Fresenius Medical Care AG & Co. KGaA (Form: 20-F, Received: 02/20/2019 14:11:06)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F


(Mark One)
o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
or
ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
or
o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report

Commission file number 001-32749

FRESENIUS MEDICAL CARE AG & Co. KGaA
(Exact name of Registrant as specified in its charter)

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

Germany
(Jurisdiction of incorporation or organization)

Else-Kröner Strasse 1, 61352 Bad Homburg, Germany
(Address of principal executive offices)

Josef Dinger, +49 6172 608 2522, Josef.Dinger@FMC-AG.com,
Else-Kröner Strasse 1, 61352 Bad Homburg, Germany
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

American Depositary Shares representing Ordinary Shares		New York Stock Exchange
Ordinary Shares, no par value		New York Stock Exchange ⁽¹⁾

(1): Not for trading, but only in connection with the registration of American Depositary Shares representing such shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's class in the period covered by the annual report:

Ordinary Shares, no par value: 306,878,701

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Security Act. ý Yes o No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes ý No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ý Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ý Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of "large accelerated filer, "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o Emerging growth company o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

o U.S. GAAP ý International Financial Reporting Standards as issued by o Other
the International Accounting Standards Board

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

o Item 17 o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes ý No

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Table of contents



Introduction
Part I
Item 1.	N/A	Identity of directors, senior management and advisors	4
Item 2.	N/A	Other statistics and expected timetable	4
Item 3.		Key information	4
Item 4.		Information on the company	17
Item 4A.	N/A	Unresolved staff comments	58
Item 5.		Operating and financial review and prospects	58
Item 6.		Directors, senior management and employees	100
Item 7.		Major shareholders and related party transactions	125
Item 8.		Financial information	128
Item 9.		The offer and listing details	129
Item 10.		Additional information	131
Item 11.		Quantitative and qualitative disclosures about market risk	145
Item 12.		Description of securities other than equity securities	146
Part II
Item 13.	N/A	Defaults, dividend arrearages and delinquencies	148
Item 14.		Material modifications to the rights of security holders and use of proceeds	148
Item 15A.		Disclosure controls and procedures	148
Item 15B.		Management's annual report on internal control over financial reporting	148
Item 15C.		Attestation report of the registered public accounting firm	149
Item 15D.		Changes in internal control over financial reporting	149
Item 16A.		Audit committee financial expert	149
Item 16B.		Code of ethics	149
Item 16C.		Principal accountant fees and services	150
Item 16D.	N/A	Exemptions from the listing standards for audit committees	150
Item 16E.		Purchase of equity securities by the issuer and affiliated purchaser	150
Item 16F.	N/A	Change in registrant's certifying accountant	150
Item 16G.		Corporate governance	150
Part III
Item 17.	N/A	Financial statements	160
Item 18.		Financial statements	160

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Certain defined terms

In this report, (1) the "Company" refers to both Fresenius Medical Care AG prior to the transformation of legal form discussed in Item 4.A, "Information on the Company – History and development of the Company – History" below and to Fresenius Medical Care AG & Co. KGaA after the transformation; (2) "we", "us" and "our" refer either to the Company or the Company and its subsidiaries on a consolidated basis both before and after the transformation, as the context requires; (3) "Fresenius Medical Care AG" and "FMC-AG" refer to the Company as a German stock corporation before the transformation of legal form and "FMC-AG & Co. KGaA" refers to the Company as a German partnership limited by shares after the transformation and (4) "FMCH" and "D-GmbH" refer, respectively, to Fresenius Medical Care Holdings, Inc., the holding company for our North American operations and to Fresenius Medical Care Deutschland GmbH, one of our German subsidiaries. In addition, "Fresenius SE" and "Fresenius SE & Co. KGaA" refer to Fresenius SE & Co. KGaA. Fresenius SE owns 100% of the share capital of our general partner and 94,380,382 of our shares as of February 11, 2019, 30.75% based on 306,878,701 outstanding shares, as reported herein. In this report, we use Fresenius SE to refer to that company as a partnership limited by shares, effective on and after January 28, 2011, as well as both before and after the conversion of Fresenius AG from a stock corporation into a European Company on July 13, 2007. Unless the context otherwise requires, the phrase "Fresenius SE and its subsidiaries" refers to Fresenius SE and all of the companies of the Fresenius SE group, other than FMC-AG & Co. KGaA and the subsidiaries of FMC-AG & Co. KGaA. Each of "Management AG", "FMC Management AG" and the "General Partner" refers to Fresenius Medical Care Management AG, FMC-AG & Co. KGaA's general partner and a wholly owned subsidiary of Fresenius SE. "Management Board" and "our Management Board" refer to the members of the management board of Management AG and, except as otherwise specified, "Supervisory Board" and "our Supervisory Board" refer to the supervisory board of FMC-AG & Co. KGaA. "Ordinary shares" refers to the ordinary shares prior to the conversion in 2013 of our preference shares into ordinary shares. Following the conversion, we refer to our ordinary shares as "shares." The term "North America Segment" refers to our North America operating segment; the term "EMEA Segment" refers to the Europe, Middle East and Africa operating segment, the term "Asia-Pacific Segment" refers to our Asia-Pacific operating segment, and the term "Latin America Segment" refers to our Latin America operating segment. The term "Corporate" includes certain headquarters' overhead charges, including accounting and finance, centrally managed production, asset management, quality management and procurement within our Global Manufacturing & Quality and Global Research & Development departments. All references in this report to the notes to our financial statements are to the notes to consolidated financial statements included in this report.

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 (the "Exchange Act"). When used in this report, the words "outlook," "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 positively or negatively relative to 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 projected 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.

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These risks, uncertainties, assumptions, and other factors, including associated costs, 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 United States ("U.S.") Medicare reimbursement system for dialysis and other health care services, including potentially significant changes that could be enacted due to the announced intention of the Trump administration to continue its efforts to repeal and replace the Patient Protection and Affordable Care Act;
•: the outcome of government and internal investigations as well as litigation;
•: risks relating to compliance with current and future government regulations applicable to our business including, in the U.S., the Anti-Kickback Statute, the False Claims Act, the Stark Law, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Foreign Corrupt Practices Act, the Food, Drug and Cosmetic Act, and outside the U.S., the EU Medical Device Directive, the EU General Data Protection Regulation, the two invoice policy and the Tendering and Bidding Law in China and other related local legislation as well as other comparable regulatory regimes in many of the countries where we supply health care services and/or products;
•: Possible future disruptions in federal government agencies' operations and funding that could negatively impact regulatory approvals for our pharmaceutical products, medical devices and regulatory guidance;
•: the influence of commercial insurers and integrated care organizations, including efforts by these organizations to manage costs by limiting healthcare benefits, reducing provider reimbursement and/or restricting options for patient funding of health insurance premiums;
•: the impact of health care, tax and trade law reforms and regulation, including those proposed and enacted by the Trump administration in the U.S.;
•: product liability risks;
•: risks relating to our ability to continue to make acquisitions;
•: risks relating to our ability to attract and retain skilled employees, including shortages of skilled clinical personnel;
•: the impact of currency fluctuations;
•: potential impairment loss on assets in the Latin America Segment due to decreases in the recoverable amount of those assets relative to their book value;
•: our ability to protect our information technology systems against cyber security attacks or prevent other data privacy or security breaches;
•: changes in our costs of purchasing and utilization patterns for pharmaceuticals;
•: introduction of generic or new pharmaceuticals that compete with our products or services or the development of pharmaceuticals that greatly reduce the progression of chronic kidney disease;
•: launch of new technology, or advances in medical therapies, that compete with our medical businesses;
•: changes in raw material and energy costs or the inability to procure raw materials;
•: collectability of our receivables, which depends primarily on the efficacy of our billing practices and the financial stability and liquidity of our governmental and commercial payors;
•: our ability to achieve cost savings in various health care risk management programs in which we participate or intend to participate; and
•: the greater size, market power, experience and product offerings of certain competitors in certain geographic regions and business lines.

Our business is also subject to the risks discussed in this report under "Risk Factors" in Item 3 below, "Key information" and 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.

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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" in Item 5 below, "Operating and financial review and prospects." For a discussion of our critical accounting policies, see note 2 of the notes to the consolidated financial statements included in this report.

Rounding adjustments applied to individual numbers and percentages shown in this and other reports may result in these figures differing immaterially from their absolute values.

Market and industry data

Except as otherwise specified herein, all patient and market data in this report have been derived using our internal information tool called "Market & Competitor Survey" ("MCS"). See Item 4.B, "Information on the Company – Business Overview – Major Markets and Competitive Position."

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Part I

Item 1. Identity of directors, senior management and advisors

Not applicable

Item 2. Other statistics and expected timetable

Not applicable

Item 3. Key information

A. Selected financial data

The following table summarizes the consolidated financial information for our business for each of the years in the five-year period ended December 31, 2018. We derived the selected financial information from our consolidated financial statements. As of January 1, 2017, the consolidated financial statements and other financial information included in the Company's quarterly reports on Form 6-K and its Annual Reports on Form 20-F are prepared solely in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), using the euro as the Company's reporting currency. KPMG AG Wirtschaftsprüfungsgesellschaft ("KPMG"), an independent registered public accounting firm, audited these financial statements. You should read this information together with our consolidated financial statements and the notes to those statements appearing elsewhere in this report and the information under Item 5, "Operating and Financial Review and Prospects."

Selected financial data

	2018			2017			2016			2015			2014
	(in € millions ("M") except share and per share amounts)
Statement of operations data:
Revenue		16,547			17,784			16,570			15,455			12,145
Cost of revenues		11,392			11,765			10,954			10,277			8,155
Gross profit		5,155			6,018			5,616			5,178			3,990
Selling, general and administrative ^(a)		2,865			3,618			3,133			2,949			2,222
(Gain) loss related to divestitures of Care Coordination ^(b)		(809	)		(26	)		(14	)		0			0
Research and development		134			131			147			128			94
Income from equity method investees		(73	)		(67	)		(59	)		(28	)		(19	)
Operating income		3,038			2,362			2,409			2,129			1,693
Interest expense, net ^(c)		301			365			364			353			310
Income before income taxes		2,737			1,997			2,045			1,776			1,383
Net income attributable to shareholders of FMC-AG & Co. KGaA		1,982			1,280			1,144			955			781
Weighted average shares outstanding		306,541,706			306,563,400			305,748,381			304,440,184			302,339,124
Basic earnings per share		6.47			4.17			3.74			3.14			2.58
Basic earnings per ADS		3.23			2.09			1.87			1.57			1.29
Fully diluted earnings per share		6.45			4.16			3.73			3.13			2.57
Fully diluted earnings per ADS		3.23			2.08			1.87			1.57			1.29
Dividends Paid (€) ^(d)		1.06			0.96			0.80			0.78			0.77
Balance sheet data at December 31:
Working capital		1,579			1,074			1,585			2,033			2,264
Total assets		26,242			24,025			25,504			23,246			20,673
Total long-term debt (excluding current portion)		5,046			5,795			6,833			7,214			7,425
Shareholders' equity		12,902			10,828			11,051			9,806			8,388
Capital stock – nominal value		308			308			307			313			311

(a): Included in Selling, general and administrative are gains on the sale of dialysis clinics in the amount of €7 for 2013.
(b): On June 28, 2018, we divested our controlling interest in Sound Inpatient Physicians, Inc. See Note 3 of our notes to the consolidated financial statements included in this report.
(c): The years 2015 and 2014 are shown without effect from restatements associated with IAS 12, Income Taxes ("IAS 12") and IAS 37, Provisions, contingent liabilities and contingent assets ("IAS 37"). Please see Note 1 in the notes to our consolidated financial statements included in this report.
(d): Amounts shown for each year from 2018 to 2014 represent dividends paid in each such year with respect to our operations in the year preceding payment. Our General Partner's Management Board has proposed dividends with respect to operations in 2018 of €1.17 per share. These dividends are subject to approval by our shareholders at our Annual General Meeting ("AGM") to be held on May 16, 2019.

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We conduct our business on a global basis in various currencies with major operations located in the U.S. and Germany. We prepare our consolidated financial statements, from which we derived the selected financial data above, utilizing the euro as our reporting currency. We have converted the balance sheets of our non-euro denominated operations into euro at the exchange rates prevailing at the balance sheet date. Revenues and expenses are translated at the average exchange rates for the respective period, as shown.

A summary of the spot and average exchange rates for the euro to U.S. dollars for the last three years is set forth below. The European Central Bank ("ECB") determines such rates ("Reference Rates") based on the regular daily averaging of rates between central banks within and outside the European banking system. The ECB normally publishes the Reference Rates daily around 4p.m. (CET).

Exchange rates

	December 31, 2018 spot exchange rate in €		December 31, 2017 spot exchange rate in €		2018 average exchange rate in €		2017 average exchange rate in €		2016 average exchange rate in €
1 U.S. dollar		0.87336		0.83382		0.84678		0.88519		0.90342

D. Risk factors

Before you invest in our securities, you should be aware that the occurrence of any of the events described in the following risk factors or elsewhere in this report, and other events that we have not predicted or assessed could have a material adverse impact on our business, financial condition and results of operations. If the events described below or other unpredicted events occur, then the trading price of our securities could decline and you may lose all or part of your investment.

Risks relating to regulatory matters.

We operate in a highly regulated industry such that the potential for legislative reform provides uncertainty and potential threats to our operating models and results.

The delivery of healthcare services and products is highly regulated in most of the countries in which we operate. Proposals for legislative reform in these countries are often introduced to improve access to care, address quality of care issues and manage costs of the healthcare system. In the U.S., the Trump Administration and the 115th Congress have publicly announced their desire to pursue, and may enact, significant changes to existing health care programs. Certain health insurance provisions of the Patient Protection and Affordable Care Act of 2010 (Pub.L. 111-148), as amended by the Health Care and Education Reconciliation Act (Pub.L. 111-152) (collectively, "ACA") are targets for change. Changes of such nature could have significant effects on our businesses, both positive and negative, but the outcomes are impossible to predict.

While the Trump Administration announced in late 2017 its intention to cease cost-sharing reduction ("CSR") payments under the insurance exchanges created under the ACA, the Administration eventually did fund CSRs in 2018 and has requested funding for CSRs in 2019. If CSR funding ceases at any point, commercial insurers have indicated that premium rates would need to increase and that they may withdraw from the insurance exchanges created under the ACA. So far average premiums for 2019 appear to be only moderately higher compared to 2018, though there is large variation between states with some states having significant increases. In addition, there is ongoing litigation over the Federal Government's obligation to pay the CSRs and over the constitutionality of provisions of the ACA. We cannot predict whether the Trump Administration will agree to pay the CSRs in 2019, continue to dismantle the insurance exchanges through other means, or how the ongoing litigation might be determined. As a result, a reduction in the availability of insurance through such exchanges could reduce the number of our commercially insured patients and shift such patients to Medicare and Medicaid. Because Medicare and Medicaid reimbursement rates are generally lower than the reimbursement rates paid by commercial insurers, a shift of commercially insured patient to Medicare and Medicaid could have a material adverse impact on our business, financial condition and results of operations. See "– Changes in reimbursement and/or governmental regulations for health care could materially decrease our revenues and operating profit.

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Changes in reimbursement and/or governmental regulations for health care could materially decrease our revenues and operating profit.

We receive reimbursement for our healthcare services from both public, government-sponsored payors and private, commercial payors. A large portion of our businesses is reimbursed by government payors, in particular the Medicare and Medicaid program in the U.S. For the years ended December 31, 2018 and 2017, approximately 33% and 34%, respectively, of our consolidated revenues resulted from Medicare and Medicaid reimbursement. The Medicare and Medicaid programs change their payment methodologies and funding from time to time in ways that are driven by changes in statute, economic conditions, and policy. For example, the Budget Control Act of 2011 ("BCA") effected a 2% reduction to Medicare payments and subsequent activity in Congress, a $1.2 trillion sequester (across-the-board spending cuts) in discretionary programs, took effect on April 1, 2013, which continues in force. In addition, options to restructure the Medicare program in the direction of a defined-contribution, "premium support" model and to shift Medicaid funding to a block grant or per capita arrangement, with greater flexibility for the states, are also likely to be considered. Changes in payment methodologies and funding or payment requirements of (without limitation) the End-Stage Renal Disease Prospective Payment System, the Physician Fee Schedule, the Clinical Laboratory Fee Schedule, and the Ambulatory Surgical Center Payment System may have material effects on our operating results. We have very little opportunity to influence or predict the magnitude of those changes. For further information regarding Medicare and Medicaid reimbursement, see Item 4B, "Information on the Company – Business Overview – Regulatory and Legal Matters – Reimbursement" and Item 5, "Operating and Financial Review and Prospects – Overview."

Government reimbursement programs generally pay less than private insurance. In addition, we may experience higher write-offs of Medicare deductibles and other amounts due to uninsured and underinsured patients, resulting in an increase in uncollectible accounts. As a result, the payments we receive from private payors generate a substantial portion of the profits we report. Please see the table "U.S. patient service revenue" detailing the percentage generated from government reimbursement and private payors in the U.S. in Item 4B, "Information on the Company – Business overview – U.S. patient service revenue."

Any of the following events, among others, could have a material adverse impact on our business, financial condition and results of operations:

•: we may be subject to reductions in reimbursement from private payors, including, for example, through their use of lower contract rates rather than rates based on our billed charges;
•: we may experience a reduction in our ability to obtain commercially insured patients to utilize our health care services relative to historical levels;
•: efforts by private payors to continue to control the cost of and/or the eligibility for access to health care services, including relative to products on and off the health care exchanges established by the ACA;
•: a portion of our business that is currently reimbursed by private insurers or hospitals may become reimbursed by integrated care organizations, which may use payment methodologies that reduce reimbursement for our services. There can be no assurance that we can achieve future price increases from private insurers and integrated care organizations offering private insurance coverage to our patients; or
•: if efforts to restrict or eliminate the charitable funding of patient insurance premiums are successful, a portion of our patients who are currently covered by private insurers may elect to transition to government funded reimbursement programs that reimburse us at lower rates for our services. See Item 4B, "Information on the Company – Business Overview – Regulatory and Legal Matters – Reimbursement – Potential changes impacting our private payors" for further information.

In addition to the foregoing factors, the health care insurance industry is experiencing continuing consolidation among insurers and pharmacy benefit managers. Such consolidation could increase the bargaining power of such private payors vis-à-vis the Company and adversely affect our ability to negotiate favorable coverage terms and reimbursement rates.

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If we do not comply with the numerous governmental regulations applicable to our business, we could suffer adverse legal consequences, including exclusion from government healthcare reimbursement programs or termination of our authority to conduct business, any of which would result in a material decrease in our revenue; this regulatory environment also exposes us to claims and litigation, including "whistle-blower" suits.

Our operations in both our health care services business and our products business are subject to extensive governmental regulation in virtually every country in which we operate. We are also subject to other laws of general applicability, including antitrust laws. The applicable regulations, which differ from country to country, cover areas that include:

•: regulatory approvals for products or product improvements;
•: regulatory approvals and oversight of clinical and certain non-clinical research and development activities;
•: the quality, safety and efficacy of medical and pharmaceutical products and supplies;
•: the operation and licensure of manufacturing facilities, laboratories, dialysis clinics and other health care facilities;
•: product labeling, advertising and other promotion;
•: accurate reporting and billing for government and third-party reimbursement, including accurate and complete medical records to support such billing and, in the U.S., the obligation to report and return overpayments within 60 days of the time that the overpayment is identified and quantified;
•: the discounting of reimbursed drug and medical device products and the reporting of drug prices to government authorities;
•: the collection, dissemination, access, use, security and privacy of protected health information or other protected data; and
•: compensation of medical directors and other financial arrangements with physicians and other referral sources.

Failure to comply with one or more of these laws or regulations may give rise to a number of adverse legal consequences. These include, in particular, loss or suspension of federal certifications, loss or suspension of licenses under the laws of any state or governmental authority from which we generate substantial revenues, monetary and administrative penalties, increased costs for compliance with government orders, complete or partial exclusion from government reimbursement programs, refunds of payments received from government payors and government health care program beneficiaries due to failures to meet applicable requirements or complete or partial curtailment of our authority to conduct business. Any of these consequences could have a material adverse impact on our business, financial condition and results of operations.

The Company's medical devices and drug products are subject to detailed, rigorous and frequently changing regulation by the U.S. Food and Drug Administration ("FDA"), and numerous other national, supranational, federal and state authorities. In addition, the Company's facilities and procedures and those of its suppliers are subject to periodic inspection by the FDA and other regulatory authorities. The FDA and comparable regulatory authorities outside the U.S. may suspend, revoke, or adversely amend the authority necessary for research, manufacture, marketing, or sale of our products and those of our suppliers. The Company and its suppliers must incur expense and spend time and effort to ensure compliance with these complex regulations, and if such compliance is not maintained, they could be subject to significant adverse administrative and judicial enforcement actions in the future. These possible enforcement actions could include warning letters, injunctions, civil penalties, seizures of the Company's products, and criminal prosecutions as well as dissemination of information to the public about such enforcement actions. These actions could result in, among other things, substantial modifications to the Company's business practices and operations; refunds; a total or partial shutdown of production while the alleged violation is remedied; and withdrawals or suspensions of current products from the market. Any of these events, in combination or alone, could disrupt the Company's business and have a material adverse impact on our business, financial condition and results of operations. For a discussion of our open FDA warning letter, see "Item 4B. "Information on the Company – Business Overview – Regulatory and legal matters – FDA warning letters."

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The Company operates many facilities and engages with other business associates to help it carry out its health care activities. 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 and its business associates. We rely on the Company's management structure, regulatory and legal resources and the effective operation of our compliance programs to direct, manage and monitor our operations to comply with government regulations. If employees were to deliberately, recklessly or inadvertently fail to adhere to these regulations, then our authority to conduct business could be terminated and our operations could be significantly curtailed. Any such terminations or reductions could materially reduce our revenues. If we fail to identify in our diligence process or to promptly remediate any non-compliant business practices in companies that we acquire, we could be subject to penalties, claims for repayment or other sanctions. Any such terminations or reductions could materially reduce our revenues, with a resulting material adverse impact on our business, financial condition and results of operations.

By virtue of this regulatory environment, our business activities and practices are subject to extensive review by regulatory authorities and private parties, and continuing audits, subpoenas, other inquiries, claims and litigation relating to the Company's compliance with applicable laws and regulations. We may not always be aware that an inquiry or action has begun, particularly in the case of "qui tam" or "whistle-blower" actions brought by private plaintiffs under the False Claims Act, which are initially filed under seal. We are the subject of a number of governmental inquiries and civil suits by the federal government and private plaintiffs. For information about certain of these pending investigations and lawsuits, see note 22 of the notes to our consolidated financial statements included in this report.

In addition, there may be future legislative or regulatory changes that affect procedures or decision making for approving medical device or drug products. Any such legislation or regulations, if enacted or promulgated, could result in a delay or denial of regulatory approval for our products. If any of our products do not receive regulatory approval, or there is a delay in obtaining approval, this also could have a material adverse impact on our business, financial condition and results of operations.

If we are unable to protect our information technology security systems and rely on our third-party service providers to protect their systems against cyber attacks or prevent other privacy and data security incidents that result in privacy and data breaches that disrupt our operations or result in the unintended disclosure and access of sensitive personal information or proprietary or confidential information, we could be exposed to significant regulatory fines or penalties, liability or reputational damage, or experience a material adverse impact on our business, financial condition and results of operations.

We routinely process, store and transmit large amounts of data in our operations, including sensitive personal information as well as proprietary or confidential information relating to our business or third-parties. We may be subject to breaches of the information technology security systems we use both internally and externally with third-party service providers.

A cyber-attack may penetrate our security controls and result in the misappropriation or compromise of sensitive personal information or proprietary or confidential information, including such information which is stored or transmitted on the systems used by certain of our products, to create system disruptions, cause shutdowns, or deploy viruses, worms, and other malicious software programs that attack our systems. We handle the personal information of our patients and beneficiaries, Patient Personal Data ("PPD"), throughout the United States and other parts of the world. On occasion, we or our business associates may experience a breach under the U.S. Health Insurance Portability and Accountability Act Privacy and Security Rules, the EU's General Data Protection Regulation and or other similar laws ("Data Protection Laws"), including the following events:

•: impermissible use, access, or disclosure of unsecured PPD,
•: a breach under the Data Protection Laws when the Company or its business associates neglect to implement the required administrative, technical and physical safeguards of its electronic systems and devices, or
•: a data breach that results in impermissible use, access or disclosure of personal identifying information of its employees, patients and beneficiaries.

We have redesigned the policies and procedures for internal reporting of privacy incidents or breaches and external reporting of privacy breaches to comply with the Data Protection Laws and regulations across the world. These policies and procedures are intended to help ensure (i) our compliance with the strict reporting deadlines set by Data Protection Laws and any regulation and (ii) swift remediation of any process defect.

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As we increase the amount of sensitive personal information that we store and share digitally, our exposure to these privacy and data breaches and cyber-attack risks increases, including the risk of undetected attacks, damage, loss or unauthorized disclosure or access, and the cost of attempting to protect against these risks also increases. We have implemented security technologies, processes and procedures to protect sensitive personal information and proprietary or confidential information; however, there are no assurances that such measures will be effective against all types of breaches. Any failure to keep our information technology systems and our patients' and customers' sensitive information secure from attack, damage, loss or unauthorized disclosure or access, whether as a result of our action or inaction or that of our third-party business associates or vendors that utilize and store such personal information on our behalf, could adversely affect our reputation and operations and also expose us to mandatory public disclosure requirements, litigation and governmental enforcement proceedings, material fines, penalties and/or remediation costs, and compensatory, special, punitive and statutory damages, consent orders and other adverse actions, any of which could have a material adverse impact on our business, financial condition and results of operations.

We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws.

The U.S. Foreign Corrupt Practices Act ("FCPA") and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to public officials for the purpose of obtaining or retaining business. Our internal policies mandate compliance with these anti-corruption laws. We operate many facilities throughout the United States and other parts of the world. Our decentralized system has thousands of persons employed by many affiliated companies, and we rely on our management structure, regulatory and legal resources and effective operation of our compliance program to direct, manage and monitor the activities of these employees and their agents. Despite our training, oversight and compliance programs, we cannot assure you that our internal control policies and procedures always will protect us from deliberate, reckless or inadvertent acts of our employees or agents that contravene the Company's compliance policies or violate applicable laws. Our continued expansion, including in developing countries, could increase the risk of such violations in the future. Violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse impact on our business, financial condition and results of operations. Beginning in 2012, the Company received certain communications alleging conduct in countries outside the United States that might violate the Foreign Corrupt Practices Act or other anti-bribery laws. The Company's Supervisory Board, through its Audit and Corporate Governance Committee, conducted investigations with the assistance of independent counsel. In a continuing dialogue, the Company voluntarily advised the Securities and Exchange Commission and the United States Department of Justice (collectively and interchangeably the "government") about these investigations. The government also conducted its own investigations, in which the Company cooperated. In the course of this dialogue, the Company identified and reported to the government, and took remedial actions including employee disciplinary actions with respect to, conduct that resulted in the government seeking monetary penalties and other remedies against the Company and disgorgement of related profits revolving principally around conduct in the Company's products business in a limited number of countries outside the United States. The Company recorded charges of €200 M in 2017 and €77 M in 2018 encompassing estimates for the government's claims for profit disgorgement, penalties, certain legal expenses, and other related costs or asset impairments believed likely to be necessary for full and final resolution, by litigation or settlement, of the claims and issues arising from the investigation. The increase recorded in 2018 took into consideration preliminary understandings with the government on the financial terms of a potential settlement. Following this increase, which takes into account incurred and anticipated legal expenses, impairments and other costs, the provision totals €224 M as of December 31, 2018. The Company has reached an agreement in principle with the government agencies encompassing the terms understood to be necessary for settlement. The Company believes that the previously-recorded charge appropriately accounts for the consequences of the resolution as related to its financial statements. The agreement in principle remains subject to memorialization in fully integrated documents and final approval by authorized officials of the government and the Company. The Company continues to implement enhancements to its anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws. The Company continues to be fully committed to compliance with the Foreign Corrupt Practices Act and other applicable anti-bribery laws. See "Item 15B. Management's annual report on internal control over financial reporting" and note 22 of the notes to our consolidated financial statements included in this report.

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If our joint ventures violate the law, our business could be adversely affected.

A number of the dialysis clinics and health care centers that we operate are owned, or managed, by joint ventures in which one or more hospitals, physicians or physician practice groups hold an interest. Physician owners, who are usually nephrologists, may also provide medical director services and physician owners may refer patients to those centers or other centers we own and operate or to other physicians who refer patients to those centers or other centers we own and operate. Because our relationships with physicians are governed by the federal and state anti-kickback statutes, we have structured our joint venture arrangements to comply with many of the criteria for safe harbor protection under the U.S. Federal Anti-Kickback Statute; however, our investments in these joint venture arrangements do not satisfy all elements of such safe harbor. While we have established comprehensive compliance policies, procedures and programs to ensure ethical and compliant joint venture business operations, if one or more of our joint ventures were found to be in violation of the Anti-Kickback Statute, the Stark Law or other similar laws worldwide, we could be required to restructure or terminate them. We also could be required to repay to Medicare, Medicaid as well as other federal health care program amounts pursuant to any prohibited referrals, and we could be subject to criminal and monetary penalties and exclusion from federal and state healthcare programs. Imposition of any of these penalties could have a material adverse impact on our business, financial condition and results of operations. See note 22 of the notes to our consolidated financial statements included in this report.

If we are unable to secure appropriate reimbursement arrangements for the pharmaceuticals we provide in our dialysis clinics, our business could be adversely affected.

We receive reimbursement for the treatment of Medicare patients based upon the ESRD PPS rates as determined by CMS. CMS subjects a base ESRD PPS payment rate to case-mix adjustments that take into account individual patient characteristics. The annually adjusted rates may not provide fully compensating reimbursement for the services or products consumed during service. Pharmaceuticals included within the bundled rate are subjected to increased reimbursement pressure in comparison to the pharmaceuticals currently reimbursed outside the bundle. In some cases, pharmaceuticals that were reimbursed outside of the bundle are transitioned for inclusion within the bundle. Recently, CMS clarified that once any non-oral ESRD-related drug in a category previously considered oral only is approved by the U.S. Food and Drug Administration ("FDA"), such category of drugs will cease to be considered oral only. As a result of this determination, reimbursement for calcimimetics is now included in the ESRD PPS, effective as of January 1, 2018, subject to CMS's payment a "transitional drug add-on payment adjustment" for two years. During this transition period, CMS will not pay outlier payments for these drugs. If we are unable to secure appropriate reimbursement arrangements for the pharmaceuticals we provide in our dialysis clinics, we could experience a material adverse effect on our operating results.

Further, an increased utilization of bundled pharmaceuticals or decreases in reimbursement for pharmaceuticals outside the bundled rate may result in a material adverse impact on our results of operations. We are also subject to audits and reviews by enforcement authorities, including the FDA, for compliance with applicable drug regulations. These audits or reviews may impact our participation in Medicare and Medicaid programs, the imposition of potential fines or penalties as well as oversight or recalibration of processes and procedures which may have a material adverse impact on our business and results of operations.

Risks relating to our business

If we fail to estimate, price for and manage our medical costs in an effective manner, the profitability of our value-based products and services could decline and could materially and adversely affect our results of operations, financial position and cash flows.

Through our value-based agreements and health insurance products, we assume the risk of both medical and administrative costs for certain patients in return for fixed periodic payments from governmental and commercial insurers. Our participation in various value-based programs includes the Centers for Medicare and Medicaid Services ("CMS") Comprehensive End-Stage Renal Disease ("ESRD") Care initiative and capitation or shared savings agreements with commercial insurers in which FMCH receives a fixed fee to cover all or a defined portion of the medical costs of a defined population of patients. We previously participated in the CMS Bundled Payments for Care Improvement ("BPCI") program until we divested our controlling interest in Sound Inpatient Physicians, Inc. ("Sound") on June 28, 2018. We also participated in Medicare Advantage chronic special needs plans, until December 31, 2018. For information

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on the value-based programs in which we participate, see Item 4B. "Information on the Company – Business overview – Care Coordination – health plan services."

CMS relied on authority granted by the ACA to implement the Comprehensive ESRD Care Model, which seeks to deliver better health outcomes for ESRD patients while lowering CMS' costs. Although Congress's efforts to date to repeal the ACA have been unsuccessful, further efforts to repeal or revise the ACA, the posture of CMS in the Trump Administration toward projects of this sort and litigation seeking the termination of the ACA may affect the project's future prospects in ways which we currently cannot quantify or predict.

The reserves that we establish for health insurance policy benefits and other contractual rights and benefits are based upon assumptions and judgments concerning a number of factors, including trends in health care costs, expenses, general economic conditions and other factors. To the extent the actual claims experience is less favorable than estimated based on our underlying assumptions, our incurred losses would increase and future earnings could be adversely affected.

Our profitability in our value based agreements and insurance products is dependent in part upon our ability to contract on favorable terms with hospitals, physicians and other health care providers. The failure to maintain or to secure cost-effective health care provider contracts may result in a loss of beneficiaries or higher medical costs, which could adversely affect our business.

We are exposed to product liability, patent infringement and other claims which could result in significant costs and liability which we may not be able to insure on acceptable terms in the future.

Healthcare companies are typically subject to claims alleging negligence, product liability, breach of warranty, malpractice and other legal theories that may involve large claims and significant defense costs whether or not liability is ultimately imposed. Healthcare products may also be subject to recalls and patent infringement claims which, in addition to monetary penalties, may restrict our ability to sell or use our products. We cannot assure that such claims will not be asserted against us; for example, that significant adverse verdicts will not be reached against us for patent infringements or that large scale recalls of our products will not become necessary. In addition, the laws of some of the countries in which we operate provide legal rights to users of pharmaceutical products that could increase the risk of product liability claims. Product liability and patent infringement claims, other actions for negligence or breach of contract and product recalls or related sanctions could result in significant costs. These costs could have a material adverse impact on our business, financial condition and results of operations. While personal injury litigation involving the Company's acid concentrate product was substantially resolved by settlement consummated in November 2017, the Company and certain of its insurers are in litigation against each other relating to such insurers' coverage obligations under applicable policies. See note 22 of the notes to consolidated financial statements included in this report.

While we have been able to obtain liability insurance in the past to partially cover our business risks, we cannot assure that such insurance will be available in the future either on acceptable terms or at all, or that our insurance carriers will not dispute their coverage obligations. In addition, FMCH, our largest subsidiary, is partially self-insured for professional, product and general liability, auto liability and worker's compensation claims, up to pre-determined levels above which our third-party insurance applies. A successful claim for which we are self-insured or in excess of the limits of our insurance coverage could have a material adverse impact on our business, financial condition and results of operations. Liability claims, regardless of their merit or eventual outcome, also may have a material adverse effect on our business and result in a loss of customer confidence in us or our products, which could have a material adverse impact on our business, financial condition and results of operations.

Our growth depends, in part, on our ability to continue to make acquisitions and develop de novo dialysis clinics and health care centers.

The health care industry experiences continuing consolidation particularly among health care providers. This development could adversely affect the Company's ability to find suitable acquisition targets and to increase future growth and product sales. Additionally, the ability to make future acquisitions as well as develop de novo dialysis clinics and health care centers depends, in part, on the availability of financial resources and the current restrictions imposed by competition laws as well as existing credit agreements. The integration of acquired businesses may cause problems, e.g., by assuming unknown liabilities, underperformance subsequent to integration, associated requirements from competition authorities, or non-compliant business practices not disclosed by the seller or not uncovered during due diligence. We also

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compete with other health care companies in seeking suitable acquisition targets and developing de novos. Any or all of these factors generally could adversely affect future growth, including growth of our product sales.

We face specific risks from international operations.

We operate dialysis clinics in around 50 countries and sell a range of products and services to customers in around 150 countries. Our international operations are subject to a number of risks, including but not limited to the following:

•: the economic situation in certain countries could deteriorate;
•: fluctuations in exchange rates could adversely affect profitability;
•: we could face difficulties in enforcing and collecting accounts receivable under some countries' legal systems;
•: local regulations could restrict our ability to obtain a direct ownership interest in dialysis clinics or other operations;
•: some countries or economic unions may impose charges or restrictions, such as local content requirements, which restrict the importation of our products;
•: potential increases in tariffs and trade barriers that could result from withdrawal by the United States or other countries from unions, including the exit from major multilateral trade agreements;
•: transportation delays or interruptions.

International growth and expansion into emerging markets could cause us difficulty due to greater regulatory barriers than in the United States or Western Europe, the necessity of adapting to new regulatory systems, and problems related to entering new markets with different economic, social, legal and political systems and conditions.

Any one or more of these or other factors relevant to international operations could increase our costs, reduce our revenues, or disrupt our operations, with possible material adverse impact on our business and financial condition.

We could be adversely affected if we experience shortages of goods or material price increases from our suppliers, or an inability to access new and improved products and technology.

The Company's business is dependent on the reliable supply of several raw materials for production and service purposes. If we are unable to counteract the risk of bottleneck situations at times of limited availability of goods and other materials in spite of our purchasing strategy in combination with ongoing monitoring of market developments, this could result in delays in production and hence have an adverse effect on our results of operation. Similarly, price increases by suppliers and the inability to access new products or technology could also adversely affect the Company's results of operations.

Our purchasing strategy is aimed at developing partnerships with strategic suppliers through long-term contracts and at the same time ensuring, where reasonably practicable, that we have at least two sources for all supply and price-critical primary products (dual sourcing, multiple sourcing). To prevent loss of suppliers, we monitor our supplier relationships on a regular basis. Suppliers which are integral to our procurement functions are also subject to performance and risk analyses as well as continuous supply chain monitoring. Through constant market analyses, a demands-based design of supplier relationships and contracts, as well as the use of financial instruments, we seek to mitigate disruptive goods shortages and potential price increases and provide access to new product and technology developments.

If physicians and other referral sources cease referring patients to our health care service businesses and facilities or cease purchasing or prescribing our products, our revenues would decrease.

In providing services within our health care business, we depend upon patients choosing our health care facilities as the location for their care. Patients may select a facility based, in whole or in part, on the recommendation of their physician. Physicians and other clinicians typically consider a number of factors when recommending a particular dialysis facility, pharmacy, physician practice, vascular surgery center or urgent care center to an ESRD patient, including, the quality of care, the competency of staff, convenient

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scheduling, and location and physical condition. Physicians may change their recommendations, which may result in the movement of new or existing patients to competing facilities, including facilities established by the physicians themselves. At most of our dialysis clinics, a relatively small number of physicians often account for the referral of all or a significant portion of the patient base. We have no ability to dictate these recommendations and referrals. If a significant number of physicians or other referral sources cease referring their patients to our facilities or stop purchasing or prescribing our dialysis products, this would reduce our health care revenue and could materially adversely affect our overall operations.

Our pharmaceutical product business could lose sales to generic drug manufacturers or new branded drugs.

Our branded pharmaceutical product business is subject to significant risk as a result of competition from manufacturers of generic drugs and other new competing medicines or therapies. The expiration or loss of patent protection for one of our products, the "at-risk" launch by a generic manufacturer of a generic version of one of our branded pharmaceutical products or the launch of new branded drugs that compete with one or more of our products could result in the loss of a major portion of sales of that branded pharmaceutical product in a very short time period, which could materially and adversely affect our business, financial condition and results of operations. See note 22 of the notes to consolidated financial statements included in this report.

Our competitors could develop superior technology or otherwise take advantage of new competitive developments that impact our sales.

We face numerous competitors in both our health care services business and our dialysis products business, some of which may possess substantial financial, marketing or research and development resources. Competition from new and existing competitors, and especially new competitive developments such as increasing disruption in the health care industry, and innovations in technology and care delivery models could materially adversely affect the future pricing and sale of our products and services. In particular, technological innovation has historically been a significant competitive factor in the dialysis products business. The introduction of new products or services by competitors could render one or more of our products or services less competitive or even obsolete, which could also affect the Company's sales and distribution of pharmaceuticals for which, to some extent, the Company is obligated to make certain minimum annual royalty payments.

Global economic conditions as well as further disruptions in financial markets may have an adverse effect on our businesses.

We are dependent on the conditions of the financial markets and the global economy. In order to pursue its business, the Company is reliant on capital, as are its renal product customers and commercial health care insurers. Limited or more expensive access to capital in the financial markets could adversely affect our business and profitability. Among other things, the potential decline in federal and state revenues may create additional pressures to contain or reduce reimbursements for our services from public payors around the world, including Medicare, Medicaid in the United States and other government sponsored programs in the United States and other countries around the world.

Increasing job losses or changes in the unemployment rate in the United States may result in a smaller percentage of our patients being covered by an employer group health plan and a larger percentage being covered by lower paying Medicare and Medicaid programs. To the extent that payors are negatively impacted by a decline in the economy, we may experience further pressure on commercial rates, a further slowdown in collections and a reduction in the amounts we expect to collect.

Devaluation of currencies and worsening economic conditions, including inflationary cost increases in various markets in connection with deteriorating country ratings also increase the risk of a goodwill impairment, which could lead to a partial or total goodwill write-off in the affected cash generating units.

In addition, uncertainty in the financial markets could adversely affect the variable interest rates payable under certain of our credit facilities or could make it more difficult to obtain or renew such facilities or to obtain other forms of financing in the future. Any or all of these factors, or other consequences of the continuation, or worsening, of domestic and global economic conditions which cannot currently be predicted, could continue to adversely affect our businesses and results of operations.

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Any material disruption in federal government operations and funding could have a material adverse impact on our business, financial condition and results of operations.

A substantial portion of our revenues is dependent on federal healthcare program reimbursement, and any disruptions in U.S. government operations could have a material adverse impact on our business, financial condition and results of operations. If the U.S. government defaults on its debt, there could be broad macroeconomic effects that could raise our cost of borrowing funds, and delay or prevent our future growth and expansion. Any future federal government shutdown, U.S. government default on its debt and/or failure of the U.S. government to enact annual appropriations could have a material adverse impact on our business, financial condition and results of operations. Additionally, disruptions in U.S. government operations may negatively impact regulatory approvals and guidance that are important to our operations, and create uncertainty about the pace of upcoming health care regulatory developments.

If we are unable to attract and retain skilled medical, technical and engineering personnel, or if legislative, union, or other labor-related activities or changes result in significant increases in our operating costs or decreases in productivity, we may be unable to manage our growth or continue our technological development.

Our continued growth in the health care business will depend upon our ability to attract and retain skilled workforce, including highly skilled nurses and other medical personnel. Competition for those employees is intense and shortages for these sought-after employees, such as nurses, or skilled engineers and research and development personnel, may increase the Company's personnel and recruiting costs and/or impair our reputation for production of technologically advanced products. Moreover, we believe that future success in the provider business will be significantly dependent on our ability to attract and retain qualified physicians to serve as employees of or consultants to our health care services businesses.

Our health care products business depends on the development of new products, technologies and treatment concepts to be competitive. Additionally, in recruiting, employing and retaining personnel we may be exposed to risks relating to various labor laws, legislative, union, or other labor-related activities or changes. Further, these factors could preclude us from integrating acquired companies into our operations, which could increase our costs, decrease our productivity and prevent us from realizing synergies from acquisitions. If we are unable to manage the risks above, then our growth and results of operations could be adversely impacted.

Diverging views of fiscal authorities could require us to make additional tax payments.

We are subject to ongoing tax audits in the U.S., Germany and other jurisdictions. We could potentially receive notices of unfavorable adjustments and disallowances in connection with certain of these audits. If we are unsuccessful in contesting unfavorable determinations we could be required to make additional tax payments, which could have a material adverse impact on our business, financial condition and results of operations in the relevant reporting period. See Item 5, "Operating and financial review and prospects – IV. Financial position."

