2012

    3,973,333   $ 4,462     302,739,758   $ 374,915       $   $ 3,491,581   $ 5,563,661   $ (492,113 ) $ 8,942,506   $ 264,754   $ 9,207,260  
                                                   

Proceeds from exercise of options and related tax effects

    2,200     3     864,024     1,130             34,706             35,839         35,839  

Proceeds from conversion of preference shares into ordinary shares

    (3,975,533 )   (4,465 )   3,975,533     4,465             35,316             35,316         35,316  

Compensation expense related to stock options

                            12,777             12,777         12,777  

Purchase of treasury stock

                    (3,580,807 )   (248,889 )               (248,889 )       (248,889 )

Dividends paid

                                (296,134 )       (296,134 )       (296,134 )

Purchase/ sale of noncontrolling interests

                            (15,074 )           (15,074 )   4,963     (10,111 )

Contributions from/ to noncontrolling interests

                                            (20,121 )   (20,121 )

Changes in fair value of noncontrolling interests subject to put provisions

                            (10,333 )           (10,333 )       (10,333 )

Net income

                                488,023         488,023     20,823     508,846  

Other comprehensive income (loss)

                                    (102,291 )   (102,291 )   (2,166 )   (104,457 )
                                                                     

Comprehensive income

                                        385,732     18,657     404,389  
                                                   

Balance at June 30, 2013

      $     307,579,315   $ 380,510     (3,580,807 ) $ (248,889 ) $ 3,548,973   $ 5,755,550   $ (594,404 ) $ 8,841,740   $ 268,253   $ 9,109,993  
                                                   

See accompanying notes to unaudited consolidated financial statements.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

1.     The Company and Basis of Presentation

The Company

        Fresenius Medical Care AG & Co. KGaA ("FMC-AG & Co. KGaA" or the "Company"), a German partnership limited by shares (Kommanditgesellschaft auf Aktien), is the world's largest kidney dialysis company, operating in both the field of dialysis care and the field of dialysis products for the treatment of end-stage renal disease ("ESRD"). The Company's dialysis care business, in addition to providing dialysis treatments, includes pharmacy services and vascular access surgery services (together, the "Expanded Services"). The Company's dialysis products business includes manufacturing and distributing products and equipment for the treatment of ESRD. The Company's dialysis business is vertically integrated, providing dialysis treatment at dialysis clinics it owns or operates and supplying these clinics with a broad range of products. In addition, the Company sells dialysis products to other dialysis service providers. Fresenius Medical Care Holdings, Inc. ("FMCH"), located in the United States and our largest subsidiary also provides laboratory testing services, and inpatient dialysis services as well as other services under contract to hospitals.

        In these unaudited consolidated financial statements, "FMC-AG & Co. KGaA," or the "Company," "we," "us" or "our" refers to the Company or the Company and its subsidiaries on a consolidated basis, as the context requires. The term "North America Segment" refers to the North America operating segment. The term "International Segment" refers to the combined Europe, Middle East, Africa and Latin America ("EMEALA") operating segment and Asia-Pacific operating segment.

Basis of Presentation

        The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

        The consolidated financial statements at June 30, 2013 and for the three and six months ended June 30, 2013 and 2012 contained in this report are unaudited and should be read in conjunction with the consolidated financial statements contained in the Company's 2012 Annual Report on Form 20-F. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Such financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments are of a normal recurring nature.

        The accounting policies applied in the accompanying consolidated financial statements are the same as those applied in the consolidated financial statements at and for the year ended December 31, 2012, contained in the Company's 2012 Annual Report on Form 20-F.

        The results of operations for the three and six-month periods ended June 30, 2013 are not necessarily indicative of the results of operations for the year ending December 31, 2013.

2.     Acquisition of Liberty Dialysis Holdings, Inc.

        On February 28, 2012, the Company acquired 100% of the equity of Liberty Dialysis Holdings, Inc. ("LD Holdings"), the owner of Liberty Dialysis and owner of a 51% stake in Renal Advantage Partners, LLC (the "Liberty Acquisition"). The Company accounted for this transaction as a business combination and finalized the acquisition accounting on February 28, 2013.

        Total consideration for the Liberty Acquisition was $2,181,358, consisting of $1,696,659 cash, net of cash acquired and $484,699 non-cash consideration. Accounting standards for business combinations require previously held equity interests to be fair valued at the time of the acquisition with the difference

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

to book value to be recognized as a gain or loss in income. Prior to the Liberty Acquisition, the Company had a 49% equity investment in Renal Advantage Partners, LLC, the fair value of which, $201,915, was included as part of the non-cash consideration. The fair value was determined based on the discounted cash flow method, utilizing a discount rate of approximately 13%. In addition to the Company's investment, it also had a loan receivable from Renal Advantage Partners, LLC of $279,793, at a fair value of $282,784, which was retired as part of the transaction.

        The following table summarizes the final fair values of assets acquired and liabilities assumed at the date of the acquisition. Any adjustments to acquisition accounting from December 31, 2012 until finalization, net of related income tax effects, were recorded with a corresponding adjustment to goodwill:

Assets held for sale

  $ 164,068  

Trade accounts receivable

    149,219  

Other current assets

    17,458  

Deferred tax assets

    14,932  

Property, plant and equipment

    168,335  

Intangible assets and other assets

    84,556  

Goodwill

    2,003,465  

Accounts payable, accrued expenses and other current liabilities

    (105,403 )

Income tax payable and deferred taxes

    (33,597 )

Short-term borrowings, other financial liabilities, long-term debt and capital lease obligations

    (72,101 )

Other liabilities

    (39,923 )

Noncontrolling interests (subject and not subject to put provisions)

    (169,651 )
       

Total acquisition cost

  $ 2,181,358  
       

Less non-cash contributions at fair value

       

Investment at acquisition date

    (201,915 )

Long-term Notes Receivable

    (282,784 )
       

Total non-cash items

  $ (484,699 )
       

Net Cash paid

  $ 1,696,659  
       

        The amortizable intangible assets acquired in this acquisition have weighted average useful lives of 6-8 years.

        Goodwill in the amount of $2,003,465 was acquired as part of the Liberty Acquisition and was allocated to the North America Segment. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill arises principally due to the fair value placed on an estimated stream of future cash flows versus building a similar franchise. Of the goodwill recognized in this acquisition, approximately $436,000 is expected to be deductible for tax purposes and amortized over a 15 year period.

        The noncontrolling interests acquired as part of the acquisition are stated at fair value based upon contractual multiples typically utilized by the Company for such arrangements as well as the Company's overall experience.

        The fair valuation of the Company's investment at the time of the Liberty Acquisition resulted in a non-taxable gain of $139,600. The retirement of the loan receivable resulted in a benefit of $8,501.

Divestitures

        In connection with the Federal Trade Commission's consent order relating to the Liberty Acquisition, the Company agreed to divest a total of 62 renal dialysis centers. 61 clinics were sold by the end of the second quarter of 2012, 24 of which were FMC-AG & Co. KGaA clinics which generated a gain of $33,490. This gain was subsequently finalized in the amount of $33,455 during the period ended December 31, 2012

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

and included in the Consolidated Statements of Income. In the second quarter of 2013, the remaining clinic was sold for a gain of $7,705. The 38 clinics acquired and subsequently sold were categorized as Assets held for sale in the table above at the time of the Liberty Acquisition.

Pro Forma Financial Information

        The following financial information, on a pro forma basis, reflects the consolidated results of operations as if the Liberty Acquisition and the divestitures described above had been consummated on January 1, 2011. The pro forma information includes adjustments primarily for elimination of the investment gain and the gain from the retirement of debt. The pro-forma financial information is not necessarily indicative of the results of operations as it would have been had the transactions been consummated on January 1, 2011.

 
  For the three
months ended
June 30,
2012
  For the six
months ended
June 30,
2012
 

Net revenue

  $ 3,420,560   $ 6,782,198  

Net income attributable to shareholders of FMC-AG & Co. KGaA

    266,093     529,400  

Income per ordinary share

             

Basic

  $ 0.87   $ 1.74  

Fully diluted

  $ 0.87   $ 1.73  

3.     Related Party Transactions

        The Company's parent, Fresenius SE & Co. KGaA ("Fresenius SE"), a German partnership limited by shares, owns 100% of the share capital of Fresenius Medical Care Management AG, the Company's general partner ("General Partner"). Fresenius SE, the Company's largest shareholder, owns approximately 31.0% of the Company's voting shares at June 30, 2013, excluding the shares purchased through the share buyback program as they are not considered to be outstanding, voting shares (see Note 7, Earnings Per Share).

a)
Service and Lease Agreements

        The Company is party to service agreements with Fresenius SE and certain of its affiliates (collectively the "Fresenius SE Companies") to receive services, including, but not limited to: administrative services, management information services, employee benefit administration, insurance, information technology services, tax services and treasury management services. In 2013, the Company entered into a new information technology services agreement for the next five years, expiring in 2018, which has an automatic continuation for an additional 5 year period with short-term continuations thereafter unless either party terminates the agreement as of the end of the then-current term. The Company has complied with all corporate governance procedures for this agreement (for information on corporate governance, see Item 16G, "Corporate Governance" in our Annual Report on Form 20-F for the year ended December 31, 2012). During the six-month ended June 30, 2013 and 2012, amounts charged by Fresenius SE to the Company under the terms of these agreements were $57,253 and $38,418, respectively. The Company also provides certain services to the Fresenius SE Companies, including research and development, central purchasing and warehousing. The Company charged $3,387 and $3,184 for services rendered to the Fresenius SE Companies during the first six months of 2013 and 2012 respectively.

        Under real estate operating lease agreements entered into with the Fresenius SE Companies, which are leases for the corporate headquarters in Bad Homburg, Germany and production sites in Schweinfurt and St. Wendel, Germany, the Company paid the Fresenius SE Companies $13,317 and $12,660 during the six months ended June 30, 2013 and 2012, respectively. The majority of the leases expire in 2016 and contain renewal options.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

        The Company's Articles of Association provide that the General Partner shall be reimbursed for any and all expenses in connection with management of the Company's business, including remuneration of the members of the General Partner's supervisory board and the General Partner's management board. The aggregate amount reimbursed to the General Partner was $9,136 and $6,453, respectively, for its management services during the six months ended June 30, 2013 and 2012.

b)
Products

        For the first six months of 2013 and 2012, the Company sold products to the Fresenius SE Companies for $15,598 and $12,646, respectively. During the same periods, the Company made purchases from the Fresenius SE Companies in the amount of $22,066 and $24,488, respectively.

        In addition to the purchases noted above, the Company currently purchases heparin supplied by Fresenius Kabi USA, Inc. ("Kabi USA"), through an independent group purchasing organization ("GPO"). Kabi USA is wholly-owned by Fresenius Kabi AG, a wholly-owned subsidiary of Fresenius SE. The Company has no direct supply agreement with Kabi USA and does not submit purchase orders directly to Kabi USA. During the six-month ended June 30, 2013 and 2012, FMCH, a 100% owned subsidiary of the Company and its principal North American subsidiary, acquired approximately $8,864 and $8,565, respectively, of heparin from Kabi USA, through the GPO contract, which was negotiated by the GPO at arm's length on behalf of all members of the GPO.

c)
Financing Provided by and to Fresenius SE and the General Partner

        The Company receives short-term financing from and provides short-term financing to Fresenius SE. The Company also utilizes Fresenius SE's cash management system for the settlement of certain intercompany receivables and payables with its subsidiaries and other related parties.

        At June 30, 2013, the Company provided a loan to Fresenius SE of €22,600 ($29,561 at June 30, 2013) at an interest rate of 1.371%, due and paid on July 2, 2013.

        On August 19, 2009, the Company borrowed €1,500 ($1,962 at June 30, 2013) from the General Partner at 1.335%. The loan repayment has been extended periodically and is currently due August 20, 2013 at an interest rate of 2.132%.

        At June 30, 2013, the Company had a Chinese Yuan Renminbi ("CNY") loan of 352,313 ($57,402 at June 30, 2013) outstanding with a subsidiary of Fresenius SE at an interest rate of 6.1% and a maturity date of May 23, 2014.

d)
Other

        The Company, at June 30, 2013, had a receivable from Fresenius SE in the amount of €4,791 ($6,267 at June 30, 2013) resulting from being a party to a German trade tax group agreement with Fresenius SE for the fiscal years 1997-2001.

4.     Inventories

        At June 30, 2013 and December 31, 2012, inventories consisted of the following:

 
  June 30,
2013
  December 31,
2012
 

Finished goods

  $ 644,376   $ 627,338  

Raw materials and purchased components

    179,242     171,373  

Health care supplies

    143,233     154,840  

Work in process

    88,248     83,258  
           

Inventories

  $ 1,055,099   $ 1,036,809  
           

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

5.     Short-Term Borrowings and Short-Term Borrowings from Related Parties

        At June 30, 2013 and December 31, 2012, short-term borrowings and short-term borrowings from related parties consisted of the following:

 
  June 30,
2013
  December 31,
2012
 

Borrowings under lines of credit

  $ 115,322   $ 117,850  

Short-term borrowings from related parties (see Note 3.c.)

    59,364     3,973  
           

Short-term borrowings and Short-term borrowings from related parties

  $ 174,686   $ 121,823  
           

6.     Long-Term Debt and Capital Lease Obligations and Long-Term Debt from Related Parties

        At June 30, 2013 and December 31, 2012, long-term debt and capital lease obligations and long-term debt from related parties consisted of the following:

 
  June 30,
2013
  December 31,
2012
 

2012 Credit Agreement

  $ 2,832,312   $ 2,659,340  

Senior Notes

    4,730,687     4,743,442  

Euro Notes

    44,145     51,951  

European Investment Bank Agreements

    231,926     324,334  

Accounts receivable facility

    185,000     162,000  

Capital lease obligations

    13,772     15,618  

Other

    133,288     163,802  
           

Long-term debt and capital lease obligations

    8,171,130     8,120,487  

Less current maturities

    (514,118 )   (334,747 )
           

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

    7,657,012     7,785,740  

Long-term debt from related parties

        56,174  
           

Long-term debt and capital lease obligations and long-term debt from related parties

  $ 7,657,012   $ 7,841,914  
           

2012 Credit Agreement

        The following table shows the available and outstanding amounts under the 2012 Credit Agreement at June 30, 2013 and at December 31, 2012:

 
  Maximum Amount Available
June 30, 2013
  Balance Outstanding
June 30, 2013
 

Revolving Credit USD

  $ 600,000   $ 600,000   $ 101,512   $ 101,512  

Revolving Credit EUR

  500,000   $ 654,000   100,000   $ 130,800  

Term Loan A

  $ 2,600,000   $ 2,600,000   $ 2,600,000   $ 2,600,000  
                       

        $ 3,854,000         $ 2,832,312  
                       

 

 
  Maximum Amount Available
December 31, 2012
  Balance Outstanding
December 31, 2012
 

Revolving Credit USD

  $ 600,000   $ 600,000   $ 59,340   $ 59,340  

Revolving Credit EUR

  500,000   $ 659,700     $  

Term Loan A

  $ 2,600,000   $ 2,600,000   $ 2,600,000   $ 2,600,000  
                       

        $ 3,859,700         $ 2,659,340  
                       

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

        In addition, at June 30, 2013 and December 31, 2012, the Company had letters of credit outstanding in the amount of $ 11,065 and $ 77,188 , respectively, under the revolving credit facility, which are not included above as part of the balance outstanding, but reduce the available borrowings under the revolving credit facility.

Accounts Receivable Facility Letters of Credit

        The Company also had letters of credit outstanding under the accounts receivable facility in the amount of $65,622 as of June 30, 2013. These letters of credit are not included above as part of the balance outstanding at June 30, 2013; however, they reduce available borrowings under the accounts receivable facility.

7.     Earnings Per Ordinary Share

        The following table contains reconciliations of the numerators and denominators of the basic and diluted earnings per ordinary share computations for the three- and six-month ended June 30, 2013 and 2012:

 
  For the three months
ended June 30,
  For the six months
ended June 30,
 
 
  2013   2012   2013   2012  

Numerators:

                         

Net income attributable to shareholders of FMC-AG & Co. KGaA

  $ 262,524   $ 289,337   $ 488,023   $ 659,835  

less:

                         

Dividend preference on Preference shares

        25         51  
                   

Income available to all classes of shares

  $ 262,524   $ 289,312   $ 488,023   $ 659,784  
                   

Denominators:

                         

Weighted average number of:

                         

Ordinary shares outstanding

    302,409,369     300,415,725     302,590,288     300,310,425  

Preference shares outstanding

    3,842,900     3,966,600     3,907,756     3,966,301  
                   

Total weighted average shares outstanding

    306,252,269     304,382,325     306,498,044     304,276,726  

Potentially dilutive Ordinary shares

    1,362,863     2,405,628     1,247,741     2,372,829  

Potentially dilutive Preference shares

        18,019         18,145  
                   

Total weighted average Ordinary shares outstanding assuming dilution

    303,772,232     302,821,353     303,838,029     302,683,254  

Total weighted average Preference shares outstanding assuming dilution

    3,842,900     3,984,619     3,907,756     3,984,446  

Basic income per Ordinary share

 
$

0.86
 
$

0.95
 
$

1.59
 
$

2.17
 

Fully diluted income per Ordinary share

  $ 0.85   $ 0.94   $ 1.59   $ 2.15  

        On May 16, 2013, the Company held its Annual General Meeting and a separate Preference Shareholder Meeting during which resolutions on the conversion of the preference shares to ordinary shares were passed. The preference share conversion was affected on June 28, 2013 with 3,975,533 preference shares in the amount of €3,976 ($4,465) converted on a 1:1 basis to ordinary shares. In addition, 32,006 options associated with the preference shares were converted for options associated with ordinary shares.

        On July 5, 2013, the Company received a €27,000 ($35,316) premium from the largest preference shareholder for the conversion of their preference shares to ordinary shares. At June 30, 2013, this amount was recorded as a short-term receivable with a corresponding increase recorded in equity.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

        Additionally, the Company announced the share buy-back program. The Company intends to repurchase ordinary shares in an aggregate value of up to €385,000 (approximately $500,000). This program is expected to run into the third quarter of 2013. At June 30, 2013, 3,580,807 shares were repurchased in the amount of €189,876 ($248,889). These shares are restricted treasury stock which means there are no associated dividends or voting rights. These treasury shares will be used to serve the sole purposes of either reducing the registered share capital of the Company by cancellation of the acquired shares, or fulfilling employee participation programs of the Company.

        The following tabular disclosure provides the shares repurchased during the second quarter of 2013:

Period
  Average
price paid
per share
  Average
price paid
per share(1)
  Total number of shares
purchased as part of
publicly announced
plans or programs
  Total Value of
Shares
Repurchased(4)
  Total Value of
Shares
Repurchased(2)(4)
  Maximum value of shares
that may yet be purchased
under plans or programs
as of the end of the
period(3)
 
 
  in €   in $  
  in €   in $   in €   in $  
 
   
   
   
  in thousands  

May 2013

  52.96   $ 68.48     1,078,255   57,107   $ 73,842   327,910   $ 426,480  

June 2013

  53.05   $ 69.95     2,502,552   132,769   $ 175,047   195,165   $ 255,276  
                               

Total

  53.03   $ 69.51     3,580,807   189,876   $ 248,889              
                                   

(1)
The dollar value is calculated using the daily exchange rate for the share repurchases made during the month.

(2)
The value of the shares repurchased in Dollar is calculated using the total value of the shares purchased in Euro converted using the daily exchange rate for the transactions.

(3)
The maximum Dollar value of the shares remaining is calculated using the maximum Euro value of shares that may yet be repurchased converted at the end of the month spot rate.

(4)
This amount is inclusive of fees paid in the amount of approximately $53 (€41) for services rendered.

8.     Employee Benefit Plans

        The Company currently has two principal pension plans, one for German employees, the other covering employees in the United States, the latter of which was curtailed in 2002. Plan benefits are generally based on years of service and final salary. As there is no legal requirement in Germany to fund defined benefit plans, the Company's pension obligations in Germany are unfunded. Each year FMCH contributes to the plan covering United States employees at least the minimum required by the Employee Retirement Income Security Act of 1974, as amended.

        The following table provides the calculations of net periodic benefit cost for the three- and six-months ended June 30, 2013 and 2012, respectively.

 
  Three months ended
June 30,
  Six months ended
June 30,
 
 
  2013   2012   2013   2012  

Components of net periodic benefit cost:

                         

Service cost

  $ 3,818   $ 2,645   $ 7,669   $ 5,337  

Interest cost

    6,735     6,446     13,495     12,938  

Expected return on plan assets

    (3,400 )   (3,825 )   (6,800 )   (7,650 )

Amortization of unrealized losses

    6,385     4,370     12,777     8,743  
                   

Net periodic benefit costs

  $ 13,538   $ 9,636   $ 27,141   $ 19,368  
                   

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

9.     Noncontrolling Interests Subject to Put Provisions

        The Company has potential obligations to purchase the noncontrolling interests held by third parties in certain of its consolidated subsidiaries. These obligations are in the form of put provisions and are exercisable at the third-party owners' discretion within specified periods as outlined in each specific put provision. If these put provisions were exercised, the Company would be required to purchase all or part of third-party owners' noncontrolling interests at the appraised fair value at the time of exercise. The methodology the Company uses to estimate the fair values of the noncontrolling interest subject to put provisions assumes the greater of net book value or a multiple of earnings, based on historical earnings, the development stage of the underlying business and other factors. The estimated fair values of the noncontrolling interests subject to these put provisions can also fluctuate and the implicit multiple of earnings at which these noncontrolling interest obligations may ultimately be settled could vary significantly from our current estimates depending upon market conditions.

        At June 30, 2013 and December 31, 2012, the Company's potential obligations under these put options were $541,347 and $523,260, respectively, of which, at June 30, 2013, $208,239 were exercisable. No put options were exercised during the first six months of 2013.

        Following is a roll forward of noncontrolling interests subject to put provisions for the six months ended June 30, 2013 and the year ended December 31, 2012:

 
  June 30,
2013
  December 31,
2012
 

Beginning balance as of January 1,

  $ 523,260   $ 410,491  

Contributions to noncontrolling interests

    (56,330 )   (114,536 )

Purchase/ sale of noncontrolling interests

    10,515     134,643  

Contributions from noncontrolling interests

    4,909     16,565  

Changes in fair value of noncontrolling interests

    10,333     (18,880 )

Net income

    48,812     94,718  

Other comprehensive income (loss)

    (152 )   259  
           

Ending balance as of June 30, 2013 and December 31, 2012

  $ 541,347   $ 523,260  
           

10.   Sources of Revenue

        Below is a table showing the sources of our U.S. patient service revenue (net of contractual allowance and discounts but before patient service bad debt provision), included in the Company's dialysis care revenue, for the six months ended June 30, 2013 and 2012. Outside of the U.S., the Company does not recognize patient service revenue at the time the services are rendered without assessing the patient's ability to pay. Accordingly, the additional disclosure requirements introduced with ASU 2011-07 only apply to the U.S. patient service revenue.