A dependency on the payment behavior and decision-making of our business partners can affect the collectability of accounts receivable.

Our health care product business, as well as our dialysis services business outside the U.S. differs across the regions in which we operate. In many cases, our products and services are paid, either directly or indirectly, by government institutions. We believe the risk of default from a government payor is lower in comparison to the commercial payors worldwide. On a country level, the payor base is characterized by distinct customer or payor groups which can range in volume from a few customers to a considerable amount of customer types which have varying levels of risk associated with default or non-payment of receivables as well as risks for dependencies based upon the competition within low volume customer base environments. In certain cases, a resulting dependency on the payment behavior and decision-making of our business partners can affect the collectability of accounts receivable and can adversely affect our business, results of operations and financial condition. We continuously seek to mitigate these risks by actively negotiating long-term contracts with major customers, targeted marketing activities, developing new product and pricing models as well as improving the quality of our services and products.

Unforeseeable events could affect our services and our ability to deliver in a limited time and place.

Fresenius Medical Care operates dialysis facilities or manufacturing facilities in many regions of the world, with diverse geographic, societal and economic conditions. Unforeseeable events such as natural disasters,

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terrorist attacks or political instability, could affect our services and our ability to deliver those services in a limited time and place.

Through forward-looking planning and prevention programs, Fresenius Medical Care is trying to prevent or mitigate the negative impact of such potential future events. In addition, to maintain operations in the event of an onset and to reduce potential impact on our patients and the organization, we have spare capacity and safety stock of certain resources as well as emergency and recovery plans in place. Some risks may be mitigated by our insurance programs.

There are significant risks associated with estimating the amount of healthcare service revenues that we recognize that could impact the timing of our recognition of revenues or have a significant impact on our operating results and financial condition.

There are significant risks associated with estimating the amount of revenues from healthcare services that we recognize in a reporting period.

•: The billing and collection process is complicated due to a number of factors including insurance coverage changes, geographic coverage differences, differing interpretations of plan benefits and managed care contracts, and uncertainty about reimbursement from payers with whom we are not contracted.
•: Laws and regulations governing Medicare, Medicaid and other federal programs are extremely complex, changing and subject to interpretation.
•: Determining applicable primary and secondary coverage for an extensive number of patients at any point in time, together with the changes in patient coverage that occur each month or changes in plan benefits, requires complex, resource-intensive processes. Errors in determining the correct coordination of benefits may result in refunds to payors.
•: The complexity of estimating revenues from a primary payor also brings complexity to estimating revenues from secondary payors and patients.
•: Collections, refunds and payor retractions typically continue to occur for up to three years or longer after services are provided.

If our estimates of revenues are materially inaccurate, it could impact the timing and amount of our recognition of revenues and have a significant impact on our operating results and financial condition.

Risks relating to our securities

Our indebtedness may limit our ability to pay dividends or implement certain elements of our business strategy.

At December 31, 2018, we had consolidated debt of €7,546 M and consolidated total shareholders' equity of €12,902 M. Our debt could have significant consequences to our operations and our financial condition. For example, it could require us to dedicate a substantial portion of our cash flow from operations, as well as the proceeds of certain financings and asset dispositions, to payments on our indebtedness, thereby reducing the availability of our cash flow and such proceeds to fund working capital, capital expenditures and for other general corporate purposes.

In October 2012, we entered into a syndicated Credit Agreement, which was amended in November 2014 as well as in July 2017 (the "Amended 2012 Credit Agreement"). Our Amended 2012 Credit Agreement, the indentures relating to our senior notes (generally referred to as "Bonds" in this report and in our consolidated financial statements) and our accounts receivable securitization program (the "A/R Facility" or the "Accounts Receivable Facility") include covenants that require us to maintain certain financial ratios or meet other financial tests. Under our Amended 2012 Credit Agreement and the A/R Facility, we are obligated to maintain our consolidated leverage at or below an established maximum ratio of consolidated net funded debt to consolidated EBITDA ("Net Leverage Ratio") as these terms are defined in the respective financing agreements.

Our Amended 2012 Credit Agreement and the indentures related to our Bonds include other covenants which, among other things, restrict or could have the effect of restricting our ability to dispose of assets, incur debt, pay dividends and other restricted payments, create liens or make investments or acquisitions. These covenants may otherwise limit our activities. The breach of any of the covenants could result in a default and acceleration of the indebtedness under the credit agreement or the indentures, which could, in turn, create additional defaults and acceleration of the indebtedness under the agreements relating to our

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other long-term indebtedness which would have an adverse effect on our business, financial condition and results of operations.

Fresenius SE owns 100% of the shares in the General Partner of our Company and is able to exercise management control of FMC-AG & Co. KGaA.

Fresenius SE owns 30.75% of our outstanding shares, excluding treasury shares that we held, as of February 11, 2019. Fresenius SE also owns 100% of the outstanding shares of Management AG, the General Partner of the Company. As the sole shareholder of the General Partner, Fresenius SE has the sole right to elect the supervisory board of the General Partner which, in turn, appoints the General Partner's Management Board. The Management Board of the General Partner is responsible for the management of the Company. Through its ownership of the General Partner, Fresenius SE is able to exercise de facto management control of FMC-AG & Co. KGaA, even though it owns less than a majority of our outstanding voting shares. Such de facto control limits public shareholder influence on management of the Company and precludes a takeover or change of control of the Company without Fresenius SE's consent, either or both of which could adversely affect the price of our shares. Our Articles of Association require that the General Partner or a parent company of the General Partner hold more than 25% of our share capital. The Articles of Association also provide that the General Partner ceases to be the general partner if the shares of the General Partner are acquired by a person who does not make an offer to acquire the shares of the Company's other shareholders within three months of the acquisition of the General Partner. In either case, the necessity for such a significant investment in connection with an acquisition of the General Partner could also discourage or preclude a change of control through acquisition of the General Partner, which also could adversely affect the price of our shares.

Because we are not organized under U.S. law, we are subject to certain less detailed disclosure requirements under U.S. federal securities laws, and we are exempt from most of the governance rules of the New York Stock Exchange.

Under the pooling agreement that we have entered into for the benefit of public holders of our shares (including, in each case, holders of American Depositary Receipts representing beneficial ownership of such shares), we have agreed to file quarterly reports with the SEC and to file information with the SEC with respect to annual and general meetings of our shareholders. As of June 2016, the pooling agreement provides that we may prepare such financial statements in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") or IFRS and, commencing with our report for the first quarter of 2017, we prepare our quarterly and annual financial statements in accordance with IFRS with the euro as our reporting currency. The pooling agreement also requires that the supervisory board of Management AG, our General Partner, include at least two members who do not have any substantial business or professional relationship with Fresenius SE, Management AG or FMC-AG & Co. KGaA and its affiliates and requires the consent of those independent directors (currently, Mr. Rolf A. Classon and Mr. William P. Johnston, to certain transactions between us and Fresenius SE and its affiliates.

We are a "foreign private issuer," as defined in the SEC's regulations, and consequently we are not subject to all of the same disclosure requirements applicable to domestic companies. We are exempt from the SEC's proxy rules, and our annual reports contain less detailed disclosure than reports of domestic issuers regarding such matters as management, executive compensation and outstanding options, beneficial ownership of our securities and certain related party transactions. Also, our officers, directors and beneficial owners of more than 10% of our equity securities are exempt from the reporting requirements and short – swing profit recovery provisions of Section 16 of the Exchange Act. We are also generally exempt from most of the governance rules applicable to companies listed on the New York Stock Exchange ("NYSE"), including the requirement that our board have a majority of independent directors (as defined in those rules) and the obligation to maintain a compensation committee of independent directors. We are required to maintain an audit committee in accordance with Rule 10A – 3 under the Exchange Act and to provide annual (and, if required, quarterly) affirmations of our compliance. We must also disclose the significant ways in which the governance standards that we follow differ from those applicable to U.S. companies under the NYSE governance rules. Exemptions from many governance rules applicable to U.S. domestic issuers may adversely affect the market prices for our securities. See Item 16G, "Corporate governance."

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Item 4. Information on the Company

A. History and development of the Company

General

Fresenius Medical Care AG & Co. KGaA, is a partnership limited by shares ( Kommanditgesellschaft auf Aktien or "KGaA" ), formerly known as Fresenius Medical Care AG, a German stock corporation ( Aktiengesellschaft or "AG" ) organized under the laws of Germany.

The Company was originally incorporated on August 5, 1996 as a stock corporation and transformed into a partnership limited by shares upon registration on February 10, 2006. FMC-AG & Co. KGaA is registered with the commercial register of the local court ( Amtsgericht ) of Hof an der Saale, Germany, under the registration number HRB 4019. Our registered office ( Sitz ) is Hof an der Saale, Germany. Our registered business address is Else-Kröner-Strasse 1, 61352 Bad Homburg, Germany, telephone +49-6172-609-0.

History

On September 30, 1996, we completed a series of transactions to consummate an Agreement and Plan of Reorganization entered into on February 4, 1996 by Fresenius SE (then Fresenius AG) and W.R. Grace & Co. which we refer to as the "Merger" elsewhere in this report. Pursuant to that agreement, Fresenius SE contributed Fresenius Worldwide Dialysis, its global dialysis business, including its controlling interest in Fresenius USA, Inc., in exchange for 105,630,000 FMC-AG Ordinary Shares. Thereafter, we acquired:

•: all of the outstanding common stock of W.R. Grace & Co., whose sole business at the time of the transaction consisted of National Medical Care, Inc., its global dialysis business, in exchange for 94,080,000 Ordinary Shares; and
•: the publicly-held minority interest in Fresenius USA, Inc., in exchange for 10,290,000 Ordinary Shares.

On February 10, 2006, the Company completed the transformation of its legal form under German law as approved by its shareholders during the Extraordinary General Meeting ("EGM") held on August 30, 2005. Upon registration of the transformation of legal form in the commercial register of the local court in Hof an der Saale, on February 10, 2006, Fresenius Medical Care AG's legal form was changed from a German AG to a KGaA with the name Fresenius Medical Care AG & Co. KGaA. The Company as a KGaA is the same legal entity under German law, rather than a successor to the stock corporation. Management AG, a subsidiary of Fresenius SE, which was the majority voting shareholder of FMC-AG prior to the transformation, is the general partner of FMC-AG & Co. KGaA. Shareholders in FMC-AG & Co. KGaA participated in all economic respects, including profits and capital, to the same extent and with the same number of shares in FMC-AG & Co. KGaA as they held in FMC-AG prior to the transformation. Upon effectiveness of the transformation of legal form, the share capital of FMC-AG became the share capital of FMC-AG & Co. KGaA, and persons who were shareholders of FMC-AG became shareholders of the Company in its new legal form.

In March 2006, we completed the acquisition of Renal Care Group, Inc. ("RCG"), a Delaware corporation with principal offices in Nashville, Tennessee. RCG was the fourth largest dialysis care provider at the time of acquisition. RCG added additional clinics and services to our operations and continues to operate as a subsidiary. Please see Item 4C, "Information on the Company – Organizational structure."

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division, has changed its name into Vifor Pharma Ltd (St. Gallen, Switzerland), and continues to be our partner and 55% shareholder in VFMCRP. With VFMCRP, we have distribution arrangements for:


Venofer®	Ferinject®	Velphoro®
OsvaRen®	Phosphosorb®	Mircera®
Retacrit®	Vadadustat	Veltassa®
Avacopan (CCX-168)	CCX-140

For more information on our primary pharmaceutical licenses and distribution agreements. Please see Item 4B, "Information on the Company – Business overview – Renal pharmaceuticals."

In 2010, we acquired Asia Renal Care Ltd., the second largest dialysis and related services provider in the Asia-Pacific Region with more than 80 clinics treating about 5,300 patients, Kraevoy Nefrologocheskiy Centr, a private operator of dialysis clinics in Russia's Krasnodar region treating approximately 1,000 patients in 5 clinics, and Gambro AB's worldwide peritoneal dialysis business, serving over 4,000 patients in more than 25 countries.

In 2011, we acquired International Dialysis Centers, the dialysis service business of Euromedic International, with over 8,200 hemodialysis patients and 70 clinics in nine countries, principally in Central and Eastern Europe and, American Access Centers, which operates 28 free-standing vascular access centers, which provided us with critical mass in our vascular access business.

In 2012, we acquired 100% of the equity of Liberty Dialysis Holdings, Inc. ("Liberty Dialysis"), a Delaware corporation with principal offices in Mercer Island, Washington. Liberty Dialysis mainly provided dialysis services in the United States through the 263 clinics it operated.

In 2013, Spectra, our laboratory testing for others in the U.S., acquired Shiel Medical Laboratory ("Shiel"), a company providing comprehensive non-dialysis laboratory services in the New York-New Jersey metropolitan area. In December 2017, we divested Shiel to further optimize our Care Coordination portfolio. Spectra Laboratories is not affected by the divestiture.

In July 2014, we made an investment for a majority interest in Sound, a physician services organization focused on hospitalist, emergency, intensivist and post-acute care services, furthering our strategic investments and expanding the health care services we offer. In November 2014, Sound acquired Cogent Healthcare, expanding Sound to serve over 180 hospitals in 35 states with more than 1,750 providers, and in 2017, we increased our interest in Sound raising our majority interest to almost 100% during the first half of 2017. The investments broadened our experience in value-based care programs of those businesses and, following the successful application of this knowledge relevant for value-based programs and efficient patient coordination, on June 28, 2018, we divested our controlling interest in Sound to an investment consortium led by Summit Partners, L.P. The total transaction proceeds were $1,770,516 (€1,531,109), net of related tax payments. The pre-tax gain related to divestitures for Care Coordination activities was €809.003, which primarily related to this divestiture, the effect of the six-month impact from the increase in valuation of Sound's share based payment program, incentive compensation expense and other costs caused by the divestment of Sound.

In November 2016, we acquired Xenios AG, a medical technology company focusing on minimally invasive treatment of lung and cardiac failure ("Xenios").

In 2017, we acquired a majority stake in Cura Group ("Cura"), a leading operator of 19 private, day hospitals across Australia. We intend to strengthen our portfolio by scaling up to around 40 outpatient facilities in the Australian market.

In August 2017, we entered into a definitive agreement to acquire NxStage Medical, Inc. ("NxStage"), a leading medical technology company that develops, manufactures and markets an innovative product portfolio of medical devices for use in home dialysis and in the critical care setting. Consummation of the acquisition is conditioned on: (i) the absence of any governmental order or law preventing the merger or making the consummation of the merger illegal, (ii) receipt of regulatory approvals, including the expiration or termination of the applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and antitrust notification and approvals in Germany and (iii) other customary closing conditions. Thus far, we completed the clearance process as prescribed by the Federal Cartel Office in Germany in October of 2017 and have signed a consent order in the form prepared by the staff of the U.S. Federal Trade Commission's ("FTC") pursuant

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to which we would divest NxStage's bloodlines business to another health care company. On February 19, 2019, we received notice from the FTC that the FTC voted to accept the consent order we signed in December 2018, which will allow us to close our transaction with NxStage. We expect to close the transaction on February 21, 2019. Pursuant to the FTC consent order, we will be divesting the NxStage bloodlines business to B. Braun Medical.

In 2018, we announced a strategic global partnership and an equity investment for a payment of $150 M with the U.S. medical company Humacyte, Inc. ("Humacyte"). Humacyte carries out medical research and development on clinical and pre-clinical investigational products and has developed the human acellular blood vessel HUMACYL, which is currently being tested for use as a vascular access for hemodialysis patients and may prove more effective than conventional synthetic grafts and fistulas. Following product approval, we will receive exclusive global rights to commercialize HUMACYL, allowing us to offer patients with chronic kidney disease around the world a safer and more effective vascular access option including shorter catheter contact time.

Based upon the authorization granted by our AGM on May 12, 2016 to conduct a share buy-back program, we repurchased 431,000 shares, between May 28, 2018, and June 8, 2018, for an average weighted stock price of €86.37. On December 12, 2018, we retired 1,091,000 of treasury stock purchased between December 11, 2017, and December 21, 2017 and between May 28, 2018, and June 8, 2018 for an average weighted stock price of €87.23. See Note 17 of the notes to consolidated financial statements included in this report.

B. Business overview

Our business

We are the world's largest kidney dialysis company, based on publicly reported sales and number of patients treated. We provide dialysis care and related services to persons who suffer from ESRD as well as other health care services. We also develop and manufacture a wide variety of health care products, which includes dialysis and non-dialysis products. Our dialysis products include hemodialysis machines, peritoneal cyclers, dialyzers, peritoneal solutions, hemodialysis concentrates, solutions and granulates, bloodlines, renal pharmaceuticals and systems for water treatment. Our non-dialysis products include acute cardiopulmonary and apheresis products. We supply dialysis clinics we own, operate or manage with a broad range of products and also sell dialysis products to other dialysis service providers. We describe certain of our other health care services as "Care Coordination." Care Coordination currently includes, but is not limited to, the coordinated delivery of pharmacy services, vascular, cardiovascular and endovascular specialty services as well as ambulatory surgery center services, physician nephrology and cardiology services, health plan services, urgent care services and ambulant treatment services. Until June 28, 2018, Care Coordination also included the coordinated delivery of emergency, intensivist and hospitalist physician services as well as transitional care which we refer to as "hospital related physician

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services." All of these Care Coordination services together with dialysis care and related services represent our health care services. A summary representation of our services and products is as follows:

OUR PRODUCTS AND SERVICES

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The following table summarizes revenues for our North America Segment, EMEA Segment, Asia-Pacific Segment and our Latin America Segment in our major categories of activity, health care services and health care products for the three years ended December 31, 2018, 2017 and 2016.

Major categories of revenue

	2018		2017		2016
	(in € M)
Total
Health care services		13,264		14,532		13,506
Health care products		3,283		3,252		3,064

		16,547		17,784		16,570
North America Segment
Health care services		10,725		12,036		11,214
Health care products		845		843		816

		11,570		12,879		12,030
EMEA Segment
Health care services		1,274		1,237		1,169
Health care products		1,313		1,310		1,240

		2,587		2,547		2,409
Asia-Pacific Segment
Health care services		776		744		659
Health care products		913		879		815

		1,689		1,623		1,474
Latin America Segment
Health care services		489		515		464
Health care products		197		205		179

		686		720		643

We receive a substantial portion of our North America segment revenue from the U.S. Medicare program and other government sources. The following table provides information for the years ended December 31, 2018, 2017 and 2016 regarding the percentage of our U.S. patient service revenue included in our health care service revenue from: (a) the Medicare program, (b) private/alternative payors, such as commercial insurance and private funds, (c) Medicaid and other government sources and (d) hospitals.

U.S. patient service revenue

	Year ended December 31,
	2018			2017			2016
Medicare program		45.9	%		43.6	%		43.6	%
Private / alternative payors		41.8	%		41.8	%		43.2	%
Medicaid and other government sources		5.3	%		6.2	%		5.0	%
Hospitals		7.0	%		8.4	%		8.2	%

Total		100.0	%		100.0	%		100.0	%

Under the Medicare program, Medicare reimburses dialysis providers for the treatment of certain individuals who are diagnosed as having ESRD, regardless of age or financial circumstances. See "Regulatory and legal matters – Reimbursement."

Our services, products and business processes

ESRD is the stage of advanced chronic kidney disease characterized by the irreversible loss of kidney function and requires regular dialysis treatment or kidney transplantation to sustain life. A normally functioning human kidney removes waste products and excess water from the blood, which prevents toxin buildup, water overload and the eventual poisoning of the body. Most patients suffering from ESRD must rely on dialysis, which is the removal of toxic waste products and excess fluids from the body by artificial means. A number of conditions – diabetes, hypertension, glomerulonephritis and inherited diseases – can

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cause chronic kidney disease. The majority of people with ESRD acquire the disease as a complication of one or more of these primary conditions.

As a leading global healthcare company, we offer health care services and products in around 150 countries around the world with a focus on the following areas:

•: Hemodialysis – treatment in specialized clinics
•: Peritoneal dialysis – treatments largely administered by patients
•: Home hemodialysis – treatment administered by patients at home
•: Acute dialysis – in case of a sudden loss of renal function, typically in a hospital inpatient setting
•: Dialysis drugs – expanding our product range
•: Additional services under Care Coordination

Dialysis treatment options for ESRD

There are currently only two methods for treating ESRD: dialysis and kidney transplantation. At the end of 2018, about 4.1 M patients regularly underwent dialysis treatment or received an organ donation. For dialysis treatment, we distinguish between two types: hemodialysis ("HD") and peritoneal dialysis ("PD"). In HD, a hemodialysis machine controls the flow of blood from the patient, the blood is cleansed by means of a specially designed filter known as a dialyzer and then pumped back into the body. With PD, the patient introduces a dialysis solution into his or her abdominal cavity and the patient's peritoneum is used as a dialyzing membrane. We provide dialysis services and products for both therapy methods.

For many years now, the number of donated organs worldwide has been significantly lower than the number of patients on transplant waiting lists. Despite extensive efforts by regional initiatives to increase awareness of kidney donation and the willingness to donate, the share of patients receiving kidney transplantation compared with other treatment methods has remained relatively unchanged over the past ten years. Due to the scarcity of compatible kidneys for transplant, most patients suffering from ESRD rely on dialysis, as demonstrated in the following table:

Patients with chronic kidney failure

	December 31, 2018		% of
Patients with chronic kidney failure		4,148,000		100	%
of which patients with transplants		786,000		19	%
Of which dialysis patients		3,362,000		81	%
Hemodialysis		2,993,000		89	%
Peritoneal dialysis		369,000		11	%

The prevalence of chronic kidney failure varies between regions. There are several reasons for this variance:

•: The countries differ demographically, as age structures in the population vary worldwide.
•: The prevalence of risk factors for kidney disease, such as diabetes and high blood pressure, varies widely.
•: The genetic predisposition for kidney disease also differs significantly around the world.
•: Access to dialysis is still restricted in many countries, meaning that many patients suffering from chronic kidney failure are not treated and therefore do not appear in prevalence statistics.
•: Cultural factors such as nutrition play a role.

The number of dialysis patients rose by around 6% in 2018. The growth rate was lower in countries such as the U.S., Japan, and Western and Central Europe than in economically weaker regions, where it is generally above 6%.

In 2018, most dialysis patients were treated in one of approximately 43,200 dialysis centers worldwide, with an average of more than 75 patients per center. However, this figure varies considerably from country to country.

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Hemodialysis is by far the most common form of therapy for chronic kidney failure. A total of 89% of dialysis patients were treated in this way in 2018, mostly at dialysis centers. Home hemodialysis is an alternative to treatment at a dialysis center. Although adoption has been limited to date, the number of home hemodialysis patients is rising continuously. A total of 1% of all patients are currently treated in this way. In the year under review, 11% of all dialysis patients were treated with peritoneal dialysis, usually at home.

Hemodialysis. Hemodialysis removes toxins and excess fluids from the blood in a process in which the blood flows outside the body through plastic tubes known as bloodlines into a specially designed filter, called a dialyzer. The dialyzer separates waste products and excess water from the blood. Dialysis solution flowing through the dialyzer carries away the waste products and excess water, and supplements the blood with solutes which must be added due to renal failure. The treated blood is returned to the patient. The hemodialysis machine pumps blood, adds anti-coagulants, regulates the purification process and controls the mixing of dialysis solution and the rate of its flow through the system. This machine can also monitor and record the patient's vital signs.

The majority of hemodialysis patients receive treatment at outpatient dialysis clinics, such as ours, where hemodialysis treatments are administered with the assistance of a nurse or dialysis technician under the general supervision of a physician. Hemodialysis patients generally receive treatment three times per week, typically for three to five hours per treatment.

Peritoneal dialysis. Peritoneal dialysis removes toxins from the blood using the peritoneum, the membrane lining covering the internal organs located in the abdominal area, as a filter. Most peritoneal dialysis patients administer their own treatments in their own homes and workplaces, either by a treatment known as continuous ambulatory peritoneal dialysis ("CAPD"), or by a treatment known as continuous cycling peritoneal dialysis ("CCPD"), also called automated peritoneal dialysis ("APD"). In both of these treatments, a surgically implanted catheter provides access to the peritoneal cavity. Using this catheter, the patient introduces a sterile dialysis solution from a solution bag through a tube into the peritoneal cavity. The peritoneum operates as the filtering membrane and, after a specified dwell time, the solution is drained and disposed. A typical CAPD peritoneal dialysis program involves the introduction and disposal of dialysis solution four times a day. With CCPD, a machine pumps or "cycles" solution to and from the patient's peritoneal cavity while the patient sleeps. During the day, one and a half to two liters of dialysis solution remain in the abdominal cavity of the patient. The human peritoneum can be used as a dialyzer only for a limited period of time, ideally only if the kidneys are still functioning to some extent.

Dialysis services

We provide dialysis treatment and related laboratory and diagnostic services through our global network of 3,928 outpatient dialysis clinics in 2018 (3,752 outpatient dialysis clinics in 2017). At our clinics, we provide hemodialysis treatments at individual stations through the use of dialysis machines and disposable products. In hemodialysis treatment, a nurse connects the patient to the dialysis machine via bloodlines, and monitors the dialysis equipment and the patient's vital signs. The capacity of a clinic is a function of the number of stations and additional factors such as type of treatment, patient requirements, length of time per treatment, and local operating practices and ordinances regulating hours of operation.

As part of the dialysis therapy, we provide a variety of services to ESRD patients at our dialysis clinics in the U.S. These services include administering erythropoietin stimulating agents ("ESAs"), which are synthetic engineered hormones that stimulate the production of red blood cells. ESAs are used to treat anemia, a medical complication that ESRD patients frequently experience. We administer ESAs to most of our patients in the U.S. ESAs have historically constituted a material portion of our overall costs of treating our ESRD patients.

Our clinics also offer services for home dialysis patients, the majority of whom receive PD dialysis treatment. For these patients, we provide materials, training and patient support services, including clinical monitoring, follow-up assistance and arranging for delivery of the supplies to the patient's residence. (See "– Regulatory and legal matters – Reimbursement – U.S." for a discussion of the ESRD PPS and billing for these products and services.)

We also provide dialysis services under contract to hospitals in the U.S. on an "as needed" basis for hospitalized ESRD patients and for patients suffering from acute kidney failure. Acute kidney failure can result from trauma, or similar causes, and requires dialysis until the patient's kidneys recover their normal function. We provide services to these patients either at their bedside, using portable dialysis equipment, or

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at the hospital's dialysis site. Contracts with hospitals provide for payment at negotiated rates that are generally higher than the Medicare reimbursement rates for chronic in-clinic outpatient treatments.

Dialysis products

Based on internal estimates prepared using our MCS (see "Major markets and competitive position," below), publicly available market data and our data of significant competitors, we are the world's largest manufacturer and distributor of equipment and related products for hemodialysis and the second largest manufacturer and distributer of peritoneal dialysis products, measured by publicly reported revenues. We sell our health care products to customers in around 150 countries and we also use them in our own health care service operations. Most of our customers are dialysis clinics. For the year 2018, dialysis products accounted for 20% of our total revenue.

We produce and distribute a wide range of machines and disposables for HD, PD and acute dialysis. The following table shows the breakdown of our dialysis product revenues into sales of HD products, PD dialysis products and other dialysis products. The following amounts exclude intercompany product sales:

Dialysis product revenue

	Year ended December 31,
	2018					2017					2016
	Total product revenues		% of total			Total product revenues		% of total			Total product revenues		% of total
	(in € M)
Hemodialysis products		2,670		81	%		2,649		81	%		2,521		82	%
Peritoneal dialysis products		353		11	%		368		11	%		348		11	%
Other		260		8	%		235		7	%		195		6	%

Total		3,283		100	%		3,252		100	%		3,064		100	%

Hemodialysis machines

Our advanced line of hemodialysis machines includes four series: 2008, 4008, 5008 and 6008. We developed the 4008 and 5008 Series for our markets outside of North America and the 2008 Series for the North American market. In 2016, we introduced the 6008 Series with the launch of our 6008 CAREsystem.

In January 2019, we launched the 4008A dialysis machine which was designed to meet the needs of emerging markets. With the launch of the 4008A, we aim to improve the accessibility to life-sustaining dialysis treatment for ESRD patients in these countries. The 4008A dialysis machine incorporates our high-quality therapy standards while minimizing costs for health care systems and has been deployed primarily in India with further access in other countries across the Asia-Pacific region to follow.

The machines produced within these four series are set forth below:

Our various models of these machine series utilize our latest research and development efforts to improve the dialysis process in order to gain further time for patient care. Examples of these improvements include the addition of Clinical Data eXchange™ ("CDX"), which allows the clinician to access Medical Information System ("MIS") data directly from the dialysis station. In addition, the 2008K@home Wet Alert option provides a wireless wetness detector for the identification of blood leakage during dialysis.

Other features of our range of dialysis machines include:

•: Volumetric dialysate balancing and ultrafiltration control system
•: Compatibility with all manufacturers' dialyzers and a variety of bloodlines and dialysis solutions
•: Modular design

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•: Sophisticated microprocessor controls, touch screen interfaces, displays and/or readout panels that are adaptable to local language requirements
•: Auto Flow and Idle mode enable dialysate savings
•: Battery backup which continues operations of the blood circuit and all protective systems up to 20 minutes following a power failure
•: Online clearance monitor with the measurement of dialyzer clearance for quality assurance with On-Line Clearance monitoring
•: CDX, which eliminates the loss of valuable treatment space allocated to MIS systems and carts
•: bi b ag® Online Dry Bicarbonate Concentrate system, which produces bicarbonate concentrate directly in the machine eliminating the need for liquid bicarbonate jugs or a central bicarbonate system
•: Online data collection capabilities and computer interfacing with our Therapy Data Management System and/or medical information systems
•: Monitoring and assessment of prescribed therapy
•: Capability to connect a large number of hemodialysis machines and peripheral devices, such as patient scales, blood chemistry analyzers and blood pressure monitors, to a computer network
•: Entry of nursing records automatically at bedside
•: Adaptability to new data processing devices and trends
•: Performance of home hemodialysis with remote monitoring by a staff caregiver
•: Recording and analysis of trends in medical outcome factors in hemodialysis patients.

Dialyzers

Dialyzers are specialized filters that remove waste products, toxins and excess water from the blood during dialysis. We estimate that we are the leading worldwide producer of polysulfone dialyzers. We manufacture our F-Series and premium FX class® series of dialyzers including our Hemoflow and Optiflux® Series, the leading dialyzer brand in the US. Our Fresenius Polysulfone® and Helixone® membranes are produced from highly biocompatible synthetic materials. For example, the Helixone® plus membrane used in our FX CorDiax dialyzer selectively filters out toxins such as phosphates to reduce the risk of cardiovascular diseases.

We offer a full line of home dialysis therapy, products, services and solutions for CAPD, APD and HHD treatments.

CAPD Therapy: The stay•safe® system has been specifically designed to help patients with their daily self-care CAPD treatment in a safe and convenient way.

Our PD fluid portfolio has a wide range of advantages for patients including:

•: Fewer possibilities for touch contamination. Our unique PIN and DISC technology simplifies the fluid exchange and minimizes the risk of infection, particularly in the disconnection step in which the stay•safe ® patient connector is closed automatically without any direct touch intervention.
•: Optimal biocompatibility. For many years now, the number of donated organs worldwide has been significantly lower than the number of patients on transplant waiting lists. Despite extensive efforts by regional initiatives to increase awareness of kidney donation and the willingness to donate, the share of patients receiving kidney transplantation compared with other treatment methods has remained relatively unchanged over the past ten years. Outside of the North America Segment, our PD stay•safe ® balance and stay•safe ® bicaVera® solutions are pH neutral and have ultra-low glucose degradation product contents reducing the advanced glycation end-product ("AGE") formation and aiming for better preservation of the peritoneal membrane and allowing for the protection of residual renal function of PD patients.
•: Environmentally friendly material: Outside of the North America Segment, our stay•safe ® system is made of Biofine®, a material developed by Fresenius, which is PVC free and requires less energy to manufacture, generates less waste and is easy to recycle.

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APD therapy: The effectiveness of APD therapy depends on the solution dwell time in the abdomen, the composition of the solution used, the volume of solution and the duration of the treatment, usually 8 - 10 hours. APD using our product line, which includes our sleep•safe cycler , sleep•safe harmony cycler and Liberty® cycler, offers many benefits to PD patients:

•: Improved quality of life. The patient is treated at night which can enable a more normal life during the day without fluid exchange every few hours.
•: Improved adequacy of dialysis. By adjusting the parameters of treatment, it is possible to provide more dialysis to the patient compared to CAPD therapy. This therapy offers important options to physicians such as improving the delivered dose of dialysis for certain patients.
•: Personalized APD. Adapted APD with the sleep•safe cycler and sleep•safe harmony cyclers allow patients to be treated using a modified version of APD where short dwell times with small fill volumes are used first to promote ultrafiltration and subsequently longer dwell times and larger fill volumes promote the removal of uremic toxins from the blood. In addition, our newest upgrade to the Liberty cycler, Liberty Select , offers many enhancements for a better patient experience, including the ability to customize the therapy to individual patient needs.
•: Patient management software: We have developed specific patient management software tools to support both CAPD and APD therapies in the different regions of the world. These include: PatientOnLine, IQsystem® and Pack-PD®. In North America, the Liberty® cycler now offers a modem to our clinics, which allows clinicians to review the home patient's treatment daily in their electronic medical record system. These tools can be used by physicians and nurses to design and monitor treatment protocols thus ensuring that therapy is optimized and that patient care is maximized. In addition, a new easy to navigate Prescription Calculator is now available as an educational tool to assist nephrologists in designing prescriptions for their patients.

Acute dialysis products

Acute dialysis is aimed to provide a full portfolio of proven blood purification therapies for critically ill patients with Acute Kidney Injury ("AKI"). Our goal is to provide therapies supporting the native dysfunction organ, easy to operate and with a high degree of safety. Our technology and services are based on long experience and know-how gained in providing dialysis products and services to chronic end-stage renal disease patients.

Other Dialysis Products

We manufacture and/or distribute arterial, venous, single needle and pediatric bloodlines. We produce both liquid and dry dialysate concentrates. Liquid dialysate concentrate is mixed with purified water by the hemodialysis machine to produce dialysis solution, which removes the toxins and excess water from the patient's blood during dialysis. Dry concentrate, developed more recently, is less labor-intensive to use, requires less storage space and may be less prone to bacterial growth than liquid solutions. We also produce dialysis solutions in bags, including solutions for priming and rinsing hemodialysis bloodlines, as well as connection systems for central concentrate supplies and devices for mixing dialysis solutions and supplying them to hemodialysis machines. Other products include solutions for disinfecting and decalcifying hemodialysis machines, fistula needles, hemodialysis catheters, and products for acute renal treatment.

Non-dialysis products

Therapeutic apheresis: Within our portfolio of therapeutic apheresis products, we offer extracorporeal therapy options for patients who cannot be sufficiently treated through conventional pharmaceutical regimens, including the removal of metabolic products, toxins, autoantibodies and immunocomplexes. This therapy uses selective adsorbers and filters for the cleaning of blood or plasma compartments.

Liver support therapy: With Prometheus®, we offer a combinational system of dialysis modality and plasma apheresis to clean the blood from soluble and non-soluble toxins arising in the context of acute liver failure.

Extracorporeal lung and heart assist therapies: In December 2016, we acquired Xenios, a company which focuses on research and innovation of products and therapies for the indicators of acute respiratory distress syndrome, chronic obstructive pulmonary disease and cardiogenic shock. The products and

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therapies using extracorporeal gas exchange allow the lung time to rest and heal. This is accomplished through the interventional lung assist, which provides a range of support from partial CO2 removal to full oxygenation and supports, prevents or replaces the need for mechanical ventilation.

Renal pharmaceuticals

We continue to develop, acquire and in-license renal pharmaceuticals to improve dialysis treatment for our patients. Below are the primary renal pharmaceuticals we have developed or for which we have obtained licenses for use:

PhosLo®

In November 2006, we acquired PhosLo®, a calcium-based phosphate binder. Phosphate binders keep phosphorus levels in ESRD patients in a healthy range by preventing the body from absorbing phosphorus from foods and assisting the passing of excess phosphorous out of the body. We have received approval of PhosLo® in selected European countries. In October 2008, a competitive generic phosphate binder was introduced in the U.S. market, which reduced our PhosLo® sales in 2009. In October 2009, we launched an authorized generic version of PhosLo® to compete in the generic calcium acetate market. In April 2011, the FDA approved our New Drug Application (NDA) for Phoslyra®, a liquid formulation of PhosLo®. We continue to commercialize the authorized generic version of calcium acetate as well as Phoslyra® in the U.S. market.

Venofer® and Ferinject®

In 2008, we entered into two separate and independent license and distribution agreements, one for certain countries in Europe and the Middle East (with Vifor Pharma Ltd (formerly known as Galenica AG)) and one for the U.S. (with American Regent, Inc. (formerly Luitpold Pharmaceuticals Inc.)), to market and distribute intravenous iron products, such as Venofer® (iron sucrose) and Ferinject® (ferric carboxymaltose) outside of the U.S. Both drugs are used to treat iron deficiency anemia experienced by non-dialysis CKD (chronic kidney disease) patients as well as dialysis patients. Venofer® is the leading intravenous iron product worldwide. The first agreement concerns all commercialization activities for these intravenous iron products in the field of dialysis and became effective on January 1, 2009. In North America, a separate license agreement effective November 1, 2008, provides our subsidiary Fresenius USA Manufacturing Inc. ("FUSA") with exclusive rights to manufacture and distribute Venofer® to freestanding (non-hospital based) U.S. dialysis facilities and, in addition, grants FUSA similar rights for certain new formulations of the drug. The U.S. license agreement has a term of ten years and includes FUSA extension options. The North American agreement with American Regent was renegotiated in 2018 and the new agreement is effective through December 2023. The international agreement which had a term of 20 years was terminated in 2010 as a consequence of the establishment of VFMCRP.

In December 2010, we announced the expansion of our agreements with Vifor Pharma by forming a new renal pharmaceutical company, VFMCRP, with the intention to develop and distribute products to treat iron deficiency anemia and bone mineral metabolism for pre-dialysis and dialysis patients. FMC-AG & Co. KGaA owns 45% of the company, which is headquartered in Switzerland. Vifor Pharma contributed licenses (or the commercial benefit in the U.S.) to its Venofer® and Ferinject® products for use in the dialysis and pre-dialysis market (CKD stages III to V). Vifor Pharma and its existing key affiliates or partners retain the responsibility for commercialization of both products outside the renal field.

Velphoro®

As part of the agreement to create VFMCRP, Vifor Pharma also contributed to the new company the asset (excluding Japan) Velphoro®, a novel iron-based phosphate binder. Fresenius Medical Care North America ("FMCNA") markets the product on behalf of VFMCRP in the U.S. and commercial sales of Velphoro® commenced in the first quarter of 2014 in the U.S. market. The product for the U.S. market is supplied by an FDA-approved Vifor Pharma manufacturing facility in Switzerland and an FDA-approved contract manufacturer also located in Switzerland. Velphoro® has also been approved in Europe via the central approval process and has been commercially launched in Germany, the United Kingdom, Sweden, Denmark, the Netherlands, Belgium and Switzerland. Velphoro® has also been approved in France, Italy and Spain. The VFMCRP partner Kissei also received approval from the Ministry of Health, Labour and Welfare in Japan during 2015 for the product which is marketed in Japan under the brand name P-TOL.

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OsvaRen® and Phosphosorb®

In June 2015, we further developed our joint company, VFMCRP, with Vifor Pharma. In addition to the iron replacement products Ferinject® and Venofer® for use in nephrology indications as well as the phosphate binder Velphoro® in our shared product portfolio, VFMCRP acquired nephrology medicines commercialized by us, including the phosphate binders OsvaRen® and Phosphosorb®. The transfer of the marketing rights was largely completed during the fourth quarter of 2015, allowing the joint company to further develop its sales and marketing in key European markets. For more information on the transfer please see note 5 in the notes to the consolidated financial statements included in this report.

Care Coordination

Care Coordination activities within in the United States include (or, where described below, included until the specified dates), but are not limited to, the following services:

Pharmacy Services

We offer pharmacy services, mainly in the U.S. These services include providing renal medications and supplies to the homes of patients or to their dialysis clinic directly from renal pharmacists who are specially trained in treating and counseling patients living with kidney disease.

Vascular, cardiovascular and endovascular specialty services as well as ambulatory surgery center services

We operate vascular access centers, mainly in the U.S., as well as develop, own and manage specialty outpatient surgery centers for vascular care. A patient receiving hemodialysis must have a vascular access site to enable blood to flow to a dialysis machine for cleansing and to return the newly cleaned blood to the body. Our centers create and coordinate the maintenance of these vascular access sites, helping to ensure maturation before use and good flow of blood. Additionally, our vascular access services provide both cardiovascular and endovascular specialty services. Cardiovascular procedures are similar to the setting of care and scope of services for vascular access procedures discussed above with a focus on treatment for heart disease, while endovascular surgical procedures are minimally invasive and designed to access many regions of the body via major and peripheral blood vessels and assist in both the maintenance of hemodialysis accesses and treatment of peripheral artery disease.

Hospitalist, emergency and intensivist services (divested)

Prior to June 28, 2018, when we divested our interest in Sound, we employed physicians providing care in hospitals and post-acute care centers. These services utilized a consistent, patient-centered approach that relied on experienced physician leadership and a web-based workflow platform. We also provided intensivist services, which focused on the general medical care of hospitalized patients and the care of critically ill patients, usually in the intensive care unit, and the care of patients in post-acute centers.

Health plan services

We are continuing to expand our activities in value-based health care contracting. Value-based contracting includes shared savings arrangements in which private payors or government programs share the savings from reductions in the overall medical spend of a population under management assuming that certain quality thresholds are also met. Such contracting also includes capitated arrangements in which private payors or government programs pay us a fixed amount per member under management to fund beneficiary medical expenses. Since capitation arrangements often can be recognized as premium revenue and the full medical premium for ESRD beneficiaries generally is very large, capitation programs can drive significant revenue and, when costs are effectively managed, profit opportunities. We currently participate in the following value-based programs:

•: Under CMS's Comprehensive ESRD Care Model (the "Model"), dialysis providers and physicians can form entities known as ESRD Seamless Care Organizations, or "ESCOs," as part of a new payment and care delivery model that seeks to deliver better health outcomes for Medicare ESRD patients while lowering CMS' costs. Following our initial participation in six ESCOs, we are presently participating in the Model through 24 ESCOs formed at our dialysis facilities. ESCOs that achieve the program's minimum quality thresholds and generate reductions in CMS' cost of care above certain thresholds for the ESRD patients covered by the ESCO will receive a share of the cost savings, which is adjusted based on the ESCO's performance on certain

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quality metrics. ESCOs that include dialysis chains with more than 200 facilities are required to share in the risk of cost increases and to reimburse CMS a share of any such increases if actual costs rise above set thresholds. The number of patients participating in our ESCOs increased from approximately 41,000 as of January 1, 2018 to approximately 46,000 as of January 1, 2019.

In November 2017, we announced the results from the first performance year from our ESCOs. The results, which cover the period from October 2015 through December 2016, show improved health outcomes for patients receiving coordinated care through the ESCOs. This success was validated by an independent report, which showed a nearly 9 percent decrease in hospitalization rates for these patients during the same time. As a result, the Company's ESCOs together generated more than $43 M in gross savings, an average 5.47% reduction in expenditures per patient, with all six of its first-year ESCOs exceeding the shared savings benchmark. Final performance year settlement reports have not yet been provided by CMS to finalize ESCO performance results for 2017.