 
  For the six months
ended June 30,
 
 
  2013   2012  

Medicare ESRD program

  $ 2,131,095   $ 1,926,433  

Private/alternative payors

    1,865,556     1,775,378  

Medicaid and other government sources

    186,059     194,154  

Hospitals

    209,517     201,709  
           

Total patient service revenue

  $ 4,392,227   $ 4,097,674  
           

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

11.   Commitments and Contingencies

    Legal and Regulatory Matters

        The Company is routinely involved in numerous claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary course of its business of providing healthcare services and products. Legal matters that the Company currently deems to be material are described below. For the matters described below in which the Company believes a loss is both reasonably possible and estimable, an estimate of the loss or range of loss exposure is provided. For the other matters described below, the Company believes that the loss probability is remote and/or the loss or range of possible losses cannot be reasonably estimated at this time. The outcome of litigation and other legal matters is always difficult to predict accurately and outcomes that are not consistent with the Company's view of the merits can occur. The Company believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that the resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on its business, results of operations and financial condition.

    Commercial Litigation

        The Company was originally formed as a result of a series of transactions it completed pursuant to the Agreement and Plan of Reorganization dated as of February 4, 1996, by and between W.R. Grace & Co. and Fresenius SE (the "Merger"). At the time of the Merger, a W.R. Grace & Co. subsidiary known as W.R. Grace & Co.-Conn. had, and continues to have, significant liabilities arising out of product-liability related litigation (including asbestos-related actions), pre-Merger tax claims and other claims unrelated to National Medical Care, Inc. ("NMC"), which was W.R. Grace & Co.'s dialysis business prior to the Merger. In connection with the Merger, W.R. Grace & Co.-Conn. agreed to indemnify the Company, FMCH, and NMC against all liabilities of W.R. Grace & Co., whether relating to events occurring before or after the Merger, other than liabilities arising from or relating to NMC's operations. W.R. Grace & Co. and certain of its subsidiaries filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Grace Chapter 11 Proceedings") on April 2, 2001.

        Prior to and after the commencement of the Grace Chapter 11 Proceedings, class action complaints were filed against W.R. Grace & Co. and FMCH by plaintiffs claiming to be creditors of W.R. Grace & Co.-Conn., and by the asbestos creditors' committees on behalf of the W.R. Grace & Co. bankruptcy estate in the Grace Chapter 11 Proceedings, alleging, among other things that the Merger was a fraudulent conveyance, violated the uniform fraudulent transfer act and constituted a conspiracy. All such cases have been stayed and transferred to or are pending before the U.S. District Court as part of the Grace Chapter 11 Proceedings.

        In 2003, the Company reached agreement with the asbestos creditors' committees on behalf of the W.R. Grace & Co. bankruptcy estate and W.R. Grace & Co. in the matters pending in the Grace Chapter 11 Proceedings for the settlement of all fraudulent conveyance and tax claims against it and other claims related to the Company that arise out of the bankruptcy of W.R. Grace & Co. Under the terms of the settlement agreement as amended (the "Settlement Agreement"), fraudulent conveyance and other claims raised on behalf of asbestos claimants will be dismissed with prejudice and the Company will receive protection against existing and potential future W.R. Grace & Co. related claims, including fraudulent conveyance and asbestos claims, and indemnification against income tax claims related to the non-NMC members of the W.R. Grace & Co. consolidated tax group upon confirmation of a W.R. Grace & Co. bankruptcy reorganization plan that contains such provisions. Under the Settlement Agreement, the Company will pay a total of $115,000 without interest, which has previously been accrued and is included on the Company's Consolidated Balance Sheets, to the W.R. Grace & Co. bankruptcy estate, or as otherwise directed by the Court, upon plan confirmation. No admission of liability has been or will be made. While the Company believes this accrual reasonably estimates its currently anticipated costs related to the continued defense and resolution of this matter, no assurances can be given that its actual costs incurred will not exceed the amount of this accrual. The Settlement Agreement has been approved by the

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

U.S. District Court. In January and February 2011, the U.S. Bankruptcy Court entered orders confirming the plan of reorganization and the confirmation orders were affirmed by the U.S. District Court on January 31, 2012. Multiple parties have appealed to the Third Circuit Court of Appeals and the plan of reorganization will not be implemented until the appeals are finally resolved.

        Subsequent to the Merger, W.R. Grace & Co. was involved in a multi-step transaction involving Sealed Air Corporation ("Sealed Air," formerly known as Grace Holding, Inc.). The Company is engaged in litigation with Sealed Air to confirm its entitlement to indemnification from Sealed Air for all losses and expenses incurred by the Company relating to pre-Merger tax liabilities and Merger-related claims. Under the Settlement Agreement, upon final confirmation of a plan of reorganization that satisfies the conditions of the Company's payment obligation, this litigation will be dismissed with prejudice.

        On April 4, 2003, FMCH filed a suit in the U. S. District Court for the Northern District of California, styled Fresenius USA, Inc., et al., v. Baxter International Inc., et al., Case No. C 03-1431, seeking a declaratory judgment that FMCH does not infringe patents held by Baxter International Inc. and its subsidiaries and affiliates ("Baxter"), that the patents are invalid, and that Baxter is without right or authority to threaten or maintain suit against FMCH for alleged infringement of Baxter's patents. In general, the asserted patents concern the use of touch screen interfaces for hemodialysis machines. Baxter filed counterclaims against FMCH seeking more than $140,000 in monetary damages and injunctive relief, and alleging that FMCH willfully infringed on Baxter's patents. On July 17, 2006, the court entered judgment on a jury verdict in favor of FMCH finding all asserted claims of Baxter patents invalid as obvious and/or anticipated in light of prior art.

        On February 13, 2007, the court granted Baxter's motion to set aside the jury's verdict in favor of FMCH and reinstated the patents and entered judgment of infringement. Following a trial on damages, the court entered judgment on November 6, 2007 in favor of Baxter on a jury award of $14,300. On April 4, 2008, the court denied Baxter's motion for a new trial, established a royalty payable to Baxter of 10% of the sales price for continuing sales of FMCH's 2008K hemodialysis machines and 7% of the sales price of related disposables, parts and service beginning November 7, 2007, and enjoined sales of the touchscreen-equipped 2008K machine effective January 1, 2009. The Company appealed the court's rulings to the United States Court of Appeals for the Federal Circuit ("Federal Circuit"). On September 10, 2009, the Federal Circuit reversed the district court's decision and determined that the asserted claims in two of the three patents at issue are invalid. As to the third patent, the Federal Circuit affirmed the district court's decision; however, the Court also vacated the injunction and award of damages. These issues were remanded to the District Court for reconsideration in light of the invalidity ruling on most of the claims. As a result, FMCH is no longer required to fund the court-approved escrow account set up to hold the royalty payments ordered by the district court. Funds of $70,000 were contributed to the escrow fund. Upon remand, the district court reduced the post verdict damages award to $10,000 and $61,000 of the escrowed funds was returned to FMCH. In the parallel reexamination of the last surviving patent, the U.S. Patent and Trademark Office ("USPTO") and the Board of Patent Appeals and Interferences ruled that the remaining Baxter patent is invalid. On May 17, 2012 the Federal Circuit affirmed the USPTO's ruling and invalidated the final remaining Baxter patent. The Federal Circuit issued a mandate to the USPTO to cancel the claims of the last remaining asserted Baxter HD patent. Baxter appealed to the Federal Circuit claiming that approximately $20,000 of damages awarded to it by the District Court before the Federal Circuit affirmed the USPTO ruling constitutes a final judgment that may be collected. On July 2, 2013, the Federal Circuit denied Baxter's appeal and ordered the District Court to dismiss the case.

        On August 27, 2012, Baxter filed suit in the U.S. District Court for the Northern District of Illinois, styled Baxter International Inc., et al., v. Fresenius Medical Care Holdings, Inc., Case No. 12-cv-06890, alleging that the Company's LibertyTM cycler infringes certain U.S. patents that were issued to Baxter between October 2010 and June 2012. The Company believes it has valid defenses to these claims, and will defend this litigation vigorously.

        On April 5, 2013, the U.S. Judicial Panel on Multidistrict Litigation ordered that lawsuits filed in various federal courts alleging wrongful death and personal injury claims against FMCH and certain of its

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

affiliates relating to FMCH's dialysate concentrate products NaturaLyte® and Granuflo® be transferred and consolidated for pretrial management purposes into a consolidated multidistrict litigation in the United States District Court for the District of Massachusetts, styled In Re: Fresenius Granuflo/Naturalyte Dialysate Products Liability Litigation, Case No. 2013-md-02428. These lawsuits allege generally that inadequate labeling and warnings for these products caused harm to patients. In addition, similar cases have been filed in other courts that will not be formally consolidated with the federal multidistrict litigation. FMCH believes that these lawsuits are without merit, and will defend them vigorously.

    Other Litigation and Potential Exposures

        On February 15, 2011, a qui tam relator's complaint under the False Claims Act against FMCH was unsealed by order of the United States District Court for the District of Massachusetts and served by the relator. The United States has not intervened in the case United States ex rel. Chris Drennen v. Fresenius Medical Care Holdings, Inc., 2009 Civ. 10179 (D. Mass.). The relator's complaint, which was first filed under seal in February 2009, alleges that the Company seeks and receives reimbursement from government payors for serum ferritin and hepatitis B laboratory tests that are medically unnecessary or not properly ordered by a physician. On March 6, 2011, the United States Attorney for the District of Massachusetts issued a Civil Investigative Demand seeking the production of documents related to the same laboratory tests that are the subject of the relator's complaint. FMCH has cooperated fully in responding to the Civil Investigative Demand, and will vigorously contest the relator's complaint.

        On June 29, 2011, FMCH received a subpoena from the United States Attorney for the Eastern District of New York ("E.D.N.Y."). On December 6, 2011, a single Company facility in New York received a subpoena from the Office of the Inspector General of the Department of Health and Human Services that was substantially similar to the one issued by the U.S. Attorney for the E.D.N.Y. These subpoenas are part of a criminal and civil investigation into relationships between retail pharmacies and outpatient dialysis facilities in the State of New York and into the reimbursement under government payor programs in New York for medications provided to patients with ESRD. Among the issues encompassed by the investigation is whether retail pharmacies may have provided or received compensation from the New York Medicaid program for pharmaceutical products that should be provided by the dialysis facilities in exchange for the New York Medicaid payment to the dialysis facilities. The Company has cooperated in the investigation.

        Civil investigative demands were issued under the supervision of the United States Attorneys for Rhode Island and Connecticut to American Access Care LLC (AAC) and certain affiliated entities prior to the Company's acquisition of AAC in October 2011. In March 2012, a third subpoena was issued under the supervision of the United States Attorney for the Southern District of Florida (Miami). In May 2013, a fourth subpoena was served by the United States Attorney for the Eastern District of Virginia (Richmond). Also in May 2013, updated document productions were requested by the US Attorneys for Rhode Island and Connecticut. Although the subpoenas cover a wide range of documents and activities of AAC, the focus of the investigation is procedure coding and related billing practices and procedures. The Company has assumed responsibility for responding to the subpoenas and is cooperating fully with the United States Attorneys.