•: BPCI is a CMS pilot initiative, extended through September 30, 2018, with bundled payments for the individual services furnished to Medicare beneficiaries during a single episode of illness or course of treatment, including acute inpatient hospital services, physician services, and post-acute services. We commenced participation in several markets under the BPCI in April 2015 through our majority-owned subsidiary, Sound. On June 28, 2018, we divested our controlling interest in Sound. See note 4 c) of the notes to consolidated financial statements included in this report. Under the BPCI, we had the ability to receive additional payments if we were able to deliver quality care at a cost that was lower than certain established benchmarks, but also had the risk of incurring financial penalties if we were unsuccessful in doing so.
•: We provided MA-CSNP products in five states until December 31, 2018. MA-CSNPs are Medicare health plans offered by private companies that contract with Medicare to provide Medicare benefits to special needs individuals with specific severe or disabling chronic conditions such as ESRD, with a focus on improving the coordination of care. As a MA-CSNP, we provided health care services and Part D prescription drug coverage as well as received set payments from CMS for the complete care of ESRD patients who enrolled in our MA-CSNP. For each MA-CSNP, we managed medical costs through underwriting criteria, product design, negotiation of favorable provider contracts and care management programs. Total medical costs were affected by the number of individual services rendered, the cost of each service and the type of service rendered. Our revenue on Medicare advantage policies was based on CMS' premiums set for ESRD beneficiaries, based on the average cost of similar beneficiaries in the Medicare program. The benefits, and projected medical costs, of these plans were submitted to CMS in June the year before the contract year Bid.
•: We have also entered into sub-capitation and other risk-based and value-based arrangements with certain payors to provide care to commercial and Medicare Advantage ESRD patients. Under these arrangements, a baseline per patient per month amount is established. If we provide complete care for less than the baseline, we retain the difference. If the cost of complete care exceeds the baseline, we may owe the payor the difference.

Urgent care services

We operate walk-in clinics focusing on the delivery of ambulatory care in a dedicated medical facility outside of a traditional emergency room. Urgent care centers serve patients with a variety of injuries and illnesses requiring immediate care, but not serious enough to require an emergency room visit. In addition to injury and illnesses treatment, our urgent care centers also provide physicals, occupational medicine services, pre-operative exams and vaccinations.

Physician nephrology and cardiology services

We manage and operate nephrology and cardiology physician practices in the United States.

Care Coordination activities outside the United States:

Ambulant treatment services

In 2017, we acquired a majority stake in Cura, a leading operator of day hospitals in Australia.

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Additionally, we have care coordination activities in other parts of Asia. These services in Asia- Pacific include ambulant treatment services in day care hospitals where we provide treatment infrastructure, comprehensive and specialized health check-ups, inpatient and outpatient services, vascular access and other chronic treatment services.

For additional information regarding Care Coordination, see Item 4 – Information on the Company – Regulatory and legal matters – Reimbursement – U.S., and Item 5 – Operating and financial review and prospects – I. Performance management system – Business metrics for Care Coordination. See also Item 3 – Risks relating to our business – If we fail to estimate, price for and manage our medical costs in an effective manner, the profitability of our value-based products and services could decline and could materially and adversely affect our results of operations, financial position and cash flows,

Major markets and competitive position

To obtain and manage information on the status and development of global, regional and national markets we have developed our Market & Competitor Survey, or MCS. We use the MCS within the Company as a tool to collect, analyze and communicate current and essential information on the dialysis market, developing trends, our market position and those of our competitors. Country-by-country surveys are performed at the end of each calendar year which focus on the total number of patients treated for ESRD, the treatment modality selected, products used, treatment location and the structure of ESRD patient care providers. The survey has been refined since inception to facilitate access to more detailed information and to reflect changes in the development of therapies and products as well as changes to the structure of our competitive environment. The questionnaires are distributed to professionals in the field of dialysis who are in a position to provide ESRD-relevant country specific information themselves or who can coordinate appropriate input from contacts with the relevant know-how in each country. The surveys are then centrally validated and checked for consistency by cross-referencing them with the most recent sources of national ESRD information (e.g. registry data or publications if available) and with the results of surveys performed in previous years. All information received is consolidated at a global and regional level and analyzed and reported together with publicly available information published by our competitors. While we believe the information contained in our surveys and competitor publications to be reliable, we have not independently verified the data or any assumptions from which our MCS is derived or on which the estimates they contain are based, and we do not make any representation as to the accuracy of such information. Except as otherwise specified herein, all patient and market data in this report have been derived using our MCS.

We estimate that the volume of the global dialysis market was €71 billion in 2018 (€70 billion in 2017) comprising approximately €13 billion of dialysis products and approximately €58 billion of dialysis services (including administration of dialysis drugs). The currency-adjusted growth rate amounted to 4% during the last year.

We are the world's leading provider of dialysis services with a market share of approximately 10% of the global dialysis patient population through treating 333,331 of the approximately 3.4 M dialysis patients worldwide. The segment breakdown according to patients treated is below:

Source: Company data and estimates

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Dialysis products we made for use in our own dialysis centers or for sale to third-party customers accounted for a market share of 35% in 2018 (2017: 35%). We are also the global market leader for dialysis products. In the case of hemodialysis products, we had a 39% share of the global market (2017: 39%) and are also the leader in this field.

Dialyzers for hemodialysis are the largest product group in the dialysis market with a worldwide sales volume of over 330 M units in 2018. Around 150 M (around 45%) of these we made, giving us by far the biggest market share. Hemodialysis machines constitute another key component of our product business. Here, too, we are the market leader. Of the 97,000 machines installed in 2018, according to estimates, around 50,000, or more than 50% (2017: more than 50%), we produced.

Furthermore, we hold a strong position in the market for peritoneal dialysis products: Around 17% (2017: around 17%) of all peritoneal dialysis patients use products we made.

We are also the global leader in dialysis care, serving about 10% of all dialysis patients. The market for dialysis care services in the United States is already highly consolidated. We treat around 38% of all dialysis patients in the United States.

Our competitive environment is described in more detail below:

Health Care Services. We operate in a competitive, international market environment and are, therefore, subject to certain trends, risks and uncertainties that could cause actual results to differ from our projected results. The major trends affecting the markets in which we operate are: the aging population and increased life expectancies, shortage of donor organs for kidney transplants, and increasing incidence and better treatment of and survival of patients with diabetes and hypertension, which frequently precede the onset of ESRD, all of which contribute to patient growth;

•: improvements in treatment quality, which prolong patient life;
•: stronger demand for innovative products and therapies;
•: advances in medical technology;
•: ongoing cost-containment efforts and ongoing pressure to decrease healthcare costs, resulting in limited reimbursement rate increases; and
•: reimbursement for the majority of treatments by governmental institutions, such as Medicare and Medicaid in the U.S.

In the emerging markets additional trends are:

•: increasing national incomes and hence higher spending on health care;
•: improving standards of living in developing countries, which make life-saving dialysis treatment available;
•: consolidation of providers (e.g. hospital chains);
•: consolidation of healthcare insurers with pricing pressure on providers; and
•: privatization of healthcare providers.

The following are our largest competitors in the dialysis services industry:

North America Segment	EMEA Segment	Asia-Pacific Segment	Latin America Segment


DaVita, Inc.	Diaverum S.à r.l.	B. Braun Melsungen AG	Baxter International Inc.
U.S. Renal Care, Inc.	B. Braun Melsungen AG	Nephrocare Health Services Private Limited (NephroPlus)	DaVita, Inc.
			Diaverum S.à r.l.

U.S. government programs are the primary source of reimbursement for services to the majority of U.S. patients and, as such, competition for patients in the U.S. is based primarily on quality and accessibility of service and the ability to obtain admissions from physicians with privileges at the facilities. However, the extension of periods during which commercial insurers are primarily responsible for reimbursement and the growth of managed care have placed greater emphasis on service costs for patients insured with private insurance.

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In most countries other than the U.S., we compete primarily against individual freestanding clinics and hospital-based clinics. In many of these countries, especially the developed countries, governments directly or indirectly regulate prices and the opening of new clinics. Providers compete in all countries primarily on the basis of quality and availability of service and the development and maintenance of relationships with referring physicians.

Laboratory Services: Spectra, our dialysis laboratory subsidiary, competes in the U.S. with large nationwide laboratories, dedicated dialysis laboratories and numerous local and regional laboratories, including hospital laboratories. In the laboratory services market, companies compete on the basis of performance, including quality of laboratory testing, timeliness of reporting test results and cost-effectiveness. We believe that our services are competitive in these areas.

Products: We compete globally in the product market which is largely segmented between hemodialysis and peritoneal dialysis. Our competitors include:

•: Baxter International Inc.
•: Asahi Kasei Medical Corporation
•: Medtronic Plc.
•: B. Braun Melsungen AG
•: Nipro Corporation
•: Nikkiso Co., Ltd.
•: NxStage Medical, Inc.
•: Terumo Corporation
•: Kawasumi Laboratories Incorporated
•: Fuso Pharmaceuticals Industries Ltd., and
•: Toray Industries, Inc.

We have invested significantly in developing proprietary processes, technologies and manufacturing equipment which we believe provide a competitive advantage in manufacturing our products.

Our strategy and competitive strengths

"Fresenius Medical Care: Creating a future worth living. For patients. Worldwide. Every day." This vision guides us in our efforts to give our patients around the world a better life by offering them high-quality products and outstanding health care. It is based on our core values: collaborative, proactive, reliable, excellent.

Strategic core competencies

Fresenius Medical Care aims to further consolidate its expertise as the world's largest provider of top-quality dialysis treatments and health care products and to apply them as a basis for sustainable, profitable growth. Moreover, by expanding our range of medical services in the area of Care Coordination, our goal is to provide holistic care and improve outcomes for patients as well as payors while increasing Fresenius Medical Care's corporate value in the long term. Our strategic plan is based on four core competencies that will support us in the years to come:

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•: Innovating products

Developing innovative products to achieve even better outcomes for our patients is an inherent part of our strategy of sustainable, profitable growth and bolsters our technology leadership position in dialysis. In addition, we strive to identify new business opportunities in value-added technologies and approaches on an ongoing basis, for example through our venture capital company Fresenius Medical Care Ventures.

•: Standardizing medical procedures

Our goal is to standardize medical treatments and clinical processes while continuing to ensure high-quality clinical outcomes. We provided around 50 M dialysis treatments worldwide in 2018. Consequently, we have one of the largest renal patient databases in the world. We intend to use this information to standardize medical setups, open new clinics and integrate acquired clinics based on proven and efficient concepts.

•: Coordinating patients efficiently

In an environment of growing patient numbers and changing health care systems, Fresenius Medical Care sees significant potential in providing value-based care. This approach focuses on selling solutions, providing holistic care and receiving outcome-based reimbursement rather than offering single products or services.

Depending on the type of health care network in which we participate, we coordinate the care of our patients with other providers including physicians and other health care facilities. We then use the accumulated patient information to create predictive analytics.

•: Operating outpatient facilities

By leveraging our experience gained in over 3,928 proprietary dialysis clinics in around 50 countries, we have the knowledge to operate and manage stand-alone outpatient clinics efficiently and capture economies of scale. We are continuously optimizing and modernizing our processes and administrative structures.

Global Efficiency Program

In 2017, we announced the second phase of our Global Efficiency Program ("GEP II"). The program's objectives are to identify and realize further efficiency potential and enhance our overall competitiveness. In 2018, we achieved 15% of the targeted sustained cost improvements, which is well ahead of the anticipated contribution of 10% for the year. Therefore, we increased the lower end of the expected range of sustained cost improvements to €150 M and now expect €150 M to €200 M per annum by 2020.

For more information, see "Item 5.VI, "Operating and financial review and prospects – Management's general assessment" below.

Customers, marketing, distribution and service

We sell most of our products to dialysis clinics, hospitals and specialized treatment clinics. Close interaction between our sales and marketing as well as research and development ("R&D") personnel enables us to integrate concepts and ideas that originate in the field into product development. We maintain a direct sales force of trained salespersons engaged in the sale of both hemodialysis and peritoneal dialysis products. Sales and Marketing engages in direct promotional efforts, including visits to physicians, clinical specialists, hospitals, clinics and dialysis clinics, and represents us at industry trade shows. Our clinical nurses provide clinical support, training and assistance to customers and assist our sales force. We offer customer service, training and education in the applicable local language, and technical support such as field service, repair shops, maintenance, and warranty regulation for each country in which we sell dialysis products.

In our basic distribution system, we ship products from factories to central warehouses which are frequently located near the factories. From these central warehouses, we distribute our dialysis products to regional warehouses. We also distribute home hemodialysis and peritoneal dialysis products to patients at home or their travel destination, and ship hemodialysis products directly to dialysis clinics and other customers. Additionally, local sales forces, independent distributors, dealers and sales agents sell all our products.

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Patient, physician and other relationships

We believe that our success in establishing and maintaining health care centers, both in the U.S. and in other countries, depends significantly on our ability to obtain the acceptance of and referrals from local physicians, hospitals and integrated care organizations. Our ability to provide high-quality dialysis care and to fulfill the requirements of patients and doctors depends significantly on our ability to enlist nephrologists for our dialysis clinics and receive referrals from nephrologists, hospitals and general practitioners.

Medicare program regulations rely on Conditions for Coverage rules for ESRD facilities which require that each dialysis clinic have a medical director who is responsible for overseeing the delivery of patient care and outcomes at the dialysis clinic. The medical director must be board-certified or board eligible in internal medicine or pediatrics, have completed a board-approved training program in nephrology and have at least twelve months of experience providing care to patients undergoing dialysis. We have engaged physicians or groups of physicians to serve as medical directors for our outpatient dialysis centers, home dialysis programs, and inpatient dialysis service relationships with hospitals. The compensation of our medical directors and other contracted physicians is negotiated individually and depends in general on local factors such as competition, the professional qualification of the physicians, the physicians' experience and tasks as well as the size and the offered services of the clinic. The total annual compensation of the medical directors and the other contracted physicians is stipulated at least one year in advance and the medical directors agree to seek to continue to improve quality, safety and efficiency. We believe that the compensation of our medical directors is consistent with the fair market value of their services.

Almost all contracts we enter into with our medical directors in the United States, as well as the typical contracts which we obtain when acquiring existing clinics, contain non-competition clauses concerning certain activities in defined areas for a defined period of time. These non-compete agreements restrict the physicians from owning or providing medical director services to other outpatient dialysis centers, but these clauses do not restrict the physicians from performing patient services directly at other locations/areas or referring patients to other facilities. We do not require physicians to send patients to us or to specific clinics.

In addition to our dialysis clinics, a number of our other health care centers employ or contract with physicians to provide professional services. We have financial relationships with these physicians in the form of compensation arrangements for the services rendered. These contractual arrangements are designed to comply with federal and state laws applicable to financial relationships with physicians, such as the Stark Law and the Anti-Kickback Statute.

A number of the dialysis clinics and other health care centers we operate are owned, or managed, by joint ventures in which we hold a controlling interest and one or more hospitals, physicians or physician practice groups hold a minority interest. We have granted holders of these minority interests put options under which we could be required to purchase all or part of the minority owners' non-controlling interests. See note 1a) of the notes to our audited consolidated financial statements included in this report. We also have agreements with physicians to provide management and administrative services at health care centers in which physicians or physician groups hold an ownership interest and agreements with physicians to provide professional services at such health care centers. Our relationships with physicians and other referral sources relating to these joint ventures must comply with the federal Anti-Kickback Statute and Stark Law. There is a safe harbor under the Anti-Kickback Statute for certain investment interests in small entities. Our joint ventures have been designed to comply with the federal Anti-Kickback Statute and Stark Law, but they do not satisfy all of the requirements for safe harbor protection. Failure to comply with a safe harbor does not render an arrangement illegal under the federal Anti-Kickback Statute and, therefore, physician joint ventures that fall outside the safe harbors are not, by definition, prohibited by law.

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Capital expenditures

We invested, by operating segment and Corporate, the gross amounts shown in the table below during the twelve-month periods ended December 31, 2018, 2017, and 2016.

Capital expenditures (gross)

	2018		2017		2016
	(in € M)
Capital expenditures for property, plant and equipment
North America Segment		529		505		514
EMEA Segment		153		126		115
Asia-Pacific Segment		44		41		35
Latin America Segment		28		38		33
Corporate		303		234		234

Total capital expenditures		1,057		944		931



Acquisitions and investments
North America Segment		769		339		334
EMEA Segment		98		65		379
Asia-Pacific Segment		21		262		20
Latin America Segment		44		8		13
Corporate		25		9		28

Total acquisitions and investments		957		683		774

For additional information regarding our capital expenditures, see Item 5.IV, "Operating and financial review and prospects – Financial position."

Acquisitions and investments

A significant factor in the growth in our revenue and operating earnings in prior years has been our ability to acquire healthcare businesses, particularly dialysis clinics, on reasonable terms. In the U.S., doctors might decide to sell their clinics to obtain relief from day-to-day administrative responsibilities and changing governmental regulations, to focus on patient care and to realize a return on their investment. Outside of the U.S., doctors might determine to sell to us and/or enter into joint ventures or other relationships with us to achieve the same goals and to gain a partner with extensive expertise in dialysis products and services. Privatization of health care in Eastern Europe and Asia could present additional acquisition opportunities. We believe we are also viewed as a valuable strategic health care partner outside the dialysis business due to our experience in managing chronic disease for dialysis patients and our record of improving quality and patient satisfaction and reducing the overall cost of care, and our leadership in advancing innovation and improvement in health care.

For a discussion of our 2018 and 2017 acquisitions and investments, see Item 5, "Operating and financial review and prospects – III. Financial position – Net cash provided by (used in) investing activities."

Procurement and production

We operate state-of-the-art production facilities worldwide to meet the demand for our dialysis products and other health care products. We have invested significantly in developing proprietary processes, technologies and manufacturing equipment which we believe provide a competitive advantage in manufacturing our products. Our strategically located production and distribution centers help to reduce transport costs.

We produce and assemble hemodialysis machines and CCPD cyclers in our Schweinfurt, Germany and our Concord, California facilities. We manufacture and assemble dialyzers and polysulfone membranes in our Ogden, U.S., St. Wendel, Germany, L'Arbresle, France, Vrsac, Serbia, Buzen, Japan and Changshu, China facilities and at production facilities of our joint venture in Japan. We manufacture hemodialysis concentrate at various facilities worldwide, including France, Germany, Great Britain, Spain, Turkey, Serbia, Argentina, Brazil, Colombia, Australia, Malaysia, Canada, Mexico and the U.S. We manufacture PD products in North America, Europe, Latin America, and Asia, with two of our largest plants for production of PD products in Germany and the U.S. Additionally, we produce bloodlines in Mexico, China, Italy, Turkey and Serbia. Our plant in Reynosa, Mexico is the world's largest (by volume) bloodline manufacturing facility.

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The Global Manufacturing and Quality ("GMQ") division manages all of Fresenius Medical Care's activities in purchasing of raw materials and semi-finished goods used in manufacturing activities, production including quality management, and distribution in North America. This centralized approach enables us to

•: continuously enhance the efficiency of our processes,
•: optimize cost structures,
•: improve returns on our capital invested in manufacturing,
•: respond more flexibly, and
•: fulfill our commitment to meeting high quality and safety standards.

With a focus on quality, costs and availability, GMQ has introduced a state-of-the-art infrastructure with corresponding efficient processes and systems in the last few years, as well as bundling and optimizing existing structures. All production sites follow the Lean Manufacturing approach which in North America and our Schweinfurt plant includes the "Lean Six Sigma" management system. The focus of Lean Manufacturing and Six Sigma is continuous improvement of all manufacturing processes to achieve a very low error rate resulting in better quality production while shortening manufacturing time. We have implemented our Integrated Management System ("IMS"), which fulfills ISO 9001:2015 for quality control in combination with ISO norm 14001:2015, in most of our European production sites. We have adopted timely the new ISO 9001:2015 and ISO 13485:2016. (See also "Regulatory and Legal Matters – Facilities and Operational Regulation" below). All of our production facilities have undergone annual ISO 13485 Quality Systems inspections, maintaining all certifications, with no major non-conformances affecting our established management system being noted. Our Quality Management System ("QMS") in the Latin America Segment has been established and implemented based upon local or international regulations. At a minimum, each country must comply with the local regulation which provides the specific certification for production. The QMS of each country is reviewed through periodic management review, internal and corporate audits. In the Asia-Pacific Segment, every plant for medical devices or pharmaceutical products has a local QMS that is either ISO 13485:2016 and/or ISO 9001:2015 certified. Where applicable, each plant also complies to the Medical Device Directive 93/42/EEC. As there are additional requirements on QMSs in most of the countries in the Asia-Pacific Segment for medical device or pharmaceutical manufacturing, additional requirements are based upon target markets and countries of production. All plants have successfully passed the annual ISO 13485/ISO 9001 QMS inspections for maintaining their required certifications.

Our procurement policy combines worldwide sourcing of high-quality materials with the establishment of long-term supplier relationships. Additionally, we carefully assess the reliability of all materials purchased to ensure that they comply with the rigorous quality and safety standards required for our dialysis products. We outsource only if we have confirmed that a supplier can meet or exceed our internal standards. An interactive information system connects all our global procurement activities to ensure standardized processes and constant monitoring of our projects.

We focus on further optimizing procurement logistics and reducing total purchasing costs. Supplemental raw material contracts for all manufacturers of semi-finished goods will enable us to improve purchasing terms for our complete network. We are continuously intensifying, where appropriate, our use of internet-based procurement tools to increase agility and global transparency. Our sophisticated routing software enables us to distribute our supplies to best accommodate customer requests while maintaining operational efficiency. Additionally, we have an automated replenishment control in our national warehouses that allows the warehouses to be refilled when their inventory reaches a preset defined minimum level and allows us to continue to improve our operational efficiency.

Quality assurance and quality management in dialysis care

Our clinics work in conformance with the generally accepted quality standards of the industry, particularly the Kidney Disease Outcomes Quality Initiative ("KDOQI") guidelines from the United States, the European Renal Best Practice standard ("ERBP") and increasingly, Kidney Disease: Improving Global Outcomes ("KDIGO"), an industry initiative for global clinical practice guidelines. Clinical data management systems are used to routinely collect certain medical parameters, which we evaluate in anonymized form in compliance with these guidelines.

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At each of our North America Segment dialysis clinics, a quality assurance committee is responsible for reviewing quality of care data, choosing local quality improvement projects and monitoring the progress towards achieving the quality targets which are informed by KDOQI, KDIGO and the Quality Agenda established by the FMCNA Medical Office. A rigorous scoring system, Clinical Quality Score or CQS, reports trends in outcomes and performance comparison among all levels of the organization. Visual representation of key performance indicators can be viewed in increasing levels of detail to provide transparency of results. In 2018, we continued to develop and implement programs and tools to assist in achieving our quality goals. These include treatment algorithms based on best medical evidence, outlier management teams, and technology to highlight opportunities for improvement at the dialysis chairside.

The Medicare Improvements for Patients and Providers Act of 2008 ("MIPPA") created the ESRD quality incentive program under which dialysis facilities in the United States that fail to achieve annual quality standards established by CMS could have base payments reduced in a subsequent year by up to 2%. See Item 5. "Operating and financial review and prospects – II. Financial condition and results of operations – Overview." These programs blend the CMS quality standard measures against the industry baselines to attempt the improvement in quality through a pay for performance program that operates as a part of the ESRD PPS.

In our EMEA Segment, our quality management activities are primarily focused on comprehensive development and implementation of a Healthcare Services QMS as part of an IMS. Our goals in this area include meeting quality requirements for our dialysis clinics and environmental concerns. This approach results in an IMS structure that closely reflects existing corporate processes. We are also able to use the IMS to fulfill many legal and normative regulations covering service lines. In addition, the IMS standard offers a highly flexible structure that allows us to adapt to future regulations.

Our IMS fulfills the ISO-Norm 9001:2015 requirements for QMSs and links it with the ISO-Norm 14001:2015 for environmental management systems. Additionally, the IMS conforms to the medical devices requirements of ISO-Norm 13485:2016 and the Medical Device Directive 93/42/EEC. We are continuing to transition to the new Medical Device Regulation ("MDR"). Our conformation with the regulations will be included as part of the audit program for 2019. Currently, dialysis clinics in 17 countries within our EMEA region have QMSs which are certified according to the quality management standard ISO 9001:2015.

Additionally, we have a comprehensive program, NephroCare Excellence, in our EMEA region. NephroCare is our service that provides complete life-saving treatments for renal failure at the point of care using advanced technologies and listening to and understanding our patients' needs to enable the best therapies, ensure a high-quality of care and empower patients.

Our principal focus of our clinical research includes the development of new products, technologies and treatment concepts to optimize treatment quality, safety and efficiency for kidney failure patients. This includes steps and processes for the reduction in the costs of providing care for our patients. See Item 5.VII, "Operating and financial review and prospects – Research and development."

Environmental management

We have integrated environmental protection targets into our operations. To reach these goals, our IMS in the EMEA region has been in use at certain of our production facilities as well as at a number of dialysis clinics. IMS fulfills the requirements of QMSs as well as environmental management. Environmental goals are set, adhered to and monitored during all stages of the lives of our products, from their development to their disposal.

We continually seek to improve our production processes for environmental compatibility, which frequently generates cost savings.

In some of our dialysis facilities, we establish, depending on the particular facility and circumstance, a priority environmental protection target on which our dialysis clinics concentrate for at least one year. Environmental performance in other dialysis facilities is used as the basis for comparisons and targets. Improvements are implemented on a site-by-site basis after evaluation of the site's performance.

In our European clinics, we continue to introduce our environmental management system in dialysis clinics and we continue to monitor and assess the management system performance in clinics where it was previously implemented. Currently, dialysis clinics in 16 countries in our European region are certified according to the revised environmental management standard ISO 14001:2015. We also conduct EHS

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regulatory audits of our manufacturing, distribution and laboratories annually and as needed. We continued to roll out the integrated software solution e-con 5 for the management of eco-controlling data in over 700 clinics in the EMEA Segment and the Latin America Segment. This software is intended to monitor and reduce consumption of resources and generation of wastes while increasing the eco-controlling data quality and possibilities for data analysis at the place of origin.

In our North America Segment dialysis clinics, we implemented recycling programs for corrugated materials and hemodialysis machines. Targeted environmental performance criteria in other locations include fresh water consumption and improved separation of waste. We achieved ISO 14001:2015 certification for two dialysis clinics as well as one manufacturing facility in North America as of December 31, 2018.

Patents and licenses

As the owner of patents or licensee under patents throughout the world, we currently hold rights in over 9,100 patents and patent applications in major markets.

Technologies that are the subject of granted patents or pending patent applications and that relate to dialyzers include aspects of our DIASAFE plus filters and FX dialyzers.

Other patents and pending patent applications relate to components of our 5008 dialysis equipment series, including, for example, the pump technology, extracorporeal blood pressure measurement and the connector system for our proprietary biBag bicarbonate concentrate container.

Our 6008 therapy system is protected by more than 80 patent families that protect the disposable, the machine or the entire system. A number of applications or issued patents exist for the North American 2008T HD machine including, for example, the CDX system for the display of medical information directly on the 2008T screen, a wireless wetness detector for sensing line disconnect, an improved Crit-Line hematocrit measuring system and a U. S. version of the biBag filling system.

In the newly launched 4008A dialysis machine providing basic, reliable dialysis treatments more than 10 new inventions protected by patents are realized. The inventions refer for example to optimizing the device design without reduction of safety and quality of the device.

Applications are also pending or were recently issued relating to our next generation peritoneal dialysis cycler which has a number of innovative attributes such as greatly reduced size and an innovative pumping system.

We believe that our success will continue to depend significantly on our technology. As a standard practice, we obtain the legal protections we believe are appropriate for our intellectual property. Nevertheless, we are in a position to successfully market a material number of products for which patent protection has lapsed or where only particular features are patented. We believe that even after the expiration of some of our patents, our proprietary know how for the manufacturing of our products and our continuous efforts in obtaining targeted patent protection for newly developed upgraded products will continue to provide us with a competitive advantage. From time to time our patents may be infringed by third parties and in such case we will assert and enforce our rights. Initially registered patents may also be subject to invalidation or infringement claims made by competitors in formal proceedings (oppositions, trials, re-examinations, etc.) either in part or in whole. In addition, technological developments could suddenly and unexpectedly reduce the value of some of our existing intellectual property.

Trademarks

As the owner of trademarks or licensee under trademarks throughout the world, we currently hold rights in over 2,800 registered trademarks or trademark applications in major markets.

Our principal trademarks are the name "Fresenius" and the "F" logo, for which we hold a perpetual, royalty-free license from Fresenius SE, our major shareholder and the sole shareholder of our general partner. See Item 7.B, "Related party transactions – Trademarks."

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Risk management

We see risk management as the ongoing task of determining, analyzing and evaluating the spectrum of potential and actual risks in the Company and its environment and, where possible, taking pre-emptive and corrective action. Our risk management system, which is described in more detail below, provides us with a basis for doing so. It enables management to identify at an early stage risks that could jeopardize our growth or going concern, and to take steps to minimize any negative impact. As such, it is an important component of the Company's management and governance.

The main objective of the risk management system is to identify potential risks as early as possible to assess their impact on business activities and to enable us, where necessary, to take appropriate countermeasures. As internal and external requirements and conditions are continually changing, we are constantly adapting our risk management system.

The design of the internal risk management system is based on the Enterprise Risk Management Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Opportunities are not covered by the implemented risk management system.

In the risk management system, risk coordinators within the regions and in selected functions coordinate risk management activities utilizing risk management software. These activities address potential as well as existing short-term as well as mid-term risks. Semiannually, identified risk information is processed by the risk coordinators and discussed in risk committees. Subsequently, the corporate risk management team gathers the risk reports from regions and functions, analyzes and discusses them in the corporate risk committee and communicates the compiled results to the Management Board. The main focus lies with material risks above a defined threshold.

Risks classified as high, whether newly identified or already known risks which changed their status to high in the period, are promptly reported to the Management Board and to corporate risk management to ensure an adequate response and mitigation of the risk. The effectiveness of the risk management system is monitored by the Audit and Corporate Governance Committee of the Supervisory Board.

In addition to risk reporting, traditional reporting to management is an important tool for managing and controlling risks, as well as for taking preventive measures in a timely manner. Therefore, our Management Board is informed on a monthly basis about the industry situation, our operating and non-operating business and the outcome of analyses of our earnings and financial position, as well as of our assets position on a quarterly basis. The organizational structure of our risk management is shown below:

Part of our risk management system is the Global Internal Audit department. The Global Internal Audit department is regularly informed about the results of the risk management system. This department determines risk focus areas and audits a selected number of departments, subsidiaries and information technology applications worldwide each year. The department works according to the internationally accepted standards of the Institute of Internal Auditors, which was confirmed by a quality assessment in 2017. The scope of internal auditing is widespread and involves, among other activities, periodic assessment of the effectiveness of controls (including legal compliance controls) over business processes,

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information technology security, the reliability of financial reporting and compliance with accounting regulations and internal policies. The Company's locations and units to be audited are determined annually on the basis of a selection model taking various risks into consideration. This annual audit plan is reviewed and approved by the Management Board and the Audit and Corporate Governance Committee of the Supervisory Board. All audit reports with material observations are presented to the Management Board.

The Global Internal Audit department is also responsible for monitoring the implementation of measures documented in the reports. The Management Board is informed about the implementation status on a quarterly basis. The Audit and Corporate Governance Committee of the Supervisory Board is also informed of the audit results. In 2018, a total of 45 audits were carried out.

As a company required to file reports under the Exchange Act, we are subject to the provisions of the Sarbanes-Oxley Act of 2002 and related listing rules of the New York Stock Exchange applicable to foreign private issuers. For further information on these requirements, see Items 15.A. and 15.B, "Disclosure controls and procedures" and "Management's annual report on internal control over financial reporting."

Regulatory and legal matters

Regulatory and compliance overview

Our operations are subject to extensive governmental regulation by virtually every country in which we operate including, most notably, in the U.S., at the federal, state and local levels. Although these regulations differ from country to country, in general, non-U.S. regulations are designed to accomplish the same objectives as U.S. regulations governing the operation of health care centers, laboratories and manufacturing facilities, the provision of high quality health care for patients, compliance with labor and employment laws, the maintenance of occupational, health, safety and environmental standards and the provision of accurate reporting and billing for payments and/or reimbursement. In the U.S., some states establish regulatory processes that must be satisfied prior to the establishment of new health care centers. Outside the U.S., each country has its own payment and reimbursement rules and procedures, and some countries prohibit private ownership of healthcare providers or establish other regulatory barriers to direct ownership by foreign companies. In such jurisdictions, we may establish alternative contractual arrangements to provide services to those facilities.

Any of the following matters could have a material adverse effect on our business, financial condition and results of operations:

•: failure to receive required licenses, certifications, clearances or other approvals for new or existing services, facilities, or products or significant delays in such receipt;
•: complete or partial loss of various certifications, licenses, or other permits required under governmental authority by withdrawal, revocation, suspension, or termination or restrictions of such certificates and licenses by the imposition of additional requirements or conditions, or the initiation of proceedings possibly leading to such restrictions or the partial or complete loss of the required certificates, licenses or permits;
•: recoupment of payments received from government payors and government health care program beneficiaries because of any failures to meet applicable requirements;
•: a non-appealable finding of material violations of applicable healthcare or other laws; and
•: changes resulting from healthcare reform or other government actions that restrict our operations, reduce reimbursement or reduce or eliminate coverage for particular products or services we provide.

We must comply with all U.S., German and other legal and regulatory requirements under which we operate, including the U.S. federal Medicare and Medicaid Fraud and Abuse Amendments of 1977, as amended, generally referred to as the "Anti-Kickback Statute", the federal False Claims Act, the federal restrictions on certain physician referrals, commonly known as the "Stark Law", the U.S. Civil Monetary Penalties Law, including the prohibition on inducements to patients to select a particular healthcare provider, U.S. federal rules protecting the privacy and security of patient medical information, as promulgated under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and, as amended by the Health Information Technology for Economic and Clinical Health ("HITECH") Act

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(enacted as part of the American Recovery and Reinvestment Act of 2009), and other fraud and abuse laws and similar state statutes, as well as similar laws in other countries.

As a global healthcare company, we are subject to laws and regulations concerning privacy and data protection. These laws and regulations govern, amongst other elements, the collection, use, disclosure, retention, and transfer of personal data. For example, the European Union's General Data Protection Regulation, which became effective in May 2018, imposes substantial new worldwide obligations on the processing of personal data. These laws continue to develop globally and differ from jurisdiction to jurisdiction, which increases the complexity and costs of our global data protection and security compliance programs. Because of varying legal requirements across the world, the FME Global Privacy Foundation establishes a set of requirements to help ensure appropriate use of personal data throughout its life cycle. While the Foundation creates a baseline compliance requirement for all of our subsidiaries and personnel, we also intend to comply with the requirements of all applicable local laws that impose other or stricter standards.

A number of states in which we operate have laws that prohibit business entities, such as the Company and our subsidiaries, from practicing medicine, employing physicians to practice medicine or exercising control over medical decisions by physicians (known collectively as the corporate practice of medicine prohibition). These states also prohibit entities from engaging in certain arrangements, such as fee-splitting, with physicians. Additional state and local laws and regulations require us to maintain certain licenses and certifications to operate our facilities and/or manufacture and distribute our products and services.

The Patient Protection and Affordable Care Act (Pub.L. 111-148), as amended by the Health Care and Education Reconciliation Act (Pub.L. 111-152) (collectively, "ACA") enacted in the U.S. in 2010 and other recent laws expanded the reach of many of these laws and expanded federal enforcement authority. Moreover, there can be no assurance that applicable laws, or the regulations thereunder, will not be amended, or that enforcement agencies or the courts will not make interpretations inconsistent with our own, any one of which could have a material adverse effect on our business, reputation, financial condition and operating results. Sanctions for violations of these statutes may include criminal or civil penalties, such as imprisonment, fines or forfeitures, denial of payments, and suspension or exclusion from the Medicare and Medicaid programs. In the U.S., some of these laws have been broadly interpreted by a number of courts, and significant government funds and personnel have been devoted to their enforcement because such enforcement has become a high priority for the federal government and some states. We, and the healthcare industry in general, will continue to be subject to extensive federal, state and foreign regulation, the full scope of which cannot be predicted. In addition, the U.S. Congress and federal and state regulatory agencies continue to consider modifications to healthcare laws that may create further restrictions. In particular, the Trump Administration has publicly announced its intention to pursue significant changes to existing health care insurance programs. In addition, proposals to restructure the Medicare program in the direction of a defined-contribution, "premium support" model and to shift Medicaid funding to a block grant or per capita arrangement, with greater flexibility for the states, may also be considered. Changes of this nature could have significant effects on our businesses, but, due to the continued uncertainty about the implementation of the ACA, including potential further legal challenges to or significant modifications to or repeal of that legislation, the outcomes and impact of such changes on our business, financial condition and results of operations are currently impossible to quantify or predict.

We maintain a comprehensive worldwide compliance program under the overall supervision of our chief compliance officer. The program includes a compliance staff, a written code of conduct applicable worldwide, training programs, regulatory compliance policies and procedures including corrective action for failure to follow policies, provisions for anonymous reporting of suspected violations of applicable laws or Company policies, and periodic internal audits of our compliance procedures. We operate many facilities throughout the United States and other countries in which we do business. 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. We rely on our management structure, regulatory and legal resources, and the effective operation of our compliance program to direct, manage and monitor the activities of these employees. If our employees or their agents or subcontractors, deliberately or inadvertently, were to submit inadequate or incorrect billings to any federally-funded healthcare program, or engage in unlawful conduct with physicians or other referral sources or vendors with which we do business, the actions of such persons could subject us and our subsidiaries to liability under the Federal Food, Drug, and Cosmetic Act, Anti-Kickback Statute, the Stark Law, the False Claims Act or the Foreign Corrupt Practices Act, among other laws. See note 22 of the notes to our audited consolidated financial statements, included in this report.

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Product regulation

U.S. pharmaceuticals

In the U.S. numerous regulatory bodies, including the FDA and comparable state regulatory agencies impose requirements on certain of our subsidiaries as a manufacturer, distributor and a seller of drug products under their jurisdiction. Some of the products our subsidiaries manufacture and/or distribute are subject to regulation under the Federal Food, Drug, and Cosmetic Act of 1938, as amended ("FDCA") and FDA's implementing regulations. They include our peritoneal dialysis and saline solutions, PhosLo® (calcium acetate), Phoslyra® (calcium acetate oral solution), Venofer® (iron sucrose injection, USP), and Velphoro (sucroferric oxyhydroxide). Many of these requirements are similar to those for devices, as described below. We are required to register as an establishment with the FDA, submit listings for drug products in commercial distribution and comply with regulatory requirements governing product approvals, drug manufacturing, labelling, promotion, distribution, post market safety reporting and recordkeeping. We are subject to periodic inspections by the FDA and other authorities for compliance with inspections as well as with federal Centers for Medicare and Medicaid Services average sales price reporting, medical drug rebate program and other requirements. Our pharmaceutical products must be manufactured in accordance with current Good Manufacturing Practices ("cGMP"). We are required to provide information to the FDA whenever we become aware of a report of an adverse drug experience associated with the use of one of our drug products that is both serious and unexpected, as defined in FDA regulations and guidance. We are required to notify the FDA of certain product quality issues. In addition, as with the marketing of our medical devices, in order to obtain marketing approval of our drug products we must satisfy mandatory procedures and safety and efficacy requirements. Furthermore, the FDA prohibits our products division from marketing or promoting our pharmaceutical products in a false or misleading manner and from otherwise misbranding or adulterating them. Finally, if the FDA believes that a company is not in compliance with applicable drug regulations, it has similar enforcement authorities as those discussed below with respect to medical devices, including under the administrative, civil, and criminal penalty provisions of the FDCA. Other state and federal regulatory and enforcement agencies have authority to enforce related fraud, consumer protection, privacy, and other laws. The Trump Administration has announced its intention to simplify and accelerate the process for approval of new drugs. We cannot predict whether or when any such changes will be adopted, or what they will accomplish.

Pharmaceuticals outside the U.S.

Some of our products, such as peritoneal dialysis solutions and PhosLo® and Phoslyra®, are considered medicinal products subject to the specific drug law provisions in various countries. The European Union has issued several directives and regulations on medicinal products, including a directive on medicinal products for human use, No. 2001/83/EC (November 6, 2001), as amended. Each member of the European Union is responsible for conforming its law to comply with this directive. In Germany, the German Drug Law ( Arzneimittelgesetz ) ("AMG"), which implements European Union requirements, is the primary regulation applicable to medicinal products.

The provisions of the German Drug Law are comparable with the legal standards in other European countries. As in many other countries, the AMG provides that a medicinal product may only be placed on the market if it has been granted a corresponding marketing authorization. Such marketing authorization is granted by the licensing authorities only if the quality, efficacy and safety of the medicinal product have been scientifically proven. Medicinal products marketed on the basis of a corresponding marketing authorization are subject to ongoing control by the competent authorities. The marketing authorization may also be subsequently restricted or made subject to specific requirements.

The production of medicinal products requires a corresponding manufacturing license which is granted by the competent authorities of the relevant EU Member State for a specific manufacturing facility and for specific medicinal products and forms of medicinal products. The manufacturing license is granted only if the manufacturing facility, production techniques and production processes comply with the national drug law requirements, with the principles and guidelines of EU-Good Manufacturing Practice ("EU-GMP") as well as the terms of the particular marketing authorization. International guidelines also govern the manufacture of medicinal products and, in many cases, overlap with national requirements. Material regulations concerning manufacture and registration related to medicinal products have been issued by the European Commission and the International Conference on Harmonization of Technical Requirements for Human Use ("ICH"). The Pharmaceutical Inspection Co-operation Scheme ("PIC/S"), an international informal cooperative arrangement between Regulatory Authorities, aims at harmonizing

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inspection procedures by developing common standards in the field of GMP and by providing training opportunities to inspectors. Among other things, the European Commission, PIC/S and ICH establish requirements for good manufacturing practices which are then adopted at the national level. Another international standard, which is non-binding for medicinal products, is the ISO9001:2015 system for assuring quality management system requirements. This system has a broader platform than EU-GMP, which is more detailed and is primarily acknowledged outside the field of medicinal products, e.g., with respect to medical devices.

U.S. medical devices

Our subsidiaries engaged in the manufacture of medical devices are required to register with the FDA as device manufacturers and submit listing information for devices in commercial distribution. As a manufacturer of medical devices, we are subject to requirements governing premarket approval and clearance, labelling, promotion, clinical research, medical device adverse event reporting, manufacturing practices, reporting of corrections and removals, and recordkeeping, and we are subject to periodic inspection by the FDA for compliance with these requirements. With respect to manufacturing, we are subject to FDA's Quality System Regulation (21 C.F.R. Part 820) and related FDA guidance, which requires us to manufacture products in accordance with cGMP, including standards governing product design. The medical device reporting regulations and guidance require that we report to the FDA whenever we receive or become aware of information that reasonably suggests that a device may have caused or contributed to a death or serious injury, or that a device has malfunctioned and a device or similar device would be likely to cause or contribute to a death or serious injury if the malfunction were to recur. FDA regulations also may require us to conduct product recalls and take certain other product corrective actions in response to potential quality issues. In addition, the FDA prohibits our products division from promoting our manufactured products for unapproved or uncleared indications or in a false or misleading manner. We are also prohibited from promoting unapproved or uncleared drugs or devices more generally. Finally, as with our pharmaceutical products, states impose additional requirements on our drug and device manufacturing and distribution activities, including requiring additional state licenses. We are subject to periodic inspections by the FDA and other authorities for compliance with these requirements.

Medical devices outside the U.S.