        The Company has received communications alleging certain conduct in certain countries outside the U.S. and Germany that may violate the U.S. Foreign Corrupt Practices Act ("FCPA") or other anti-bribery laws. In response to the allegations, the Audit and Corporate Governance Committee of the Company's Supervisory Board is conducting an internal review with the assistance of independent counsel retained for such purpose. The Company voluntarily advised the U.S. Securities and Exchange Commission and the U.S. Department of Justice that allegations have been made and of the Company's internal review. The Company's independent counsel, in conjunction with the Company's Compliance department, have reviewed the Company's anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws, and appropriate enhancements are being implemented. The Company is fully committed to FCPA compliance. It cannot predict the final outcome of its review.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

        In December 2012 and January 2013, FMCH received subpoenas from the United States Attorneys for the District of Massachusetts and the Western District of Louisiana requesting production of a range of documents relating to products manufactured by FMCH, including the Granuflo® and Naturalyte® dialysate concentrate products. FMCH is cooperating fully in responding to these subpoenas.

        The Company filed claims for refunds contesting the Internal Revenue Service's ("IRS") disallowance of FMCH's civil settlement payment deductions taken by FMCH in prior year tax returns. As a result of a settlement agreement with the IRS, the Company received a partial refund in September 2008 of $37,000, inclusive of interest and preserved its right to pursue claims in the United States Courts for refunds of all other disallowed deductions, which totaled approximately $126,000. On December 22, 2008, the Company filed a complaint for complete refund in the United States District Court for the District of Massachusetts, styled as Fresenius Medical Care Holdings, Inc. v. United States. On August 15, 2012, a jury entered a verdict for FMCH granting additional deductions of $95,000. On May 31, 2013, the District Court entered final judgment for FMCH in the amount of $50,400. On July 18, 2013, the District Court denied the IRS's post trial motion seeking to set aside the verdict and judgment and closed the file. The IRS may appeal to the Court of Appeals for the First Circuit (Boston).

        From time to time, the Company is a party to or may be threatened with other litigation or arbitration, claims or assessments arising in the ordinary course of its business. Management regularly analyzes current information including, as applicable, the Company's defenses and insurance coverage and, as necessary, provides accruals for probable liabilities for the eventual disposition of these matters.

        The Company, like other healthcare providers, conducts its operations under intense government regulation and scrutiny. It must comply with regulations which relate to or govern the safety and efficacy of medical products and supplies, the marketing and distribution of such products, the operation of manufacturing facilities, laboratories and dialysis clinics, and environmental and occupational health and safety. With respect to its development, manufacture, marketing and distribution of medical products, if such compliance is not maintained, the Company could be subject to significant adverse regulatory actions by the FDA and comparable regulatory authorities outside the U.S. These regulatory actions could include warning letters or other enforcement notices from the FDA and/or comparable foreign regulatory authority, which may require the Company to expend significant time and resources in order to implement appropriate corrective actions. If warning letters or other enforcement notices are not addressed by the Company to the satisfaction of the FDA and/or comparable regulatory authorities outside the U.S., these regulatory authorities could take additional actions, including product recalls injunctions against the distribution of products or operation of manufacturing plants, civil penalties, seizures of the Company's products and/or criminal prosecution. The Company must also comply with the laws of the United States, including the federal Anti-Kickback Statute, the federal False Claims Act, the federal Stark Law and the federal Foreign Corrupt Practices Act as well as other federal and state fraud and abuse laws. Applicable laws or regulations may be amended, or enforcement agencies or courts may make interpretations that differ from the Company's interpretations or the manner in which it conducts its business. Enforcement has become a high priority for the federal government and some states. In addition, the provisions of the False Claims Act authorizing payment of a portion of any recovery to the party bringing the suit encourage private plaintiffs to commence "qui tam" or "whistle blower" actions. In May 2009, the scope of the False Claims Act was expanded and additional protections for whistle blowers and procedural provisions to aid whistle blowers' ability to proceed in a False Claims Act case were added. By virtue of this regulatory environment, the Company's business activities and practices are subject to extensive review by regulatory authorities and private parties, and continuing audits, investigative demands, subpoenas, other inquiries, claims and litigation relating to the Company's compliance with applicable laws and regulations. The Company may not always be aware that an inquiry or action has begun, particularly in the case of "whistle blower" actions, which are initially filed under court seal.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

        The Company operates many facilities throughout the United States and other parts of the world. In such a decentralized system, it is often difficult to maintain the desired level of oversight and control over the thousands of individuals employed by many affiliated companies. The Company relies upon its management structure, regulatory and legal resources, and the effective operation of its compliance program to direct, manage and monitor the activities of these employees. On occasion, the Company may identify instances where employees or other agents deliberately, recklessly or inadvertently contravene the Company's policies or violate applicable law. The actions of such persons may subject the Company and its subsidiaries to liability under the Anti-Kickback Statute, the Stark Law, the False Claims Act and the Foreign Corrupt Practices Act, among other laws and comparable laws of other countries.

        Physicians, hospitals and other participants in the healthcare industry are also subject to a large number of lawsuits alleging professional negligence, malpractice, product liability, worker's compensation or related claims, many of which involve large claims and significant defense costs. The Company has been and is currently subject to these suits due to the nature of its business and expects that those types of lawsuits may continue. Although the Company maintains insurance at a level which it believes to be prudent, it cannot assure that the coverage limits will be adequate or that insurance will cover all asserted claims. A successful claim against the Company or any of its subsidiaries in excess of insurance coverage could have a material adverse effect upon it and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company's reputation and business.

        The Company has also had claims asserted against it and has had lawsuits filed against it relating to alleged patent infringements or businesses that it has acquired or divested. These claims and suits relate both to operation of the businesses and to the acquisition and divestiture transactions. The Company has, when appropriate, asserted its own claims, and claims for indemnification. A successful claim against the Company or any of its subsidiaries could have a material adverse effect upon its business, financial condition, and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company's reputation and business.

12.   Financial Instruments

        As a global supplier of dialysis services and products in more than 120 countries throughout the world, the Company is faced with a concentration of credit risks due to the nature of the reimbursement systems which are often provided by the governments of the countries in which the Company operates. Changes in reimbursement rates or the scope of coverage could have a material adverse effect on the Company's business, financial condition and results of operations and thus on its capacity to generate cash flow.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

Non-derivative Financial Instruments

        The following table presents the carrying amounts and fair values of the Company's non-derivative financial instruments at June 30, 2013, and December 31, 2012.

 
   
  June 30,
2013
  December 31,
2012
 
 
  Fair Value
Hierarchy
  Carrying
Amount
  Fair
Value
  Carrying
Amount
  Fair
Value
 

Assets

                             

Cash and cash equivalents

  1   $ 585,857     585,857   $ 688,040     688,040  

Accounts Receivable

  2     3,222,035     3,222,035     3,157,233     3,157,233  

Liabilities

                             

Accounts payable

  2     693,232     693,232     745,644     745,644  

Short-term borrowings

  2     174,686     174,686     121,823     121,823  

Long term debt, excluding 2012 Credit Agreement, Euro Notes and Senior Notes

  2     563,986     563,986     721,928     721,928  

2012 Credit Agreement

  2     2,832,312     2,828,542     2,659,340     2,652,840  

Senior Notes

  2     4,730,687     5,075,954     4,743,442     5,296,325  

Euro Notes

  2     44,145     45,407     51,951     54,574  

Noncontrolling interests subject to put provisions

  3     541,347     541,347     523,260     523,260  

        The carrying amounts in the table are included in the consolidated balance sheet under the indicated captions or in the case of long-term debt, in the captions shown in Note 6.

        The significant methods and assumptions used in estimating the fair values of non-derivative financial instruments are as follows:

        Cash and cash equivalents are stated at nominal value which equals the fair value.

        Short-term financial instruments such as accounts receivable, accounts payable and short-term borrowings are valued at their carrying amounts, which are reasonable estimates of the fair value due to the relatively short period to maturity of these instruments.

        The fair values of major long-term financial liabilities are calculated on the basis of market information. Instruments for which market quotes are available are measured using these quotes. The fair values of the other long-term financial liabilities are calculated at the present value of the respective future cash flows. To determine these present values, the prevailing interest rates and credit spreads for the Company as of the balance sheet date are used.

        The valuation of noncontrolling interests subject to put provisions is determined using significant unobservable inputs. See Note 9 for a discussion of the Company's methodology for estimating the fair value of these noncontrolling interests subject to put obligations.

        Currently, there is no indication that a decrease in the value of the Company's financing receivables is probable. Therefore, the allowances on credit losses of financing receivables are immaterial.

Derivative Financial Instruments

        The Company is exposed to market risk from changes in foreign exchange rates and interest rates. In order to manage the risk of currency exchange rate and interest rate fluctuations, the Company enters into various hedging transactions by means of derivative instruments with highly rated financial institutions as authorized by the Company's General Partner. On a quarterly basis the Company performs an assessment of its counterparty credit risk. The Company currently considers this risk to be low. The Company's policy,

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

which has been consistently followed, is that financial derivatives be used only for the purpose of hedging foreign currency and interest rate exposure.

        In certain instances, the Company enters into derivative contracts that do not qualify for hedge accounting but are utilized for economic purposes ("economic hedges"). The Company does not use financial instruments for trading purposes.

        The Company established guidelines for risk assessment procedures and controls for the use of financial instruments. They include a clear segregation of duties with regard to execution on one side and administration, accounting and controlling on the other.

        To reduce the credit risk arising from derivatives the Company concluded Master Netting Agreements with banks. Through such agreements, positive and negative fair values of the derivative contracts could be offset against one another if a partner becomes insolvent. This offsetting is valid for transactions where the aggregate amount of obligations owed to and receivable from are not equal. If insolvency occurs, the party which owes the larger amount is obliged to pay the other party the difference between the amounts owed in the form of one net payment.

        The Company elects not to offset the fair values of derivative financial instruments subject to master netting agreements in the statement of financial position.

        At June 30, 2013 and December 31, 2012, the Company had $16,854 and $32,044 of derivative financial assets subject to netting arrangements and $9,631 and $19,193 of derivative financial liabilities subject to netting arrangements. Offsetting these derivative financial instruments would have resulted in net assets of $11,937 and $20,773 as well as net liabilities of $4,714 and $7,922 at June 30, 2013 and December 31, 2012, respectively.

Foreign Exchange Risk Management

        The Company conducts business on a global basis in various currencies, though a majority of its operations are in Germany and the United States. For financial reporting purposes, the Company has chosen the U.S. dollar as its reporting currency. Therefore, changes in the rate of exchange between the U.S. dollar and the local currencies in which the financial statements of the Company's international operations are maintained affect its results of operations and financial position as reported in its consolidated financial statements.

        The Company's exposure to market risk for changes in foreign exchange rates relates to transactions such as sales and purchases. The Company has significant amounts of sales of products invoiced in euro from its European manufacturing facilities to its other international operations and, to a lesser extent, sales of products invoiced in other non-functional currencies. This exposes the subsidiaries to fluctuations in the rate of exchange between the euro and the currency in which their local operations are conducted. For the purpose of hedging existing and foreseeable foreign exchange transaction exposures the Company enters into foreign exchange forward contracts and, on a small scale, foreign exchange options. At June 30, 2013 the Company had no foreign exchange options.

        Changes in the fair value of the effective portion of foreign exchange forward contracts designated and qualifying as cash flow hedges of forecasted product purchases and sales are reported in accumulated other comprehensive income (loss) ("AOCI"). Additionally, in connection with intercompany loans in foreign currency, the Company uses foreign exchange swaps thus assuring that no foreign exchange risks arise from those loans, which, if they qualify for cash flow hedge accounting, are also reported in AOCI. These amounts recorded in AOCI are subsequently reclassified into earnings as a component of cost of revenues for those contracts that hedge product purchases or as an adjustment of interest income/expense for those contracts that hedge loans, in the same period in which the hedged transaction affects earnings. The notional amounts of foreign exchange contracts in place that are designated and qualify as cash flow hedges totaled $201,150 and $611,488 at June 30, 2013 and December 31, 2012, respectively.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

        The Company also enters into derivative contracts for forecasted product purchases and sales and for intercompany loans in foreign currencies that do not qualify for hedge accounting but are utilized for economic hedges as defined above. In these cases, the change in value of the economic hedge is recorded in the income statement and usually offsets the change in value recorded in the income statement for the underlying asset or liability. The notional amounts of economic hedges that do not qualify for hedge accounting totaled $1,344,019 and $1,574,667 at June 30, 2013 and December 31, 2012, respectively.

Interest Rate Risk Management

        The Company enters into derivatives, particularly interest rate swaps and to a certain extent, interest rate options, to protect against the risk of rising interest rates. These interest rate derivatives are designated as cash flow hedges and have been entered into in order to effectively convert payments based on variable interest rates into payments at a fixed interest rate. The euro-denominated interest rate swaps expire in 2016 and have an interest rate of 1.73%. Interest payable and receivable under the swap agreements is accrued and recorded as an adjustment to interest expense.

        At June 30, 2013 and December 31, 2012, the notional amount of the euro-denominated interest rate swaps in place was €100,000 and €100,000 ($130,800 and $131,940 at June 30, 2013 and December 31, 2012, respectively).

Derivative Financial Instruments Valuation

        The following table shows the carrying amounts of the Company's derivatives at June 30, 2013 and December 31, 2012.

 
  June 30, 2013   December 31, 2012  
 
  Assets(2)   Liabilities(2)   Assets(2)   Liabilities(2)  

Derivatives in cash flow hedging relationships(1)

                         

Current

                         

Foreign exchange contracts

    8,109     (1,566 )   7,839     (7,510 )

Non-current

                         

Foreign exchange contracts

            942     (187 )

Interest rate contracts

        (4,246 )       (6,221 )
                   

Total

  $ 8,109   $ (5,812 ) $ 8,781   $ (13,918 )
                   

Derivatives not designated as hedging instruments(1)

                         

Current

                         

Foreign exchange contracts

    12,361     (6,217 )   23,396     (19,068 )

Non-current

                         

Foreign exchange contracts

    1,098     (1,227 )   132     (292 )
                   

Total

  $ 13,459   $ (7,444 ) $ 23,528   $ (19,360 )
                   

(1)
At June 30, 2013 and December 31, 2012, the valuation of the Company's derivatives was determined using Significant Other Observable Inputs (Level 2) in accordance with the fair value hierarchy levels established in U.S. GAAP.

(2)
Derivative instruments are marked to market each reporting period resulting in carrying amounts being equal to fair values at the reporting date.

        The carrying amounts for the current portion of derivatives indicated as assets in the table above are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets while the current portion of those indicated as liabilities are included in Accrued expenses and other current liabilities. The non-current portions indicated as assets or liabilities are included in the Consolidated Balance Sheets in Other assets or Other liabilities, respectively.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

        The significant methods and assumptions used in estimating the fair values of derivative financial instruments are as follows:

        The fair value of interest rate swaps is calculated by discounting the future cash flows on the basis of the market interest rates applicable for the remaining term of the contract at the balance sheet date. To determine the fair value of foreign exchange forward contracts, the contracted forward rate is compared to the current forward rate for the remaining term of the contract at the balance sheet date. The result is then discounted on the basis of the market interest rates prevailing at the balance sheet date for the applicable currency.

        The Company includes its own credit risk for financial instruments deemed liabilities and counterparty-credit risks for financial instruments deemed assets when measuring the fair value of derivative financial instruments.

The Effect of Derivatives on the Consolidated Financial Statements

 
  Amount of Gain or
(Loss) Recognized in
OCI on Derivatives
   
  Amount of (Gain) or Loss
Reclassified from AOCI in
Income
(Effective Portion)
for the six months
ended June 30,
 
 
  (Effective Portion)
for the six months
ended June 30,
   
 
 
  Location of (Gain) or
Loss Reclassified from
AOCI in Income
(Effective Portion)
 
Derivatives in Cash Flow
Hedging Relationships
  2013   2012   2013   2012  

Interest rate contracts

  $ 3,585   $ (4,913 ) Interest income/expense   $ 13,094   $ 10,527  

Foreign exchange contracts

    1,962     8,883   Costs of Revenue     514     (7,261 )

Foreign exchange contracts

              Interest income/expense     735     1,006  
                       

  $ 5,547   $ 3,970       $ 14,343   $ 4,272  
                       

 

 
   
  Amount of (Gain) or
Loss Recognized in
Income on Derivatives
for the six months
ended June 30,
 
 
  Location of (Gain) or Loss Recognized in
Income on Derivative
 
Derivatives not Designated
as Hedging Instruments
  2013   2012  

Foreign exchange contracts

  Selling, general and administrative expense   $ (42,102 ) $ (1,458 )

Foreign exchange contracts

  Interest income/expense     3,397     3,066  
               

      $ (38,705 ) $ 1,608  
               

        For foreign exchange derivatives, the Company expects to recognize $974 of losses deferred in AOCI at June 30, 2013, in earnings during the next twelve months.

        The Company expects to incur additional interest expense of $19,787 over the next twelve months which is currently deferred in AOCI. At June 30, 2013, this amount reflects the projected amortization of the settlement amount of the terminated swaps and the current fair value of the additional interest payments resulting from the remaining interest rate swap maturing in 2016.

        At June 30, 2013, the Company had foreign exchange derivatives with maturities of up to 29 months and interest rate swaps with maturities of up to 40 months.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

13.   Other Comprehensive Income (Loss)

        Changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2013 and 2012 are as follows:

 
  Gain (Loss)
related to
cash flow
hedges
  Actuarial
gain (loss) on
defined
benefit
pension plans
  Gain (loss)
related to
foreign-
currency
translation
  Total, before
non-controlling
interests
  Non-controlling
interests
  Total  

Balance at December 31, 2011

  $ (136,221 ) $ (111,215 ) $ (238,331 ) $ (485,767 ) $ 3,048   $ (482,719 )

Other comprehensive income (loss) before reclassifications

    (17,181 )       (47,702 )   (64,883 )   86     (64,797 )

Amounts reclassified from accumulated other comprehensive income (loss)(1)

    4,892     5,316         10,208         10,208  
                           

Other comprehensive income (loss) after reclassifications

    (12,289 )   5,316     (47,702 )   (54,675 )   86     (54,589 )
                           

Balance at June 30, 2012

  $ (148,510 ) $ (105,899 ) $ (286,033 ) $ (540,442 ) $ 3,134   $ (537,308 )
                           

Balance at December 31, 2012

  $ (138,341 ) $ (179,423 ) $ (174,349 ) $ (492,113 ) $ 2,869   $ (489,244 )
                           

Other comprehensive income (loss) before reclassifications

    4,902         (125,044 )   (120,142 )   (2,318 )   (122,460 )

Amounts reclassified from accumulated other comprehensive income (loss)(1)

    9,974     7,877         17,851         17,851  
                           

Other comprehensive income (loss) after reclassifications

    14,876     7,877     (125,044 )   (102,291 )   (2,318 )   (104,609 )
                           

Balance at June 30, 2013

  $ (123,465 ) $ (171,546 ) $ (299,393 ) $ (594,404 ) $ 551   $ (593,853 )
                           

(1)
See separate table below for details about these reclassifications.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

        Reclassifications out of accumulated other comprehensive income (loss) for the six months ended June 30, 2013 and 2012 are as follows:

 
  Amount of (Gain)
Loss reclassified
from
AOCI in Income
   
 
  For the six months
ended June 30,
   
Details about Accumulated
Other Comprehensive Income (Loss)
("AOCI") Components
  Location of (Gain) Loss reclassified
from AOCI in Income
  2013   2012

(Gain) Loss related to cash flow hedges

               

Interest rate contracts

  $ 13,094   $ 10,527   Interest income/expense

Foreign exchange contracts

    514     (7,261 ) Costs of Revenue

Foreign exchange contracts

    735     1,006   Interest income/expense
             

    14,343     4,272   Total before tax
             

    (4,369 )   620   Tax expense or benefit
             

  $ 9,974   $ 4,892   Net of tax
             

Actuarial (Gain) Loss on defined benefit pension plans

               

Amortization of unrealized (gain) /loss

    12,777     8,743   (1)
             

    12,777     8,743   Total before tax
             

    (4,900 )   (3,427 ) Tax expense or benefit
             

  $ 7,877   $ 5,316   Net of tax
             

Total reclassifications for the period

  $ 17,851   $ 10,208   Net of tax
             

(1)
Included in the computation of net periodic pension cost (see Note 8 for additional details).

14.   Business Segment and Corporate Information

        The Company has identified three operating segments, North America Segment, EMEALA and Asia Pacific, which were determined based upon how the Company manages its businesses. All segments are primarily engaged in providing dialysis care services and the distribution of products and equipment for the treatment of ESRD. The Company has aggregated EMEALA and the Asia Pacific operating segments as the "International Segment." The segments are aggregated due to their similar economic characteristics. These characteristics include same services provided and same products sold, the same type patient population, similar methods of distribution of products and services and similar economic environments. The General Partner's management board member responsible for the profitability and cash flow of each segment's various businesses supervises the management of each operating segment. The accounting policies of the segments are the same as those the Company applies in preparing the consolidated financial statements under accounting principles generally accepted in the U.S. ("U.S. GAAP").

        Management evaluates each segment using a measure that reflects all of the segment's controllable revenues and expenses. With respect to the performance of business operations, management believes that the most appropriate measure in this regard is operating income which measures the Company's source of earnings. The Company does not include the investment gain resulting from the 2012 Liberty Acquisition nor income taxes as it believes these items to be outside the segments' control. Financing is a corporate function, which the Company's segments do not control. Therefore, the Company does not include interest expense relating to financing as a segment measurement. Similarly, the Company does not allocate "corporate costs," which relate primarily to certain headquarters overhead charges, including accounting and finance, global research and development, etc., because the Company believes that these costs are also not within the control of the individual segments. Production of products, production asset management, quality management and procurement are centrally managed in Corporate by Global Manufacturing

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

Operations. These corporate activities do not fulfill the definition of a segment. Products are transferred to the segments at cost; therefore no internal profit is generated. The associated internal revenues for the product transfers and their elimination are recorded as corporate activities. Capital expenditures for production are based on the expected demand of the segments and consolidated profitability considerations. In addition, certain revenues, investments and intangible assets, as well as any related expenses, are not allocated to a segment but are accounted for as "Corporate".

        Information pertaining to the Company's segments and its Corporate activities for the three- and six-month periods ended June 30, 2013 and 2012 is set forth below.