In the EU, the requirements to be satisfied by medical devices are laid down in three European directives to be observed by all Member States and all Member States of the European Economic Area ("EEA"), as well as all future accession states: (1) Directive 90/385/EEC of June 20, 1990 relating to active implantable medical devices ("AIMDs"), as last amended ("AIMD Directive"), (2) Directive 93/42/EEC of June 14, 1993 relating to medical devices, as last amended ("MD Directive"), and (3) Directive 98/79/EC of October 27, 1998 relating to in vitro diagnostic medical devices as last amended ("IVD Directive"). In addition, Directive 2001/95/EC of December 3, 2001, as last amended, concerning product safety should be noted. The MD Directive, has been amended, 2007/47/EC, with the intention to achieve improvements, including in the following areas: clinical assessment by specification of the requirements in more detail; monitoring of the devices after their placing on the market; and decision making by enabling the Commission to make binding decisions in case of contradictory opinions of states regarding the classification of a product as a medical device. In the future, the industry will face increasing requirements for medical devices. In September 2012, the first draft of a new regulation on medical devices, MDR, was published by the European Commission. In October 2013, this draft, supplemented by additional amendments, was voted on by the European Parliament and subsequently published. It provided for further tightening of regulations for the manufacture of medical devices, as it applies to both manufacturers and accredited organizations within the EU ("Notified Bodies") that examine the conformity evaluation of the production process completed on behalf of the manufacturers. The final draft was published in February 2017 as a proposal and was adopted in March 2017 by the European Council. Subsequent to the publishing of the regulation in the Official Journal of the European Union, the new MDR came into force on May 25, 2017 and includes a transition period of 3 years for most provisions, after which the MDR will repeal the MD Directive and the AIMD Directive. Although the MDR is self-binding in all member states of the EU, numerous acts of national legislation in each member state are necessary to fully implement the new legal provisions. These new provisions essentially include higher safety standards to be met by medical devices and therefore require a new conformity evaluation and re-certification of all medical devices regardless of whether they have already been placed on the market or not. There will be a prolonged transition phase, based on a valid EC certificate according to MD Directive,

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which will allow manufacturers until May 2024, at the latest, to align their medical devices with the MD Directive. The IVD Directive will be repealed by Regulation (EU) 2017/746 on in vitro diagnostic medical devices, which also came into force in March 2017 and provides for a transition period of 5 years.

According to the current EU directives relating to medical devices, the CE mark (the abbreviation of Conformité Européenne signifying that the device complies with all applicable requirements) shall serve as a general product passport for all Member States of the EU and the EEA. Upon receipt of a CE certificate for a product according to the applicable conformity assessment procedure, e.g. a certified full quality management system for medical devices according to ISO 13485:2016, and the documented declaration and proof of conformity of our products to the harmonized European norms (Declaration of Conformity), we as the legal manufacturer are able to mark products as being in compliance with the European Community ("EC") requirements. If able to do so, the manufacturer must place a "CE" mark on the products. Medical devices that do not bear the "CE" mark cannot be imported, sold or distributed within the EC.

Clinical Research

Our subsidiaries engaged in the manufacture and sale of drugs and devices, when engaged in clinical research involving investigational products, are subject to FDA and other requirements governing the conduct of clinical research, including Good Clinical Practice (GCP) standards. Similarly, our subsidiaries involved in the provision of clinical development services may also be subject to FDA and other requirements governing the conduct of clinical research depending on the nature of the research involved.

FDA enforcement action

If the FDA believes that a regulated company is not in compliance with applicable laws and regulations, it can pursue various administrative and enforcement actions, including, for example, issuing an untitled or warning letter, initiating a seizure action, or seeking an injunction. Among other things, these actions can result in the assessment of administrative penalties, product recalls, and civil or criminal enforcement. Such actions could also lead to additional enforcement by other state or federal government agencies as well as law suits by patients or shareholders.

On April 6, 2011, the FDA issued to us a warning letter alleging that we marketed certain blood tubing sets without required premarket 510(k) clearance, in response to which we ceased marketing and distributing those blood tubing sets that were the subject of a January 2011 recall. We received 510(k) clearance for the blood tubing set product from the FDA on June 15, 2012 and subsequently recommenced marketing and distribution of these products. In addition, we have completed a comprehensive review of our 510(k) filings and submitted our findings to the FDA, and we continue to work with the FDA regarding effective submission strategies for certain product lines.

On March 29, 2012, we issued an urgent product notification regarding our NaturaLyte® Liquid and Granuflo® acid concentrate products that are used as one component of dialysate. The notification, which was also incorporated into revised product labels, reflected a memorandum issued by the Fresenius Medical Services Chief Medical Office in November 2011 and cautioned clinicians about possible risks for acid-base management in patients associated with inappropriate prescription of these products. The FDA subsequently classified the notification and related labelling revisions as a Class I recall, and issued its own Safety Communication warning to physicians about the need to prescribe all acid concentrate products currently available on the market appropriately. See note 22 of the notes to consolidated financial statements included in this report for additional information and for information relating to our NaturaLyte® Liquid and Granuflo® acid concentrate products.

After reconsideration of the November 2011 memorandum, the FDA in May 2014 permitted the Company to withdraw the March 29, 2012 notification and to revise its product labels consistently with that withdrawal. The FDA has not requested any change in the composition of the Company's acid concentrate products, nor has it requested any return or removal of products in connection with the controversy surrounding the November 2011 memorandum. The FDA's Safety Communication directed at all dialysate products remains in effect. Wrongful death, personal injury, and other litigation predicated on the November 2011 memorandum was substantially resolved by settlement consummated in November 2017. See note 22 of the notes to consolidated financial statements included in this report.

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We cannot assure that all necessary regulatory clearances or approvals, including those for new products or product improvements, will be granted on a timely basis, if at all. Delays in or failure to receive clearance or approval or delays in or failures to carry out product recalls may result in liability and reputational harm and may materially adversely affect our operating results. If at any time the FDA believes we are not in compliance with applicable laws and regulations, the FDA could take administrative, civil, or criminal enforcement action, resulting in liability and reputational harm, which could materially affect our operating results.

Sales of dialysis products to Iran

The Company actively employs comprehensive policies, procedures and systems to ensure compliance with applicable controls and economic sanctions laws. The Company has allocated resources to design, implement and maintain a compliance program specific to the Company's U.S. and non-U.S. activities. At the same time, the Company's dedication to providing its life-saving dialysis products to patients and sufferers of end-stage renal disease extends worldwide, including conducting humanitarian-related business with distributors in Iran in compliance with applicable law. In particular, the Company's product sales to Iran from Germany are not subject to the EU's restrictive measures against Iran established by Council Regulation (EU) No. 267/2012 of March 23, 2012, as last amended by Council Implementing Regulation (EU) 2018/827 of June 4, 2018, as the Company's products sold to Iran do not fall within the scope of the EU sanctions and none of the end users or any other person or organization involved is listed on the relevant EU sanctions lists. Because the Company's sales to Iran were and are made solely by its German subsidiaries, the sales are not subject to the Iranian Transactions and Sanctions Regulations, 31 C.F.R Part 560 ("ITSR"), and are not eligible for licenses from the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") pursuant to the Trade Sanctions Reform and Export Enhancement Act of 2000. Also, ITSR § 560.215(a) is not applicable in the present case because the Company does not have a U.S. parent company and is not in any other way owned or controlled by a United States person, as those terms are used in ITSR § 560.215(a), and the Company's affiliates involved in Iran-related transactions are also not "owned or controlled" by a United States person. That the Company has a U.S. subsidiary does not cause the ITSR to apply to the Company's Iran-related transactions (because the sales by the Company's non-U.S. affiliates are outside the scope of ITSR §560.215(a)). In any case, OFAC's public guidance provides that sales of medical devices to Iran by non-U.S. companies are generally subject to humanitarian exceptions under U.S. sanctions targeting Iran.

During the year ended December 31, 2018, the Company sold approximately €6 M of dialysis products to independent Iranian distributors and other foreign distributors for resale, processing and assembling in Iran. The products included fibre bundles, hemodialysis concentrates, dialysis machines and parts, and related disposable supplies. The sales of these products generated approximately €4 M in operating income. During 2018, we also paid approximately €400 in transportation costs most of which were reimbursed by the distributors. All such sales were made by the Company's German subsidiaries. Based on information available to the Company, the Company believes that most if not all products were eventually sold to hospitals in Iran through state purchasing organizations affiliated with the Iranian Ministry of Health and were therefore sales to the "Government of Iran" as defined in ITSR § 560.304. The Company's 2018 sales to Iran represent 0.04% of its total revenues. The Company has no subsidiaries, affiliates or offices, nor does it have any direct investment or own any assets, in Iran. In light of the humanitarian nature of its products and the patient communities that benefit from our products, the Company expects to continue selling dialysis products to Iran, provided such sales continue to be permissible under applicable export control and economic sanctions laws and regulations.

Potential changes impacting our private payors

On August 18, 2016, CMS issued a request for information ("RFI") seeking public comment about providers' alleged steering of patients inappropriately to individual plans offered on the Patient Protection and Affordable Care Act individual health insurance market. FMCH and other dialysis providers, commercial insurers and other industry participants responded to the RFI, and in that response, we reported that we do not engage in such steering. On December 14, 2016, CMS published an Interim Final Rule ("IFR") titled "Medicare Program; Conditions for Coverage for End-Stage Renal Disease Facilities-Third Party Payment" that would amend the Conditions for Coverage for dialysis providers, like FMCH. The IFR would have effectively enabled insurers to reject premium payments made by patients who received grants for individual market coverage from the American Kidney Fund ("AKF") and therefore, could have resulted in those patients losing their individual market health insurance coverage. The loss of

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individual market coverage for these patients would have had a material and adverse impact on our operating results. On January 25, 2017, a federal district court in Texas, responsible for litigation initiated by a patient advocacy group and dialysis providers including FMCH, preliminarily enjoined CMS from implementing the IFR (Dialysis Patient Citizens v. Burwell (E.D. Texas, Sherman Div.)). The preliminary injunction was based on CMS' failure to follow appropriate notice-and-comment procedures in adopting the IFR. The injunction remains in place and the court retains jurisdiction over the dispute. On June 22, 2017, CMS requested a stay of proceedings in the litigation pending further rulemaking concerning the IFR. CMS stated, in support of its request that it expects to publish a Notice of Proposed Rulemaking in the Federal Register and otherwise pursue a notice-and-comment process in the fall of 2017 which they ultimately did not publish. Plaintiffs in the litigation, including FMCH, consented to the stay, which was granted by the court.

Separately, the United States Department of Health and Human Services ("HHS") announced in its fall 2018 semi-annual review of agency actions, or "unified agenda," that it was considering the publication of a new proposed rule, ostensibly consistent with the Court's order on the IFR, that would establish requirements for third parties that provide financial assistance to patients for premiums to enroll in coverage provided by an individual market plan (RIN 0938-AT11). The unified agenda identified "11/00/18" as a target publication date for the proposed rule, but no proposed rule has been published for comment.

The operation of charitable assistance programs like that of the AKF is also receiving increased attention by state insurance regulators and legislators. The result may be a regulatory framework that differs from state to state. Even in the absence of the IFR or similar administrative actions, insurers are likely to continue efforts to thwart charitable premium assistance to our patients for individual market plans and other insurance coverages. If successful, these efforts would have a material adverse impact on our operating results.

On January 3, 2017, FMCH received a subpoena from the United States Attorney for the District of Massachusetts inquiring into our interactions and relationships with AKF, including our charitable contributions to the Fund and the Fund's financial assistance to patients for insurance premiums. FMCH is cooperating with the investigation.

U.S. ballot initiatives and other legislation

Further federal or state legislation or regulations may be enacted in the future through legislative and public referendum processes that could substantially modify or reduce the amounts paid for services and products offered by us and our subsidiaries and/or mandate new or alternative operating models and payment models that could present more risk to our healthcare service operations. Ballot initiatives that are successfully introduced at the state level in the United States require the vote of state citizens to directly adopt or reject proposed new legislation. These ballot initiatives require a material expenditure of resources by us to participate in public discourse regarding the proposed new legislation underlying the initiatives, which if passed, could further regulate multiple aspects of our operations including, for instance, clinic staffing requirements, state inspection requirements and profit margins on commercial business. There was an increase in such activities at the state level in 2018. While relevant material legislative and ballot initiatives did not become law in 2018, efforts to enact new state laws regarding our operations are expected to continue. State regulation at this level would introduce an unprecedented level of oversight and additional expense at the clinic level which could have a material adverse effect on our business in the impacted states. It is also possible that statutes may be adopted or regulations may be promulgated in the future that impose additional eligibility requirements for participation in the federal and state healthcare programs. Such new legislation or regulations could, depending upon the detail of the provisions, have positive or adverse effects, possibly material, on our businesses and results of operations.

Environmental regulation

We are subject to a broad range of federal, foreign, state and local laws and regulations relating to pollution and the protection of the environment. These laws regulate, among other things, the discharge of materials into the environment, the handling and disposal of wastes, remediation of contaminated sites and other matters relating to worker, public and consumer health, and safety as well as to the protection of the environment. In addition, the Company uses substances regulated under U.S. and EU environmental laws, primarily in product design as well as manufacturing and sterilization processes. Noncompliance with these regulations can result in significant fines or penalties or limitations on our operations. The applicable

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environmental, health and safety laws and regulations, and any changes to them or their enforcement, may require us to make material expenditures with respect to ongoing compliance with or remediation under these laws and regulations or require that we modify our products or processes in a manner that increases our costs or reduces revenues.

An Environmental Management System ("EMS") based on ISO 14001:2015 has been established in our main European production plants and in a high number of dialysis clinics in the European region. Compliance with environmental laws and regulations is a core objective of our EMS. Internal and external audits are organized and performed to verify compliance with the EMS requirements and applicable environmental laws and regulations. For additional information, see "– Environmental Management," above.

Facilities and operational regulation

U.S.

Federal, state and local regulations (implemented by CMS, FDA, the Occupational Health and Safety Administration ("OSHA"), the Drug Enforcement Administration, and state departments or boards of public health, public welfare, medicine, nursing, pharmacy, and medical assistance, among others) require us to meet various standards relating to, among other things, the management, licensing, safety, security and operation of facilities (including, e.g., laboratories, pharmacies, and clinics), personnel qualifications and licensing, the maintenance of proper records, equipment, and quality assurance programs, and the dispensing, storage, and administration of controlled substances. All of our operations in the U.S. are subject to periodic inspection by federal, state and local agencies to determine if the operations, premises, equipment, personnel and patient care meet applicable standards. To receive Medicare/Medicaid reimbursement, our health care centers, renal diagnostic support business and laboratories must be certified by CMS. While all of our entities that furnish Medicare or Medicaid services maintain and renew the required certifications, material adverse effects on our business, financial condition, and results of operations could potentially occur if certain of those entities lose or are delayed in renewing a certification.

Our operations are subject to various U.S. Department of Transportation, Nuclear Regulatory Commission, Environmental Protection Agency, and OSHA requirements and other federal, state and local hazardous and medical waste disposal laws. As currently in effect, laws governing the disposal of hazardous waste do not classify most of the waste produced in connection with the provision of our health care services as hazardous, although disposal of non-hazardous medical waste is subject to specific state regulation. Our operations are also subject to various air emission and wastewater discharge regulations.

Several states have certificate of need programs regulating the establishment or expansion of healthcare facilities, including dialysis centers. We believe that we have obtained all necessary approvals for the operation of our healthcare facilities in accordance with all applicable state certificate of need laws.

Non-U.S.

We are subject to a broad spectrum of regulation in almost all countries. Our operations must comply with various environmental and transportation regulations in the various countries in which we operate. Our manufacturing facilities and dialysis clinics are also subject to various standards relating to, among other things, facilities, management, personnel qualifications and licensing, maintenance of proper records, equipment, quality assurance programs, the operation of pharmacies, the protection of workers from blood-borne diseases and the dispensing of controlled substances. All of our operations may be subject to periodic inspection by various governmental authorities to determine if the operations, premises, equipment, personnel and patient care meet applicable standards. Our dialysis clinic operations and our related activities generally require licenses, which may be subject to periodic renewal and may be revoked for violation of applicable regulatory requirements.

In addition, many countries impose various investment restrictions on foreign companies. For instance, government approval may be required to enter into a joint venture with a local partner. Some countries do not permit foreign investors to own a majority interest in local companies or require that companies organized under their laws have at least one local shareholder. Investment restrictions therefore affect the corporate structure, operating procedures and other characteristics of our subsidiaries and joint ventures in these and other countries.

We believe our facilities are currently in compliance in all material respects with the applicable national and local requirements in the jurisdictions in which they operate.

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Reimbursement

As a global company delivering health care and dialysis products, we are represented in around 150 countries worldwide. Consequently, we face the challenge of addressing the needs of a wide variety of stakeholders, such as patients, customers, payors and legislators in very different economic environments and healthcare systems.

Healthcare systems and reimbursement structures for ESRD treatment vary significantly by country. In general, the government (in some countries in coordination with private insurers) or social insurance programs pay for health care. Funding is achieved through taxes and other sources of government income, from social security contributions, or a combination of those sources. However, not all healthcare systems provide for dialysis treatment. In some developing countries, only limited subsidies from government, social insurances or charitable institutions are available, and typically dialysis patients must personally finance all or a substantial share of the treatment cost. Irrespective of the funding structure, in some countries patients in need of dialysis do not receive treatment on a regular basis but rather when the financial resources allow it.

U.S.

Our dialysis clinics provide outpatient hemodialysis treatment and related services for ESRD patients. In the U.S., Medicare pays as the primary insurer for Medicare-eligible individuals under some circumstances. For Medicare-primary patients, Medicare pays 80 percent of the prospective payment amount for the ESRD PPS items and services. The beneficiary or third-party insurance payors (including employer-sponsored health insurance plans, commercial insurance carriers and the Medicaid program) on behalf of the beneficiary are responsible for paying the beneficiary's cost-sharing obligations (typically an annual deductible and 20 percent co-insurance), subject to the specific coverage policies of such payors. Each third-party payor, including Medicaid, makes payment under contractual or regulatory reimbursement provisions that may or may not cover the full 20 percent co-payment or annual deductible. Where the beneficiary has no third-party insurance or the third-party insurance does not fully cover the co-payment or deductible, the beneficiary is responsible for paying the co-payments or the deductible, which we frequently cannot fully collect despite collection efforts. Medicare Advantage plans are required to pay to their out-of-network providers at least the rate applicable in the traditional Medicare fee-for-service program. As a result, Medicare Advantage plans with which we do not have a contract will pay at least 80 percent of the prospective payment amount for the ESRD PPS items and services we provide their members. We have also entered into network contracts with several Medicare Advantage plans pursuant to which we may be entitled to higher reimbursement than traditional Medicare rates.

Medicare's ESRD Prospective Payment System. 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, ESAs and other ESRD-related pharmaceuticals (other than vaccines) furnished to ESRD patients that were previously reimbursed separately under Part B of the Medicare program, (iii) most dialysis-related diagnostic laboratory tests and (iv) certain other items and services furnished to individuals for the treatment of ESRD.

Payment rates vary by both patient and facility. CMS subjects a base ESRD PPS payment rate 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 rate is also adjusted for (i) certain high cost patient outliers reflecting 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 Protecting Access to Medicare Act of 2014 ("PAMA") provides that rates will be updated by the market basket rate of increase net of multifactor productivity adjustment. PAMA further specified that reductions of 1.25 percentage points in each of 2016 and 2017 and a 1.0 percentage point reduction in 2018.

On November 1, 2018, CMS issued a final rule for the ESRD PPS rate for 2019. On average, large dialysis organizations will receive a 1.6% increase in payments under this final rule. The base rate per treatment is $235.27 which represents a 1.2% increase from the 2018 base rate including the adjustment for the wage index budget-neutrality factor. The 2019 final rule reflects a market basket increase of 1.3% (2.1% market basket increase that is partially offset by a 0.8% multifactor productivity adjustment as mandated by the ACA) and application of the wage index budget-neutrality adjustment factor of 0.999506. The 2019 ESRD

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PPS rate contains an increase to the wage index floor of 0.1, for a 2019 wage index floor of 0.5000. CMS updated the AKI payment rate for calendar year ("CY") 2019 to $235.27, which is the same as the base rate finalized under the ESRD PPS for CY 2019. In the final rule, effective January 1, 2020, CMS also expanded the transitional drug add-on payment adjustment ("TDAPA") to all new renal dialysis drugs and biological products, not just those in new ESRD PPS functional categories. CMS changed the basis of payment for the TDAPA from pricing methodologies under section 1847A of the Act, which includes ASP+6, to ASP+0.

Sequestration of Medicare payments. On August 2, 2011, the U.S. Budget Control Act of 2011 ("BCA") was enacted, raising the U.S. debt ceiling and putting into effect a series of actions for deficit reduction. The BCA, in effect, required automatic across-the-board spending cuts for most government programs over nine fiscal years (2013-2021); these cuts were projected to total $1.2 trillion. The first cuts for Medicare payments to providers and suppliers were implemented on April 1, 2013. The Bipartisan Budget Act of 2013 extended the cuts to mandatory spending programs, including Medicare, for an additional two years. The reduction in Medicare payments to providers and suppliers (the "U.S. Sequestration") is limited to one adjustment of no more than 2 percent in each year through 2022, rising to 2.9 percent for the first half of FY 2023 and dropping to 1.11 percent for the second half of FY 2023. As mandated by PAMA, the reductions pursuant to the U.S. Sequestration for the first six months of 2024 will be 4 percent, and there will be no reductions for the second six months of 2024. The U.S. Sequestration is independent of Medicare's annual inflation update mechanisms, such as the market basket update pursuant to the ESRD PPS.

PAMA also included a provision addressing ESRD-related drugs with only an oral form, which are referred to as "oral-only" drugs and which have been paid separately. In the future, these drugs are expected to be reimbursed under the ESRD PPS, and the Secretary of Health and Human Services is expected to adjust the ESRD PPS payment rates to reflect the additional cost to dialysis facilities of providing these medications. Subsequently, the Achieving a Better Life Experience Act of 2014 delayed inclusion of oral-only drugs in the ESRD PPS until January 1, 2025. At present only phosphate binders, including PhosLo®, are considered "oral-only" drugs. As described below, calcimimetics were considered to be oral-only drugs until a non-oral calcimimetic entered the market in 2018.

In a final rule published on November 6, 2015, CMS provided for implementation of the PAMA oral-only provision. CMS clarified that once any non-oral ESRD-related drug in a category previously considered oral only is approved by the U.S. Food and Drug Administration ("FDA"), such category of drugs will cease to be considered oral only. However, for at least two years, CMS will pay for both oral and non-oral versions of the drug using a TDAPA. During this transition period, CMS will not pay outlier payments for these drugs, but the agency will collect data reflecting utilization of both the oral and injectable or intravenous forms of the drugs, as well as payment patterns, in order to help determine how to appropriately adjust the ESRD PPS payment rate as these drugs are included in the payment bundle. At the end of this transition period, CMS will incorporate payment for the oral and non-oral versions of the drug in the ESRD PPS payment rates, utilizing a public rulemaking process.

On February 7, 2017, Amgen Inc. announced that the FDA had approved Parsabiv™, an intravenous calcimimetic for the treatment of secondary hyperparathyroidism in adult patients with chronic kidney disease on dialysis. Effective January 1, 2018, CMS implemented the transitional drug add-on payment adjustment and applied it to calcimimetics. At the end of the transition period, CMS will adjust the ESRD PPS rate to reflect the addition of the calcimimetics to the ESRD PPS payment bundle. Depending on the adequacy of the final adjustment, this development could have a material effect on our business, results of operations, and financial condition.

On November 1, 2018, CMS issued the final rule for the CY 2019 ESRD PPS in which they announced an expansion of the TDAPA policy to all new renal dialysis drugs and biologicals. CMS also announced that the expanded TDAPA policy included changing the basis of payment for the TDAPA from pricing methodologies under section 1847A of the Act, which includes ASP+6, to ASP+0. The revised drug designation policy, including the revised TDAPA payment policy, will not take effect until January 1, 2020. CMS will continue to pay for Sensipar and Parsabiv™ for the remainder of the transition period based on the average sales price plus 6% (4.3% after giving effect to the U.S. sequestration).

The introduction of Parsabiv™ will also result in changes in how some payors, other than Medicare, arrange for the provision of calcimimetics for their patients. While some patients will continue to receive calcimimetics from their pharmacies as a pharmacy benefit, other patients may receive calcimimetics from their dialysis providers, as a medical benefit. See "Item 5. Operating and financial review and

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prospects – III. Results of operations, financial position and net assets – Year ended December 31, 2018 compared to year ended December 31, 2017" for information on the impact of the Implementation of PAMA oral-only provision.

Revisions to Medicare's Physician Fee Schedule. The Medicare and CHIP Reauthorization Act of 2015 ("MACRA") removed the periodic threat of substantial reductions in payment rates under the Physician Fee Schedule ("PFS") that could have, if they had been permitted to take effect, significantly affected our businesses and those of our affiliated physicians. MACRA permanently removed the "sustainable growth rate" provision and in its place specified modest increases in PFS payment rates for the next several years. MACRA creates an elaborate scheme of incentive payments and penalty adjustments starting in 2019 based on 2017 physician performance as reflected in various measures of cost, use of health information technology, practice improvement activities, and quality of care and on possible participation in "advanced alternative payment models," such as some accountable care organizations. We cannot predict whether this scheme is likely to have material effects on our revenues and profitability in our nephrology, urgent care, vascular, cardiovascular and endovascular speciality services or in our hospitalist business. Through an annual rule-making cycle, CMS revises PFS payment rates to account for across-the-board updates as well as, from time to time, changes in the evaluation of physician work and practice expenses used to set rates for individual services paid under the PFS. While impacts of large changes are usually spread out over several years, such changes have the potential to affect the rates for specific services that are extensively furnished in our physician businesses and hence to affect materially the revenues of those businesses.

On November 15, 2016, CMS issued the final rule updating the Physician Fee Schedule for CY 2016, in which it substantially reduced the reimbursement rates for certain vascular access services provided in the physician office setting. For the range of procedures provided in a vascular access center, these cuts represent an average reduction of 20.5 percent compared to the prior year. For the most common dialysis access related procedures, the cuts averaged as 32.2 percent compared to the prior year. Azura Vascular Care (previously known as Fresenius Vascular Care) is converting many of its facilities into ambulatory surgery centers. This more regulated model allows Azura Vascular Care to enhance coordination of care and expand services while offering a more specialized and less costly site of service as compared to hospital settings. Converting facilities to ambulatory surgical centers will require capital, take time and be subject to applicable federal and state regulations; certificates of need will be required in some states.

On November 13, 2017, CMS issued the final rule for the Medicare hospital Outpatient Prospective Payment System (OPPS) and the Ambulatory Surgical Center (ASC) Payment System for CY 2018, in which it removed certain dialysis HCPCS codes, applicable to angioplasty, thrombectomy and stenting procedures, from the list of codes that are considered device intensive. Since the payment indicator for device intensive procedures results in higher reimbursement for these procedures, the effect of this change is a reduction (approximately 27%) in reimbursement for these procedures in the ASC setting.

On November 2, 2018, CMS issued the CY 2019 final rule for hospital outpatient and ambulatory surgery center payment systems. CMS did not finalize the proposal to designate certain other dialysis vascular access codes as office based procedures, which would have capped reimbursement for those codes at the Medicare physician fee schedule rate. For CY 2019, those dialysis vascular access codes will continue to be paid at the ASC rate. The final rule updating the ASC Fee Schedule for CY 2019 decreased the reimbursement rates for certain vascular access services. For the range of procedures provided in an ASC, these cuts represent an average decrease of 3.3 percent compared to the prior year. For the most common dialysis access related procedures, the average decrease was also 3.3 percent compared to the prior year. CMS also updated the Physician Fee Schedule for CY 2019. For the range of procedures provided in a physician office, the CY 2019 Physician Fee Schedule represents an average increase of 0.06% percent compared to the prior year and for the most common dialysis access related procedures, an increase of 0.3% compared to the prior year.

ESRD PPS quality incentive program. The ESRD PPS's quality incentive program ("QIP") affects Medicare payments based on performance of each facility on a set of quality measures. Based on a prior year's performance, dialysis facilities that fail to achieve the established quality standards have payments for a particular year reduced by up to 2 percent. CMS updates the set of quality measures each year, adding, revising or retiring measures. The 2018 QIP payment adjustments are based on each facility's performance in 2016 on a set of measures that focus on anemia management, dialysis adequacy, reporting of dialysis events to the Centers for Disease Control and Prevention ("CDC"), administration of patient satisfaction surveys and monthly reporting of mineral metabolism. For payment year 2018, CMS added two new clinical measures (standardized transfusion ratio and pediatric peritoneal dialysis adequacy) and three

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new reporting measures (pain assessment and follow-up, clinical depression screening and follow-up and influenza vaccination of healthcare personnel).

The ESRD PPS final rule, released on November, 1 2018, also updated the ESRD QIP, for payment years 2021 and 2022, under which payments made to dialysis facilities are subject to reduction based on clinical measures. The final rule includes QIP alignments for the payment year 2021 to the CMS Meaningful Measures Initiatives. Specifically, for PY 2021, the rule finalizes measure removal factors, removes four measures, and makes changes to the measure domain categories including establishment of Patient and Family Engagement/Care Coordination and the Clinical Care as individual domains. The rule also establishes new domain and measure weights. The rule delays reporting of QIP data for new facilities until four months after the CMS certification number becomes effective in effort to provide facilities with more time to learn how to report the required data. The rule also finalizes proposed increases to the number of facilities selected for National Healthcare Safety Networks (NHSN) data validation study from 35 to 150 as well as making the Consolidated Renal Operations in a Web-Enabled Network data validation study into a permanent program requirement. For PY 2022, the ruling finalizes the adoption of the Percentage of Prevalent Patients Waitlisted Measure (PPPW) within the proposed Care Coordination Measure Domain as well as a proposal to adopt the Medication Reconciliation for Patients Receiving Care at Dialysis Facilities (MedRec) Measure within the Safety Measure Domain.

ACA provides for broad healthcare system reforms, including (i) provisions to facilitate access to private health insurance, (ii) expansion of the Medicaid program, (iii) industry fees on device and pharmaceutical companies based on sales of brand name products to government healthcare programs, (iv) increases in Medicaid prescription drug rebates, (v) commercial insurance market reforms that protect consumers, such as bans on lifetime and annual limits, coverage of pre-existing conditions, and limits on waiting periods, (vi) provisions encouraging integrated care, efficiency and coordination among providers (vii) provisions for reduction of healthcare program waste and fraud and (viii) a 2.3 percent excise tax on manufacturers' medical device sales starting in 2013. However, pursuant to the Consolidated Appropriations Act of 2016, enacted December 18, 2015, the medical device excise tax was suspended for all sales of such devices in 2016 and 2017. On January 22, 2018, Congress passed a continuing resolution that further extended this moratorium for 2018 and 2019. We cannot predict whether Congress will further suspend or repeal this tax in the future. In 2017, Congress considered legislation to "repeal and replace" ACA and may return to these issues in the future, but we cannot predict what provisions will be affected and what changes will result. Further, the Trump Administration may take various administrative actions that could materially affect how ACA provisions are implemented. We cannot predict the nature, extent, or impact of any such actions.

ACA includes a provision referred to as the individual mandate that requires most U.S. citizens and noncitizens to have health insurance that meets certain specified requirements or be subject to a tax penalty. On December 22, 2017, President Trump signed into law sweeping changes to the U.S. Tax Code. Among the provisions included in the law was an amendment to this ACA provision that reduced to zero the excise tax penalty imposed on individuals who do not obtain minimum essential health care coverage. The provision became effective starting in 2019. The Congressional Budget Office estimated in November of 2017 that elimination of the mandate has the potential to decrease the number of individuals with health insurance by approximately 4 million in 2019 and premiums are likely to increase because healthier individuals are likely to opt out of paying for health insurance without the influence of a penalty. On February 26, 2018, the Texas and Wisconsin Attorneys General, leading a 20-state coalition, filed a lawsuit challenging the constitutionality of the ACA in the Northern District of Texas titled Texas and Wisconsin, et al v. United States, et al (N.D. Tex). The plaintiffs argued that because the amendment "renders legally impossible the Supreme Court's prior savings construction of the Affordable Care Act's core provision – the individual mandate – the Court should hold that the ACA is unlawful and enjoin its operations." On December 14, 2018, the Court granted a partial summary judgment finding the individual mandate unconstitutional and the remaining provisions of the ACA inseparable, and therefore invalid, and granted the plaintiffs' claim for declaratory relief in Count 1 of the amended complaint. On December 30, 2018, the Court issued a final judgment on Count 1, which enabled the decision to be appealed. On December 31, 2018, the Court entered an order staying the remainder of the case pending resolution of the appeal. It is not possible for us to predict the outcome of this lawsuit or what if any impact the elimination of the individual mandate will have on the patients seeking our products and services.

Pharmaceuticals. We participate in the federal Medicaid rebate program established by the Omnibus Budget Reconciliation Act of 1990, as well as several state supplemental rebate programs. We make our pharmaceutical products available to authorized users of the Federal Supply Schedule ("FSS") of the

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General Services Administration under an FSS contract negotiated by the Department of Veterans Affairs ("VA"). Under our license to market and distribute the intravenous iron medication Venofer® to freestanding dialysis clinics, we also are considered, for statutory price reporting purposes, to be the manufacturer of Venofer® (when sold by us under one of our national drug codes ("NDCs")), which is reimbursed under Part B of the Medicare program. Our products also are subject to a federal requirement that any company participating in the Medicaid rebate or Medicare program charge prices comparable to the rebates paid to State Medicaid agencies on purchases under the Public Health Services ("PHS") pharmaceutical pricing program managed by the Department of Health and Human Services ("HHS") (also known as the "340B program" by virtue of the section of the Public Health Service Act ("PHSA") that created the program). The PHS pricing program extends these deep discounts on outpatient drugs to a variety of community health clinics and other entities that receive health services grants from the PHS, certain "look alikes," as well as various other providers. ACA expanded the 340B program to include additional providers.

Under the Medicaid rebate program, we pay a rebate to each state Medicaid program based upon sales of our covered outpatient drugs that are separately reimbursed by those programs. ACA increased the minimum federal Medicare rebate percentages, effective January 1, 2010. Rebate calculations and price reporting rules are complex and, in certain respects, subject to interpretations of law, regulation, or policy guidance by us, government or regulatory agencies and the courts. The Medicaid rebate amount is computed each quarter based on our submission to CMS of our current Average Manufacturer Price ("AMP") and Best Price for our pharmaceutical products. The Veterans Health Care Act imposes a requirement that the prices we charge to certain federal entities under the FSS must be no greater than the Federal Ceiling Price, which is determined by applying a statutory discount to the average price charged to non-federal customers through wholesalers. Because the amount the government pays to reimburse the cost of a drug under Part B of the Medicare program is ordinarily based on the drug's average sales price ("ASP"), additional price calculation and reporting obligations are imposed on the manufacturers of Part B drugs under that program (to the extent these manufacturers participate in the Medicaid rebate program, from which an obligation to report Part B drug prices flows). Since Venofer® is covered under Part B, we are responsible for compiling and utilizing a wide range of sales data elements to determine the ASP of Venofer® marketed under our NDC, and reporting it to CMS. The Medicare ESRD PPS system incorporates payment for Venofer® at dialysis facilities.

Government agencies may make changes in program interpretations, requirements or conditions of participation, and retain the right to audit the accuracy of our computations of rebates and pricing, some of which may result in implications (such as recoupment) for amounts previously estimated or paid which may have a material adverse effect on our operating results.

Laboratory tests. Spectra obtains a portion of its revenue from Medicare, which pays for clinical laboratory services provided to dialysis patients in two ways. Payment for most tests is included in the ESRD PPS bundled rate paid to dialysis clinics. The dialysis clinics obtain the laboratory services from laboratories and pay the laboratories for the services. In accordance with industry practice, Spectra usually provides such testing services under capitation agreements with its customers pursuant to which it bills a fixed amount per patient per month to cover the laboratory tests included in the ESRD PPS rate at the frequencies designated in the capitation agreement. Second, the few laboratory tests performed by Spectra for Medicare beneficiaries that are not included in the ESRD PPS bundled rate are billed separately to Medicare. Such tests are paid at 100 percent of the payment amounts on Medicare's Clinical Laboratory Fee Schedule ("CLFS"); these amounts vary across different geographic areas but which cannot exceed national ceilings on payment rates, called national limitation amounts ("NLAs"). Medicare updates the payment rates to reflect inflation by the change in consumer price index, subject to certain reductions.

PAMA requires CMS to substantially revise how payment rates are determined under the CLFS. Through regulations, CMS delayed the effective date of the new payment rates from January 1, 2017 (as required by PAMA) to January 1, 2018. The new rates will be determined based on the median of rates paid by private payors for these tests in the period before the new rates take effect. The new rates will be effective for most tests for a three-year period, with no updates during that period for inflation or other factors. PAMA provides that rate declines will be limited to 10 percent in each of the first three years. Final estimates of the effects of the new rate-setting system on CLFS revenues are not yet available, but in general payment rates for most tests paid on the CLFS will decline. These declines are not expected to directly affect Spectra's principal source of revenue, payments from dialysis facilities for laboratory tests included in the ESRD PPS. We cannot predict whether Spectra may witness indirect effects in future years as the laboratory industry and its customers adjust to the new CLFS rates.

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Coordination of benefits. Medicare entitlement begins for most patients at least three months after the initiation of chronic dialysis treatment at a dialysis center. During the first three months, considered to be a waiting period, the patient or patient's insurance, Medicaid or a state renal program is generally responsible for payment.

Patients who are covered by Medicare and are also covered by an employer group health plan ("EGHP") are subject to a 30-month coordination period during which the EGHP is the primary payor and Medicare the secondary payor. During this coordination period the EGHP pays a negotiated rate or in the absence of such a rate, our standard rate or a rate defined by its plan documents. The EGHP payments are generally higher than the Medicare payment. EGHP insurance, when available, will therefore generally cover as the primary payor for a total of 33 months, including the 3-month waiting period plus the 30-month coordination period. Any significant decreases in EGHP reimbursement rates could have material adverse effects on our provider business and, because the demand for our products is affected by provider reimbursement, on our products business.

Participation in new Medicare payment arrangements. For information on our value-based agreements and health insurance products, see "– Business Overview – Care Coordination – Health Plans.", above.

Possible changes in statutes or regulations. Further federal or state legislation or regulations may be enacted in the future that could substantially modify or reduce the amounts paid for services and products offered by us and our subsidiaries and/or implement new or alternative payment models for dialysis that could present more risk sharing for dialysis clinics. For example, the Dialysis Patient Access to Integrated-care, Empowerment, Nephrologists, Treatment, and Services Demonstration Act of 2016 (a.k.a., the PATIENTS Act, S.3090/H.R.5942) was introduced in the U.S. Congress during the last session. If enacted, the legislation would, among other things, create a new ESRD-specific model of coordinated care not unlike that of the ESRD Seamless Care Organizations that would be mandated to be Advanced Alternate Payment Models as defined by the Medicare Access and CHIP Reauthorization Act, give enrolled patients supplemental benefits beyond what is available under current Medicare plans and establish incentives for providers, physicians and patients enrolled in the model. Nephrologists who are APM qualified participants would be eligible for the 5% payment bonus and would not be required to comply with MIPS reporting requirements. Other examples include ballot initiatives introduced at the state level which could further regulate clinic staffing requirements, state inspection requirements and commercial reimbursement rates. State regulation at this level would introduce an unprecedented level of oversight and additional expense at the clinic level which could have a material adverse effect on our business in the impacted states. While there is uncertainty regarding the passage and scope of these ballot initiatives, if some form of ballot initiative passes at the state level, such action could have a material adverse impact on our business. It is also possible that statutes may be adopted or regulations may be promulgated in the future that impose additional eligibility requirements for participation in the federal and state healthcare programs. Such new legislation or regulations could, depending upon the detail of the provisions, have positive or adverse effects, possibly material, on our businesses and results of operations. See "Item 3. Key Information – D. Risk Factors – Risks relating to regulatory matters "We operate in a highly regulated industry such that the potential for legislative reform provides uncertainty and potential threats to our operating models and results" and "Changes in reimbursement for dialysis and other healthcare services could materially impact our operating results," as well as "– Healthcare Reform" below.

Non-U.S.

As a global company delivering health care and dialysis products in around 150 countries worldwide, we face the challenge of addressing the needs of patients and customers in widely varying economic and healthcare environments. A country's approach to reimbursement and market pricing is markedly influenced by the type of healthcare funding system it employs. National insurance systems have been characterized by greater decentralisation and generally a more widespread use of 'fee-for-service' agreements.

In the major European and British Commonwealth countries, healthcare systems are generally based on one of two funding models. The healthcare systems of countries such as Germany, France, Belgium, Austria, Czech Republic, Poland, Hungary, Turkey and the Netherlands are based on the Bismarck-type system, which is based on mandatory employer and employee contributions dedicated to health care financing. Countries such as the United Kingdom, Canada, Denmark, Finland, Portugal, Sweden and Italy established their national health services using the Beveridge-type system, which provides a national health

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care system financed by taxes. However, during the last decade, healthcare financing under many social security systems has also been significantly subsidized with tax money.

In Asia Pacific, countries such as Australia, New Zealand, Hong Kong, Macau, Malaysia, South Korea, Taiwan, and Thailand have a tax-based healthcare funding system which implies universal health provision coverage, but also renders governments with more direct levers to control expenditures. Japan's and Philippines's healthcare is financed through premiums paid into funds, while Indonesia is working to achieve universal coverage in a comparable system by 2019. Singaporeans contribute to a mandatory medical savings plan that can be used to cover hospital costs and may receive a limited amount of tax-based subsidies to cover catastrophic illnesses. China aims for universal coverage by 2020 by enrolling patients in various mixed social insurance and taxation-based schemes.

In Latin America, health care systems are funded by public payors, private payors or a combination of both. For countries such as Argentina, Brazil, Chile, Colombia, Curaçao, Ecuador and Peru, Universal Health Care ("UHC") covers ESRD for all citizens, funded by employers as well as individual compulsory contributions. In Peru, UHC is not yet fully implemented. Private insurers complement health care coverage, particularly in Argentina, Brazil and Colombia, and may be preferred by patients for a better quality of treatment or convenience. For those countries in Latin America in which we operate, with the exception of Chile, Curaçao, Ecuador and Peru where rates may vary depending upon payors, reimbursement rates are independent of treatment modality. Each payor (public or private) defines its own tariff, subject to a yearly revision to restore the value eroded by inflation. In Colombia, competition bids for lower prices without regard to adjusted tariffs and in Brazil, where public payors represent more than 60% of the share, inflation adjustments for dialysis care services are not often received.

Remuneration for ESRD treatments widely differs between countries but there are three broad types of reimbursement modalities: global budget, fee-for-service reimbursement and a bundled payment or capitation rate paid at predetermined periods. In some cases, reimbursement modalities may also vary within the same country depending on the type of healthcare provider (public or private). Budget allocation is a reimbursement modality used mainly for public providers in most of European countries where the funding is based on taxation and in some of the countries where it is based on social security. Fee for service, which used to be the most common reimbursement modality for private providers in European and Asia Pacific countries, is increasingly being replaced by periodic reimbursement bundles. These include different components of the ESRD treatment and level of payment is linked to certain quality parameters.

Generally, in European countries with established dialysis programs, reimbursements range from $100 to more than $400 per treatment. In Asia-Pacific and Latin America, reimbursement rates can be significantly lower. Where treatment is reimbursed on a fee-for-service basis, reimbursement rates are sometimes allocated in accordance with the type of treatment performed. However, because the services and costs that are reimbursed differ widely between countries, calculation of an average global reimbursement amount would likely bear little relation to the actual reimbursement system in any one country. Hence, country comparison will be relevant only if it includes an analysis of the cost components covered, including their individual costs, services rendered and the structure of the dialysis clinic in the countries being compared.

Anti-kickback statutes, False Claims Act, Stark Law and other fraud and abuse laws in the United States

Some of our operations are subject to federal and state statutes and regulations governing financial relationships between healthcare providers and potential referral sources and reimbursement for services and items provided to Medicare and Medicaid patients. Such laws include the Anti-Kickback Statute, the False Claims Act, the Stark Law, and other federal healthcare fraud and abuse laws and similar state laws. The U.S. Government, many individual states and private third-party risk insurers have devoted increasing resources to combat fraud, waste, and abuse in the healthcare sector.

The Office of the Inspector General of HHS ("OIG"), state Medicaid fraud control units, and other enforcement agencies have dedicated substantial resources to their efforts to detect agreements that may violate fraud and abuse laws.

The government's ability to pursue actions against potential violators has been enhanced over the past years, by expanding the government's investigative authority, expanding criminal and administrative penalties, by increasing funding for enforcement and providing the government with expanded opportunities to pursue actions under the federal Anti-Kickback Statute, the False Claims Act, and the

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Stark Law. For example, ACA narrowed the public disclosure bar under the False Claims Act, allowing increased opportunities for whistleblower litigation. In addition, the legislation modified the intent standard under the federal Anti-Kickback Statute, making it easier for prosecutors to prove that alleged violators had met the requisite knowledge requirement. ACA and implementing regulations also require providers and suppliers to report any Medicare or Medicaid overpayment and return the overpayment on the later of 60 days of identification of the overpayment or the date the cost report is due (if applicable), or all claims associated with the overpayment will become false claims. The ACA also provides that any claim submitted from an arrangement that violates the Anti-Kickback Statute is a false claim.

Health care reform

In response to increases in health care costs in recent years, there have been, and continue to be, proposals by the federal government, state governments, regulators and third-party payors to control these costs and reform the U.S. healthcare system. The ACA, enacted in 2010, contained 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 starting in 2011 based on sales of brand name pharmaceuticals to government healthcare programs, (iv) increases in Medicaid prescription drug rebates effective January 1, 2010, (v) commercial insurance market reforms that protect consumers, such as bans on lifetime and annual limits, coverage of pre-existing conditions, and limits on waiting periods, (vi) provisions encouraging integrated care, efficiency and coordination among providers (vii) provisions for reduction of healthcare program waste and fraud and (viii) a 2.3% excise tax on manufacturers' medical device sales starting in 2013. However, pursuant to the Consolidated Appropriations Act of 2016, which was signed into law on December 18, 2015, the medical device excise tax was suspended for all sales of such devices in 2016 and 2017. On January 22, 2018, Congress passed a continuing resolution that further extended this moratorium for 2018 and 2019. Throughout the years of the Obama Administration, the Republicans in Congress attempted on several occasions to repeal the ACA, recognizing that any such effort would be rejected by a Presidential veto. Similarly, during the 2016 Presidential campaign, Donald Trump called for a repeal and replacement of the ACA. With the election of Trump and with both Houses of Congress retaining a Republican majority, it was widely anticipated that Congress and the President would proceed to repeal and replace the ACA. But despite the fact that Republican leadership in both the House and the Senate has proposed legislation on multiple occasions that would replace the ACA's private insurance market reforms and substantially modify federal funding and other aspects of the Medicaid program, these efforts have been unsuccessful to date. Nevertheless, it is likely that additional attempts will be made in the future. Thus, the outcome of changes in health care policy and law are difficult to predict, and while there may be changes that are both favorable and unfavorable to us, it is possible that the overall impact of certain changes could be materially adverse to our business.

In National Federation of Independent Business v. Sebelius , the U.S. Supreme Court affirmed the right of individual states to elect whether or not to participate in ACA's Medicaid expansion. As of October 2017, thirty-two states (including the District of Columbia) elected to expand their programs. Because 19 states declined to participate, the number of uninsured individuals will be greater than originally expected when the ACA was passed. We cannot predict whether additional states will agree to participate in the expansion in future years, presuming that there is no change in the current law.

The Trump Administration has made changes in the leadership of CMS and the Department of Health and Human Services and this new leadership has initiated revisions to regulations and sub-regulatory guidance relating to implementation of various provisions of ACA, with or without changes legislation. Additional changes may continue to occur, regardless whether the ACA is repealed. Significantly, in October 2017, the Trump Administration announced that it would immediately cease paying cost-sharing reduction (CSR) subsidies to insurers. These subsidies reduce deductibles, coinsurance and copayments for individuals and families at or below 250% of the federal poverty level. Under the law insurers are still mandated to provide lower out-of-pocket costs for low-income individuals; as a result, ending CSR payments has caused many insurers to increase premiums in the individual insurance market to offset the loss of the federal support. However, in February 2018, the Trump administration altered course and requested and received authority to fund $1.2 billion to insurance exchanges, including CSR payments, as part of the administration's 2019 budget. A portion of this requested funding is expected to also fund the dismantling of the insurance exchanges. We cannot predict whether the inclusion of this funding in the budget for 2019 will come to pass. If the Administration pursues the course indicated in October, then litigation that could stem from the decision to end the payments and likely will create uncertainty for the foreseeable future. Given this uncertainty, some insurers may decide to leave the individual exchanges altogether.

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In addition, further regulations may be promulgated in the future that could substantially change the Medicare and Medicaid reimbursement systems, or that could impose additional eligibility requirements for participation in the federal and state healthcare programs. Moreover, such regulations could alter the current responsibilities of third-party insurance payors (including employer-sponsored health insurance plans, commercial insurance carriers and the Medicaid program) including, without limitation, with respect to cost-sharing. Changes of this nature could have significant effects on our businesses, but, due to the continued uncertainty about the implementation of the ACA, including potential further legal challenges to or significant modifications to or repeal of that legislation (see, for example, the discussion above regarding the proceedings in the Northern District of Texas, Texas and Wisconsin, et al v. United States, et al), the outcomes and impact of such changes on our business, financial condition and results of operations are impossible to quantify or predict.

In January 2018, the Trump Administration released guidance aimed at allowing states to impose work requirements for Medicaid beneficiaries, a major shift in the design of the health insurance program for the poor and disabled. The Centers for Medicare and Medicaid Services claims that work requirements will help people lead healthier lifestyles. Opponents fear the requirements simply will lead to the poor and disabled losing health benefits. At least nine states have applied for Medicaid waivers that include work requirements. The Kentucky and Indiana programs have been approved by CMS. The other states who have applied for waivers are Arizona, Arkansas, Indiana, Kansas, Maine, New Hampshire, North Carolina, Utah and Wisconsin. It is not currently possible to accurately predict the impact such programs will have over time.

C. Organizational structure

The following chart shows our organizational structure and our significant subsidiaries as of December 31, 2018. Fresenius Medical Care Holdings, Inc. conducts its business as "Fresenius Medical Care North America."

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D. Property, plant and equipment

Property

The table below describes our principal facilities. We do not own the land and buildings comprising our principal facilities in Germany. Rather, we lease those facilities on a long-term basis from Fresenius SE or one of its affiliates. These leases are described under "Item 7.B. Related Party Transactions – Real Property Lease."

Location		Currently owned or leased by Fresenius Medical Care	Lease expiration	Use

Ogden, Utah	102,193	owned		Manufacture polysulfone membranes and dialyzers and peritoneal dialysis solutions; research and development
St. Wendel, Germany	101,288	leased	December 2026	Manufacture of polysulfone membranes, dialyzers and peritoneal dialysis solutions; research and development
Suzhou, China (Changshu Plant)	83,808	owned		Manufacture of hemodialysis bloodline sets & AV Fistula set, HD dialyzer and peritoneal dialysis solutions
Biebesheim / Gernsheim, Germany	58,500	leased	December 2023	Central distribution Europe, Asia Pacific and Latin America
L´Arbresle, France	47,674	owned		Manufacture of polysulfone dialyzers, special filters, dry & liquid hemodialysis concentrates, empty pouches, injection molding
Schweinfurt, Germany	38,100	leased	December 2026	Manufacture of hemodialysis machines and peritoneal dialysis cyclers; research and development
Fukuoka, Japan (Buzen Plant)	37,092	owned		Manufacture of peritoneal dialysis bags and dialyzers
Cota, Colombia	37,000	owned		Manufacture of dry and liquid concentrates, CAPD and APD bags, Intravenous solutions, empty Biofine bags.
Enstek, Malaysia	28,778	owned		Manufacture and peritoneal dialysis solutions and hemodialysis concentrate
Waltham, Massachusetts	28,497	leased	April 2029	Corporate headquarters and administration – North America
Fukuoka, Japan (Buzen Plant) – Site Area for future expansion	27,943	owned		Manufacture of peritoneal dialysis bags and dialyzers
Palazzo Pignano, Italy	27,435	owned		Manufacture of bloodlines and tubing, office
Knoxville, Tennessee	25,734	owned		Manufacture peritoneal dialysis solutions

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Location		Currently owned or leased by Fresenius Medical Care	Lease expiration	Use

São Paulo, Brazil	24,755	owned		Manufacture of hemodialysis concentrate solutions, dry hemodialysis concentrates, peritoneal dialysis bags, intravenous solutions bags, peritoneal dialysis and blood lines sets and Warehouse
Guadalajara, México	24,234	owned		Manufacture of saline, sodium citrate and liquid acids
Buenos Aires, Argentina	20,000	owned		Manufacture of hemodialysis concentrate solutions, dry hemodialysis concentrates and disinfectants
Rockleigh, New Jersey	19,974	leased	December 2028	Clinical laboratory testing
Concord, California	17,586	leased	July 2028	Manufacture of Hemodialysis machines and peritoneal dialysis cyclers; research and development; warehouse space
Reynosa, Mexico	15,746	leased	November 2027	Manufacture of bloodlines
Vrsac, Serbia	15,365	owned		Administration, production and warehouse building
Bad Homburg, Germany	11,040	leased	December 2026	Corporate headquarters and administration
Bad Homburg (OE), Germany	10,300	leased	December 2026	Manufacture of hemodialysis concentrate solutions / Technical Services / Logistics services

We lease most of our dialysis clinics, manufacturing, laboratory, warehousing and distribution and administrative and sales facilities in the U.S. and other countries on terms which we believe are customary in the industry. We own those dialysis clinics and manufacturing facilities that we do not lease.

For information regarding our capital expenditures, see "Item 4.B. Business Overview – Capital Expenditures."

Item 4A. Unresolved staff comments

Not applicable

Item 5. Operating and financial review and prospects

You should read the following discussion and analysis of the results of operations of Fresenius Medical Care AG & Co. KGaA and its subsidiaries in conjunction with our historical consolidated financial statements and related notes contained elsewhere in this report. Some of the statements contained below, including those concerning future revenue, costs and capital expenditures and possible changes in our industry and competition and financial conditions include forward-looking statements. We made these forward-looking statements based on the expectations and beliefs of the management of our General Partner concerning future events which may affect us, but we cannot assure that such events will occur or that the results will be as anticipated. Because such statements involve risks and uncertainties, actual results may differ materially from the results which the forward-looking statements express or imply. Such statements include the matters and are subject to the uncertainties that we described in the discussion in this report entitled "Introduction – Forward-looking statements." See also Item 3.D., "Key Information – Risk factors."

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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 for our financial statements.

For information about our discretionary accounting policies and estimations, see note 2 of the notes to our consolidated financial statements found elsewhere in this report. The critical accounting policies, the judgments made in the creation 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 below in III. Results of operations, financial position and net assets – "Results of operations."

I. Performance management system

The Management Board oversees our Company by setting strategic and operational targets and measuring various financial key performance indicators used for internal management determined in euro based upon IFRS.

The key performance indicators used for internal management are the same in all the individual operating segments.

Each operating segment is evaluated based on target figures that reflect the revenue and expenses they control. The effects of certain transactions and income taxes are not included as we believe these items to be outside the operating segments' control. Financing is a corporate function, which the operating segments do not control. Therefore, we do not include interest expense relating to financing as an operating segment measurement. Similarly, we do not allocate certain 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 operating segments.

Certain of the following key performance indicators and other financial information as well as discussions and analyses set out in this report include measures that are not defined by IFRS ("Non-IFRS Measure"). We believe this information, along with comparable IFRS measurements, is useful to our investors as it provides a basis for assessing our performance, payment obligations related to performance-based compensation as well as our compliance with financial covenants. Non-IFRS financial measures should not be viewed or interpreted as a substitute for financial information presented in accordance with IFRS.

Revenue

The management of our operating segments is based on revenue as a key performance indicator. We believe that the key to continue growing our revenue is to attract new patients and increase the number of treatments performed each year. The number of treatments performed each year is therefore an indicator of continued revenue growth. For further information regarding revenue recognition and measurement, refer to note 1j of the notes to consolidated financial statements, "The Company and Basis of Presentation – Significant accounting policies – Revenue recognition" included in this report. Revenue is also benchmarked based on movement at constant exchange rates. See the "Constant currency information" below.

Operating income

Operating income is the most appropriate measure for evaluating the profitability of the operating segments and therefore is also a key performance indicator. Operating income is also benchmarked based on movement at constant exchange rates. See the "Constant currency information" below.

Operating income margin

Operating income margin represents the ratio of operating income to revenue. We believe operating income margin shows the profitability of each of our operating segments or our consolidated company.

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Delivered EBIT (Non-IFRS Measure)

As a result of the significance of noncontrolling interest holders in our operations, we believe a measure that is meaningful to investors is operating income less noncontrolling interests ("Delivered EBIT"). Delivered EBIT approximates the operating income attributable to the shareholders of FMC-AG & Co. KGaA. As such, we believe that operating income, or EBIT, is the closest comparable IFRS measure. Delivered EBIT is also benchmarked based on movement at constant exchange rates. See the "Constant currency information" below.

Below is a table showing the reconciliation of operating income to Delivered EBIT on a consolidated basis for our reporting segments:

Delivered EBIT reconciliation

in € M
	2018			2017			2016
Total
Operating income (EBIT)		3,038			2,362			2,409
less noncontrolling interests		(244	)		(274	)		(276	)

Delivered EBIT		2,794			2,088			2,133
North America
Operating income (EBIT)		2,665			2,086			1,936
less noncontrolling interests		(231	)		(263	)		(267	)

Delivered EBIT		2,434			1,823			1,669
Dialysis
Operating income (EBIT)		1,752			1,942			1,882
less noncontrolling interests		(212	)		(229	)		(243	)

Delivered EBIT		1,540			1,713			1,639
Care Coordination
Operating income (EBIT)		913			144			54
less noncontrolling interests		(19	)		(34	)		(24	)

Delivered EBIT		894			110			30
EMEA
Operating income (EBIT)		399			444			474
less noncontrolling interests		(4	)		(4	)		(3	)

Delivered EBIT		395			440			471
Asia-Pacific
Operating income (EBIT)		304			313			289
less noncontrolling interests		(9	)		(7	)		(6	)

Delivered EBIT		295			306			283
Dialysis
Operating income (EBIT)		270			286			289
less noncontrolling interests		(7	)		(6	)		(6	)

Delivered EBIT		263			280			283
Care Coordination
Operating income (EBIT)		34			27			—
less noncontrolling interests		(2	)		(1	)		—

Delivered EBIT		32			26			—
Latin America
Operating income (EBIT)		29			58			59
less noncontrolling interests		0			0			0

Delivered EBIT		29			58			59

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Net income growth at constant currency (Non-IFRS Measure)

On a consolidated level, percentage growth in net income (net income attributable to shareholders of FMC-AG & Co. KGaA) at constant currency is an additional key performance indicator used for internal management. Please see "Constant currency information" below for more information on the use and calculation of financial measures at constant currency.

Basic earnings per share growth at constant currency (Non-IFRS Measure)

Percentage growth in basic earnings per share at constant currency is a key performance indicator to evaluate our profitability. This indicator helps to manage our overall performance. Basic earnings per share is calculated by dividing net income attributable to shareholders by the weighted-average number of outstanding shares over the course of the year. Please see "Constant currency information" below for more information on the use and calculation of financial measures at constant currency.

Capital expenditures

We manage our investments using a detailed coordination and evaluation process. The Management Board sets our complete investment budget as well as the investment targets. Before realizing specific investment projects or acquisitions, our internal Acquisition & Investment Committee examines the individual projects and measures considering the expected return on investment and potential yield. Investment projects are evaluated using common methods such as net present value, internal interest rate methods and payback periods. We utilize this evaluation methodology to ensure that we only make and implement investments and acquisitions that increase shareholder value. Capital expenditures for property, plant and equipment is an indicator used for internal management. It influences the capital invested for replacement and expansion.

Cash flow measures

Net cash provided by (used in) operating activities in % of revenue

Our consolidated statement of cash flows indicates how we generated and used cash and cash equivalents. In conjunction with our other primary financial statements, it provides information that helps us evaluate changes to our net assets and our financial structure (including liquidity and solvency). Net cash provided by (used in) operating activities is applied to assess whether a business can generate the cash required to make the necessary replacement and expansion of investments. This indicator is impacted by the profitability of our business and the development of working capital, mainly receivables. Net cash provided by (used in) operating activities in percent of revenue shows the percentage of our revenue that is available in terms of financial resources. It is an indicator of our operating financial strength.

Free cash flow in % of revenue (Non-IFRS Measure)

Free cash flow (net cash provided by (used in) operating activities after capital expenditures, before acquisitions and investments) refers to the cash flow we have at our disposal. This indicator shows the percentage of revenue available for acquisitions and investments, dividends to shareholders, reducing debt financing or for repurchasing shares.

The following table shows the significant cash flow key performance indicators for 2018 and 2017 and reconciles free cash flow and free cash flow in percent of revenue to Net cash provided by (used in)

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operating activities and Net cash provided by (used in) operating activities in percent of revenue, respectively:

Cash flow measures

in € M, except where otherwise specified
	2018			2017			2016
Revenue		16,547			17,784			16,570

Net cash provided by (used in) operating activities		2,062			2,192			1,932
Capital expenditures		(1,057	)		(944	)		(931	)
Proceeds from sale of property, plant and equipment		54			103			16

Capital expenditures, net		(1,003	)		(841	)		(915	)

Free cash flow		1,059			1,351			1,017
Net cash provided by (used in) operating activities in % of revenue		12.5	%		12.3	%		11.7	%
Free cash flow in % of revenue		6.4	%		7.6	%		6.1	%

Net leverage ratio (Non-IFRS Measure)

The Net Leverage Ratio is a key performance indicator used for internal management. To determine the Net Leverage Ratio, debt less cash and cash equivalents (net debt) is compared to EBITDA (earnings before interest, taxes, depreciation and amortization) (adjusted for acquisitions and divestitures made during the year with a purchase price above a €50 M threshold as defined in the Amended 2012 Credit Agreement and non-cash charges). The ratio is an indicator of the length of time the Company needs to service the net debt out of its own resources. We believe that the Net Leverage Ratio provides more reliable information about the extent to which we are able to meet our payment obligations rather than considering only the absolute amount of our debt. We have a strong market position in a growing, global and mainly non-cyclical market. Furthermore, most of our customers have a high credit rating as the dialysis industry is characterized by stable and sustained cash flows. We believe this enables us to work with a relatively large share of debt capital compared with companies in other industries. The following table shows the reconciliation of Net Leverage Ratio as of December 31, 2018 and 2017.

Reconciliation of net leverage ratio

in € M, except for net leverage ratio
	December 31, 2018		December 31, 2017
Debt		7,546		7,448
Cash and cash equivalents		2,146		978

Net debt		5,400		6,470
Operating income ^(1), ⁽²⁾		2,215		2,372
Depreciation and amortization ⁽¹⁾		716		731
Non-cash charges		45		51

EBITDA ^(1), ⁽²⁾		2,976		3,154



Net leverage ratio ^(1), ⁽²⁾		1.8		2.1

(1): Including adjustments for acquisitions and divestitures made within the reporting period with a purchase price above a €50 M threshold as defined in the Amended 2012 Credit Agreement.
(2): 2018 excluding the gain related to divestitures of Care Coordination activities (see note 4 c) of the notes to the consolidated financial statements).

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Return on invested capital ("ROIC")(Non-IFRS Measure)

ROIC is the ratio of operating income after tax ("net operating profit after tax" or "NOPAT") to the average invested capital of the last five quarter closing dates and expresses how efficiently we allocate the capital under our control or how well we employ our capital with regard to a specific investment project. The following table shows the reconciliation of average invested capital to total assets, which we believe to be the most directly comparable IFRS financial measure, and how ROIC is calculated:


Reconciliation of average invested capital and ROIC in € M, except where otherwise specified

2018

Total assets	26,242		25,587		25,045		23,091		22,930
Plus: Cumulative goodwill amortization	413		407		405		385		395
Minus: Cash and cash equivalents	(2,146	)	(1,754	)	(1,657	)	(800	)	(931	)
Minus: Loans to related parties	(81	)	(112	)	(118	)	(109	)	(92	)
Minus: Deferred tax assets	(345	)	(328	)	(334	)	(325	)	(315	)
Minus: Accounts payable	(641	)	(611	)	(559	)	(496	)	(577	)
Minus: Accounts payable to related parties	(154	)	(194	)	(183	)	(236	)	(147	)
Minus: Provisions and other current liabilities ⁽¹⁾	(2,728	)	(2,748	)	(2,689	)	(2,406	)	(2,565	)
Minus: Income tax payable	(165	)	(209	)	(330	)	(239	)	(194	)

Invested capital	20,395		20,038		19,580		18,865		18,504



Average invested capital as of December 31, 2018	19,476
Operating income ⁽²⁾	3,024
Income tax expense ^(2), ⁽³⁾	(617	)

NOPAT	2,407



ROIC in %	12.4%

2017

Total assets	24,025		24,156		24,617		26,016		25,825
Plus: Cumulative goodwill amortization	394		400		413		439		444
Minus: Cash and cash equivalents	(978	)	(729	)	(721	)	(678	)	(716	)
Minus: Loans to related parties	(92	)	(146	)	(169	)	(220	)	(220	)
Minus: Deferred tax assets	(315	)	(334	)	(308	)	(311	)	(292	)
Minus: Accounts payable	(590	)	(518	)	(484	)	(505	)	(584	)
Minus: Accounts payable to related parties	(147	)	(224	)	(216	)	(271	)	(264	)
Minus: Provisions and other current liabilities ⁽¹⁾	(2,791	)	(2,763	)	(2,822	)	(2,791	)	(2,866	)
Minus: Income tax payable	(194	)	(251	)	(234	)	(277	)	(242	)

Invested capital	19,312		19,591		20,076		21,402		21,085



Average invested capital as of December 31, 2017	20,293
Operating income ⁽²⁾	2,372
Income tax expense ^(3), ⁽⁴⁾	(617	)

NOPAT	1,755



ROIC in %	8.6%

(1): Including non-current provisions, non-current labor expenses and variable payments outstanding for acquisitions and excluding pension liabilities and noncontrolling interests subject to put provisions.
(2): Including adjustments for acquisitions and divestitures made within the reporting period with a purchase price above a € 50 M threshold as defined in the Amended 2012 Credit Agreement.
(3): Adjusted for noncontrolling partnership interests.
(4): Includes the remeasurement of deferred tax balances as a result of U.S. tax reform ("U.S. Tax Reform") of approximately €236 M.

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Non-IFRS measures not utilized as key performance indicators

EBITDA (Non-IFRS)

EBITDA is the basis for determining compliance with certain covenants contained in our Amended 2012 Credit Agreement or may be relevant in other major financing arrangements. You should not consider EBITDA to be an alternative to net earnings determined in accordance with IFRS 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 to fund debt service, capital expenditures and other 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, particularly since our calculation of EBITDA includes adjustments provided in our Amended 2012 Credit Agreement. A reconciliation of EBITDA to cash flow provided by (used in) operating activities, which we believe to be the most directly comparable IFRS financial measure, is calculated as follows:


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



Total EBITDA	3,763		3,098		3,110
Interest expense (net of interest income)	(301	)	(365	)	(363	)
Income tax expense	(511	)	(443	)	(625	)
Change in deferred taxes, net	89		(203	)	—
Changes in operating assets and liabilities	(153	)	209		(159	)
Compensation expense related to share-based plans	11		47		27
(Gain) loss on sale of fixed assets, investments and divestitures	(807	)	(94	)	(5	)
Other items, net	(29	)	(57	)	(53	)

Net cash provided by (used in) operating activities	2,062		2,192		1,932

Constant currency information (Non-IFRS)

Some key performance indicators and other financial measures used in this report such as changes in revenue, operating income and net income attributable to shareholders of FMC-AG & Co. KGaA include the impact of translating local currencies to our reporting currency for financial reporting purposes. We calculate these Non-IFRS financial measures at constant exchange rates in our filings to show changes in our revenue, operating income, net income attributable to shareholders of FMC-AG & Co. KGaA and other items without giving effect to period-to-period currency fluctuations. Under IFRS, amounts received in local (non-euro) currency are translated into euro at the average exchange rate for the period presented. Once we translate the local currency for the constant currency, we then calculate the change, as a percentage, of the current period calculated using the prior period exchange rates versus the prior period. This resulting percentage is a Non-IFRS Measure referring to a change as a percentage at constant currency. These currency-adjusted financial measures are identifiable by the designated terms "Constant Exchange Rates" or "Constant Currency."

We believe that the measures at Constant Currency (Non-IFRS Measure) are useful to investors, lenders and other creditors because such information enables them to gauge the impact of currency fluctuations on our revenue, operating income, net income attributable to shareholders of FMC-AG & Co. KGaA and other items from period to period. However, we 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 into euro. We do not evaluate our results and performance without considering both Constant Currency period-over-period changes in Non-IFRS revenue, operating income, net income attributable to shareholders of FMC-AG & Co. KGaA and other items and changes in revenue, operating income, net income attributable to shareholders of FMC-AG & Co. KGaA and other items prepared in accordance with IFRS. 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, operating income, net income attributable to shareholders of FMC-AG & Co. KGaA and other items prepared in accordance with IFRS. We present the growth rate derived from IFRS measures next to the growth rate derived from Non-IFRS measures such as revenue, operating income, net income attributable to shareholders of FMC-AG & Co. KGaA and other items. As the reconciliation is

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inherent in the disclosure, we believe that a separate reconciliation would not provide any additional benefit.

Business metrics for Care Coordination

The measures for the North America Segment and the Asia-Pacific Segment discussed below include prior programs in which we participated and current and future programs that we will be participating in and will be reflected in the discussion of our business. Currently, in our North America Segment, sub-capitation, BPCI (until June 28, 2018 – (see note 4 c) of the notes to the consolidated financial statements found elsewhere in this report), ESCO programs, MA-CSNPs and other shared savings programs are included within the Member Months and Medical Cost Under Management calculations below. In the future, other programs may be included in the metrics below. Note that due to the timing required by CMS to review the BPCI and ESCO program data that we provide, estimates have been used to report these metrics in a timely manner. The Asia-Pacific Segment Care Coordination metric currently used for discussion purposes is patient encounters. These metrics may be developed further in future periods. These metrics are neither IFRS measures nor non-IFRS measures, and are therefore not accompanied by or reconciled to IFRS measures.

Member months under medical cost management

In our North America Segment, member months under medical cost management is calculated by multiplying the number of members included in value-based reimbursement programs, such as Medicare Advantage plans or other value-based programs in the U.S., by the corresponding number of months these members participate in those programs ("Member Months"). In the aforementioned programs, we assume the risk of generating savings. The financial results are recorded in earnings as our performance is determined. The membership offerings within Care Coordination are sub-capitation arrangements, MA-CSNPs, ESCO and BPCI (until June 28, 2018 – see note 4 c) of the notes to the consolidated financial statements found elsewhere in this report) programs as well as other shared savings programs. An increase in patient membership may indicate future earnings or losses as our performance is determined through these managed care programs.

Medical cost under management

In our North America Segment, medical cost under management represents the management of medical costs associated with our patient membership in value-based programs. For ESCO, BPCI (until June 28, 2018 – see note 4 c) of the notes to the consolidated financial statements found elsewhere in this report), and other shared savings programs, this is calculated by multiplying the Member Months in each program by the benchmark of expected medical costs per member per month. The sub-capitation and MA-CSNPs calculation multiplies the premium per member of the program per month by the number of Member Months associated with the plan, as noted above.

Care coordination patient encounters

Care Coordination patient encounters represents the total patient encounters and procedures conducted by certain of our Care Coordination activities and, we believe, is an indicator of the revenue generated. Care Coordination patient encounters in the North America Segment is the sum of all encounters and procedures completed during the period by Sound until June 28, 2018 (see note 4 c) of the notes to the consolidated financial statements found elsewhere in this report), MedSpring Urgent Care Centers, Azura Vascular Care, and National Cardiovascular Partners, the trade name of Laurus Healthcare L.P., as well as patients in our Fresenius Medical Care Rx Bone Mineral Metabolism ("Rx BMM") program. Care Coordination patient encounters in the Asia-Pacific Segment is the sum of all encounters for the following services: ambulant treatment services in day care hospitals, comprehensive and specialized health check-ups, inpatient and outpatient services, vascular access and other chronic treatment services.

II. Financial condition and results of operations

Overview

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dialysis machines, water treatment systems and disposable products while our non-dialysis products include acute cardiopulmonary and apheresis products. We sell our health care products to customers in around 150 countries and we also use them in our own health care service operations. Our dialysis business is therefore vertically integrated. We describe certain other health care services that we provide in our North America and Asia-Pacific segments as "Care Coordination." Care Coordination currently includes, but is not limited to, coordinated delivery of pharmacy services, vascular, cardiovascular and endovascular specialty services as well as ambulatory surgery center services, non-dialysis laboratory testing services (until December 2017), physician nephrology and cardiology services, health plan services, urgent care services and ambulant treatment services. Until June 28, 2018, Care Coordination also included the coordinated delivery of emergency, intensivist and hospitalist physician services as well as transitional care which we refer to as "hospital related physician services" (see note 4 c) of the notes to the consolidated financial statements found elsewhere in this report). All of these Care Coordination services together with dialysis care and related services represent our health care services. We estimated the volume of the global dialysis market was approximately €71 billion in 2018 (€70 billion in 2017). Due to the complexity and evolving nature of Care Coordination services, we are currently unable to estimate the global volume of this market. Dialysis patient growth results from factors such as the aging population and increased life expectancies; shortage of donor organs for kidney transplants; increasing incidence of kidney disease and better treatment of and survival of patients with diabetes, hypertension and other illnesses, which frequently lead to the onset of chronic kidney disease; improvements in treatment quality, new pharmaceuticals and product technologies, which prolong patient life; and improving standards of living in developing countries, which make life-saving dialysis treatment available. We are also engaged in different areas of health care research.

As a global company delivering health care services and products, we face the challenge of addressing the needs of a wide variety of stakeholders, such as patients, customers, payors, regulators and legislators in many different economic environments and health care systems. In general, government-funded programs (in some countries in coordination with private insurers) pay for certain health care items and services provided to their citizens. Not all health care systems provide for dialysis treatment. Therefore, the reimbursement systems and ancillary services utilization environment in various countries significantly influence our business.

Company structure

Our operating segments are the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment. The operating segments are determined based upon how we manage our businesses with geographical responsibilities. All segments are primarily engaged in providing health care services and the distribution of products and equipment for the treatment of ESRD and other extracorporeal therapies. Management evaluates each segment using measures that reflect all of the segment's controllable revenues and expenses. With respect to the performance of business operations, management believes that the most appropriate IFRS measures are revenue, operating income and operating income margin. We do not include income taxes as we believe this is 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 certain costs which relate primarily to certain headquarters' overhead charges, including accounting and finance, 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 related to production are centrally managed at Corporate. Global research and development is also centrally managed at Corporate. These corporate activities do not fulfill the definition of a segment according to IFRS 8. Products are transferred to the segments at cost; therefore, no internal profit is generated. The associated internal revenue for the product transfers and their elimination are recorded as corporate activities (see note 26 of the notes to consolidated financial statements 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 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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Significant U.S. reimbursement developments

The majority of health care services we provide are paid for by governmental institutions. For the year ended December 31, 2018, approximately 33% of our consolidated revenue is attributable to U.S. federally-funded health care benefit programs, such as Medicare and Medicaid reimbursement, under which reimbursement rates are set by CMS. Legislative changes could affect Medicare reimbursement rates for a significant portion of the services we provide. To date, the stability of reimbursement in the U.S. has been affected by (i) the implementation of the ESRD PPS in January 2011, (ii) the U.S. federal government across the board spending cuts in payments to Medicare providers commonly referred to as "U.S. Sequestration," (iii) the reduction to the ESRD PPS rate to account for the decline in utilization of certain drugs and biologicals associated with dialysis pursuant to ATRA as subsequently modified under PAMA and (iv) CMS's 2017 final rule on the Physician Fee Schedule, which partially corrected reimbursement for certain procedures that were materially undervalued in 2016. Please see detailed discussions on these and further legislative developments in "Reimbursement" in Item 4.B above, "Information on the Company – B. Business overview."

Presently, there is considerable uncertainty regarding possible future changes in health care regulation, including the regulation of reimbursement for dialysis services. As a consequence of the pressure to decrease health care costs, government reimbursement rate increases in the U.S. have historically been limited and are expected to continue in this fashion. However, any significant decreases in Medicare or commercial reimbursement rates or patient access to commercial insurance plans could have material adverse effects on our health care services business and, because the demand for dialysis 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. See "Risk factors – We operate in a highly regulated industry such that the potential for legislative reform provides uncertainty and potential threats to our operating models and results" in Item 3.D. Risk factors" above.

Participation in new Medicare payment arrangements

We also participate in the following programs, initiatives and arrangements, each with specific reimbursement models as described in Item 4.B above, "Information on the Company – B. Business overview- Care Coordination – Health plans."

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III. Results of operations, financial position and net assets

The following sections summarize our results of operations, financial position and net assets as well as key performance indicators by reporting segment, as well as Corporate, for the periods indicated. We prepared the information using a management approach, consistent with the manner in which management internally disaggregates financial information to assist in making operating decisions and evaluating management performance.

Results of operations

Segment data (including Corporate)

in € M
	2018			2017			2016
Total revenue
North America		11,570			12,879			12,030
EMEA		2,587			2,547			2,409
Asia-Pacific		1,689			1,623			1,474
Latin America		686			720			643
Corporate		15			15			14

Total		16,547			17,784			16,570

Operating income
North America		2,665			2,086			1,936
EMEA		399			444			474
Asia-Pacific		304			313			289
Latin America		29			58			59
Corporate		(359	)		(539	)		(349	)

Total		3,038			2,362			2,409

Interest income		147			51			63
Interest expense		(448	)		(416	)		(427	)
Income tax expense		(511	)		(443	)		(625	)

Net income		2,226			1,554			1,420
Less: Net income attributable to noncontrolling interests		(244	)		(274	)		(276	)

Net income attributable to shareholders of FMC-AG & Co. KGaA		1,982			1,280			1,144

Revenue and operating income generated in countries outside the eurozone are subject to currency fluctuations. The years ended December 31, 2018 and 2017 were negatively impacted by the development of the euro against the U.S. dollar. In the twelve-month period ended December 31, 2018 approximately 70% of revenue and approximately 88% of operating income were generated in U.S. dollars.

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Year ended December 31, 2018 compared to year ended December 31, 2017

Consolidated financials

Key indicators for consolidated financial statements

in € M, except where otherwise specified
							Change in %
	2018			2017			As reported			Constant Currency ⁽¹⁾
Revenue		16,547			17,784			(7	%)		(2	%)
Health care services		13,264			14,532			(9	%)		(4	%)
Health care products		3,283			3,252			1	%		5	%
Number of dialysis treatments		50,027,579			48,269,144			4	%
Same market treatment growth in %		2.8	%		2.7	%
Gross profit as a % of revenue		31.2	%		33.8	%
Selling, general and administrative costs as a % of revenue		17.3	%		20.3	%
Operating income		3,038			2,362			29	%		33	%
Operating income margin in %		18.4	%		13.3	%
Delivered EBIT ⁽²⁾		2,794			2,088			34	%		38	%
Net income attributable to shareholders of FMC-AG & Co. KGaA		1,982			1,280			55	%		60	%
Basic earnings per share		6.47			4.17			55	%		60	%

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): For further information on Delivered EBIT, including a reconciliation of Delivered EBIT to operating income on a consolidated basis and for each of our operating segments, see "I. Performance management system – Delivered EBIT (Non-IFRS Measure)" above.

Health care services revenue decreased by 9%, including a 5% negative impact from foreign currency translation. At Constant Exchange Rates, health care services revenue decreased by 4% driven by the effect of closed or sold clinics including the effect from divestitures of Care Coordination activities (5%), the inclusion of implicit price concessions related to the implementation of IFRS 15 ("IFRS 15 Implementation") (3%), and the prior year revenue impact from the recognition of revenue related to the agreement with the United States Departments of Veterans Affairs and Justice for reimbursement for services performed during the period of January 2009 through February 15, 2011 ("VA Agreement") (1%), partially offset by growth in same market treatments (3%), contributions from acquisitions (1%) and increases in organic revenue per treatment (1%). For further information on the IFRS 15 Implementation, see note 1 x) of the notes to the consolidated financial statements included in this report.

Dialysis treatments increased by 4% as a result of growth in same market treatments (3%) and contributions from acquisitions (1%).

At December 31, 2018, we owned, operated or managed 3,928 dialysis clinics (excluding those managed but not consolidated in the U.S.) compared to 3,752 dialysis clinics at December 31, 2017. In the year ended December 31, 2018, we acquired 55 dialysis clinics, opened 178 dialysis clinics and combined or closed 57 clinics. The number of patients treated in dialysis clinics that we own, operate or manage (excluding patients of dialysis clinics managed but not consolidated in the U.S.) increased by 4% to 333,331 at December 31, 2018 (December 31, 2017: 320,960).

Health care product revenue increased by 1% including a 4% negative impact from foreign currency translation. At Constant Exchange Rates, health care product revenue increased by 5%. Dialysis product revenue increased by 1%, including a 4% negative impact from foreign currency translation. At Constant Exchange Rates, dialysis product revenues increased by 5% due to higher sales of chronic hemodialysis products, renal pharmaceuticals, products for acute care treatments and peritoneal dialysis products. Non-dialysis product revenue decreased by 7% to €74 M from €79 M, including a 1% negative impact from foreign currency translation. At Constant Exchange Rates, non-dialysis product revenue decreased by 6% largely due to lower sales volumes.

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The decrease period over period in the gross profit margin was 2.6 percentage points. Foreign currency translation effects represented a 0.4 percentage point increase in the current period. The decrease primarily reflects decreases in the North America Segment, the EMEA Segment, the Latin America Segment and the Asia-Pacific Segment. The decrease in the North America Segment gross profit margin was primarily due to the IFRS 15 Implementation, the prior year impact of the VA Agreement, prior year impact from the BPCI initiative driven by the initial recognition in the calendar year 2017 of earnings (including earnings from prior periods), lower revenue per treatment from commercial payors, higher implicit price concessions, other small cost increases and lower earnings related to ESCOs, partially offset by favorable pricing for certain pharmaceuticals due to delays for rebasing of reimbursement, lower personnel expense and decreased costs for health care supplies. The decrease in the EMEA Segment was driven by unfavorable foreign currency transaction effects, higher personnel costs in certain countries, an unfavorable impact from acquisitions and an adverse mix effect from higher product sales albeit with lower margins in certain countries, as well as other smaller cost increases. The decrease in the Latin America Segment was largely due to the impact from hyperinflation and various other cost increases. The decrease in the Asia-Pacific Segment was driven by unfavorable foreign currency transaction effects and an adverse mix effect from acquisitions with lower margins, partially offset by a favorable impact from business growth in certain countries within the region.

The decrease period over period in the selling, general and administrative ("SG&A") expenses as a percentage of revenue was 3.0 percentage points. Foreign currency translation effects represented a 0.1 percentage point negative impact in the current period. The decrease was primarily driven by decreases in the North America Segment and at Corporate, partially offset by unfavorable impacts from the Latin America Segment and the Asia-Pacific Segment as well as an unfavorable impact from the varying margins across our four reporting segments. The decrease in the North America Segment was mainly due to the IFRS 15 Implementation, lower accruals for compensation, the positive impact from income attributable to a consent agreement on certain pharmaceuticals, favorable personnel expense, lower bad debt expense, and the prior year change in fair value of subsidiary share based compensation, partially offset by prior year gains from the sale of fixed assets and investments, the impact from contributions to the opposition to the ballot initiatives in the U.S ("U.S. Ballot Initiatives") and a discontinuation of a non-IFRS policy with no associated cash flow effect. The favorable impact from Corporate was primarily driven by lower additions to provisions related to FCPA in 2018 ("2018 FCPA Related Charge"). The increase in the Latin America Segment was driven by the impact from hyperinflation in Argentina and unfavorable foreign currency transaction effects. The increase in the Asia-Pacific Segment was largely due to unfavorable foreign currency transaction effects, partially offset by a favorable impact from acquisitions and lower accruals for compensation.

Research and development expenses increased by 2% to €134 M from €131 M. The period over period increase as a percentage of revenue, was 0.1 percentage points driven by an increased project portfolio.

Income from equity method investees increased by 9% to €73 M from €67 M. The increase was driven by higher income from Vifor Fresenius Medical Care Renal Pharma Ltd., an entity in which we have ownership of 45%, mainly due to increased sales of renal pharmaceuticals, partially offset by increased costs to support the launch and development of new projects as well as the initial consolidation from purchasing additional shares of a Care Coordination investment previously consolidated at equity.

The increase period over period in the operating income margin was 5.1 percentage points. Foreign currency translation effects represented a 0.3 percentage point increase in the current period. The increase was largely driven by the gain related to divestitures of Care Coordination activities (see note 4 c) of the notes to the consolidated financial statements included in this report) ("Gain Related to Divestitures of Care Coordination Activities") of approximately €809 M, decreases in SG&A, as a percentage of revenue, partially offset by decreased gross profit margin.

Delivered EBIT increased by 34% including a 4% negative impact from foreign currency translation. At Constant Exchange Rates, the increase of 38% was primarily due to increased operating income largely driven by the Gain Related to Divestitures of Care Coordination activities of approximately €809 M coupled with a decrease in noncontrolling interests driven by lower performance in entities in which we have less than 100% ownership in the U.S.

Net interest expense decreased by 17% to €301 M from €365 M including a 3% positive impact resulting from foreign currency translation. At Constant Exchange Rates, net interest expense decreased by 14% largely due to the replacement of interest bearing senior notes repaid in 2017 and 2018 by debt instruments

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at lower interest rates, a decreased debt level and interest income from investing the proceeds from the divestiture of Sound as well as lower interest on taxes.

Income tax expense increased by 15% to €511 M from €443 M. The effective tax rate decreased to 18.7% from 22.2% for the same period of 2017 largely driven by the Gain Related to Divestitures of Care Coordination activities with a lower tax basis, the effect of U.S. Tax Reform on current tax expense and favorable prior year tax effects. These impacts were partially offset by the prior year effect of the remeasurement of deferred tax balances as a result of U.S. Tax Reform as well as non-tax deductible expenses primarily related to the U.S. Ballot Initiatives.

Net income attributable to noncontrolling interests decreased by 11% to €244 M from €274 M. Foreign currency translation effects represented a 4% positive impact. At Constant Exchange Rates, net income attributable to noncontrolling interests decreased by 7% largely due to lower performance in entities in which we have less than 100% ownership in the US.

Net income attributable to shareholders of FMC-AG & Co. KGaA increased by 55% to €1,982 M from €1,280 M, including a 5% negative impact resulting from foreign currency translation. At Constant Exchange Rates, the increase of 60% was driven by the combined effects of the items discussed above.