 
  North
America
Segment
  International
Segment
  Segment
Total
  Corporate   Total  

Three months ended June 30, 2013

                               

Net revenue external customers

  $ 2,375,247   $ 1,228,322   $ 3,603,569   $ 8,946   $ 3,612,515  

Inter—segment revenue

    1,771         1,771     (1,771 )    
                       

Revenue

    2,377,018     1,228,322     3,605,340     7,175     3,612,515  
                       

Depreciation and amortization

    (81,208 )   (45,701 )   (126,909 )   (31,892 )   (158,801 )
                       

Operating income

    393,806     208,964     602,770     (58,531 )   544,239  
                       

Income (loss) from equity method investees            

    3,646     53     3,699     717     4,416  

Capital expenditures, acquisitions and investments                  

    107,948     66,175     174,123     41,757     215,880  

Three months ended June 30, 2012

                               

Net revenue external customers

  $ 2,248,692   $ 1,170,902   $ 3,419,594   $ 8,379   $ 3,427,973  

Inter—segment revenue

    3,088         3,088     (3,088 )    
                       

Revenue

    2,251,780     1,170,902     3,422,682     5,291     3,427,973  
                       

Depreciation and amortization

    (79,113 )   (42,914 )   (122,027 )   (28,850 )   (150,877 )
                       

Operating income

    431,084     207,223     638,307     (49,482 )   588,825  
                       

Income (loss) from equity method investees            

    8,338     62     8,400     (4,542 )   3,858  

Capital expenditures, acquisitions and investments                  

    101,463     60,934     162,397     35,985     198,382  

Six months ended June 30, 2013

                               

Net revenue external customers

  $ 4,662,497   $ 2,396,974   $ 7,059,471   $ 16,965   $ 7,076,436  

Inter—segment revenue

    2,846         2,846     (2,846 )    
                       

Revenue

    4,665,343     2,396,974     7,062,317     14,119     7,076,436  
                       

Depreciation and amortization

    (161,368 )   (90,954 )   (252,322 )   (62,832 )   (315,154 )
                       

Operating Income

    762,659     392,771     1,155,430     (117,878 )   1,037,552  
                       

Income (loss) from equity method investees            

    7,935     968     8,903     321     9,224  

Segment assets

    14,094,573     5,971,985     20,066,557     2,261,790     22,328,347  

thereof investments in equity method investees                  

    247,277     375,343     622,620     (5,190 )   617,430  

Capital expenditures, acquisitions and investments(1)

    220,280     148,877     369,157     66,294     435,451  

Six months ended June 30, 2012

                               

Net revenue external customers

  $ 4,353,276   $ 2,306,991   $ 6,660,267   $ 16,461   $ 6,676,728  

Inter—segment revenue

    6,540         6,540     (6,540 )    
                       

Revenue

    4,359,816     2,306,991     6,666,807     9,921     6,676,728  
                       

Depreciation and amortization

    (151,129 )   (85,841 )   (236,970 )   (57,281 )   (294,251 )
                       

Operating Income

    778,917     402,135     1,181,052     (89,261 )   1,091,791  
                       

Income (loss) from equity method investees            

    11,320     129     11,449     (2,094 )   9,355  

Segment assets

    13,788,169     5,695,843     19,484,012     2,260,398     21,744,410  

thereof investments in equity method investees                  

    246,161     360,169     606,330     (2,714 )   603,616  

Capital expenditures, acquisitions and investments(2)

    1,862,044     99,820     1,961,864     63,738     2,025,602  

(1)
International acquisitions exclude $11,684 of non-cash acquisitions for 2013.

(2)
North America acquisitions exclude $496,386 of non-cash acquisitions and International acquisitions exclude $3,415 of non-cash acquisitions for 2012.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

15.   Supplementary Cash Flow Information

        The following additional information is provided with respect to the consolidated statements of cash flows:

 
  Six months ended June 30,  
 
  2013   2012  

Supplementary cash flow information:

             

Cash paid for interest

  $ 191,259   $ 155,263  
           

Cash paid for income taxes(1)

  $ 225,740   $ 229,128  
           

Cash inflow for income taxes from stock option exercises

  $ 3,933   $ 3,277  
           

Supplemental disclosures of cash flow information:

             

Details for acquisitions:

             

Assets acquired

  $ (130,864 ) $ (2,337,691 )

Liabilities assumed

    17,173     226,377  

Noncontrolling interest subject to put provisions

    15,320     87,201  

Noncontrolling interest

    5,570     95,418  

Obligations assumed in connection with acquisition

    11,683     15,102  
           

Cash paid

    (81,118 )   (1,913,593 )

Less cash acquired

    5,139     170,301  
           

Net cash paid for acquisitions

    (75,979 )   (1,743,292 )

Cash paid for investments

    (22,894 )   (390 )

Cash paid for intangible assets

    (2,936 )   (4,497 )
           

Total cash paid for acquisitions and investments, net of cash acquired, and purchases of intangible assets

  $ (101,809 ) $ (1,748,179 )
           

(1)
Net of tax refund.

16.   Supplemental Condensed Combining Information

        FMC Finance III, a former wholly-owned subsidiary of the Company, issued 67/8% Senior Notes due 2017 in July 2007. On June 20, 2011, Fresenius Medical Care US Finance, Inc. ("US Finance") acquired substantially all of the assets of FMC Finance III and assumed its obligations, including the 67/8% Senior Notes and the related indenture. The 67/8% senior notes are fully and unconditionally guaranteed, jointly and severally on a senior basis, by the Company and by D-GmbH and FMCH ("the Guarantor Subsidiaries"). The 67/8% Senior Notes and related guarantees were issued in an exchange offer registered under the Securities Act of 1933. The financial statements in this report present the financial condition, results of operations and cash flows of the Company, on a consolidated basis at June 30, 2013 and December 31, 2012 and for the six-month periods ended June 30, 2013 and 2012. The following combining financial information for the Company is at June 30, 2013 and December 31, 2012 and for the six-month periods ended June 30, 2013 and 2012, segregated between FMC US Finance as issuer, the Company, the Guarantor Subsidiaries, and the Company's other businesses (the "Non-Guarantor Subsidiaries"). For purposes of the condensed combining information, the Company and the Guarantor Subsidiaries carry their investments under the equity method. Other (income) expense includes income (loss) related to investments in consolidated subsidiaries recorded under the equity method for purposes of the condensed

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

combining information. In addition, other (income) expense includes income and losses from profit and loss transfer agreements as well as dividends received.

 
  For the six months ended June 30, 2013  
 
  Issuer   Guarantors    
   
   
 
 
  FMC US
Finance
  FMC-AG &
Co. KGaA
  D-GmbH   FMCH   Non-Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 

Net revenue

  $   $   $ 1,006,662   $   $ 7,664,410   $ (1,594,636 ) $ 7,076,436  

Cost of revenue

            663,055         5,719,837     (1,574,347 )   4,808,545  
                               

Gross profit

            343,607         1,944,573     (20,289 )   2,267,891  
                               

Operating expenses (income):

                                           

Selling, general and administrative(1)

        40,547     106,983     (55,685 )   1,057,633     19,568     1,169,046  

Research and development

            36,549         24,912     (168 )   61,293  
                               

Operating (loss) income

        (40,547 )   200,075     55,685     862,028     (39,689 )   1,037,552  
                               

Other (income) expense:

                                           

Interest, net

    (3,417 )   95,049     3,804     87,078     24,349     417     207,280  

Other, net

        (615,001 )   164,333     (383,157 )       833,825      
                               

Income (loss) before income taxes

    3,417     479,405     31,938     351,764     837,679     (873,931 )   830,272  

Income tax expense (benefit)

    1,240     (8,618 )   37,248     (12,385 )   285,430     (30,301 )   272,614  
                               

Net Income (loss)

    2,177     488,023     (5,310 )   364,149     552,249     (843,630 )   557,658  

Net Income attributable to noncontrolling interests

                        69,635     69,635  
                               

Net income (loss) attributable to shareholders of FMC-AG & Co. KGaA

  $ 2,177   $ 488,023   $ (5,310 ) $ 364,149   $ 552,249   $ (913,265 ) $ 488,023  
                               

(1)
Selling, general and administrative is presented net of Gain on Sale of dialysis clinics and net of income from equity method investees.

 
  For the six months ended June 30, 2012  
 
  Issuer   Guarantors    
   
   
 
 
  FMC US
Finance
  FMC-AG &
Co. KGaA
  D-GmbH   FMCH   Non-Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 

Net revenue

  $   $   $ 928,262   $   $ 7,183,245   $ (1,434,779 ) $ 6,676,728  

Cost of revenue

            587,675         5,317,223     (1,424,553 )   4,480,345  
                               

Gross profit

            340,587         1,866,022     (10,226 )   2,196,383  
                               

Operating expenses (income):

                                           

Selling, general and administrative(1)

        5,066     104,788     68,031     836,598     34,649     1,049,132  

Research and development

            34,134         21,326         55,460  
                               

Operating (loss) income

        (5,066 )   201,665     (68,031 )   1,008,098     (44,875 )   1,091,791  
                               

Other (income) expense:

                                           

Investment gain

                    (139,600 )       (139,600 )

Interest, net

    (3,412 )   103,541     1,741     72,356     28,849         203,075  

Other, net

        (817,512 )   130,561     (505,714 )       1,192,665      
                               

Income (loss) before income taxes

    3,412     708,905     69,363     365,327     1,118,849     (1,237,540 )   1,028,316  

Income tax expense (benefit)

    1,250     49,070     58,233     (55,383 )   394,507     (138,359 )   309,318  
                               

Net Income (loss)

    2,162     659,835     11,130     420,710     724,342     (1,099,181 )   718,998  

Net Income attributable to noncontrolling interests

                        59,163     59,163  
                               

Net income (loss) attributable to shareholders of FMC-AG & Co. KGaA

  $ 2,162   $ 659,835   $ 11,130   $ 420,710   $ 724,342   $ (1,158,344 ) $ 659,835  
                               

(1)
Selling, general and administrative is presented net of Gain on Sale of dialysis clinics and net of income from equity method investees.

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Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

 
  For the six months ended June 30, 2013  
 
  Issuer   Guarantors    
   
   
 
 
  FMC
US Finance
  FMC-AG &
Co. KGaA
  D-GmbH   FMCH   Non-
Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 

Net Income

  $ 2,177   $ 488,023   $ (5,310 ) $ 364,149   $ 552,249   $ (843,630 ) $ 557,658  
                               

Gain (loss) related to cash flow hedges

        14,431             5,459         19,890  

Actuarial gain (loss) on defined benefit pension plans

        65     1,267     11,335     110         12,777  

Gain (loss) related to foreign currency translation

        27,707     (6,535 )       (154,567 )   6,033     (127,362 )

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

        (4,162 )   (369 )   (4,472 )   (911 )       (9,914 )
                               

Other comprehensive income (loss), net of tax

        38,041     (5,637 )   6,863     (149,909 )   6,033     (104,609 )
                               

Total comprehensive income

  $ 2,177   $ 526,064   $ (10,947 ) $ 371,012   $ 402,340   $ (837,597 ) $ 453,049  

Comprehensive income attributable to noncontrolling interests

                        67,317     67,317  
                               

Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA

  $ 2,177   $ 526,064   $ (10,947 ) $ 371,012   $ 402,340   $ (904,914 ) $ 385,732  
                               

 

 
  For the six months ended June 30, 2012  
 
  Issuer   Guarantors    
   
   
 
 
  FMC
US Finance
  FMC-AG &
Co. KGaA
  D-GmbH   FMCH   Non-
Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 

Net Income

  $ 2,162   $ 659,835   $ 11,130   $ 420,710   $ 724,342   $ (1,099,181 ) $ 718,998  
                               

Gain (loss) related to cash flow hedges

        (5,916 )   (9 )   11,725     2,442         8,242  

Actuarial gain (loss) on defined benefit pension plans

        15     186     8,536     6         8,743  

Gain (loss) related to foreign currency translation

        26,112     18,886         (94,106 )   1,492     (47,616 )

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

        3,427     (51 )   (7,993 )   (19,341 )       (23,958 )
                               

Other comprehensive income (loss), net of tax

        23,638     19,012     12,268     (110,999 )   1,492     (54,589 )
                               

Total comprehensive income

  $ 2,162   $ 683,473   $ 30,142   $ 432,978   $ 613,343   $ (1,097,689 ) $ 664,409  

Comprehensive income attributable to noncontrolling interests

                        59,249     59,249  
                               

Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA

  $ 2,162   $ 683,473   $ 30,142   $ 432,978   $ 613,343   $ (1,156,938 ) $ 605,160  
                               

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

 

 
  At June 30, 2013  
 
  Issuer   Guarantors    
   
   
 
 
  FMC
US Finance
  FMC-AG &
Co. KGaA
  D-GmbH   FMCH   Non-
Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 

Current assets:

                                           

Cash and cash equivalents

  $ 1   $ 4,932   $ 595   $   $ 550,768   $ 29,561   $ 585,857  

Trade accounts receivable, less allowance for doubtful accounts

            178,405         2,852,762         3,031,167  

Accounts receivable from related parties

    1,269,703     1,816,703     1,647,943     1,665,304     4,471,651     (10,680,436 )   190,868  

Inventories

            293,332         898,209     (136,442 )   1,055,099  

Prepaid expenses and other current assets

        104,662     46,298     67     842,973     777     994,777  

Deferred taxes

                    291,134     899     292,033  
                               

Total current assets

    1,269,704     1,926,297     2,166,573     1,665,371     9,907,497     (10,785,641 )   6,149,801  

Property, plant and equipment, net

        540     215,429         2,839,566     (120,395 )   2,935,140  

Intangible assets

        690     72,003         608,636     (65 )   681,264  

Goodwill

            54,374         11,414,225         11,468,599  

Deferred taxes

        69,036     7,645         123,080     (64,130 )   135,631  

Other assets and notes receivables(1)

        12,780,039     28,056     12,140,029     5,998,848     (29,989,060 )   957,912  
                               

Total assets

  $ 1,269,704   $ 14,776,602   $ 2,544,080   $ 13,805,400   $ 30,891,852   $ (40,959,291 ) $ 22,328,347  
                               

Current liabilities:

                                           

Accounts payable

  $   $ 659   $ 36,248   $   $ 457,040   $   $ 493,947  

Accounts payable to related parties

        2,064,018     730,076     1,597,911     6,525,218     (10,717,938 )   199,285  

Accrued expenses and other current liabilities

    29,771     45,648     133,908     3,262     1,618,116     459     1,831,164  

Short-term borrowings

        42             115,280         115,322  

Short-term borrowings from related parties

                    59,364         59,364  

Current portion of long-term debt and capital lease obligations

        280,629         200,000     33,489         514,118  

Income tax payable

        103,521             41,548     9,869     154,938  

Deferred taxes

        4,820     9,638         63,487     (40,536 )   37,409  
                               

Total current liabilities

    29,771     2,499,337     909,870     1,801,173     8,913,542     (10,748,146 )   3,405,547  

Long term debt and capital lease obligations, less current portion

    1,169,932     207,763         2,501,512     6,993,976     (3,216,171 )   7,657,012  

Long term borrowings from related parties

        3,185,549     651,161     2,006,006     7,433     (5,850,149 )    

Other liabilities

        5,775     13,340     11,830     261,047     32,346     324,338  

Pension liabilities

        9,464     208,554         214,042         432,060  

Income tax payable

    2,633     26,974             42,109     133,722     205,438  

Deferred taxes

                    680,438     (27,826 )   652,612  
                               

Total liabilities

    1,202,336     5,934,862     1,782,925     6,320,521     17,112,587     (19,676,224 )   12,677,007  

Noncontrolling interests subject to put provisions

                    541,347         541,347  

Total FMC-AG & Co. KGaA shareholders' equity

    67,368     8,841,740     761,155     7,484,879     12,969,665     (21,283,067 )   8,841,740  

Noncontrolling interests not subject to put provisions

                    268,253         268,253  
                               

Total equity

    67,368     8,841,740     761,155     7,484,879     13,237,918     (21,283,067 )   9,109,993  
                               

Total liabilities and equity

  $ 1,269,704   $ 14,776,602   $ 2,544,080   $ 13,805,400   $ 30,891,852   $ (40,959,291 ) $ 22,328,347  
                               

(1)
Other Assets and notes receivables are presented net of investment in equity method investees.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

 
  At December 31, 2012  
 
  Issuer   Guarantors    
   
   
 
 
  FMC US
Finance
  FMC-AG &
Co. KGaA
  D-GmbH   FMCH   Non-
Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 

Current assets:

                                           

Cash and cash equivalents

  $ 1   $ 78   $ 501   $   $ 686,457   $ 1,003   $ 688,040  

Trade accounts receivable, less allowance for doubtful accounts

            170,627         2,848,797         3,019,424  

Accounts receivable from related parties

    1,269,471     2,257,445     1,449,317     3,562,953     4,398,630     (12,800,007 )   137,809  

Inventories

            271,039         885,613     (119,843 )   1,036,809  

Prepaid expenses and other current assets

        72,022     27,693     167     837,152     727     937,761  

Deferred taxes

                    311,280     (3,667 )   307,613  
                               

Total current assets

    1,269,472     2,329,545     1,919,177     3,563,120     9,967,929     (12,921,787 )   6,127,456  

Property, plant and equipment, net

   
   
611
   
206,873
   
   
2,856,000
   
(122,881

)
 
2,940,603
 

Intangible assets

        584     67,874         641,714     (56 )   710,116  

Goodwill

            54,848         11,367,041         11,421,889  

Deferred taxes

        51,111     10,123         131,452     (58,933 )   133,753  

Other assets and notes receivables(1)

        12,675,998     650,255     11,766,104     (4,751,531 )   (19,348,645 )   992,181  
                               

Total assets

  $ 1,269,472   $ 15,057,849   $ 2,909,150   $ 15,329,224   $ 20,212,605   $ (32,452,302 ) $ 22,325,998  
                               

Current liabilities:

                                           

Accounts payable

  $   $ 1,935   $ 41,114   $   $ 579,245   $   $ 622,294  

Accounts payable to related parties

        2,234,205     491,525     1,598,852     8,663,240     (12,864,472 )   123,350  

Accrued expenses and other current liabilities

    29,771     27,530     102,728     3,157     1,611,997     12,288     1,787,471  

Short-term borrowings

        38             117,812         117,850  

Short-term borrowings from related parties

                    3,973         3,973  

Current portion of long-term debt and capital lease obligations

        207,160         100,000     27,587         334,747  

Income tax payable

        130,636             19,367         150,003  

Deferred taxes

        1,622     8,126         61,774     (41,219 )   30,303  
                               

Total current liabilities

    29,771     2,603,126     643,493     1,702,009     11,084,995     (12,893,403 )   3,169,991  

Long term debt and capital lease obligations, less current portion

   
1,172,397
   
285,049
   
   
2,559,340
   
7,020,190
   
(3,251,236

)
 
7,785,740
 

Long term borrowings from related parties

        3,212,455     657,284     2,019,925     64,530     (5,898,020 )   56,174  

Other liabilities

        6,696     12,679     110,637     130,634     33,923     294,569  

Pension liabilities

        7,753     202,219         213,389         423,361  

Income tax payable

    2,113     264             52,684     146,581     201,642  

Deferred taxes

                    685,158     (21,157 )   664,001  
                               

Total liabilities

    1,204,281     6,115,343     1,515,675     6,391,911     19,251,580     (21,883,312 )   12,595,478  

Noncontrolling interests subject to put provisions

   
   
   
   
   
523,260
   
   
523,260
 

Total FMC-AG & Co. KGaA shareholders' equity

    65,191     8,942,506     1,393,475     8,937,313     173,011     (10,568,990 )   8,942,506  

Noncontrolling interests not subject to put provisions

                    264,754         264,754  
                               

Total equity

    65,191     8,942,506     1,393,475     8,937,313     437,765     (10,568,990 )   9,207,260  
                               

Total liabilities and equity

  $ 1,269,472   $ 15,057,849   $ 2,909,150   $ 15,329,224   $ 20,212,605   $ (32,452,302 ) $ 22,325,998  
                               

(1)
Other Assets and notes receivables are presented net of investment in equity method investees.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

 
  For the six months ended June 30, 2013  
 
  Issuer   Guarantors    
   
   
 
 
  FMC US
Finance
  FMC-AG &
Co. KGaA
  D-GmbH   FMCH   Non-
Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 

Operating Activities:

                                           

Net income (loss)

  $ 2,177   $ 488,023   $ (5,310 ) $ 364,149   $ 552,249   $ (843,630 ) $ 557,658  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

                                           

Equity affiliate income

        (331,592 )       (383,157 )       714,749      

Depreciation and amortization

        330     24,691         305,236     (15,103 )   315,154  

Change in deferred taxes, net

        (19,248 )   3,651         18,363     (9,336 )   (6,570 )

(Gain) loss on sale of fixed assets and investments

        (12 )   (153 )       (6,089 )       (6,254 )

Compensation expense related to stock options

        12,777                     12,777  

Cash inflow (outflow) from hedging

        (4,028 )                   (4,028 )

Investments in equity method investees, net

        22,691             (7,940 )       14,751  

Changes in assets and liabilities, net of amounts from businesses acquired:

                                           

Trade accounts receivable, net

            (11,574 )       (51,000 )       (62,574 )

Inventories

            (24,736 )       (29,542 )   20,013     (34,265 )

Prepaid expenses and other current and non-current assets

        10,768     (17,389 )   (53,403 )   60,215     28,585     28,776  

Accounts receivable from / payable to related parties

    (410 )   286,966     68,660     57,847     (462,322 )   70,579     21,320  

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

        10,171     38,199     106     (53,631 )   (3,854 )   (9,009 )

Income tax payable

    520     729         (12,385 )   (1,376 )   25,313     12,801  
                               

Net cash provided by (used in) operating activities

    2,287     477,575     76,039     (26,843 )   324,163     (12,684 )   840,537  
                               

Investing Activities:

                                           

Purchases of property, plant and equipment

        (45 )   (39,394 )       (311,089 )   16,886     (333,642 )

Proceeds from sale of property, plant and equipment

        17     271         14,508         14,796  

Disbursement of loans to related parties

        45,738         28,419         (74,157 )    

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

        (23,076 )   (1,943 )       (100,883 )   24,093     (101,809 )

Proceeds from divestitures

                    17,824         17,824  
                               

Net cash provided by (used in) investing activities

        22,634     (41,066 )   28,419     (379,640 )   (33,178 )   (402,831 )
                               

Financing Activities:

                                           

Short-term borrowings, net

        4     (34,873 )       35,808         939  

Long-term debt and capital lease obligations, net

    (2,287 )   354         1,730,386     (1,769,326 )   74,157     33,284  

Increase (decrease) of accounts receivable securitization program

                    23,000         23,000  

Proceeds from exercise of stock options

        32,210             3,932         36,142  

Purchase of treasury stock

        (230,654 )                   (230,654 )

Dividends paid

        (296,134 )           (1,665 )   1,665     (296,134 )

Capital increase (decrease)

                (1,731,962 )   1,733,364     (1,402 )    

Distributions to noncontrolling interest

                    (117,855 )       (117,855 )

Contributions from noncontrolling interest

                    27,157         27,157  
                               

Net cash provided by (used in) financing activities

    (2,287 )   (494,220 )   (34,873 )   (1,576 )   (65,585 )   74,420     (524,121 )
                               

Effect of exchange rate changes on cash and cash equivalents

        (1,135 )   (6 )       (14,627 )       (15,768 )
                               

Cash and Cash Equivalents:

                                           

Net increase (decrease) in cash and cash equivalents

        4,854     94         (135,689 )   28,558     (102,183 )