Basic earnings per share increased by 55%. Foreign currency translation effects represented a 5% negative impact on the increase. At Constant Exchange Rates, basic earnings per share increased by 60%, primarily due to the increase in net income attributable to shareholders of FMC-AG & Co. KGaA described above. The average weighted number of shares outstanding for the period was approximately 306.5 M in 2018 (2017: 306.6 M)

We employed 112,658 people (full-time equivalents) as of December 31, 2018 (December 31, 2017: 114,000). This 1% decrease was primarily due to the divestiture of Sound.

Consolidated operating performance on a comparable basis and adjusted

Management believes that there are certain distinct transactions or events for which the operating results should be adjusted to enhance transparency and comparability. The following results (adjusted to exclude these items) should be analyzed in connection with the results presented above. For the year ended December 31, 2018 and 2017, the following transactions were identified that, when excluded from the results disclosed above, may provide a reader with further useful information in assessing our performance:

•

IFRS 15 Implementation

•

an adjustment for Sound's revenue, operating income and net income for second half year of 2017 to conform to the Sound business included for 2018 prior to the divestiture on June 28, 2018 ("Sound H2 2017")

•

VA Agreement

•

U.S. Ballot Initiatives

•

Gain Related to Divestitures of Care Coordination Activities

•

2018 FCPA Related Charge (see note 22 of the notes to the consolidated financial statements included in this report)

•

An accrual of €200 M for an FCPA related charge made in 2017 ("2017 FCPA Related Charge") (see note 22 of the notes to the consolidated financial statements included in this report)

•

cost effects net of anticipated recoveries from natural disasters ("Natural Disaster Costs")

•

U.S. Tax Reform:

•: the 2017 impact from the remeasurement of deferred tax balances as a result of the tax reform, and
•: the 2018 impact from the lower corporate income tax rate of 21% (as compared to 35%) as a result of the tax reform.

The following table reconciles the key indicators for the consolidated financial statements in accordance with IFRS to the adjusted key indicators as described. Included within the reconciliation are comparable basis line items which provide the effect of exclusions which result in the recasting of the line items for comparability year over year. While we believe these adjustments provide additional clarity to the

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discussion of our operating results, the following table should only be viewed as a supplement to our results disclosed in accordance with IFRS above.

Operating performance on a comparable basis and adjusted

in € M, except where otherwise specified
							Change in %
	2018			2017			As reported			Constant Currency ⁽¹⁾
Revenue		16,547			17,784			(7	%)		(2	%)
IFRS 15 Implementation		—			(486	)
Sound H2 2017		—			(559	)
Revenue on a comparable basis		16,547			16,739			(1	%)		4	%
Health Care Services revenue		13,264			14,532			(9	%)		(4	%)
IFRS 15 Implementation		—			(486	)
Sound H2 2017		—			(559	)
Health Care Services revenue on a comparable basis		13,264			13,487			(2	%)		4	%
Operating income		3,038			2,362			29	%		33	%
(Gain) loss related to divestitures of Care Coordination activities		(809	)		—
Sound H2 2017		—			(84	)
2018 FCPA Related Charge		77			—
U.S. Ballot Initiatives		40			—
Operating income on a comparable basis		2,346			2,278			3	%		6	%
VA Agreement		—			(87	)
Natural Disaster Costs		—			18
2017 FCPA Related Charge		—			200
Operating income adjusted		2,346			2,409			(3	%)		1	%
Income tax expense		(511	)		(443	)		15	%		21	%
(Gain) loss related to divestitures of Care Coordination activities		136
Sound H2 2017					20
2018 FCPA Related Charge		(49	)		—

Income tax expense on a comparable basis		(424	)		(423	)		0	%		5	%
VA Agreement					34
Natural Disaster Costs					(7	)
U.S. Tax Reform (excl. Sound H2 2017)		(192	)		(240	)
Income tax expense adjusted		(616	)		(636	)		(3	%)		1	%
Net income ⁽²⁾		1,982			1,280			55	%		60	%
(Gain) loss related to divestitures of Care Coordination activities		(673	)		—
Sound H2 2017		—			(38	)
2018 FCPA Related Charge		28
U.S. Ballot Initiatives		40			—

Net income on a comparable basis ⁽²⁾		1,377			1,242			11	%		14	%
VA Agreement		—			(51	)
Natural Disaster Costs		—			11
2017 FCPA Related Charge		—			200
U.S. Tax Reform (excl. Sound H2 2017)		(192	)		(240	)
Net income adjusted ⁽²⁾		1,185			1,162			2	%		4	%
*In % of revenue*
Gross profit as a % of revenue		31.2	%		33.8	%
Gross profit as a % of revenue – adjusted		31.2	%		31.9	%
SG&A expenses as a % of revenue		17.3	%		20.3	%
SG&A expenses as a % of revenue – adjusted		16.6	%		17.2	%
Operating income margin as a % of revenue		18.4	%		13.3	%
Operating income margin as a percentage of revenue – adjusted		14.2	%		14.5	%

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): Attributable to shareholders of FMC-AG & Co. KGaA

The following discussions pertain to the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment and the measures we use to manage these segments.

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North America Segment

Key indicators and business metrics for the North America Segment

in € M, except where otherwise specified
							Change in %
	2018			2017			As reported			Constant Currency ⁽¹⁾
*Total North America Segment*
Revenue		11,570			12,879			(10	%)		(6	%)
Health care services		10,725			12,036			(11	%)		(7	%)
Health care products		845			843			0	%		5	%
Operating income		2,665			2,086			28	%		33	%
Operating income margin in %		23.0	%		16.2	%
Delivered EBIT ⁽²⁾		2,434			1,823			34	%		39	%
*Dialysis*
Revenue		9,934			10,070			(1	%)		3	%
Number of dialysis treatments		30,843,876			29,804,196			3	%
Same market treatment growth in %		2.5	%		2.5	%
Operating income		1,752			1,942			(10	%)		(6	%)
Operating income margin in %		17.6	%		19.3	%
Delivered EBIT ⁽²⁾		1,540			1,713			(10	%)		(6	%)
*Care Coordination*
Revenue		1,636			2,809			(42	%)		(39	%)
Operating income		913			144			n.a			n.a
Operating income margin in %		55.8	%		5.1	%
Delivered EBIT ⁽²⁾		894			110			n.a			n.a
Member Months Under Medical Cost Management ^(3),(4)		639,329			594,962			7	%
Medical Cost Under Management ^(3),(4)		4,196			3,905			7	%		12	%
Care Coordination Patient Encounters ^(3),(4)		4,407,598			6,934,300			(36	%)

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): For further information on Delivered EBIT, including a reconciliation of Delivered EBIT to operating income on a consolidated basis and for each of our operating segments, see "I. Performance management system – Delivered EBIT (Non-IFRS Measure)" above.
(3): For further information on these metrics, please refer to the discussion above of our Care Coordination measures under "Business metrics for Care Coordination."
(4): The metrics may be understated due to a physician mapping issue related to the BPCI program within a CMS system which has not yet been resolved. Additionally, data presented for the BPCI and ESCO metrics are subject to finalization by CMS, which may result in changes from previously reported metrics.
(5): Not applicable is presented here and elsewhere as "n.a"

Dialysis

Revenue

Dialysis revenue, which comprises dialysis care revenue and health care product revenue, decreased by 1% including a 4% negative impact resulting from foreign currency translation. At Constant Exchange Rates, dialysis revenue increased by 3%.

Dialysis care revenue decreased by 2% to €9,089 M from €9,227 M. Foreign currency translation represented a 5% negative impact in the current period. At Constant Exchange Rates, dialysis care revenue increased by 3% mainly due to increases in organic revenue per treatment (3%), growth in same market treatments (3%) and contributions from acquisitions (1%), partially offset by the negative effects of the IFRS 15 Implementation (3%) and the prior year impact from the VA Agreement (1%).

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Dialysis treatments increased by 3% primarily due to same market treatment growth (3%) and contributions from acquisitions (1%), partially offset by the effect of closed or sold clinics (1%). At December 31, 2018, 204,107 patients, an increase of 3% (December 31, 2017: 197,356), were treated in the 2,529 dialysis clinics (December 31, 2017: 2,393) that we own or operate in the North America Segment.

In the U.S., the average revenue per treatment, restated for the IFRS 15 Implementation, increased to $354 (€313 at Constant Exchange Rates) from $345 (€306). Excluding the 2017 impact from the VA Agreement, the average revenue per treatment increased to $354 (€313 at Constant Exchange Rates) from $342 (€303). The development was mainly attributable to the implementation of the PAMA oral-only provision, partially offset by lower revenue from commercial payors and higher implicit price concessions.

Cost per treatment in the U.S., restated for the IFRS 15 Implementation and the impact from Natural Disaster Costs, increased to $289 (€256 at Constant Exchange Rates) from $271 (€240). This development was largely a result of the implementation of the PAMA oral-only provision as well as increased property and other occupancy related costs, partially offset by lower costs for health care supplies.

Health care product revenue remained stable including a 5% negative impact from foreign currency translation effects. At Constant Exchange Rates, health care product revenue increased by 5% driven by higher sales of renal pharmaceuticals, peritoneal dialysis products and chronic hemodialysis products.

Operating income margin

The decrease period over period in the dialysis operating income margin was 1.7 percentage points with virtually no foreign currency translation effects in the current period. The decrease was largely driven by the prior year impact of the VA Agreement, the implementation of the PAMA oral-only provision, lower revenue per treatment from commercial payors, higher implicit price concessions, the impact from U.S. Ballot Initiatives, prior year gains from the sale of fixed assets and investments as well as the discontinuation of a non-IFRS policy with no associated cash flow effect, partially offset by decreased personnel expense, the IFRS 15 Implementation and lower accruals for compensation.

Delivered EBIT

Dialysis Delivered EBIT decreased by 10%, including a 4% negative impact resulting from foreign currency translation. At Constant Exchange Rates, dialysis Delivered EBIT decreased by 6% mainly as the result of decreased operating income, partially offset by lower income attributable to noncontrolling interests driven by lower performance in entities in which we have less than 100% ownership.

Care Coordination

Revenue

Care Coordination revenue decreased by 42% including a 3% negative impact from foreign currency translation. At Constant Exchange Rates, Care Coordination revenue decreased by 39% largely driven by decreases in organic revenue growth due to the implementation of the PAMA oral-only provision which moved certain pharmaceuticals into the bundled rate (22%), decreases attributable to divestitures of Care Coordination activities (13%) and the IFRS 15 Implementation (5%), partially offset by contributions from acquisitions (1%).

Operating income margin

The increase period over period in the Care Coordination operating income margin was 50.7 percentage points. Foreign currency translation effects represented a 0.2 percentage point increase in the current period. The increase was primarily driven by the Gain Related to Divestitures of Care Coordination activities. The increase also relates to a favorable impact from pharmacy services driven by favorable pricing for certain pharmaceuticals due to delays for rebasing of reimbursement, the implementation of the PAMA oral-only provision (as the historical dispensation of calcimimetics through pharmacy services had low margins as a result of higher costs for external services), lower bad debt expense and the prior year change in fair value of subsidiary stock based compensation, partially offset by prior year impact from the BPCI initiative driven by the initial recognition in the calendar year 2017 of earnings (including earnings from prior periods), lower earnings related to ESCOs, an unfavorable mix effect related to the switch to lower margin ambulatory surgery centers for National Cardiovascular Partners and the prior year gain from the sale of Shiel.

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Delivered EBIT

Care Coordination Delivered EBIT increased to €894 M from €110 M mainly a result of increased operating income largely driven by the Gain Related to Divestitures of Care Coordination activities of approximately €809 M coupled with decreased noncontrolling interests attributable to noncontrolling interest holders of National Cardiovascular Partners.

Care Coordination business metrics

The increase in member months under medical cost management was primarily attributable to the expansion of our existing ESCOs through the addition of new physician practice partners and dialysis facilities, partially offset by the divestment of our controlling interest in Sound on June 28, 2018 and, as a result, the conclusion of our participation in BPCI. See note 4 c) of the notes to the consolidated financial statements included in this report and note 4 to the table "Key indicators and business metrics for the North America Segment," above.

Care Coordination's medical cost under management increased by 7%, including a 5% negative impact from foreign currency translation in the current period. At Constant Exchange Rates, Care Coordination's medical cost under management increased by 12% primarily attributable to the expansion of our existing ESCOs through the addition of new physician practice partners and dialysis facilities, partially offset by the divestment of our controlling interest in Sound on June 28, 2018 and, as a result, the conclusion of our participation in BPCI. See note 4 c) of the notes to the consolidated financial statements included in this report and note 4 to the table "Key indicators and business metrics for the North America Segment," above.

The decrease in patient encounters was primarily driven by decreased encounters for hospital related physician services as a result of our divesting our controlling interest in Sound on June 28, 2018. See note 4 c) of the notes to the consolidated financial statements included in this report and note 4 to the table "Key indicators and business metrics for the North America Segment," above.

The North America Segment operating performance on a comparable basis and adjusted

•: IFRS 15 Implementation
•: Sound H2 2017
•: VA Agreement
•: U.S. Ballot Initiatives
•: Gain Related to Divestitures of Care Coordination Activities
•: Natural Disaster Costs

The following table reconciles the key indicators for the North America Segment in accordance with IFRS to the adjusted key indicators as described. Included within the reconciliation are comparable basis line items which provide the effect of exclusions which result in the recasting of the line items for comparability year over year. While we believe these adjustments provide additional clarity to the discussion of our

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operating results, the following table should only be viewed as a supplement to our results disclosed in accordance with IFRS above.

North America operating performance on a comparable basis and adjusted

in € M, except as otherwise specified
							Change in %
	2018			2017			As reported	Constant Currency ⁽¹⁾
*Revenue*		11,570			12,879		(10%)	(6%)
IFRS 15 Implementation		—			(486	)
Sound H2 2017		—			(559	)
Revenue on a comparable basis		11,570			11,834		(2%)	2%
*Health Care Services revenue*		10,725			12,036		(11%)	(7%)
IFRS 15 Implementation		—			(486	)
Sound H2 2017		—			(559	)
Health Care Services revenue on a comparable basis		10,725			10,991		(2%)	2%
*Dialysis Care Services revenue*		9,089			9,227		(2%)	3%
IFRS 15 Implementation		—			(284	)
Dialysis Care Services revenue on a comparable basis		9,089			8,943		2%	6%
*Care Coordination revenue*		1,636			2,809		(42%)	(39%)
IFRS 15 Implementation		—			(202	)
Sound H2 2017		—			(559	)

Care Coordination revenue on a comparable basis		1,636			2,048		(20%)	(17%)
*Operating income (EBIT)*		2,665			2,086		28%	33%
(Gain) loss related to divestitures of Care Coordination activities		(809	)		—
Sound H2 2017		—			(84	)
U.S. Ballot Initiatives		40			—
Operating income on a comparable basis		1,896			2,002		(5%)	(1%)
VA Agreement		—			(94	)
Natural Disaster Costs		—			18
Operating income adjusted		1,896			1,926		(2%)	2%
*Dialysis operating income*		1,752			1,942		(10%)	(6%)
U.S. Ballot Initiatives		40			—

Dialysis operating income (EBIT) on a comparable basis		1,792			1,942		(8%)	(4%)
VA Agreement		—			(94	)
Natural Disaster Costs		—			17
Dialysis operating income adjusted		1,792			1,865		(4%)	0%
*Care Coordination operating income*		913			144		n.a.	n.a.
(Gain) loss related to divestitures of Care Coordination activities		(809	)		—
Sound H2 2017		—			(84	)

Care Coordination operating income (EBIT) on a comparable basis		104			60		74%	82%
Natural Disaster Costs		—			1

Care Coordination operating income adjusted		104			61		72%	79%
*In % of revenue*
North America operating income margin as a % of revenue		23.0	%		16.2	%
North America operating income margin as a % of revenue – adjusted		16.4	%		16.4	%
Dialysis operating income margin as a % of revenue		17.6	%		19.3	%
Dialysis operating income margin as a % of revenue – adjusted		18.0	%		19.3	%
Care Coordination operating income margin as a % of revenue		55.8	%		5.1	%
Care Coordination operating income margin as a % of revenue – adjusted		6.3	%		2.9	%

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.

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EMEA Segment

Key indicators for the EMEA Segment

in € M, except where otherwise specified
							Change in %
	2018			2017			As reported	Constant Currency ⁽¹⁾
Revenue		2,587			2,547		2%	4%
Health care services		1,274			1,237		3%	6%
Health care products		1,313			1,310		0%	2%
Number of dialysis treatments		9,731,941			9,350,024		4%
Same market treatment growth in %		3.0	%		3.5	%
Operating income		399			444		(10%)	(10%)
Operating income margin in %		15.4	%		17.4	%
Delivered EBIT ⁽²⁾		395			440		(10%)	(10%)

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): For further information on Delivered EBIT, including a reconciliation of Delivered EBIT to operating income on a consolidated basis and for each of our operating segments, see "I. Performance management system – Delivered EBIT (Non-IFRS Measure)" above.

Revenue

Health care service revenue increased by 3%, including a 3% negative impact resulting from foreign currency translation. At Constant Exchange Rates, health care service revenue increased by 6% as a result of growth in same market treatments (3%) and contributions from acquisitions (3%).

Dialysis treatments increased by 4% mainly due to growth in same market treatments (3%) and contributions from acquisitions (1%). As of December 31, 2018, 65,061 patients, an increase of 4% (December 31, 2017: 62,490) were treated at the 776 dialysis clinics (December 31, 2017: 746) that we own, operate or manage in the EMEA Segment.

Health care product revenue remained stable, including a 2% negative impact resulting from foreign currency translation. At Constant Exchange Rates, health care product revenue increased by 2%. Dialysis product revenue increased by 1%, including a 2% negative impact resulting from foreign currency translation. At Constant Exchange Rates, the increase of 3% in dialysis product revenue was due to higher sales of machines, products for acute care treatments, renal pharmaceuticals, bloodlines, hemodialysis solutions and concentrates as well as peritoneal dialysis products, partially offset by lower sales of dialyzers. Non-Dialysis product revenue decreased by 7% to €74 M from €79 M, including a 1% negative impact from foreign currency translation. At Constant Exchange Rates, non-dialysis product revenue decreased by 6% largely due to lower sales volumes.

Operating income margin

The decrease period over period in the operating income margin was 2.0 percentage points. Foreign currency translation effects represented a 0.2 percentage point increase in the operating income margin. The decrease was mainly driven by an impairment of intangible assets related to Xenios, higher personnel costs in certain countries, the release of accruals as a result of favorable court settlements related to value added tax in 2017, the favorable prior year impact from a legal settlement and unfavorable foreign currency transaction effects, partially offset by the costs related to the change in the Management Board in 2017.

Delivered EBIT

Delivered EBIT decreased by 10% with virtually no impact from foreign currency translation effects. The decrease was primarily due to decreased operating income.

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Asia-Pacific Segment

Key indicators for the Asia-Pacific Segment

in € M, except where otherwise specified
							Change in %
	2018			2017			Change in %
	2018			2017			As reported	Constant Currency ⁽¹⁾
Total Asia-Pacific Segment
Revenue		1,689			1,623		4%	8%
Health care services		776			744		4%	8%
Health care products		913			879		4%	8%
Operating income		304			313		(3%)	(1%)
Operating income margin in %		18.0	%		19.3	%
Delivered EBIT ⁽²⁾		295			306		(3%)	(2%)
Dialysis
Revenue		1,481			1,455		2%	6%
Number of dialysis treatments		4,371,742			4,249,878		3%
Same market treatment growth in %		6.4	%		3.3	%
Operating income		270			286		(6%)	(4%)
Operating income margin in %		18.2	%		19.7	%
Delivered EBIT ⁽²⁾		263			280		(6%)	(5%)
Care Coordination
Revenue		208			168		24%	30%
Operating income		34			27		27%	34%
Operating income margin in %		16.2	%		15.8	%
Delivered EBIT ⁽²⁾		32			26		24%	31%
Care Coordination Patient Encounters ⁽³⁾		982,169			784,054		25%

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): For further information on Delivered EBIT, including a reconciliation of Delivered EBIT to operating income on a consolidated basis and for each of our operating segments, see "I. Performance management system – Delivered EBIT (Non-IFRS Measure)" above.
(3): For further information on patient encounters, please refer to the discussion above of our Care Coordination measures under "Business Metrics for Care Coordination."

Dialysis

Revenue

Dialysis revenue, which comprises dialysis care revenue and health care product revenue, increased by 2% including a 4% negative impact resulting from foreign currency translation. At Constant Exchange Rates, dialysis revenue increased by 6%.

Dialysis care service revenue decreased by 1% to €568 M from €576 M, including a 3% negative impact resulting from foreign currency translation. At Constant Exchange Rates, dialysis care service revenue increased by 2% as a result of growth in same market treatments (6%), partially offset by the effect of closed or sold clinics (4%).

Dialysis treatments increased by 3% mainly due to growth in same market treatments (6%), partially offset by the effect of closed or sold clinics (3%). As of December 31, 2018, 31,476 patients, an increase of 6% (December 31, 2017: 29,739) were treated at the 394 dialysis clinics (December 31, 2017: 381) that we own, operate or manage in the Asia-Pacific Segment.

Health care product revenue increased by 4% including a 4% negative impact resulting from foreign currency translation. At Constant Exchange Rates, health care product revenue increased by 8% as a result of increased sales of chronic hemodialysis products and products for acute care treatments.

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Operating income margin

The decrease period over period in the operating income margin was 1.5 percentage points. Foreign currency translation effects represented a 0.4 percentage point increase in the operating income margin. At Constant Exchange Rates, the operating income margin decreased due to unfavorable impacts from foreign currency transaction effects, partially offset by a favorable impact from business growth in certain countries within the region.

Delivered EBIT

Delivered EBIT decreased by 6%, including a 1% negative impact resulting from foreign currency translation. At Constant Exchange Rates, Delivered EBIT decreased by 5% mainly due to decreased operating income.

Care Coordination

Revenue

Care Coordination revenue increased by 24%, including a 6% negative impact resulting from foreign currency translation. At Constant Exchange Rates, Care Coordination revenue increased by 30% driven by contributions from acquisitions (25%) and organic revenue growth (5%).

Operating income margin

The increase period over period in the Care Coordination operating income margin was 0.4 percentage points. Foreign currency translation effects represented a 0.1 percentage point decrease in the operating income margin. The increase was driven by a favorable impact from acquisitions.

Delivered EBIT

Care Coordination Delivered EBIT increased by 24%, including a 7% negative impact resulting from foreign currency translation. At Constant Exchange Rates, Care Coordination Delivered EBIT increased by 31% mainly as the result of increased operating income.

Care Coordination business metrics

The number of patient encounters increased due to increased encounters for comprehensive and specialized health check-ups as well as ambulant treatment services, inpatient and outpatient services, vascular access and other chronic treatment services.

Latin America Segment

Key indicators for the Latin America Segment

in € M, except where otherwise specified
							Change in %
	2018			2017			As reported	Constant Currency ⁽¹⁾
Revenue		686			720		(5%)	22%
Health care services		489			515		(5%)	27%
Health care products		197			205		(4%)	11%
Number of dialysis treatments		5,080,020			4,865,046		4%
Same market treatment growth in %		1.3	%		1.5	%
Operating income		29			58		(51%)	(65%)
Operating income margin in %		4.2	%		8.1	%
Delivered EBIT ⁽²⁾		29			58		(51%)	(65%)

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): For further information on Delivered EBIT, including a reconciliation of Delivered EBIT to operating income on a consolidated basis and for each of our operating segments, see "I. Performance management system – Delivered EBIT (Non-IFRS Measure)" above.

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Revenue

Health care service revenue decreased by 5%, including a 32% negative impact resulting from foreign currency translation. At Constant Exchange Rates, health care service revenue increased by 27% as a result of increases in organic revenue per treatment largely driven by hyperinflation in Argentina (24%), contributions from acquisitions (2%), growth in same market treatments (1%).

Dialysis treatments increased by 4% mainly due to contributions from acquisitions (3%) and growth in same market treatments (1%). As of December 31, 2018, 32,687 patients, an increase of 4% (December 31, 2017: 31,375) were treated at the 229 dialysis clinics (December 31, 2017: 232) that we own, operate or manage in the Latin America Segment.

Health care product revenue decreased by 4%, including a 15% negative impact resulting from foreign currency translation. At Constant Exchange Rates, health care product revenue increased by 11% driven by higher sales of machines, products for acute care treatments and peritoneal dialysis products, partially offset by lower sales of dialyzers.

Operating income margin

The decrease period over period in the operating income margin was 3.9 percentage points, including a positive foreign currency translation effect of 1.8 percentage points in the current period. The decrease was mainly due to the impact from hyperinflation in Argentina and unfavorable foreign currency transaction effects.

Delivered EBIT

Delivered EBIT decreased by 51%, including a 14% positive impact resulting from foreign currency translation. At Constant Exchange Rates, Delivered EBIT decreased by 65% due to decreased operating income.

Below is a replication of the information previously disclosed in the 2017 Annual Report on Form 20-F. The information corresponds to the disclosures presented for 2017 as compared to 2016 without adjustments to recast the historical results to conform to the presentation for 2018 as seen above.

Year ended December 31, 2017 compared to year ended December 31, 2016

Consolidated Financials

Key indicators for the consolidated financial statements

in € M, except where otherwise specified
							Change in %
	2017			2016			As reported	Constant Currency ⁽¹⁾
Revenue		17,784			16,570		7%	9%
Health care services		14,532			13,506		8%	10%
Health care products		3,252			3,064		6%	7%
Number of dialysis treatments		48,269,144			46,529,154		4%
Same market treatment growth in %		2.7	%		3.2	%
Gross profit as a % of revenue		33.8	%		33.9	%
Selling, general and administrative costs as a % of revenue		20.1	%		18.8	%
Operating income		2,362			2,409		(2%)	0%
Operating income margin in %		13.3	%		14.5	%
Delivered EBIT ⁽²⁾		2,088			2,133		(2%)	0%
Net income attributable to shareholders of FMC-AG & Co. KGaA		1,280			1,144		12%	14%
Basic earnings per share		4.17			3.74		12%	14%

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): For further information on Delivered EBIT, including a reconciliation of Delivered EBIT to operating income on a consolidated basis and for each of our operating segments, see "I. Performance management system – Delivered EBIT (Non-IFRS Measure)" above.

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Health care services revenue increased by 8% including a 2% negative impact from foreign currency translation. At Constant Exchange Rates, health care services revenue increased by 10% driven by increases in organic revenue per treatment (4%), growth in same market treatments (3%) and contributions from acquisitions (3%).

Dialysis treatments increased by 4% as a result of growth in same market treatments (3%) and contributions from acquisitions (2%), partially offset by the effect of closed or sold clinics (1%).

At December 31, 2017, we owned, operated or managed (excluding those managed but not consolidated in the U.S.) 3,752 dialysis clinics compared to 3,624 dialysis clinics at December 31, 2016. For the year ended December 31, 2017, we acquired 67 dialysis clinics, opened 109 dialysis clinics and combined or closed 48 clinics. The number of patients treated in dialysis clinics that we own, operate or manage (excluding patients of dialysis clinics managed but not consolidated in the U.S.) increased by 4% to 320,960 at December 31, 2017 from 308,471 at December 31, 2016.

Health care product revenue increased by 6% including a 1% negative impact from foreign currency translation. At Constant Exchange Rates, health care product revenue increased by 7%. Dialysis product revenue increased by 5% including a 1% negative impact from foreign currency translation. At Constant Exchange Rates, dialysis product revenues increased by 6% due to higher sales of dialyzers, machines, peritoneal dialysis products, renal pharmaceuticals, products for acute care treatments, hemodialysis solutions and concentrates and bloodlines. Non-dialysis product revenue increased by 59% to €79 M from €49 M with no foreign currency translation effects. The increase of 59% was due to the acquisition of Xenios.

The decrease period over period in the gross profit margin was 0.1 percentage points. Foreign currency translation effects represented a 0.1 percentage point increase in the gross profit margin. The decrease primarily reflects a decrease in the EMEA Segment, the Asia-Pacific Segment and Corporate, partially offset by an increase in the North America Segment. The gross profit margin decrease in the EMEA Segment was primarily driven by unfavorable impacts from acquisitions largely due to the development of cardiopulmonary products at Xenios, pressure on reimbursement in some countries and the impact from two fewer dialysis days, partially offset by a favorable impact from manufacturing. The gross profit margin decrease in the Asia-Pacific Segment was primarily driven by an unfavorable mix effect related to acquisitions with lower margins and unfavorable foreign currency transaction effects, partially offset by a favorable impact from business growth, mainly in China. The gross profit margin decrease in Corporate was mainly driven by sustaining engineering costs. The increase in gross profit margin in the North America Segment was primarily due to a favorable impact driven by the initial recognition in the calendar year 2017 of earnings (including earnings from prior periods) from the BPCI initiative combined with increased volumes for hospital-related physician services, impact of revenue recognized from the agreement with the United States Departments of Veterans Affairs and Justice for reimbursement for services performed during the period of January 2009 through February 15, 2011 ("VA Agreement"), lower costs for health care supplies and a favorable impact from the increase in the ESRD PPS rate for 2017, partially offset by higher costs in our pharmacy services business, higher personnel expense and the impact from lower revenue for vascular services.

The increase period over period in selling, general and administrative ("SG&A") expenses as a percentage of revenue was 1.3 percentage points with virtually no impact from foreign currency translation in the current period. The increase was driven by increases at Corporate as well as in the EMEA Segment, the Latin America Segment and the North America Segment, partially offset by a decrease in the Asia-Pacific Segment and a favorable impact of varying margins across our four reporting segments. The increase at Corporate was mainly driven by an accrual of €200 M for an FCPA related charge ("FCPA Related Charge"). For further information on these investigations, see note 22 of the notes to our consolidated financial statements included in this report. The increase in the EMEA Segment was due to unfavorable foreign currency transaction effects, unfavorable impacts from acquisitions largely due to the development of cardiopulmonary products at Xenios, higher overhead costs and costs related to a change in the Management Board, partially offset by decreased bad debt expense and a favorable impact from a legal settlement in Germany. The increase in the Latin America Segment was due to unfavorable foreign currency transaction effects and higher overhead costs, partially offset by reimbursement rate increases which mitigated inflationary cost increases in the region. The increase in the North America Segment was mainly driven by higher bad debt expense, higher personnel expense and the impact from lower revenue for vascular services, partially offset by gains on the sale of fixed assets and investments, the impact from higher revenue including the initial recognition in the calendar year 2017 of earnings (including earnings

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from prior periods) from the BPCI initiative combined with increased volumes for hospital-related physician services and a positive impact from income attributable to a consent agreement on certain pharmaceuticals. The decrease in the Asia-Pacific Segment was due to a favorable impact from acquisitions largely due to Cura and the prior year impact from costs associated with changes in the Management Board.

Research and development expenses decreased by 11% to €131 M from €147 M. The decrease period over period, as a percentage of revenue, was 0.2 percentage points, largely driven by capitalized development costs, partially offset by expenses incurred related to the development of cardiopulmonary products at Xenios and an increased project portfolio.

Income from equity method investees increased by 15% to €67 M from €59 M. The increase was driven by increased income from Vifor Fresenius Medical Care Renal Pharma Ltd., an entity in which we have ownership of 45%, due to increased sales in North America, partially offset by increased costs to support the launch and development of new projects.

The decrease period over period operating income margin was 1.2 percentage points with virtually no impact from foreign currency translation in the current period. Operating income margin decreased as a result of increased SG&A, as a percentage of revenue and decreased gross profit margin, partially offset by decreased research and development expenses, as a percentage of revenue, and increased income from equity method investees, as discussed above. Excluding (i) the impact of the FCPA Related Charge of €200M (for further information on these investigations, see note 22 of the notes to our consolidated financial statements included in this report), (ii) the effect of the VA Agreement of approximately €87 M as of December 31, 2017 and (iii) cost effects net of anticipated recoveries from natural disasters ("Natural Disaster Costs") of approximately €18 M, operating income margin decreased by 0.4 percentage points to 14.1% from 14.5% with virtually no impact from foreign currency translation in the current period.

Delivered EBIT decreased by 2% including a 2% negative impact from foreign currency translation. At Constant Exchange Rates, Delivered EBIT remained flat largely a result of operating income at Constant Exchange rates remaining stable.

Net interest expense decreased by 3% to €354 M from €366 M. Foreign currency translation had a positive impact of 1% in the current period. At Constant Exchange Rates, net interest expense decreased by 2% largely due to the replacement of interest bearing Bonds, repaid in 2016 and 2017, by debt instruments at lower interest rates.

Income tax expense decreased by 27% to €454 M from €623 M. The effective tax rate decreased to 22.6% from 30.5% for the same period of 2016 driven by the impact, €236 M, of U.S. Tax Reform. Excluding U.S. Tax Reform impacts, the effective tax rate increased to 34.3% from 30.5% largely due to the FCPA Related Charge of €200 M which was not tax effected (see note 22 of the notes to our consolidated financial statements included in this report), prior year related taxes, a lower portion of tax-free income attributable to noncontrolling interests compared to income before taxes and higher tax expense related to the VA Agreement, approximately €34 M, as the tax rate in the U.S. is higher than the average tax rate outside of the U.S., partially offset by tax benefits from financing structures. Excluding (i) the effect on earnings before taxes due to the FCPA Related Charge of €200M, (ii) the impact from the VA Agreement, pre-tax of approximately €87 M, (tax expense of approximately €34 M), (iii) the tax effects associated with Natural Disaster Costs, pre-tax of approximately €18 M (tax expense of approximately €7 M) and (iv) U.S. Tax Reform of approximately €236 M, the effective tax rate increased to 31.0% from 30.5%.

Net income attributable to noncontrolling interests decreased slightly to €274 M from €276 M including a 2% negative impact from foreign currency translation. At Constant Exchange Rates, net income attributable to noncontrolling interests increased by 2% primarily driven by the portion of the VA Agreement reimbursement of approximately €2 M attributable to noncontrolling interests and increased noncontrolling interest expense related to Care Coordination, partially offset by decreased noncontrolling interest expense related to dialysis in the North America Segment driven by lower operating income in less than wholly-owned clinics.

Net income attributable to shareholders of FMC-AG & Co. KGaA increased by 12% to €1,280 M from €1,144 M including a 2% negative impact resulting from foreign currency translation. At Constant Exchange Rates, the increase of 14% was driven by the combined effects of the items discussed above. Excluding (i) the impact from the FCPA Related Charge of €200 M (for further information on these investigations, see note 22 of the notes to our consolidated financial statements included in this report), (ii) the impact of the VA Agreement of approximately €51 M, after tax, (iii) Natural Disaster Costs of

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approximately €11 M, and (iv) U.S. Tax Reform of approximately €236 M, net income attributable to shareholders of FMC-AG & Co. KGaA increased by 5% including a 2% negative impact resulting from foreign currency translation. At Constant Exchange Rates, excluding the effects noted above, net income attributable to shareholders of FMC-AG & Co. KGaA increased by 7%.

Basic earnings per share increased by 12% including a 2% negative impact from foreign currency translation. At Constant Exchange Rates, basic earnings per share increased by 14% primarily due to the increase in net income attributable to shareholders of FMC-AG & Co. KGaA described above. The average weighted number of shares outstanding for the period was approximately 306.6 M in 2017 (2016: 305.7 M).

We employed 114,000 people (full-time equivalents) as of December 31, 2017 compared to 109,319 as of December 31, 2016, an increase of 4%, primarily due to organic growth in our business and acquisitions.

The following discussions pertain to the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment and the measures we use to manage these segments.

North America Segment

Key indicators and business metrics for the North America Segment

in € M, except where otherwise specified
							Change in %
	2017			2016			As Reported	Constant Currency ⁽¹⁾
Total North America Segment
Revenue		12,879			12,030		7%	9%
Health care services		12,036			11,214		7%	10%
Health care products		843			816		3%	5%
Operating income		2,086			1,936		8%	10%
Operating income margin in %		16.2	%		16.1	%
Delivered EBIT ⁽²⁾		1,823			1,669		9%	11%
Dialysis
Revenue		10,070			9,791		3%	5%
Number of Dialysis treatments		29,804,196			28,882,107		3%
Same market treatment growth in %		2.5	%		3.1	%
Operating income		1,942			1,882		3%	5%
Operating income margin in %		19.3	%		19.2	%
Delivered EBIT ⁽²⁾		1,713			1,639		4%	6%
Care Coordination
Revenue		2,809			2,239		25%	28%
Operating income		144			54		168%	173%
Operating income margin in %		5.1	%		2.4	%
Delivered EBIT ⁽²⁾		110			30		264%	271%
Member Months Under Medical Cost Management ^(3),(4)		604,244			387,244		56%
Medical Cost Under Management ^(3),(4)		3,994			2,542		57%	60%
Care Coordination Patient Encounters ^(3),(4)		6,934,300			5,539,703		25%

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): For further information on Delivered EBIT, including a reconciliation of Delivered EBIT to operating income on a consolidated basis and for each of our operating segments, see "I. Performance management system – Delivered EBIT (Non-IFRS Measure)" above.
(3): For further information on these metrics, please refer to the discussion above of our Care Coordination measures under "I. Performance management system –Auxiliary measures -Business metrics for Care Coordination."
(4): The metrics may be understated due to a physician mapping issue related to the BPCI program within a CMS system which has not yet been resolved. Additionally, data presented for the BPCI and ESCO metrics are subject to finalization by CMS, which may result in changes from previously reported metrics.

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Dialysis

Revenue

Dialysis care revenue increased by 3% to €9,227 M from €8,975 M including a 2% negative impact resulting from foreign currency translation. At Constant Exchange Rates, dialysis care revenue increased by 5% mainly due to same market treatment growth (2%), an increase related to the VA Agreement, approximately €94 M as of December 31, 2017 (1%), increases in organic revenue per treatment (1%) and contributions from acquisitions (1%).

Dialysis treatments increased by 3% primarily due to same market treatment growth (2%) and contributions from acquisitions (1%). At December 31, 2017, 197,356 patients (4% increase from December 31, 2016) were being treated in the 2,393 dialysis clinics that we own or operate in the North America Segment, compared to 188,987 patients treated in 2,306 dialysis clinics at December 31, 2016.

In the U.S., the average revenue per treatment, excluding the VA Agreement of approximately $4 per treatment, increased to $353 (€319 at Constant Exchange Rates) from $351 (€318). The increase was mainly attributable to a favorable impact from the increase in the ESRD PPS rate for 2017.

Cost per treatment in the U.S. excluding Natural Disaster Costs of $0.70 per treatment, increased to $282 (€255 at Constant Exchange Rates) from $278 (€251). This increase was largely driven by higher personnel expense, higher bad debt expense as well as increased property and other occupancy related costs including depreciation, partially offset by decreased costs for health care supplies and a gain from the sale of fixed assets.

Health care product revenue increased by 3% including a 2% negative impact resulting from foreign currency translation. At Constant Exchange Rates, health care product revenue increased by 5% was driven by higher sales of renal pharmaceuticals, peritoneal dialysis products, hemodialysis solutions and concentrates, machines and dialyzers.

Operating income margin

The increase period over period in the dialysis operating income margin was 0.1 percentage points with virtually no impact from foreign currency translation in the current period. The increase was largely driven by the VA Agreement, approximately €94 M, a favorable impact from the increase in the ESRD PPS rate for 2017, lower costs for health care supplies, gains from the sale of fixed assets and investments as well as a positive impact from income attributable to a consent agreement on certain pharmaceuticals, partially offset by higher personnel expense, higher bad debt expense and higher costs such as other supplies and rent expense. Excluding (i) the VA Agreement impact of approximately €94 M and (ii) Natural Disaster Costs of approximately €17 M, operating income margin decreased by 0.5 percentage points to 18.7% from 19.2% in the prior period with virtually no impact from foreign currency translation.

Delivered EBIT

Dialysis Delivered EBIT increased by 4% including a 2% negative impact resulting from foreign currency translation. At Constant Exchange Rates, dialysis Delivered EBIT increased by 6% mainly as the result of increased operating income coupled with decreased income from noncontrolling interests.

Care Coordination

Revenue

Care Coordination revenue increased by 25% including a 3% negative impact resulting from foreign currency translation. At Constant Exchange Rates, Care Coordination revenue increased by 28% driven by increases in organic revenue growth (21%) and contributions from acquisitions (7%).

Operating income margin

The increase period over period in the Care Coordination operating income margin was 2.7 percentage points with virtually no impact from foreign currency translation in the current period. The increase was mainly driven by the impact from higher revenue including the initial recognition in the calendar year 2017 of earnings (including earnings from prior periods) from the BPCI initiative combined with increased volumes for hospital related physician services, increased earnings recognized related to ESCOs, a gain from the sale of an investment as well as the impact from the improved margin contribution for laboratory

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services, partially offset by the impact from lower revenue for vascular services, higher bad debt expense, increased costs for pharmacy services and the change in fair value of subsidiary stock based compensation.

Delivered EBIT

Care Coordination Delivered EBIT increased by 264% including a 7% negative impact resulting from foreign currency translation. At Constant Exchange Rates, care coordination Delivered EBIT increased by 271% mainly a result of increased operating income, partially offset by the corresponding increase in noncontrolling interest expense.

Care Coordination business metrics

The increase in member months under medical cost management was primarily attributable to an increase in our participation in ESCO programs from 6 to 24 ESCOs in 2017 as well as the addition of new payor shared savings and sub-capitation agreements, partially offset by a decrease in BPCI due to our voluntary elimination of certain non-performing risks from our BPCI portfolio. See note 4 to the table "Key indicators and business metrics for the North America Segment," above.

Care Coordination's medical cost under management increased by 57%, including a 3% negative impact from foreign currency translation in the current period. At Constant Exchange Rates, Care Coordination's medical cost under management increased by 60% primarily due to an increase in our participation in ESCO programs from 6 to 24 ESCOs in 2017 as well as the addition of new payor shared savings and sub-capitation agreements. See note 4 to the table "Key indicators and business metrics for the North America Segment," above.

The increase in patient encounters was primarily driven by increased encounters for hospital related physician services. See note 4 to the table "Key indicators and business metrics for the North America Segment," above.

EMEA Segment

Key indicators for the EMEA Segment

in € M, except where otherwise specified
							Change in %
	2017			2016			As Reported	Constant Currency ⁽¹⁾
Revenue		2,547			2,409		6%	6%
Health care services		1,237			1,169		6%	6%
Health care products		1,310			1,240		6%	6%
Number of dialysis treatments		9,350,024			8,872,231		5%
Same market treatment growth in %		3.5	%		3.6	%
Operating income		444			474		(6%)	(6%)
Operating income margin in %		17.4	%		19.7	%
Delivered EBIT ⁽²⁾		440			471		(7%)	(6%)

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): For further information on Delivered EBIT, including a reconciliation of Delivered EBIT to operating income on a consolidated basis and for each of our operating segments, see "I. Performance management system – Delivered EBIT (Non-IFRS Measure)" above.

Revenue

In the EMEA Segment, health care service revenue increased by 6% with virtually no impact from foreign currency translation in the current period. The increase was due to contributions from acquisitions (4%) and same market treatment growth (4%), partially offset by decreases in organic revenue growth per treatment (2%).

Dialysis treatments increased by 5% mainly due to same market treatment growth (4%), contributions from acquisitions (3%), partially offset by the effect of closed or sold clinics (1%) and a decrease in dialysis days (1%). As of December 31, 2017, we had 62,490 patients (5% increase from December 31, 2016) being treated at the 746 dialysis clinics that we own, operate or manage in the EMEA Segment compared to 59,767 patients treated at 711 clinics at December 31, 2016.