Cash and cash equivalents at beginning of period

    1     78     501         686,457     1,003     688,040  
                               

Cash and cash equivalents at end of period

  $ 1   $ 4,932   $ 595   $   $ 550,768   $ 29,561   $ 585,857  
                               

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements (Continued)

(unaudited)

(in thousands, except share and per share data)

 
  For the six months ended June 30, 2012  
 
  Issuer   Guarantors    
   
   
 
 
  FMC US
Finance
  FMC-AG &
Co. KGaA
  D-GmbH   FMCH   Non-
Guarantor
Subsidiaries
  Combining
Adjustment
  Combined
Total
 

Operating Activities:

                                           

Net income (loss)

  $ 2,162   $ 659,835   $ 11,130   $ 420,710   $ 724,342   $ (1,099,181 ) $ 718,998  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

                                           

Equity affiliate income

        (532,403 )       (505,714 )       1,038,117      

Depreciation and amortization

        221     23,540         284,698     (14,208 )   294,251  

Change in deferred taxes, net

        14,485     5,121         48,162     (2,834 )   64,934  

(Gain) loss on sale of fixed assets and investments

        (40 )   20         (32,954 )       (32,974 )

Investment (gain)

                    (139,600 )       (139,600 )

Compensation expense related to stock options

        12,949                     12,949  

Cash outflow from hedging

        1,334             (15,408 )       (14,074 )

Investments in equity method investees, net

        36,785             (7,806 )       28,979  

Changes in assets and liabilities, net of amounts from businesses acquired:

                                           

Trade accounts receivable, net

            (13,554 )       1,056         (12,498 )

Inventories

            (52,595 )       (19,998 )   7,772     (64,821 )

Prepaid expenses and other current and non-current assets

        120,331     (21,321 )   73,363     (47,295 )   (820 )   124,258  

Accounts receivable from / payable to related parties

    (4,127 )   (241,016 )   66,759     70,910     36,203     52,513     (18,758 )

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

        (812 )   35,310     3,822     (19,087 )   (1,905 )   17,328  

Income tax payable

    252     (11,026 )       (55,383 )   54,560     (35,415 )   (47,012 )
                               

Net cash provided by (used in) operating activities

    (1,713 )   60,643     54,410     7,708     866,873     (55,961 )   931,960  
                               

Investing Activities:

                                           

Purchases of property, plant and equipment

        (361 )   (31,912 )       (262,701 )   17,551     (277,423 )

Proceeds from sale of property, plant and equipment

        40     147         3,477         3,664  

Disbursement of loans to related parties

        (45,917 )   82     513,595         (467,760 )    

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

        (1,627,403 )   (488 )       (1,747,201 )   1,626,913     (1,748,179 )

Proceeds from divestitures

        45             228,206     (45 )   228,206  
                               

Net cash provided by (used in) investing activities

        (1,673,596 )   (32,171 )   513,595     (1,778,219 )   1,176,659     (1,793,732 )
                               

Financing Activities:

                                           

Short-term borrowings, net

        9,306     (21,944 )       27,972         15,334  

Long-term debt and capital lease obligations, net

    1,713     1,943,267         (521,303 )   (418,270 )   467,760     1,473,167  

Increase (decrease) of accounts receivable securitization program

                    (82,500 )       (82,500 )

Proceeds from exercise of stock options

        19,471             3,277         22,748  

Dividends paid

        (271,733 )                   (271,733 )

Capital increase (decrease)

                    1,590,083     (1,590,083 )    

Distributions to noncontrolling interest

                    (79,334 )       (79,334 )

Contributions from noncontrolling interest

                    11,763         11,763  
                               

Net cash provided by (used in) financing activities

    1,713     1,700,311     (21,944 )   (521,303 )   1,052,991     (1,122,323 )   1,089,445  
                               

Effect of exchange rate changes on cash and cash equivalents

        1,065     (12 )       (8,640 )       (7,587 )
                               

Cash and Cash Equivalents:

                                           

Net increase (decrease) in cash and cash equivalents

        88,423     283         133,005     (1,625 )   220,086  

Cash and cash equivalents at beginning of period

    1     2     144         457,145         457,292  
                               

Cash and cash equivalents at end of period

  $ 1   $ 88,425   $ 427   $   $ 590,150   $ (1,625 ) $ 677,378  
                               

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Quantitative and Qualitative Disclosures About Market Risk

        During the period ended June 30, 2013, no material changes occurred to the information presented in Item 11 of the Company's Annual Report on Form 20-F for the year ended December 31, 2012, as amended.

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Controls and Procedures

        The Company is a "foreign private issuer" within the meaning of Rule 3b-4(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, the Company is not required to file quarterly reports with the Securities and Exchange Commission and is required to provide an evaluation of the effectiveness of its disclosure controls and procedures, to disclose significant changes in its internal control over financial reporting, and to provide certifications of its Chief Executive Officer and Chief Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 only in its Annual Report on Form 20-F. The Company furnishes quarterly financial information to the Securities and Exchange Commission (the "Commission") and such certifications under cover of Form 6-K on a voluntary basis and pursuant to the provisions of the Company's pooling agreement entered into for the benefit of the public holders of our ordinary shares and the holders of our preference shares. In connection with such voluntary reporting, the Company's management, including the Chief Executive Officer and the Chief Financial Officer of the Company's general partner, has conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report, of the type contemplated by Securities Exchange Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded in connection with the furnishing of this report, that the Company's disclosure controls and procedures are designed to ensure that the information the Company is required to disclose in the reports filed or furnished under the Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and are effective to ensure that the information the Company is required to disclose in its reports is accumulated and communicated to the General Partner's Management Board, including the General Partner's Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. During the past fiscal quarter, there have been no significant changes in internal controls, or in factors that could significantly affect internal controls.

        During the first half of 2013, our Audit and Corporate Governance Committee continued its investigation, with the assistance of independent counsel, into allegations of conduct in our International segment that may violate the U.S. Foreign Corrupt Practices Act or other anti-bribery laws. For information with respect to that investigation, see Note 11, "Commitments and Contingencies—Legal and Regulatory Matters—Other Litigation and Potential Exposures," of the Notes to Consolidated Financial Statements (Unaudited) presented elsewhere in this report. The Company's independent counsel, in conjunction with the Company's Compliance department, have reviewed the Company's anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws, and appropriate enhancements are being implemented.

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Other Information

Legal and Regulatory Matters

        The information in Note 11 of the Notes to Consolidated Financial Statements (Unaudited), "Commitments and Contingencies" presented elsewhere in this report is incorporated by this reference.

Submission of Matters to a Vote of Security Holders

        The Company held its Annual General Meeting ("AGM") in Frankfurt, Germany on May 16, 2013. Prior to the presentation of resolutions to the shareholders for vote, representation was as follows:

        Out of the ordinary capital stock of EUR 302,921,871 nominal value consisting of 302,921,871 ordinary shares, 226,072,802 shares were represented, which accounted for 74.63% of the ordinary share capital.

        Out of preference capital stock of EUR 3,973,333 nominal value consisting of 3,973,333 preference shares, 138,947 preference shares were represented, which is 3.50% of the preference capital.

        In total, capital stock of EUR 306,895,204 nominal value was represented with 226,211,749 shares, which is 73.71% of total capital.

        The nine resolutions proposed for actions by the ordinary shareholders at the AGM and the voting results thereon are set forth as follows:

 
   
  Votes
(in percentage of
shares actually
voting)
 
 
  Resolution   In Favor   Opposed  
TOPIC 1   Resolution on the approval of the annual financial statements of Fresenius Medical Care AG & Co. KGaA for the fiscal year 2012     99.99 %   0.01 %
                    
TOPIC 2   Resolution on the allocation of distributable profit     99.86 %   0.14 %
                    
TOPIC 3   Resolution on the approval of the actions of the General Partner     99.57 %   0.43 %
                    
TOPIC 4   Resolution on the approval of the actions of the members of the Supervisory Board     99.56 %   0.44 %
                    
TOPIC 5   Election of the auditors and consolidated group auditors for the fiscal year 2013     99.47 %   0.53 %
                    
TOPIC 6   Resolution on the conversion of non-voting bearer preference shares into voting bearer ordinary shares by cancelling the preference in terms of dividend payments and amendments of the Articles of the Company     99.97 %   0.03 %
                    
TOPIC 7   Resolution on the amendment to the 2001 International Stock Incentive Plan and on the amendment to the conditional capital pursuant to section 4 (5) of the Articles of the Company     99.96 %   0.04 %
                    
TOPIC 8   Special resolution of the ordinary shareholders on the approval of the resolution on the conversion of non-voting bearer preference shares into voting bearer ordinary shares and amendments to the Articles of the Company and on the approval of the resolutions on the amendment to the 2001 International Employee Participation Program and to the conditional capital pursuant to section 4 (5) of the Articles of the Company     99.97 %   0.03 %
                    
TOPIC 9   Amendment to section 15 of the Articles of the Company (Attendance at the General Meeting and exercise of the voting right)     99.85 %   0.15 %

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        The Company held its Separate Meeting of Preference Shareholders in Frankfurt, Germany on May 16, 2013. Prior to the presentation of resolutions to the shareholders for vote, representation was as follows:

        Out of the preference capital stock of EUR 3,973,333, nominal value consisting of 3,973,333 preference shares, 3,210,711 preference shares were represented, which accounted for 80.81% of the preference share capital.

        The two resolutions proposed for actions by the preference shareholders at the separate meeting and the voting results thereon are set forth as follows:

 
   
  Votes
(in percentage of
shares actually
voting)
 
 
  Resolution   In Favor   Opposed  
TOPIC 1   Special resolution of the preference shareholders on the approval of the resolutions presumably passed by the ordinary General Meeting of May 16, 2013 under agenda item 6 regarding the conversion of non-voting bearer preference shares into voting bearer ordinary shares and amendments to the Articles of the Company     99.99 %   0.01 %
                    
TOPIC 2   Special resolution of the preference shareholders on the approval to the presumed resolutions of the General Meeting of the Company of May 16, 2013 under agenda item 7 on the amendment to the 2001 International Employee Participation Program and on the amendment to the conditional capital pursuant to section 4 (5) of the Articles of the Company     99.98 %   0.02 %

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Exhibits

Exhibit No.    
  4.32   General Agreement 2013 (mainly related to information technology services) dated May 8, 2013 by and between FMC-AG and Fresenius Netcare GmbH.

 

31.1

 

Certification of Chief Executive Officer and Chairman of the Management Board of the Company's General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2

 

Certification of Chief Financial Officer and member of the Management Board of the Company's General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1

 

Certification of Chief Executive Officer and Chairman of the Management Board of the Company's General Partner and Chief Financial Officer and member of the Management Board of the Company's General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (this exhibit accompanies this report as required by the Sarbanes-Oxley Act of 2002 and is not to be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended).

 

101

 

The following financial statements as of and for the six-month period ended June 30, 2013 from FMC-AG & Co. KGaA's Report on Form 6-K for the month of July 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders' Equity and (vi) Notes to Consolidated Financial Statements.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

        DATE: July 30, 2013

  FRESENIUS MEDICAL CARE AG & Co. KGaA
a partnership limited by shares, represented by:

 

FRESENIUS MEDICAL CARE MANAGEMENT AG,
its general partner

 

By:

 

/s/ RICE POWELL


      Name:   Rice Powell

      Title:   Chief Executive Officer and
Chairman of the Management Board of the
General Partner

 

By:

 

/s/ MICHAEL BROSNAN


      Name:   Michael Brosnan

      Title:   Chief Financial Officer and
member of the Management Board of the
General Partner

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