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Health care product revenue increased by 6% with virtually no impact from foreign currency translation in the current period. Dialysis product revenue increased by 3% including negative foreign currency translation effects of 1%. At Constant Exchange Rates, dialysis product revenue increased by 4% due to higher sales of peritoneal dialysis products, products for acute care treatments, dialyzers and renal pharmaceuticals, partially offset by lower sales of hemodialysis solutions and concentrates. Non-dialysis product revenue increased by 59% to €79 M from €49 M with virtually no foreign currency translation effects. The increase of 59% was due to the acquisition of Xenios.

Operating income margin

The decrease period over period in the operating income margin was 2.3 percentage points with virtually no impact from foreign currency translation in the current period. The decrease was mainly due to unfavorable impacts from acquisitions largely due to the development of cardiopulmonary products at Xenios and foreign currency transaction effects, higher overhead costs, costs related to the change in the Management Board, pressure on reimbursement in some countries as well as lower income from equity method investees as a result of increased costs to support the launch and development of new projects, partially offset by decreased bad debt expense.

Delivered EBIT

Delivered EBIT decreased by 7% including a 1% negative impact resulting from foreign currency translation. At Constant Exchange Rates, Delivered EBIT decreased by 6% primarily due to decreased operating income coupled with slightly increased income from noncontrolling interests.

Asia-Pacific Segment

Key indicators and business metrics for the Asia-Pacific Segment

in € M, except where otherwise specified
							Change in %
	2017			2016			As Reported	Constant Currency ⁽¹⁾
Total Asia-Pacific Segment
Revenue		1,623			1,474		10%	13%
Health care services		744			659		13%	16%
Health care products		879			815		8%	10%
Operating income		313			289		8%	10%
Operating income margin in %		19.3	%		19.6	%
Delivered EBIT ⁽²⁾		306			283		8%	10%
Dialysis
Revenue		1,455			1,474		(1%)	1%
Number of dialysis treatments		4,249,878			4,003,957		6%
Same market treatment growth in %		3.3	%		4.7	%
Operating income		286			289		(1%)	1%
Operating income margin in %		19.7	%		19.6	%
Delivered EBIT ⁽²⁾		280			283		(1%)	1%
Care Coordination
Revenue		168			—		n.a.	n.a.
Operating income		27			—		n.a.	n.a.
Operating income margin in %		15.8	%		—
Delivered EBIT ⁽²⁾		26			—		n.a.	n.a.
Care Coordination patient encounters ⁽³⁾		784,054

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): For further information on Delivered EBIT, including a reconciliation of Delivered EBIT to operating income on a consolidated basis and for each of our operating segments, see "I. Performance management system – Delivered EBIT (Non-IFRS Measure)" above.
(3): For further information on patient encounters, please refer to the discussion above of our Care Coordination Measures under "Business metrics for Care Coordination."

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Key indicators are now provided separately for dialysis and Care Coordination in the Asia-Pacific Segment due to an acquisition in Australia during the second quarter of 2017. Previously, there were immaterial amounts of services performed in Care Coordination within the Asia-Pacific Segment. We are presenting our Care Coordination activities in Asia-Pacific starting in 2017 as the data collected and presented during the period is now reliable. For comparative purposes in our 2017 analysis, the Asia-Pacific Segment will be discussed on an overall segment basis. Care Coordination services include ambulant treatment services in day care hospitals where we provide treatment infrastructure, comprehensive and specialized health check-ups, inpatient and outpatient services, vascular access and other chronic treatment services.

Revenue

In the Asia-Pacific Segment, health care service revenue increased by 13%, including a 3% negative impact resulting from foreign currency translation. At Constant Exchange Rates, health care service revenue increased by 16% as a result of contributions from acquisitions (12%), same market treatment growth (3%) and increases in organic revenue growth per treatment (2%), partially offset by the effect of closed or sold clinics (1%).

Dialysis treatments increased by 6% mainly due to contributions from acquisitions (4%) and same market treatment growth (3%), partially offset by the effect of closed or sold clinics (1%). As of December 31, 2017, we had 29,739 patients (1% increase from December 31, 2016) being treated at the 381 dialysis clinics that we own, operate or manage in the Asia-Pacific Segment compared to 29,328 patients treated at 374 clinics at December 31, 2016.

Health care product revenue increased by 8%, including a 2% negative impact resulting from foreign currency translation. At Constant Exchange Rates, health care product revenue increased by 10% as a result of increased sales of dialyzers, machines, bloodlines, peritoneal dialysis products and products for acute care treatments.

Operating income margin

The decrease period over period in the operating income margin was 0.3 percentage points. Foreign currency translation had a positive impact of 0.1 percentage points. The decrease was largely due to unfavorable impacts from foreign currency transaction effects and an unfavorable mix effect related to acquisitions with lower margins, partially offset by a favorable impact from business growth, mainly in China, and the prior year impact from costs associated with changes in the Management Board.

Delivered EBIT

Delivered EBIT increased by 8%, including a 2% negative impact resulting from foreign currency translation. At Constant Exchange Rates, Delivered EBIT increased by 10% mainly due to increased operating income at Constant Currency, partially offset by increased income from noncontrolling interests.

Latin America Segment

Key indicators for the Latin America Segment

in € M, except where otherwise specified
							Change in %
	2017			2016			As Reported	Constant Currency ⁽¹⁾
Revenue		720			643		12%	15%
Health Care Services		515			464		11%	16%
Health Care Products		205			179		14%	11%
Number of dialysis treatments		4,865,046			4,770,859		2%
Same market treatment growth in %		1.5	%		1.9	%
Operating income		58			59		(1%)	3%
Operating income margin in %		8.1	%		9.2	%
Delivered EBIT ⁽²⁾		58			59		(1%)	3%

(1): For further information on Constant Exchange Rates, see "I. Performance management system – Constant currency information (Non-IFRS)" above.
(2): For further information on Delivered EBIT, including a reconciliation of Delivered EBIT to operating income on a consolidated basis and for each of our operating segments, see "I. Performance management system – Delivered EBIT (Non-IFRS Measure)" above.

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Revenue

In the Latin America Segment, health care service revenue increased by 11%, including a 5% negative impact resulting from foreign currency translation. At Constant Exchange Rates, health care service revenue increased by 16% as a result of increases in organic revenue per treatment (15%), contributions from acquisitions (1%), and same market treatment growth (1%), partially offset by the effect of closed or sold clinics (1%).

Dialysis treatments increased by 2% mainly due to contributions from acquisitions (2%) and same market treatment growth (1%), partially offset by the effect of closed or sold clinics (1%). As of December 31, 2017, we had 31,375 patients (3% increase from December 31, 2016) being treated at the 232 dialysis clinics that we own, operate or manage in the Latin America Segment compared to 30,389 patients treated at 233 clinics at December 31, 2016.

Health care product revenue increased by 14%. Foreign currency translation effects represented 3% of the increase. At Constant Exchange Rates, health care product revenue increased by 11% driven by higher sales of dialyzers, machines, hemodialysis solutions and concentrates as well as bloodlines, partially offset by lower sales of peritoneal dialysis products.

Operating income margin

The decrease period over period in the operating income margin was 1.1 percentage points, including a negative foreign currency translation effect of 0.2 percentage points in the current period. The decrease was mainly due to unfavorable foreign currency transaction effects, higher overhead costs and increased costs for manufacturing, partially offset by reimbursement rate increases, which mitigated inflationary cost increases in the region.

Delivered EBIT

Delivered EBIT decreased by 1%, including a 4% negative impact resulting from foreign currency translation. At Constant Exchange Rates, Delivered EBIT increased by 3% due to increased operating income at Constant Currency.

IV. Financial position

Our investment and financing strategy did not change substantially in the past fiscal year as our business model, which is based on stable and high cash flows, allows for a more consistent and higher level of debt than might be the case in other industries. We still regard our refinancing options as being very stable and flexible. During the fiscal year, the focus of our investing activities was on our health care services business.

Financial management policies and goals

Besides optimizing our financial costs, financial flexibility takes top priority within our financing strategy. We ensure this flexibility by using a wide range of financial instruments and securing a high level of diversification with regard to our investors and banks. Our financing profile is characterized by a wide range of maturities up to 2025.

The main financing instrument is the syndicated credit agreement with revolving credit facilities as well as long-term loans in U.S. dollar and euro. In addition, we use other mid and long-term financing instruments, mainly bonds in U.S. dollar and euro and Convertible Bonds. Short-term financing needs are covered by issuances under our commercial paper program in euro and the Accounts Receivable Facility.

In our long-term financial planning, we focus primarily on the Net Leverage Ratio, a non-IFRS measure, see "– I. Performance management system – Net Leverage Ratio (Non-IFRS Measure)" above. At December 31, 2018 and December 31, 2017, the Net Leverage Ratio, was 1.8 and 2.1, respectively.

The key financial risks we are exposed to include foreign exchange risk and interest rate risk. In order to manage these risks, we enter into various hedging transactions with banks that have been authorized by the Management Board and which generally have ratings in the "A" category or better. We do not use financial instruments for trading or other speculative purposes (for financial risks, see Item 11. "Quantitative and qualitative disclosures about market risk – Management of foreign exchange and interest rate risks" below and note 23 of the notes to the consolidated financial statements included in this report).

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Fresenius SE, under a service agreement, conducts financial instrument activities for us under the control of a single centralized department. We have established guidelines for risk management procedures and controls including the use of financial instruments. These guidelines include a clear segregation of duties with regards to execution on one side and administration, accounting and controlling on the other.

We also utilize Fresenius SE's cash management system for the settlement of certain intercompany receivables and payables with its subsidiaries and other related parties.

We are rated investment grade by the three leading rating agencies, Moody's, Standard & Poor's and Fitch. Please see note 18 of the notes to the consolidated financial statements included in this report.

Effect of off-balance-sheet financing instruments on our financial position and assets and liabilities

We are not involved in off-balance-sheet transactions that are likely to materially affect our financial position, results of operations, liquidity, capital expenditures, assets or capitalization.

Sources of liquidity

Our primary sources of liquidity are typically cash provided by operating activities, cash provided by short-term debt from third parties and related parties, as well as proceeds from the issuance of long-term debt (including the issuance of bonds under a newly established debt issuance program) and equity securities as well as divestitures. We require this capital primarily to finance working capital needs, fund acquisitions and clinics in which we have ownership of less than 100%, develop free-standing renal dialysis clinics and other health care facilities, purchase equipment for existing or new renal dialysis clinics and production sites, repay debt, pay dividends and repurchase shares. See "Net cash provided by (used in) investing activities" and "Net cash provided by (used in) financing activities" below).

At December 31, 2018, we had cash and cash equivalents of €2,146 M (December 31, 2017: €978 M).

Free cash flow (Net cash provided by (used in) operating activities, after capital expenditures, before acquisitions and investments) in 2018, 2017 and 2016 amounted to €1,059 M, €1,351 M and €1,017 M, respectively. Free cash flow is a Non-IFRS Measure and is reconciled to net cash provided by (used in) operating activities, the most directly comparable IFRS measure in "– I. Performance management system – Cash flow measures" above. Free cash flow in percent of revenue in 2018, 2017 and 2016 was 6.4%, 7.6% and 6.1%, respectively.

Net cash provided by (used in) operating activities

During 2018, 2017, and 2016, we generated net cash provided by operating activities of €2,062 M, €2,192 M, and €1,932 M respectively. Net cash provided by operating activities in percent of revenue remained stable at 12% for 2018, 2017 and 2016. Cash provided by (used in) operating activities is impacted by the profitability of our business, the development of our working capital, principally inventories, receivables and cash outflows that occur due to a number of specific items as discussed below. The decrease in net cash provided by operating activities was largely driven by the impact from the 2017 payment related to the VA Agreement, increased inventory levels and the impact from a discretionary contribution of €43 M to pension plan assets in the United States, partially offset by lower income tax payments in the US driven by the lower US tax rate effective January 1, 2018 as well as payments for 2016 that had been deferred to the beginning of 2017.

The profitability of our business depends significantly on reimbursement rates. Approximately 80% of our revenue is generated by providing health care services, a major portion of which is reimbursed by either public health care organizations or private insurers. In 2018, approximately 33% of our consolidated revenue was 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, financial condition and results of operations and thus on our capacity to generate cash flow. See "II. Financial condition and results of operations – Overview" above.

We intend to continue to address our current cash and financing requirements using cash provided by operating activities, our existing and future credit agreements, issuances under the commercial paper program (see note 13 of the notes to the consolidated financial statements included in this report) as well as the utilization of the Accounts Receivable Facility. In addition, when funds are required for acquisitions

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or to meet other needs, we expect to successfully complete long-term financing arrangements, such as the issuance of bonds. We aim to preserve financial resources with a minimum of €500 M of committed and unutilized credit facilities.

Net cash provided by (used in) operating activities depends on the collection of accounts receivable. Commercial customers and governments generally have different payment cycles. Lengthening 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 Days Sales Outstanding ("DSO") of 75 days at both December 31, 2018, and 2017.

DSO by segment is calculated by dividing the segment's accounts and other receivable and contract liabilities, converted to euro using the average exchange rate for the period presented, less any sales or value added tax included in the receivables, by the average daily sales for the last twelve months of that segment, converted to euro using the average exchange rate for the period. Receivables and sales are adjusted for amounts related to acquisitions and divestitures made within the reporting period with a purchase price above a €50 M threshold as defined in the Amended 2012 Credit Agreement. DSO amounts reported in the prior year have been adjusted to conform to the current year's presentation. The development of DSO by reporting segment is shown in the table below:

DSO by reporting segment

	2018		2017
North America Segment		60		59
EMEA Segment		98		102
Asia-Pacific Segment		116		123
Latin America Segment		119		127
FMC-AG & Co. KGaA average days sales outstanding		75		75

The DSO increase in the North America Segment was largely due to the build-up of annually settled receivables, partially offset by a decrease due to the divestment of Sound which carried a higher than average DSO. The decreases in the DSO for the EMEA Segment and the Latin America Segment primarily relate to the improved collection efforts from health care organizations in the respective regions. The decrease in the Asia-Pacific Segment was driven by an improvement of payment collections in China.

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.

We are subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions. With respect to these potential adjustments and disallowances of tax matters currently under review, we do not anticipate that an unfavorable ruling could have a material impact on our results of operations. We are not currently able to determine the timing of these potential additional tax payments.

Net cash provided by (used in) investing activities

Net cash used in investing activities in 2018, 2017, and 2016 was €245 M, €992 M and €1,246 M, respectively. The following table shows our capital expenditures for property, plant and equipment, net of

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proceeds from sales of property, plant and equipment as well as acquisitions, investments and purchases of intangible assets for 2018, 2017 and 2016:

Capital expenditures (net), acquisitions, investments and purchases of intangible assets

in € M
	Capital expenditures, net						Acquisitions, investments and purchases of intangible assets
	2018		2017		2016		2018		2017		2016
North America Segment		495		437		514		768		328		314
Thereof investments in securities								480		10		100
EMEA Segment		140		107		107		77		66		166
Asia-Pacific Segment		43		38		35		21		156		13
Latin America Segment		24		35		31		36		7		8
Corporate		301		224		228		23		9		21

Total		1,003		841		915		925		566		522

The majority of our capital expenditures were used for maintaining existing clinics, equipping new clinics, maintaining and expanding production facilities (primarily in the North America Segment, France, Germany and China), capitalization of machines provided to our customers and for Care Coordination as well as capitalization of certain development costs. Capital expenditures were approximately 6%, 5% and 6% of total revenue in 2018, 2017, and 2016, respectively.

Investments in 2018 were primarily driven by securities and an equity investment in Humacyte, a medical research, discovery and development company, to gain a 19% fully diluted ownership stake as well as a related exclusive global distribution right to Humacyte's bioengineered human acellular vessels within the North America Segment. The remaining investments in the North America Segment, the EMEA Segment and the Latin America Segment were largely in acquisitions of dialysis clinics as well as license agreements and distribution rights in the North America Segment. In 2018, we received €1,683 M from divestitures mainly related to the divestment of Sound on June 28, 2018 (see note 4 c) of the notes to the consolidated financial statements included in this report), as well as the sale of securities in the amount of €150 M.

Investments in 2017 were mainly driven by acquisitions of clinics in the North America Segment and a Care Coordination acquisition in the Asia-Pacific Segment. In 2017, we also received €415 M from divestitures mainly related to the sale of securities of €256 M and the divestment of our non-dialysis laboratory testing services business in December 2017.

Investments in 2016 were primarily related to acquisitions of dialysis clinics, securities, acquisitions in our hospitalist and intensivist business, and a loan provided to an equity method investee in the North America Segment. In the EMEA Segment, we acquired a medical technology company that focuses on the treatment of lung and cardiac failure as well as dialysis clinics. In the Asia-Pacific Segment and Latin America Segment, we acquired dialysis clinics. In 2016, we received €191 M from divestitures, mainly related to the sale of securities in the amount of approximately €117 M and a repayment of unsecured loans provided to an equity method investee in 2015 and 2016 of approximately €72 M.

In 2019, we anticipate capital expenditures of €1.0 to €1.2 billion and expect to make acquisitions and investments, excluding investments in securities, of approximately €400 to €600 M, see "Outlook" below.

Net cash provided by (used in) financing activities

In 2018, 2017 and 2016, net cash used in financing activities was €682 M, €799 M and €520 M, respectively.

In 2018, cash was mainly used in the repayments of long-term debt and capital lease obligations including the repayment of Bonds due in September 2018, the payment of dividends, the complete repayment of amounts drawn under the accounts receivable facility, distributions to noncontrolling interests and repayments of short-term debt, partially offset by proceeds from short-term debt (including drawings under the commercial paper program), long-term debt and capital lease obligations through an issuance under the newly established debt issuance program and short-term debt from related parties.

In 2017, cash was mainly used to repay long-term debt and capital lease obligations including the repayment of Bonds due in July 2017 and partial repayment of a USD term loan under the Amended 2012 Credit Agreement, distributions to noncontrolling interests, the payment of dividends as well as the

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repayment of short-term debt, partially offset by proceeds from long-term debt and capital lease obligations including the issuance of a euro term loan under the Amended 2012 Credit Agreement, proceeds from short-term debt including issuances of commercial papers as well as drawings under the Accounts Receivable Facility.

In 2016, cash was mainly used for the repayments of long-term debt and capital lease obligations, repayments of short-term debt, distributions to noncontrolling interests as well as the payment of dividends, partially offset by proceeds from short-term debt and the increase in the utilization of our Accounts Receivable Facility.

On May 23, 2018, we paid a dividend of €1.06 for 2017 (€0.96 for 2016 paid in 2017, €0.80 for 2015 paid in 2016). The total dividend payment in 2018, 2017, and 2016 was €325 M, €294 M and €244 M, respectively.

The following chart summarizes our significant long-term financing instruments as well as their maturity structure at December 31, 2018:

For a description of our short-term debt including the commercial paper program, see note 13 of the notes to the consolidated financial statements. For a description of our long-term sources of liquidity, including the Amended 2012 Credit Agreement, bonds, equity-neutral convertible bonds and the Accounts Receivable Facility, see note 14 of the notes to the consolidated financial statements.

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The following table summarizes our available sources of liquidity at December 31, 2018:

Available sources of liquidity

in € M
			Expiration per period of
	Total		Less than 1 year		1 - 3 years		3 - 5 years		Over 5 years
Accounts Receivable Facility ⁽¹⁾		763		—		763		—		—
Amended 2012 Credit Agreement ⁽²⁾		1,385		—		—		1,385		—
Other unused lines of credit		387		387		—		—		—

		2,535		387		763		1,385		—

(1): Subject to availability of sufficient accounts receivable that meet funding criteria. At December 31, 2018, the Company had letters of credit outstanding in the amount of $27 M (€23 M) which reduces the availability under the Accounts Receivable Facility to the amount shown in this table.
(2): At December 31, 2018, the Company had letters of credit outstanding in the amount of $2 M (€1 M) which reduces the availability under the revolving credit facility to the amount shown in this table.

An additional source of liquidity is our commercial paper program under which up to €1,000 M of short-term notes can be issued on a flexible and continuous basis. As of December 31, 2018, we fully utilized the commercial paper program. As of December 31, 2017, €680 M was outstanding under the commercial paper program.

The amount of guarantees and other commercial commitments at December 31, 2018 was not significant.

At December 31, 2018, we had short-term debt (excluding the current portion of long-term debt) and short-term debt from related parties in the total amount of €1,394 M.

The following table summarizes our obligations and commitments to make future payments under our long-term debt and other long-term obligations, and our commitments and obligations under lines of credit and letters of credit as of December 31, 2018:

Contractual obligations and commitments ⁽¹⁾

in € M
			Payments due by period of
	Total		Less than 1 year		1 - 3 years		3 - 5 years		Over 5 years
Long-term debt ⁽²⁾		6,789		1,327		2,710		1,820		932
Capital lease obligations		44		10		16		5		13
Operating leases		5,528		822		1,451		1,097		2,158
Unconditional purchase obligations for inventory		492		263		166		60		3
Other long-term obligations ⁽³⁾		229		171		58		—		—
Letters of credit		25		13		12		—		—

		13,107		2,606		4,413		2,982		3,106

(1): Our pension liabilities are not included in the table of contractual obligations and commitments. The regular or special funding of our pension plans may adversely affect our liquidity in the future periods. The liability recognized in our consolidated financial statements may fluctuate significantly in future periods due to changes in assumptions, in particular the discount rate, rate of future compensation increases and pension progression. Actual results could differ from assumptions due to changing market, economic and governmental regulatory conditions, thereby resulting in an increase or decrease of the liability. Employer contributions expected to be paid to the defined benefit plans during fiscal year 2019 are €1 M. For additional information regarding our pension plans and expected payments for the next ten years, see note 16 of the notes to the consolidated financial statements. Further unconditional purchase agreements exist with an equity method investee of the Company. For further information on these agreements, see note 5 of the notes to the consolidated financial statements.
(2): Includes expected interest payments which are based upon the principal repayment schedules and fixed interest rates or estimated variable interest rates considering the applicable interest rates (e.g. Libor, Euribor), the applicable margins, and the effects of related interest rate swaps.
(3): Other long-term obligations consist mainly of production asset acquisition commitments.

Our debt instruments, including the Amended 2012 Credit Agreement, outstanding bonds and the Accounts Receivable Facility contain covenants restricting or limiting our ability to dispose of assets, incur additional debt, create liens or engage in sale and lease backs. However, these are subject to a number of exceptions and qualifications or may be suspended based on a ratings trigger. In addition, under our Amended 2012 Credit Agreement and Accounts Receivable Facility, we are obligated to not exceed a

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maximum consolidated leverage ratio (ratio of consolidated funded debt less cash and cash equivalents to consolidated EBITDA) as these terms are defined in these financing agreements.

A breach of any of the covenants in any of the instruments or agreements governing our long-term debt could, in turn, create additional defaults under one or more of the other instruments or agreements. In default, the outstanding balance under the Amended 2012 Credit Agreement becomes due at the option of the lenders under that agreement and the "cross default" provisions in our other long-term debt permit the lenders to accelerate the maturity of other debt upon such a default. As of December 31, 2018, we were in compliance with all covenants under the Amended 2012 Credit Agreement and our other financing agreements. For information regarding our Amended 2012 Credit Agreement, bonds and the A/R Facility, see note 14 of the notes to consolidated financial statements included in this report.

Although current and future economic conditions could adversely affect our business and our profitability, we believe that we are well positioned to continue to grow our business while meeting our financial obligations as they come due. Due to the non-discretionary nature of the health care services we provide, the need for health care products utilized to provide such services and the availability of government reimbursement for a substantial portion of our health care services, our business is generally not cyclical. A substantial portion of our accounts receivable are generated by governmental payors. While payment and collection practices vary significantly between countries and even between agencies within one country, government payors usually represent low to moderate, credit risks. However, limited or expensive access to capital could make it more difficult for our customers to do business with us, or to do business generally, which could adversely affect our business by causing our customers to reduce or delay their purchases of our health care products. See "III. Results of Operations, financial position and net assets" above. If the conditions in the capital markets worsen, they could also increase our financing costs and limit our financial flexibility.

At our AGM on May 16, 2019, our General Partner and our Supervisory Board will propose to the shareholders a dividend of €1.17 per share for 2018, payable in 2019 (for 2017 paid in 2018: €1.06). The total expected dividend payment is approximately €359 M compared to dividends of €325 M for 2017 paid in 2018.

Our 2019 principal financing needs are the payments outstanding for the planned acquisition of NxStage, repayment of bonds in July 2019, the share repurchase program as well as quarterly payments under our Amended 2012 Credit Agreement Term Loans. These payments as well as our dividend payment of approximately €359 M in May 2019, and the anticipated capital expenditures, and further acquisition payments are expected to be covered by our cash flows, using existing credit facilities and, if required, additional debt financing. We currently have sufficient flexibility under our debt covenants to meet our financing needs in the near future. Generally, we believe that we will have sufficient financing to achieve our goals in the future and to continue to promote our growth.

V. Balance sheet structure

Total assets as of December 31, 2018 increased by 9% to €26.2 billion from €24.0 billion as compared to 2017 including a 2% positive impact resulting from foreign currency translation. At Constant Exchange Rates, total assets increased by 7% to €25.6 billion from €24.0 billion.

Current assets as a percent of total assets increased to 30% at December 31, 2018 as compared to 27% at December 31, 2017. The equity ratio, the ratio of our equity divided by total liabilities and shareholders' equity, increased to 49% at December 31, 2018 as compared to 45% at December 31, 2017. ROIC increased to 12.4% at December 31, 2018 as compared to 8.6% at December 31, 2017.

For supplementary information on capital management and capital structure see also note 18 of the notes to the consolidated financial statements included in this report.

VI. Management's general assessment

Below is a table showing our growth outlook for 2019 and 2020 which are determined by reference to target results determined in accordance with IFRS and presented in euro. The targets indicated for 2019 and 2020 are calculated and presented at Constant Exchange Rates with reliance on Item 10(e)(1)(i)(B) of SEC Regulation S-K as it is impossible to predict currency exchange movements over the course of an entire year. These targets as well as the 2018 base are and will be adjusted in order to make the business performance in the respective periods comparable for items such as: FCPA Related Charges, the IFRS 16 Implementation, the contributions from Sound in the first half year of 2018, the gain (loss) related to

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divestitures of Care Coordination activities and expenses for the cost optimization program. All effects from the pending acquisition of NxStage Medical Inc. are excluded from the Outlook 2019 and 2020.

Outlook

In € billions ("BN"), except where otherwise noted
	Results 2018 adjusted	Outlook 2019 (at Constant Currency) ⁽¹⁾	Outlook 2020 (at Constant Currency) ⁽¹⁾
Revenue ⁽²⁾	€16.0 BN	Growth 3 - 7%	mid to high single digit growth rate
Operating income ⁽²⁾	€2.3 BN	Growth (1) to 3%	mid to high single digit growth rate
Delivered EBIT ⁽²⁾	€2.0 BN	Growth (1) to 3%	mid to high single digit growth rate
Net income ⁽²⁾ ⁽³⁾	€1.3 BN	n.a.	n.a.
Net income growth at Constant Currency ⁽²⁾ ⁽³⁾	n.a.	Growth (2) to 2%	mid to high single digit growth rate
Basic earnings per share growth at Constant Currency ⁽²⁾ ⁽³⁾	n.a.	assessed based on expected development of net income and shares outstanding	assessed based on expected development of net income and shares outstanding
Capital expenditures	€1.0 BN	€1.0 - €1.2 BN	n.a.
Acquisitions and investments ⁽⁴⁾	€0.4 BN	€0.4 - €0.6 BN	n.a.
Net cash provided by (used in) operating activities in % of revenue	12.5%	> 10%	n.a.
Free cash flow in % of revenue	6.4%	> 4%	n.a.
Net leverage ratio	1.8	< 2.5	n.a.
ROIC	12.4%	³ 8.0%	n.a.
Dividend per share ⁽⁵⁾	€1.17	assessed based on expected development of net income and shares outstanding	n.a.
Employees ⁽⁶⁾	112,658	> 117,000	n.a.
Research and development expenses	€134 M	€160 - €170 M	n.a.

(1): Outlook 2019 and 2020 are and will be adjusted in order to make the business performance comparable to results 2018 adjusted for items such as: FCPA Related Charges, the IFRS 16 Implementation, the gain (loss) related to divestitures of Care Coordination activities and expenses for the cost optimization program. All effects from the pending acquisition of NxStage Medical Inc. are excluded from the Outlook 2019 and 2020.
(2): Results 2018 adjusted: For a reconciliation of results 2018 to results 2018 adjusted see the following table.
(3): Net income attributable to shareholders of FMC-AG & Co. KGaA.
(4): Excluding investments in securities.
(5): Results 2018: Proposal to be approved by the Annual General Meeting on May 16, 2019.
(6): Full-time equivalents.

For a reconciliation of the results 2018 to the results 2018 adjusted as a basis for the targets 2019, see the table below. For further details on the consolidated operating performance on a comparable basis and adjusted, see "– Results of operations, financial position and net assets – Year ended December 31, 2018 compared to year ended December 31, 2017-Consolidated financials" above.

Reconciliation of results 2018 to results 2018 adjusted as basis for targets 2019

in € M
	Results 2018		(Gain) loss related to divestitures of Care Coordination activities			2018 FCPA Related Charge		Sound H1 2018			Results 2018 adjusted
Revenue		16,547							(521	)		16,026
Operating income		3,038		(809	)		77		(14	)		2,292
Delivered EBIT		2,794		(809	)		77		(14	)		2,048
Net income ⁽¹⁾		1,982		(673	)		28		4			1,341

(1): Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA.

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Global Efficiency Program

In 2017, we announced the second phase of our GEP II. The program's objectives are to identify and realize further efficiency potential and enhance our overall competitiveness. In 2018, we achieved 15% of the targeted sustained cost improvements, which is well ahead of the anticipated contribution of 10% for the year. Therefore, we increased the lower end of the expected range of sustained cost improvements to €150 M and now expect €150 M to €200 M per annum by 2020.

2019 cost optimization program

We remain committed to a continuous optimization of our business. In 2019, we will invest around €100 M in order to sustainably improve our cost base in addition to the GEP II program. Based on enhancements in the products and services business, the 2019 cost optimization program is expected to be accretive to net income already from 2020 onwards.

Based on the ramp-up of the 2019 cost optimization program, the phasing of contributions from the GEP II and other measures initiated, we anticipate a back-end loaded acceleration of adjusted net income growth.

Impacts from the implementation of IFRS 16

Based on a preliminary impact analysis as of December 31, 2018, applying the options and exemptions detailed in note 1x) in the notes to consolidated financial statements as well as using certain assumptions, especially with regards to lease agreements newly concluded in 2019, we expect that right-of-use assets, increased by lease agreements expected to be newly concluded in 2019 and reduced by depreciation as detailed below, of approximately €3.9 BN will be presented on the consolidated balance sheet at the end of the upcoming fiscal year. Additional lease liabilities, reduced by principal payments and increased by compounding interest as well as lease liabilities on lease agreements expected to be newly concluded in 2019, are expected to be approximately €4.2 BN at the end of the upcoming fiscal year. Furthermore, we expect an increase of approximately €120 M on "machinery and equipment" within property, plant and equipment at the end of the upcoming fiscal year, as a result of new dialysis machines used in our own clinics for which sale-leaseback accounting is no longer applicable. As such, we expect an increase in other financial debt of approximately €120 M at the end of the upcoming fiscal year.

Referring to the consolidated statement of income, in the fiscal year 2019 we expect lower rental expenses of approximately €810 M as well as an increase in depreciation expense of approximately €680 M. In addition, we expect a reduction in revenues of approximately €100 M and a related operating income effect of approximately €40 M due to changes in the accounting treatment of sale-leaseback transactions. Combined, we expect an operating income improvement of approximately €90 M. The expected lower rental expenses as well as the expected decrease in income due to changes in the accounting treatment of sale-leaseback transactions would increase EBITDA by approximately €770 M. In addition, we expect an increase in net interest expenses of approximately €160 M. Overall, we expect a reduction in net income of approximately €50 M.

We expect no changes to total cash outflows but there will be a shift between the Cash Flow categories. Cash provided by operating activities is expected to increase by approximately €600 M and Cash used in investing activities by approximately €80 M. Cash used in financing activities is expected to decrease by approximately €520 M.

We also expect that our net leverage ratio (debt less cash and cash equivalents (net debt) as compared to EBITDA, adjusted for acquisitions and divestitures made during the year with a purchase price above a €50 M threshold as defined in the Amended 2012 Credit Agreement and non-cash charges) will increase by about approximately 0.6 by the end of 2019.

For additional information see Note 1x) in the notes to consolidated financial statements.

In addition to the consolidated financial statements prepared in accordance with IFRS included in this report, we are subject to home country reporting requirements in Germany. These require that we provide an assessment of the probability and impact of certain risks and uncertainties that could materially affect our outlook. A summary of such risk assessment is set forth below.

Although we believe our fiscal year 2019 outlook is based on reasonable assumptions, it is subject to risks and uncertainties that may materially impact the achievement of the outlook. In the following table, we have listed certain risks and the corresponding risk factor (or other discussion of such risks) within this

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report as well as our assessment of the reasonable probability and potential impact of these known risks on our results for the fiscal year 2019. The risks and their related risk factors or other disclosure headings have been paired together to provide further information on the risks as well as provide an indication of their location in this report. The assessment below should be read together with the discussions of such risks and uncertainties contained in Item 3, Key Information –D. "Risk Factors" and Item 11, Quantitative and Qualitative Disclosures About Market Risk – "Management of Foreign Exchange and Interest Rate Risks." Our Litigation risk represents an assessment of material litigation currently known or threatened and is discussed in note 22 of the notes to consolidated financial statements found elsewhere in this report. These assessments by their nature do not purport to be a prediction or assurance as to the eventual resolution of such risks. As with all forward-looking statements, actual results may vary materially. See "Forward-looking Statements" immediately following the Table of Contents to this report. Other risks discussed in Item 3, Key Information – D. "Risk Factors" that are not included in the table below were deemed to have a medium to long-term potential effect on our business, financial condition and results of operations. The classification of potential impact and likelihood as well as the localization of the risks within the risk matrix are depicted below:

Potential impact	Description of impact	Classification	Likelihood

Severe	Material negative impact	Almost certain	> 90% to 100%
Major	Significant negative impact	Likely	> 50% to 90%
Medium	Moderate negative impact	Possible	> 10% to 50%
Low	Small negative impact	Unlikely	0% to 10%

Risk Number			Risk factor (or other related disclosure) within the report

	1		If we do not comply with the numerous governmental regulations applicable to our business, we could suffer adverse legal consequences, including exclusion from government healthcare reimbursement programs or termination of our authority to conduct business, any of which would result in a material decrease in our revenue.
	2		If we fail to estimate, price for and manage our medical costs in an effective manner, the profitability of our value-based products and services could decline and could materially and adversely affect our results of operations, financial position and cash flows.
	3		A dependency on the payment behavior and decision-making of our business partners can affect the collectability of accounts receivable.

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Risk Number			Risk factor (or other related disclosure) within the report

	4		Changes in reimbursement and/or governmental regulations for health care could materially decrease our revenues and operating profit.
	5		We operate in a highly regulated industry such that the potential for legislative reform provides uncertainty and potential threats to our operating models and results.
	6		Our growth depends, in part, on our ability to continue to make acquisitions and develop de novo dialysis clinics and health care centers.
	7		We could be adversely affected if we experience shortages of goods or material price increases from our suppliers, or an inability to access new and improved products and technology.
	8		If we are unable to attract and retain skilled medical, technical and engineering personnel, or if legislative, union, or other labor-related activities or changes result in significant increases in our operating costs or decreases in productivity, we may be unable to manage our growth or continue our technological development.
	9		We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws.
	10		If we are unable to protect our information technology security systems and rely on our third-party service providers to protect their systems against cyber attacks or prevent other privacy and data security incidents that result in privacy and data breaches that disrupt our operations or result in the unintended disclosure and access of sensitive personal information or proprietary or confidential information, we could be exposed to significant regulatory fines or penalties, liability or reputational damage, or experience a material adverse impact on our business, financial condition and results of operations.
	11		Our indebtedness may limit our ability to pay dividends or implement certain elements of our business strategy.
	12		Foreign currency and interest rate exposure. See Item 5, "Operating and financial review and prospects – IV. Financial position," Item 11, Quantitative and qualitative disclosures about market risk – "Management of foreign exchange and interest rate risks" and note 23 of the notes to the consolidated financial statements.
	13		Legal and regulatory matters (see note 22 of the notes to the consolidated financial statements)
	14		We face specific risks from international operations
	15		Unforeseeable events could affect our services and our ability to deliver in a limited time and place.
	16		Global economic conditions as well as further disruptions in financial markets may have an adverse effect on our businesses.

VII. Research and development

Developing innovative products and continuously improving our dialysis treatments are an inherent part of our growth strategy. Our global research and development (R&D) activities, which are centrally managed by the Global Research and Development division (GRD), enable us to develop products efficiently and to systematically promote the exchange of knowledge and technology between regions.

Global research and development strategy

Health care systems face major financial challenges now and in the long term. With regard to our research and development activities, this confirms our intention to develop innovative products that are not only of high quality, but are also affordable. Based on our experience in operating our own dialysis clinics, we do not consider these to be incompatible aims.

Our R&D strategy is globally oriented. This enables us to respond even better to the worldwide rise in demand for high-quality yet cost-efficient treatment methods. In doing so, we also take regional market

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conditions into account and offer a differentiated product range. In future, we intend to deliver innovative, competitive products even more efficiently and strengthen our focus on developing countries.

In addition to R&D activities carried out at our company, we collaborate with external partners with the aim of building a comprehensive innovation and technology network. These include numerous academic institutions, such as research institutes at renowned universities in the U.S. Another partner is the Renal Research Institute (RRI) in New York. This subsidiary of Fresenius Medical Care North America is a leading institution in the field of clinical research into chronic kidney failure. Together we are working on fundamental issues relating to dialysis treatment. We are increasingly collaborating with start-ups with the objective of promoting an open culture of innovation and enabling access to the latest technologies.

Innovations in 2018

To be able to continuously improve our patients' quality of life and the outcomes of their treatment and to ensure our growth in the medium to long-term, we not only work on new products that are close to market launch, but also have an extensive portfolio of innovation projects. These focus on technologies in our core business as well as related areas of strategic interest.

Launch of a new hemodialysis machine

Many dialysis patients in emerging economies still do not have access to adequate treatment. The market potential in these countries is high. We are therefore developing a targeted portfolio specifically for these markets. For example, we launched the 4008A dialysis machine on the Asian market in 2018. It incorporates the most important core functions of a dialysis machine and is adapted to local conditions. Like the rest of our portfolio, the 4008A is also subject to the strict quality and patient safety standards specified by Fresenius Medical Care.

Innovative products for home dialysis

We are also currently developing an entire portfolio of state-of-the-art technologies for peritoneal dialysis in conjunction with our partners. Peritoneal dialysis is the most common form of home treatment for chronic kidney failure. Many of these patients are treated using cyclers. The new cyclers have been optimized to meet our patients' needs as they are small, light and compact, making them ideal for use at home. This new generation of PD cyclers gives dialysis patients a high degree of flexibility. They also consider the specific treatment requirements of children.

Research in the field of regenerative medicine

In 2018, Fresenius Medical Care's subsidiary Unicyte AG reached a pre-clinical milestone in regenerative medicine for chronic kidney disease. In a second pre-clinical model, the company demonstrated that its patented nanoscale extracellular vesicles ("nEVs") can restore the kidney function of patients with chronic kidney disease. nEVs are particles derived from stem cells that help to transport neurotransmitters between cells. Unicyte will continue to carry out intensive research into the potential of nEVs in the treatment of chronic and acute kidney diseases in the coming years to develop new and improved treatment options for seriously and chronically ill patients.

In 2018, we announced a strategic global partnership and an equity investment for a payment of $150 M with the U.S. medical company Humacyte. Humacyte carries out medical research and development on clinical and pre-clinical investigational products and has developed the human acellular blood vessel HUMACYL, which is currently being tested for use as a vascular access for hemodialysis patients and may prove more effective than conventional synthetic grafts and fistulas. Following product approval, we will receive exclusive global rights to commercialize HUMACYL, allowing us to offer patients with chronic kidney disease around the world a safer and more effective vascular access option including shorter catheter contact time.

Ventures

Our venture capital company Fresenius Medical Care Ventures GmbH is increasingly collaborating with start-ups with the aim of promoting an open culture of innovation and gaining access to the latest technologies. In 2018, Fresenius Medical Care Ventures invested in the Israeli medical technology company, Vectorious Medical Technologies, the biotech company Corvidia Therapeutics Inc. and the digital health companies Tridiuum and SafeRide. Vectorious has developed an implantable,

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microcomputer-based system that optimizes the management of heart failure patients using direct, daily left-atrial pressure (LAP) measurements. Corvidia is pioneering the next generation of cardiovascular and cardiorenal treatments. Tridiuum has developed an engine for behavioral medicine based on predictive analytics, while SafeRide organizes patient transportation, e.g. to ensure that dialysis patients get to dialysis clinics regularly and reliably.

R&D resources

R&D expenditure corresponded to around 4% (2017: 4% and 2016: 5%) of our health care product revenue. At the end of 2018, our patent portfolio comprised some 9,152 property rights in approximately 1,253 patent families, i.e. groups of patents linked to the same invention. Our R&D work in the financial year produced around 126 additional patent families. A broad portfolio of patents will provide us with a wide range of treatment options in this competitive area in future.

In 2018, 933 highly qualified employees (full-time equivalents) worked for Fresenius Medical Care in R&D worldwide (2017: 825). They come from various backgrounds: Physicians work side by side with software specialists, business economists and engineers in interdisciplinary teams. Around 590 employees – the majority of our R&D staff – are based in Europe. Most activities are carried out at our facilities in Schweinfurt and Bad Homburg v. d. Höhe (Germany). Other R&D sites are in St. Wendel (Germany), Bucharest (Romania) and Krems (Austria). In the U.S. the Company maintains centers of excellence for the development of devices in Concord, California, and for dialyzers and other disposable products in Ogden, Utah. Development activities in Shanghai and Changshu (China) are focused on the growing demand for cost-effective dialysis systems in Asia and emerging markets. The global R&D organization coordinates collaboration and technology exchange among the various sites. As part of our innovation culture, we also strive to carry out research and development responsibly.

Expenditures for R&D in € M

in € M
	2018		2017		2016		2015		2014
Total		134		131		147		128		94

Employees ⁽¹⁾

(1) Full-time equivalents
	2018		2017		2016		2015		2014
Total		933		825		794		649		599

Number of patents

	2018		2017		2016		2015		2014
Total		9,152		8,396		7,748		6,643		6,133

VIII. Trend information

For information regarding significant trends in our business see Item 5, "Operating financial review and prospects."

IX. Tabular disclosure of contractual obligations

The information required by this item may be found in Item 5B under the caption " – IV. Financial position – net cash provided by (used in) financing activities."

Item 6. Directors, senior management and employees

A. Directors and senior management

General

As a partnership limited by shares, under the German Stock Corporation Act ( Aktiengesetz or AktG), our corporate bodies are our General Partner, our Supervisory Board and our general meeting of shareholders. Our sole General Partner is Management AG, a wholly-owned subsidiary of Fresenius SE. Management AG is required to devote itself exclusively to the management of Fresenius Medical Care AG & Co. KGaA.

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For a detailed discussion of the legal and management structure of Fresenius Medical Care AG & Co. KGaA, including the more limited powers and functions of the Supervisory Board compared to those of the General Partner, see Item 16.G, below, "Corporate governance – The Legal Structure of Fresenius Medical Care AG & Co. KGaA."

Our General Partner has a supervisory board and a management board. These two boards are separate and no individual may simultaneously be a member of both boards. A person may, however, serve on both the supervisory board of our General Partner and on our Supervisory Board.

The General Partner's Supervisory Board

The supervisory board of Management AG consists of six members who are elected by Fresenius SE (acting through its general partner, Fresenius Management SE), the sole shareholder of Management AG. Pursuant to a pooling agreement for the benefit of the public holders of our shares, at least one-third (but no fewer than two) of the members of the General Partner's supervisory board are required to be independent directors as defined in the pooling agreement, i.e., persons with no substantial business or professional relationship with us, Fresenius SE, the General Partner, or any affiliate of any of them.

Unless resolved otherwise by Fresenius SE in the general meeting of shareholders of Management AG, the terms of each of the members of the supervisory board of Management AG will expire at the end of the general meeting of shareholders held during the fourth fiscal year following the year in which the Management AG supervisory board member was elected by Fresenius SE, but not counting the fiscal year in which such member's term begins. Fresenius SE, as the sole shareholder of Management AG, is at any time entitled to re-appoint members of the Management AG supervisory board. The most recent election of members of the General Partner's supervisory board took place in May 2016. Following Dr. Ulf M. Schneider's resignation in 2016, Ms. Rachel Empey was elected as a sixth member of the General Partner's supervisory board, effective, as of September 1, 2017. Members of the General Partner's supervisory board may be removed only by a resolution of Fresenius SE in its capacity as sole shareholder of the General Partner. Neither our shareholders nor our separate Supervisory Board has any influence on the appointment of the supervisory board of the General Partner.

The General Partner's supervisory board ordinarily acts by simple majority vote and the Chairman has a tie-breaking vote in case of any deadlock. The principal function of the General Partner's supervisory board is to appoint and to supervise the General Partner's management board in its management of the Company, and to approve mid-term planning, dividend payments and other matters which are not in the ordinary course of business and are of fundamental importance to us.

The table below provides the names of the current members of the supervisory board of Management AG and their ages. Except for Mr. Sturm and Ms. Empey, each of such persons is also a member of the Supervisory Board of FMC-AG & Co. KGaA.

Name		Current Age

Mr. Stephan Sturm, Chairman ⁽¹⁾			55
Dr. Dieter Schenk, Vice Chairman ⁽¹⁾ ⁽⁴⁾			66
Dr. Gerd Krick ⁽¹⁾ ⁽²⁾			80
Mr. Rolf A. Classon ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾			73
Mr. William P. Johnston ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾			74
Ms. Rachel Empey			42

(1): Members of the Human Resources Committee of the supervisory board of Management AG
(2): Members of the Audit and Corporate Governance Committee of FMC-AG & Co. KGaA. In addition, Ms. Deborah Doyle McWhinney was a member of the Audit and Corporate Governance Committee of FMC-AG & Co. KGaA until her resignation as a member of our Supervisory Board effective November 1, 2018. In addition, Ms. Pascale Witz, a member of our supervisory board, is a member of the Audit and Corporate Governance Committee of FMC-AG & Co. KGaA since February 11, 2019.
(3): Independent director for purposes of our pooling agreement
(4): Member of the Regulatory and Reimbursement Assessment Committee of the supervisory board of Management AG

MR. STEPHAN STURM has been Chairman of the Management Board of Fresenius Management SE since July 1, 2016, after serving for over 11 years as Fresenius Management SE's Chief Financial Officer. Prior to joining Fresenius Management SE in 2005, he was a Managing Director of Credit Suisse First Boston ("CSFB"), from 2000 as Head of Investment Banking for Germany and Austria, and also served on CSFB's European Management Committee. During his more than 13 years in investment banking,

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Stephan Sturm held various executive positions with BHF-Bank, Union Bank of Switzerland and CSFB in Frankfurt and London. Prior to entering investment banking in 1991, he was a management consultant at McKinsey & Co in Duesseldorf and Frankfurt. Mr. Stephan Sturm holds a degree in Business from Mannheim University. Additionally, Mr. Sturm is the Chairman of the supervisory board of Fresenius Kabi AG, Vice Chairman of the supervisory board of Vamed AG, Austria as well as a member of the supervisory board of Deutsche Lufthansa AG.

DR. DIETER SCHENK has been Vice Chairman of the supervisory board of Management AG since 2005 and is Vice Chairman of the supervisory board of Fresenius Management SE. Dr. Schenk was elected as the Chairman of our Supervisory Board in 2018; previously Dr. Schenk served as the Vice Chairman of our Supervisory Board. He is an attorney and tax advisor and was a partner in the law firm of Noerr LLP (formerly Nörr Stiefenhofer Lutz) from 1986 until December 31, 2017. Additionally, he also serves as the Chairman of the supervisory board of Gabor Shoes AG, Bank Schilling & Co. AG and TOPTICA Photonics AG. Dr. Schenk is also Chairman of the Foundation Board of Else Kröner-Fresenius-Stiftung, the sole shareholder of Fresenius Management SE, which is the sole general partner of Fresenius SE & Co. KGaA.

MR. ROLF A. CLASSON has been a member of the supervisory board of Management AG since July 7, 2011 and a member of our Supervisory Board since May 12, 2011. Mr. Classon also has served on the Board of Directors of Catalent Inc since August 2014 and as a member of the Board of Directors of Perrigo Company plc, since May 8, 2017. Mr. Classon was the Chairman of the Board of Directors for Hill-Rom Holdings, Inc. until March 6, 2018 as well as the Chairman of the Board of Directors for Tecan Group Ltd. until April 18, 2018.

MR. WILLIAM P. JOHNSTON has been a member of the supervisory board of Management AG since May 2006 and also serves on our Supervisory Board. Mr. Johnston has been an Operating Executive of The Carlyle Group since June 2006. He is also Chairman of the Board of The Hartford Mutual Funds, Inc.

MS. RACHEL EMPEY became the Chief Financial Officer of Fresenius Management SE on August 1, 2017 and member of the supervisory board of Management AG on September 1, 2017. Prior to August 1, 2017, she served as Chief Financial and Strategy Officer of Telefónica Deutschland Holding AG and member of the Telefónica Deutschland Management Board, starting in 2011. Previously, Ms.Empey held a number of key international finance and controlling positions in the Telefónica group. She started her career as an audit executive at Ernst & Young and business analyst at Lucent Technologies. Ms. Empey is a chartered accountant and holds an MA (Hons) in Mathematical Sciences from the University of Oxford. Additionally, Ms. Empey has been the Vice Chairman of the supervisory board of Fresenius Kabi AG since October 2017 and has served on the Board of Directors of Inchcape plc since May 2016.

DR. GERD KRICK has been a member of the supervisory board of Management AG since December 2005 and was Chairman of our Supervisory Board until May 17, 2018. He is the Chairman of the supervisory board of Fresenius Management SE and of Fresenius SE & Co. KGaA. Additionally, Dr. Gerd Krick is also Chairman of the supervisory board of Vamed AG, Austria.

The General Partner's Management Board

Each member of the Management Board of Management AG is appointed by the supervisory board of Management AG for a maximum term of five years and is eligible for reappointment thereafter. Their terms of office expire in the years listed below.

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The table below provides names, positions and terms of office of the current members of the Management Board of Management AG and their ages:

Name		Position

Mr. Rice Powell	63	Chief Executive Officer and Chairman of the Management Board	2022
Mr. Michael Brosnan	63	Chief Financial Officer	2022
Mr. William Valle	58	Chief Executive Officer for North America	2020
Dr. Olaf Schermeier	46	Chief Officer of Global Research & Development	2021
Mr. Kent Wanzek	59	Chief Executive Officer of Global Manufacturing and Quality	2022
Mr. Harry de Wit	56	Chief Executive Officer for Asia-Pacific	2023
Dr. Katarzyna Mazur-Hofsäß	55	Chief Executive Officer for EMEA	2021

MR. RICE POWELL has been with the Company since 1997. He became Chairman and Chief Executive Officer of the Management Board of Management AG effective January 1, 2013. Mr. Powell is also a member of the Management Board of Fresenius Management SE and of the Board of Administration of Vifor Fresenius Medical Care Renal Pharma, Ltd., Switzerland. Mr. Powell was the Chief Executive Officer and director of Fresenius Medical Care North America until December 31, 2012. Mr. Powell has more than 40 years of experience in the healthcare industry, which includes various positions with Baxter International Inc., Biogen Inc., and Ergo Sciences Inc.

MR. MICHAEL BROSNAN has been with the Company since 1998. Mr. Brosnan is a member of the Management Board and Chief Financial Officer of Management AG. Mr. Brosnan is also a member of the Supervisory Board of Morphosys AG, Germany, and of the Board of Administration of Vifor Fresenius Medical Care Renal Pharma, Ltd., Switzerland. Mr. Brosnan was a member of the Board of Directors of Fresenius Medical Care North America. Prior to joining Fresenius Medical Care, Mr. Brosnan held senior financial positions at Polaroid Corporation and was an audit partner at KPMG.

MR. WILLIAM VALLE was appointed Chief Executive Officer for FMCNA effective January 2017 and a member of the Management Board of Management AG on February 17, 2017. Prior to that, Mr. William Valle was executive vice president responsible for the dialysis service business and vascular access business of FMCNA from 2014 to 2017. Mr. Valle joined FMCNA in 2009 and has approximately 30 years of experience in the dialysis industry, holding executive positions in sales, marketing and business development at several dialysis companies including Gambro Healthcare, Inc.

DR. OLAF SCHERMEIER was appointed Chief Executive Officer for Global Research and Development on March 1, 2013. Dr. Schermeier serves on the supervisory board of Xenios AG. Prior to FMC-AG & Co. KGaA, Dr. Schermeier served as President of Global Research and Development for Dräger Medical, Lübeck, Germany. Dr. Schermeier has many years of experience in various areas of the health care industry, among others at Charité clinic and at Biotronik, Germany.

MR. KENT WANZEK has been with the Company since 2003. Mr. Wanzek is a member of the Management Board of Management AG since January 1, 2010 with responsibility for Global Manufacturing and Quality and prior to joining the Management Board was in charge of North American operations for the Renal Therapies Group at Fresenius Medical Care North America since 2004. Mr. Wanzek held several senior executive positions with companies in the healthcare industry, including Philips Medical Systems, Perkin-Elmer, Inc. and Baxter Healthcare Corporation.

MR. HARRY DE WIT assumed the role of Chief Executive Officer for the Asia-Pacific Segment on April 1, 2016. Mr. de Wit has worked in the medical device industry for more than 25 years. Mr. de Wit holds a master's degree in Medicine from the VU University of Amsterdam in the Netherlands and a bachelor's of Science in Physiotherapy from the School of Physiotherapy of Den Bosch in the Netherlands. Mr. de Wit has been a non-executive member of the Board of Directors of New Asia Investments Pte Ltd. since March 25, 2014.

DR. KATARZYNA MAZUR-HOFSÄß assumed the role of Chief Executive Officer for the EMEA Segment on September 1, 2018. Before joining the Company, she had been president for EMEA at the med-tech company Zimmer Biomet since 2013. She has 25 years of professional experience and held

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various positions in the medical and pharmaceutical industry from her positions, among others at Abbott Laboratories and Roche.

The business address of all members of our Management Board and Supervisory Board is Else-Kröner-Strasse 1, 61352 Bad Homburg, Germany.

The Supervisory Board of FMC-AG & Co. KGaA

Our Supervisory Board consists of six members who are elected by the shareholders of FMC-AG & Co. KGaA in a general meeting. Generally, the terms of office of the members of the Supervisory Board will expire at the end of the general meeting of shareholders of FMC-AG & Co. KGaA, in which the shareholders discharge the Supervisory Board for the fourth fiscal year following the year in which they were elected, but not counting the fiscal year in which such member's term begins. The most recent election of members of the Supervisory Board took place in May 2016. The next regular elections will take place in 2021. Before the expiration of their term, members of the Supervisory Board may be removed only by a court decision or by a resolution of the shareholders of FMC-AG & Co. KGaA with a majority of three quarters of the votes cast at such general meeting.

Fresenius SE, as the sole shareholder of Management AG, the general partner, is barred from voting for election and/or removal of members of the Supervisory Board as well as from voting on discharge of the Supervisory Board, but it nevertheless has and will retain significant influence over the membership of the Supervisory Board in the foreseeable future. See Item 16.G, below, "Corporate governance – The Legal Structure of FMC-AG & Co. KGaA."

The current Supervisory Board consists of five persons, three of whom – Messrs. Schenk (Chairman), Classon (Vice Chairman) and Johnston – are also members of the supervisory board of our General Partner. For information regarding those members of the supervisory board, see "The General Partner's Supervisory Board," above.

MS. PASCALE WITZ, 52, has been a member of the Supervisory Board since May 12, 2016. Ms. Witz was the Executive Vice President of Global Diabetes and Cardiovascular of Sanofi S.A. as well as on Sanofi's executive committee (equivalent to management board), prior to which she held other executive positions in Sanofi S.A. and with GE Healthcare and Becton Dickinson. Ms. Witz has served on the Board of Directors of Regulus Therapeutics Inc. since June 1, 2017, Horizon Pharma plc since August 3, 2017, Perkin Elmer Inc. since October 30, 2017 and Tesaro, Inc. since May 5, 2018. Additionally, Ms. Witz is president of PWH ADVISORS SASU, since November 2016, and the founder of PWH ADVISORS LLC, since May 2018.

PROF. DR. GREGOR ZÜND, 59, has been a member of the Supervisory Board since October 29, 2018. Prof. Dr. Zünd has been Chief Executive Officer of the University Hospital of Zurich since 2016. As Director of Research and Education he has been member of the hospital's executive board since 2008. In parallel, he has been Managing Director of the Center for Clinical Research and Head of the Surgical Research department at University Hospital Zurich. Until 2001, Prof. Dr. Zünd was senior physician at the clinic for cardiovascular surgery at University Hospital Zurich. He spent several years at Texas Medical Center, Houston, and at Harvard Medical School, Boston. Prof. Dr. Zünd is Professor ad personam at the University of Zurich.

Prof. Dr. Zünd was judicially appointed as a member of the Supervisory Board as the successor to Dr. Gerd Krick, who was a member and the Chairman of the Supervisory Board until May 17, 2018. In line with the applicable recommendation of the German Corporate Governance Code, Prof. Dr. Zünd's term is limited to the time until the next general meeting of shareholders. The Supervisory Board intends to propose to the AGM on May 16, 2019 to elect as members to the Supervisory Board both Prof. Dr. Zünd and a successor to Ms. Deborah Doyle McWhinney, who resigned from the Supervisory Board effective November 1, 2018. In order to align the terms of the members of the Supervisory Board, the Supervisory Board also intends to propose to limit their respective terms for the time until the shareholders will discharge the Supervisory Board for fiscal year 2020, i.e. at our AGM in 2021.

The principal function of the Supervisory Board is to oversee the management of the Company but, in this function, the supervisory board of a partnership limited by shares has less power and scope for influence than the supervisory board of a stock corporation. The Supervisory Board is not entitled to appoint the General Partner or its executive bodies, nor may it subject the general partner's management measures to its consent or issue rules of procedure for the general partner. Only the supervisory board of Management AG, elected solely by Fresenius SE, has the authority to appoint or remove members of the General

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Partner's Management Board. See Item 16G, below, "Corporate governance – The legal structure of FMC-AG & Co. KGaA." Among other matters, the Supervisory Board will, together with the general partner, determine the agenda for the AGM and make recommendations with respect to the approval of the Company's financial statements and dividend proposals. The Supervisory Board will also propose nominees for election as members of the Supervisory Board. The Audit and Corporate Governance Committee also recommends to the Supervisory Board a candidate as the Company's auditor to audit our German statutory financial statements to be proposed by the Supervisory Board to our shareholders for approval and, as required by the SEC and NYSE audit committee rules, retains the services of our independent auditors to audit our IFRS financial statements.

B. Compensation

Report of the Management Board of Management AG, our General Partner

The Compensation Report of FMC-AG & Co. KGaA summarizes the main elements of the compensation system for the members of the Management Board of Fresenius Medical Care Management AG, the General Partner of FMC-AG & Co. KGaA, and in this regard notably explains the amounts and structure of the compensation paid to the Management Board. Furthermore, the principles and the amount of the compensation of the Supervisory Board of the Company are described. The Compensation Report is part of the Management Report on the annual financial statements and the annual consolidated group financial statements of FMC-AG & Co. KGaA as at December 31, 2018. The Compensation Report is prepared on the basis of the recommendations of the German Corporate Governance Code. The Compensation Report also includes the disclosures as required pursuant to the applicable statutory regulations, notably in accordance with the German Commercial Code (HGB).

Compensation of the Management Board

The Supervisory Board of Fresenius Medical Care Management AG is responsible for determining the compensation of the Management Board members. The Supervisory Board of Fresenius Medical Care Management AG is assisted in this task by a personnel committee, the Human Resources Committee, a committee which is composed of individual members of the Supervisory Board of Fresenius Medical Care Management AG and which is also responsible for the tasks of a compensation committee. The Human Resources Committee is composed of Mr. Stephan Sturm (Chairman), Dr. Gerd Krick (Vice Chairman), Mr. William P. Johnston, Dr. Dieter Schenk and Mr. Rolf A. Classon.

The current Management Board compensation system was approved by the General Meeting of FMC-AG & Co. KGaA on May 12, 2016, and is reviewed by an independent external compensation expert on a regular basis. The objective of the compensation system is to enable the members of the Management Board to participate reasonably in the sustainable development of the Company's business and to reward them based on their duties and performance as well as their success in managing the Company's economic and financial position giving due regard to the peer environment.

The amount of the total compensation of the members of the Management Board is measured taking particular account of a horizontal comparison with the compensation of management board members of other DAX-listed companies and similar companies of comparable size and performance in a relevant peer environment. Furthermore, the relation of the overall compensation of the members of the Management Board and that of the senior management as well as the staff overall, as determined by way of a vertical comparison, is taken into account.

The compensation of the Management Board is, as a whole, performance-based and geared to promoting sustainable corporate development. It consists of three components:

1.: non-performance-based compensation (base salary and fringe benefits)
2.: short-term performance-based compensation (one-year variable compensation)
3.: components with long-term incentive effects (multi-year variable compensation comprised of share-based compensation with cash settlement and stock options, the latter granted in previous fiscal years).

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Compensation components granted during the fiscal year

I. Non-performance-based compensation

The Management Board members receive a base salary. In Germany or (applicable to Mr. Harry de Wit, who is resident in Hong Kong) Hong Kong, as the case may be, the base salary is paid in twelve equal monthly instalments. To the extent the base salary is paid to members of the Management Board in the U.S., the payment is made in accordance with local customs in twenty-four equal instalments.

Moreover, the members of the Management Board received fringe benefits. These consisted mainly of payments for insurance premiums, the private use of company cars and special payments such as school fees, housing, rent and relocation supplements, reimbursement of fees for the preparation of tax returns, reimbursement of charges, compensation for forfeited compensation benefits from the previous employment relationship, anniversary payments, contributions to pension, accident, life and health insurance as well as tax burden compensation due to varying tax rates applicable in Germany and the U.S. (net compensation) and other benefits in kind and fringe benefits, also in case accruals have been set up therefore.

II. Performance-based compensation

Performance-based compensation is awarded as a short-term cash component (one-year variable compensation) and as components with long-term incentive effects (comprising share-based compensation with cash settlement). The one-year variable compensation consists of an amount that is payable without deferral after the end of the fiscal year ("Bonus") and an amount that is converted into virtual shares of the Company as an amount to be deferred (the so-called Share Based Award, together with the Bonus the "Total Bonus"). The share-based compensation with cash settlement consists of the Share Based Award as well as of Performance Shares, which have been granted in the context of the Fresenius Medical Care Long-Term Incentive Plan 2016 (hereinafter: "LTIP 2016").

Performance-based compensation components granted in the fiscal year

Under the Fresenius Medical Care Long-Term Incentive Program 2011 (hereinafter: "LTIP 2011"), individual members of the Management Board may under certain conditions also exercise stock options already granted or receive a share-based compensation with cash settlement from already granted phantom stock.

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One-year variable compensation and Share Based Award

The amount of the one-year variable compensation and of the Share Based Award depends on the achievement of the following individual and joint targets which are derived from the corporate strategy:

•: net income growth,
•: free cash flow (net cash provided by (used in) operating activities after capital expenditures, before acquisitions and investments) in percent of revenue,
•: operating income margin.

The targets are weighted differently depending on the Management Board department or function. In the case of Messrs. Rice Powell and Michael Brosnan (both with corporate group functions) as well as Dr. Olaf Schermeier (Research & Development), the net income growth is weighted with 80%. In the case of Dr. Katarzyna Mazur-Hofsäß (Management Board member since September 1, 2018) and Messrs. William Valle and Harry de Wit (each of them being Management Board members with regional responsibility) as well as Mr. Kent Wanzek (Global Manufacturing & Quality), the net income growth is weighted with 60%. In the case of the members of the Management Board last named, the valuation of the operating margins contributes another 20%. The target free cash flow as a percentage of the sales revenues is uniformly measured with 20% for all members of the Management Board.

The degree of the achievement of the specific targets (target achievement) is determined by comparing the actual values with the target values to be achieved. The net income growth is taken into account up to a growth rate of 10%. The targets regarding the respective free cash flow as a percentage of revenues fall within a range of rates between 3% and 6% and are evaluated within the Group or, as the case may be, in the relevant regions. For the benefit of Management Board members with regional responsibilities as well as for the benefit of the Management Board member responsible for Global Manufacturing & Quality, growth of regional operating income margins is compensated within individual targets ranging between 13% and 18.5%, reflecting the particularities of the respective regions and responsibilities:

The degree of overall target achievement of each member of the Management Board is determined by the weighted arithmetic mean of the target achievement of the individual targets. Multiplying the degree of the respective overall target achievement by the respective base salary and another fixed multiplier results in the Total Bonus, of which a 75% share is paid out in cash to the Management Board members as one-year variable compensation after approval of the annual financial statements of FMC-AG & Co. KGaA for the respective fiscal year as Bonus. Since the degree of target achievement is limited to a maximum of 120%, the Management Board's maximum achievable one-year variable compensation has maximum limits (cap).

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For the fiscal year and the previous year, the amount of cash compensation payments to members of the Management Board without components with long-term incentive effects consisted of the following:

Amount of Cash Payments

in € THOUS
	Non-performance-based compensation									Short-term performance based compensation				Cash compensation (without long-term incentive components)
	Base salary				Fringe benefits					Bonus
	2018		2017 ⁽¹⁾		2018			2017 ⁽¹⁾		2018		2017 ⁽¹⁾		2018		2017 ⁽¹⁾
Members of the Management Board serving as of December 31, 2018
Rice Powell		1,270		1,217		195			173		2,376		2,297		3,841		3,687
Michael Brosnan		720		735		56			134		1,300		1,315		2,076		2,184
Dr. Katarzyna Mazur-Hofsäß ⁽²⁾		233		—		844	⁽³⁾		—		370		—		1,447		—
Dr. Olaf Schermeier		490		490		131			134		970		970		1,591		1,594
William Valle ⁽²⁾		792		721		330			88		1,395		1,291		2,517		2,100
Kent Wanzek		550		575		126			85		1,076		1,085		1,752		1,745
Harry de Wit		480		480		315			321		950		950		1,745		1,751
Former members of the Management Board who resigned during the fiscal year 2017 ⁽⁴⁾
Ronald Kuerbitz		—		109		—			43		—		—		—		152
Dominik Wehner		—		425		—			38		—		732		—		1,195

Total:		4,535		4,752		1,997			1,016		8,437		8,640		14,969		14,408

(1): Please note for purposes of comparison between the amounts indicated and those of the fiscal year that the compensation is subject to foreign exchange rate fluctuations depending on whether it is contractually denominated in euro (Dr. Katarzyna Mazur-Hofsäß as well as Messrs. Dr. Olaf Schermeier and Harry de Wit) or U.S. dollar (Messrs. Rice Powell, Michael Brosnan, William Valle and Kent Wanzek).
(2): Please note for purposes of comparison of the amounts indicated for the fiscal year that Dr. Katarzyna Mazur-Hofsäß has been appointed as a member of the Management Board only with effect as of September 1, 2018 and Mr. William Valle with effect as of February 17, 2017 and, therefore, they have received compensation payments to be set out herein only in each case as of such date.
(3): The other benefits of Dr. Katarzyna Mazur-Hofsäß include a one-off special payment in the amount of €800 THOUS by which Dr. Katarzyna Mazur-Hofsäß was compensated for forfeited compensation benefits from the previous employment relationship.
(4): Mr. Dominik Wehner resigned from the Management Board with effect as of the end of December 31, 2017 and Mr. Ronald Kuerbitz with effect as of February 17, 2017.

The portion of the one-year variable compensation not paid out for the fiscal year in question, amounting to 25% of the Total Bonus, is converted into virtual shares not backed by equity and allocated to the members of the Management Board in the form of the so-called Share Based Award. The Share Based Award is attributed to the compensation components with long-term incentive effect and can be exercised at the earliest after a period of three years following the grant date. In special cases (e.g. occupational disability, entry into retirement, non-renewal of expired employment contracts by the Company), a shorter period may apply. The payment from the Share Based Award is made in cash and depends on the share price of FMC–AG & Co. KGaA upon exercise.

In accordance with the targets achieved in the fiscal year, the members of the Management Board who were members of the Management Board on December 31 of the fiscal year acquired entitlements to Share Based Awards valued at €3,414 THOUS (2017: €3,418 THOUS). Based on the already fixed value, the allocation of the specific number of virtual shares made by the Supervisory Board in principle takes place no sooner than March of the following year on the basis of the then current price conditions of the shares of FMC–AG & Co. KGaA. This number will then serve as a multiplier for the share price on the respective exercise date and, thus, as the basis for the determination of the payment amount of the respective share-based compensation.

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Functionality of the Total Bonus (Bonus and Share Based Award) in principle

Personal Investment from the Bonus 2018 with Stock Holding Condition

To take adequate account of the business development in the fiscal year 2018, the Supervisory Board decided that the members of the Management Board—by mutual agreement—acquire shares in FMC-AG & Co. KGaA for a portion of their Bonus. The shares acquired in this way may only be sold by the respective member of the Management Board after a period of three years from the date of acquisition has expired. The respective portion of the Bonus for which a member of the Management Board acquires shares in FMC-AG & Co. KGaA depends on the respective overall target achievement.

The net amounts to be invested by the members of the Management Board are as follows:

Personal Investment from the Net Bonus Amount for the Fiscal Year 2018

	Amount		Currency
Rice Powell		605,219	US$
Michael Brosnan		315,434	US$
Dr. Katarzyna Mazur-Hofsäß		80,194	€
Dr. Olaf Schermeier		224,542	€
William Valle		305,466	US$
Kent Wanzek		344,019	US$
Harry de Wit		164,970	€

As a consequence of this personal investment, between 51% and 60% of the Total Bonus for the fiscal year 2018 of the respective member of the Management Board will be invested in shares of the Company or converted into Share Based Awards, which can be sold or exercised, respectively, at the earliest after a period of three years. This calculation is based on the simplified assumption of a personal tax and duty burden of 50% on the payout of the Bonus.

Performance Shares

In addition to the Share Based Award, the members of the Management Board were also granted so-called "Performance Shares" on the basis of the LTIP 2016, as further performance-based component with a long-term incentive effect. The LTIP 2016 was approved in the fiscal year 2016 by the Supervisory Board upon recommendation of the Human Resources Committee and follows on the LTIP 2011, under which, as of the end of 2015, no further stock options may be granted. Performance Shares are virtual compensation instruments not backed by equity. These may provide entitlement to a cash payment depending on the achievement of the performance targets described below and the development of FMC-AG & Co. KGaA's share price. The LTIP 2016 stipulates that the Management Board members may be granted Performance Shares once or twice a year in the years 2016 to 2018. For the members of the Management Board, the Supervisory Board determines, after due consideration and taking into account the responsibilities and performances of the respective members of the Management Board, the so-called "grant value", as the initial amount for each grant to be made to members of the Management Board. This grant value is divided by the applicable fair value of a Performance Share at the grant date, in order to determine the number of Performance Shares to be granted. This number may change over a period of three years depending on the degree to which the performance targets are achieved, both the total loss of all granted Performance Shares as well as a doubling (at most) of that number being possible. The number of Performance Shares after the three-year performance period, resulting from the respective target achievement, is considered as vested four years after the date the respective allocation was made. The above-mentioned number of Performance Shares is then multiplied by the average price of the Company's shares during a thirty-day period prior to the expiration of this vesting period. The resulting amount is paid out in cash to the members of the Management Board for their respective Performance Shares.

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The degree of the total target achievement during the three-year performance period is determined based on the three following performance targets which are derived from the long-term corporate strategy:

•: revenue growth,
•: annual growth of the net income attributable to the shareholders of FMC-AG & Co. KGaA ("net income growth") as well as
•: increase of the return on invested capital (Return on Invested Capital (hereinafter: "ROIC")).

The target corridors and targets are as set out in the table below:

Upon the introduction of the LTIP 2016, the initial ROIC target for the year 2016 was set at 7.3%. On this basis, it increases by 0.2 percentage points each year. Consequently, the ROIC target for 2017 was 7.5% and for 2018 was 7.7% (2018). In subsequent years, it will increase to 7.9% (2019) and 8.1% (2020). For each revenue growth and/or any net income growth and ROIC level within the range of the values presented above, the degree of target achievement is linearly interpolated. If the target achievement in relation to the ROIC target in the third year of an assessment period is higher than or equal to the target achievement in each of the two previous years, the ROIC target achievement for the third year applies to all years of the respective assessment period.

Each of these three performance targets accounts for one-third in the calculation of the yearly target achievement, which is calculated for each year of the three-year performance period. The overall target achievement at the end of the three-year performance period is determined by the arithmetic value of these three average yearly target achievements. The overall target achievement can lie in a corridor between 0% and 200% and in this respect has a maximum limit (target achievement cap).

The number of Performance Shares granted to the Management Board members at the beginning of the performance period is multiplied by the percentage of the overall target achievement in order to determine the final number of Performance Shares that form the basis of the cash compensation under the LTIP 2016 as described above.

Functionality of the LTIP 2016 in principle

In the course of the fiscal year, a total of 632,804 Performance Shares (2017: 614,985) were granted to all eligible participants under the LTIP 2016. This includes 73,315 Performance Shares (2017: 73,746) with a total value of €5,783 THOUS (2017: €5,474 THOUS) which were granted to the members of the Management Board. The relevant fair value of the Performance Shares issued in July of the fiscal year

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amounted on the grant date to €80.55 (2017: €75.12) for grants in euro (applies to Messrs. Dr. Olaf Schermeier and Harry de Wit) and to $ 94.11 (2017: $86.39) for grants in U.S. dollars (applies to Messrs. Rice Powell, Michael Brosnan, William Valle and Kent Wanzek). Dr. Katarzyna Mazur-Hofsäß (member of the Management Board since September 1, 2018) was granted Performance Shares in December of the fiscal year whose fair value on the grant date was €69.05. At the end of the fiscal year, the Management Board members being in office on December 31, 2018 held a total of 204,693 Performance Shares (2017: 150,993).

For the fiscal year, the value of the share-based compensation with cash settlement granted to the members of the Management Board in each case, is shown respectively compared to the previous year, in the following table:

Long-Term Incentive Components

in € THOUS
	Share-based compensation with cash settlement ⁽¹⁾
	2018		2017 ⁽²⁾
Members of the Management Board serving as of December 31, 2018
Rice Powell		2,391		2,247
Michael Brosnan		1,307		1,290
Dr. Katarzyna Mazur-Hofsäß ⁽³⁾		858		—
Dr. Olaf Schermeier		1,081		1,039
William Valle		1,402		1,265
Kent Wanzek		1,084		1,060
Harry de Wit		1,074		1,033
Former members of the Management Board who resigned during the fiscal year 2017 ⁽⁴⁾
Ronald Kuerbitz		—		—
Dominik Wehner		—		960

Total:		9,197		8,894

(1): This includes Performance Shares pursuant to the LTIP 2016 as well as Share Based Awards granted to the Management Board members during the fiscal year. The share-based compensation amounts are based on the fair value on the grant date.
(2): Please note for purposes of comparison between the amounts indicated and those of the fiscal year that the compensation is subject to foreign exchange rate fluctuations depending on whether it is contractually denominated in euro (Dr. Katarzyna Mazur-Hofsäß as well as Messrs. Dr. Olaf Schermeier and Harry de Wit) or U.S. dollar (Messrs. Rice Powell, Michael Brosnan, William Valle and Kent Wanzek).
(3): Please note for purposes of comparison of the amounts indicated for the fiscal year that Dr. Katarzyna Mazur-Hofsäß has been appointed as a member of the Management Board only with effect as of September 1, 2018 and Mr. William Valle with effect as of February 17, 2017 and, therefore, they have received compensation payments to be set out herein only in each case as of such date.
(4): Mr. Dominik Wehner resigned from the Management Board with effect as of the end of December 31, 2017 and Mr. Ronald Kuerbitz with effect as of February 17, 2017.

The Supervisory Board has agreed on a limitation option for the component with a long-term incentive effect in the event of extraordinary developments.

The components with long-term incentive effect entitle to a cash payment or can be exercised only after the expiration of the predefined waiting and/or vesting periods. Their value is distributed over the waiting periods and is proportionally accounted for as an expense in the respective fiscal year.

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The expenses pertaining to components with long-term incentive effects for the fiscal year and for the previous year are set out in the following table:

Expenses for Long-Term Incentive Components

in € THOUS
	Stock Options					Share-based compensation with cash settlement ⁽¹⁾					Share-based compensation
	2018		2017			2018		2017			2018		2017
Members of the Management Board serving as of December 31, 2018
Rice Powell		659		957			391		1,960			1,050		2,917
Michael Brosnan		330		174			245		639			575		813
Dr. Katarzyna Mazur-Hofsäß ⁽²⁾		—		—			9		—			9		—
Dr. Olaf Schermeier		236		385			229		1,058			465		1,443
William Valle ⁽²⁾		—		—			114		121			114		121
Kent Wanzek		295		398			128		1,131			423		1,529
Harry de Wit		—		—			222		596			222		596
Former members of the Management Board who resigned during the fiscal year 2017
Ronald Kuerbitz ⁽³⁾		—		(438	)		—		(852	)		—		(1,290	)
Dominik Wehner ⁽⁴⁾		—		718			—		3,965			—		4,683

Total:		1,520		2,194			1,338		8,618			2,858		10,812

(1): This includes expenses for Performance Shares under the LTIP 2016, expenses for phantom stock under the LTIP 2011 and expenses for the Share Based Award.
(2): Please note for purposes of comparison of the amounts indicated for the fiscal year that Dr. Katarzyna Mazur-Hofsäß has been appointed as a member of the Management Board only with effect as of September 1, 2018 and Mr. William Valle with effect as of February 17, 2017 and, therefore, they have received compensation payments to be set out herein only in each case as of such date.
(3): Mr. Ronald Kuerbitz resigned from the Management Board with effect as of February 17, 2017. Following Mr. Ronald Kuerbitz's resignation from the Management Board, no further expenses arose. The negative amounts result from the cancelation, without substitution, of all Share Based Awards granted and not vested by February 17, 2017, all multi-year variable compensation components granted under the LTIP 2011 not vested by February 17, 2017 pursuant to the conditions of the LTIP 2011, and all Performance Shares granted under the LTIP 2016.
(4): Mr. Dominik Wehner resigned from the Management Board with effect as of the end of December 31, 2017. The expenses for long-term incentive components result from the compensation components granted to Mr. Dominik Wehner under the LTIP 2011, the LTIP 2016 and the Share Based Award which are payable or can be exercised, as the case may be, by the relevant regular vesting date pursuant to the applicable conditions.

Focus on sustainable corporate development

The compensation of the Management Board is designed to promote sustainable corporate development. This is ensured, among other things, by the fact that the portion of the long-term compensation is always greater than the portion of short-term compensation. To the extent the portion of the performance-based components with long-term incentive effects (i.e. Performance Shares and Share Based Award) does not reach 50% of the sum of all variable compensation components for the respective fiscal year, it has been contractually provided that the one-year variable compensation is reduced accordingly and the Share Based Award is increased correspondingly.

In addition, on the basis of the LTIP 2016 plan conditions and in accordance with the employment contracts concluded with individual members of the Management Board as from January 1, 2018, the Company is entitled to reclaim already earned and paid compensation components (claw back). Such right to reclaim exists in particular in case of relevant violations of internal guidelines or undutiful conduct.

Stock options and phantom stock

Until the end of the fiscal year 2015 grants under the LTIP 2011, which consisted of the Stock Option Plan 2011 and the Phantom Stock Plan 2011, constituted an essential component of the compensation system for the members of the Management Board. As of the end of the fiscal year 2015 grants under the LTIP 2011 are no longer possible. However, the members of the Management Board may exercise stock options

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or phantom stock which have already been granted, taking into consideration the blackout periods applicable to the exercise of such instruments, the achievement of defined performance targets as well as, subject to deviating stipulations in the individual case, the continuation of the service and/or employment relationship.

Under the LTIP 2011, a combination of stock options and phantom stock awards was granted to the participants. The number of stock options and phantom stock awards to be granted to the members of the Management Board was determined by the Supervisory Board in its reasonable discretion. In principle, all members of the Management Board were entitled to receive the same total number of stock options and phantom stock awards, whereas the Chairman of the Management Board was entitled to receive double the granted quantity. At the time of the grant, the members of the Management Board were entitled to choose a ratio based on the value of the stock options vs. the value of phantom stock awards in a range between 75:25 and 50:50.

Stock options may be exercised within four years and phantom stock awards within one year after the expiration of the waiting period. For Management Board members who are U.S. taxpayers specific conditions apply with respect to the exercise period of phantom stock awards.

The success target for stock options and phantom stock is achieved in each case if, during the waiting period, either the adjusted basic income per share increases by at least 8% per annum in comparison to the previous year in each case or – if this is not the case – the compounded annual growth rate of the adjusted basic income per share during the four years of the waiting period reflects an increase of at least 8% per annum. The success target for phantom stock granted in the fiscal year 2015 is also achieved if under the global efficiency program an amount of $200 M has been saved until the end of the fiscal year 2015 and, until the end of the fiscal years 2016 to 2018, an amount of $300 M has been saved, each in comparison to January 1, 2013, and the respective success target for fiscal years 2015 to 2018 – each as expected and communicated – has been achieved and confirmed by the auditor. If with regard to any reference period or more than one of the four reference periods the respectively governing success target is not achieved, the stock options and phantom stock awards are cancelled to such proportion to which the success target was not achieved, i.e. by 25%, by 50%, by 75% or completely.

At the end of the fiscal year the members of the Management Board held a total of 602,389 stock options originating from the Stock Option Plan 2011. By the end of the previous fiscal year, the members of the Management Board held a total of 819,491 stock options originating from the Stock Option Plan 2011. For details regarding the conditional capital used to secure the Stock Option Plan 2011, please see section "Conditional Capital" of the notes to the annual financial statements and consolidated financial statements of the Company. Moreover, the Management Board members held, by the end of the fiscal year, a total of 54,711 phantom stock (2017: 73,432) pursuant to the Phantom Stock Plan 2011.

The development and status of stock options in the fiscal year of the members of the Management Board serving at December 31 of the fiscal year are shown in more detail in the following table:

	Development and Status of the Stock Options

	Rice Powell		Michael Brosnan		Dr. Katarzyna Mazur-Hofsäß		Dr. Olaf Schermeier		William Valle		Kent Wanzek		Harry de Wit		Total:
Options outstanding January 1, 2018
Number		284,793		149,400		—		96,488		60,000		131,970		—		722,651
Weighted average exercise price in €		64.73		64.23		—		63.88		64.16		65.10		—		64.53
Options exercised during the fiscal year
Number		28,012		—		—		—		30,000		62,250		—		120,262
Weighted average exercise price in €		52.48		—		—		—		51.33		51.77		—		51.83
Weighted average share price in €		90.53		—		—		—		88.74		84.21		—		86.81
Options outstanding December 31, 2018
Number		256,781		149,400		—		96,488		30,000		69,720		—		602,389
Weighted average exercise price in €		66.06		64.23		—		63.88		76.99		76.99		—		67.07
Weighted average remaining contractual life in years		3.97		3.51		—		3.99		4.57		4.57		—		3.96
Range of exercise prices in €		49.76 - 76.99		49.76 - 76.99		—		49.76 - 76.99		76.99		76.99		—		49.76 - 76.99
Options exercisable December 31, 2018
Number		107,381		74,700		—		46,688		—		—		—		228,769
Weighted average exercise price in €		50.86		51.47		—		49.90		—		—		—		50.86

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III. Total Compensation

The amount of the total compensation of the Management Board for the fiscal year and for the previous year is as shown in the following table:

Total Compensation

in € THOUS
	Cash compensation (without long-term incentive components)				Components with long-term incentive effect				Total compensation (including long-term incentive components)
	2018		2017 ⁽¹⁾		2018		2017 ⁽¹⁾		2018		2017 ⁽¹⁾
Members of the Management Board serving as of December 31, 2018
Rice Powell		3,841		3,687		2,391		2,247		6,232		5,934
Michael Brosnan		2,076		2,184		1,307		1,290		3,383		3,474
Dr. Katarzyna Mazur-Hofsäß ⁽²⁾		1,447		—		858		—		2,305		—
Dr. Olaf Schermeier		1,591		1,594		1,081		1,039		2,672		2,633
William Valle ⁽²⁾		2,517		2,100		1,402		1,265		3,919		3,365
Kent Wanzek		1,752		1,745		1,084		1,060		2,836		2,805
Harry de Wit		1,745		1,751		1,074		1,033		2,819		2,784
Former members of the Management Board who resigned during the fiscal year 2017 ⁽³⁾
Ronald Kuerbitz		—		152		—		—		—		152
Dominik Wehner		—		1,195		—		960		—		2,155

Total:		14,969		14,408		9,197		8,894		24,166		23,302

(1): Please note for purposes of comparison between the amounts indicated and those of the fiscal year that the compensation is subject to foreign exchange rate fluctuations depending on whether it is contractually denominated in euro (Dr. Katarzyna Mazur-Hofsäß as well as Messrs. Dr. Olaf Schermeier and Harry de Wit) or U.S. dollar (Messrs. Rice Powell, Michael Brosnan, William Valle and Kent Wanzek).
(2): Please note for purposes of comparison of the amounts indicated for the fiscal year that Dr. Katarzyna Mazur-Hofsäß has been appointed as a member of the Management Board only with effect as of September 1, 2018 and Mr. William Valle with effect as of February 17, 2017 and, therefore, they have received compensation payments to be set out herein only in each case as of such date.
(3): Mr. Dominik Wehner resigned from the Management Board with effect as of the end of December 31, 2017 and Mr. Ronald Kuerbitz with effect as of February 17, 2017.

IV. Commitments to members of the Management Board for the event of termination of their appointment

The following pension commitments and other benefits are also part of the compensation system for the members of the Management Board: Individual contractual pension commitments for the Management Board members Messrs. Rice Powell, Michael Brosnan, Dr. Olaf Schermeier and Mr. Kent Wanzek have been granted by Fresenius Medical Care Management AG. In addition, pension commitments from the participation in employee pension schemes of other Fresenius Medical Care companies exist for individual members of the Management Board.

Each of the pension commitments by Fresenius Medical Care Management AG provides for a pension and survivor benefit as of the time of conclusively ending active work, at age 65 at the earliest or upon occurrence of disability or incapacity to work ( Berufs- oder Erwerbsunfähigkeit ) or of reduction of earning capacity ( Erwerbsminderung ), calculated by reference to the amount of the recipient's most recent base salary. In deviation from this, individual members of the Management Board (Messrs. Rice Powell and Kent Wanzek) have this entitlement already upon reaching the age of the 63 if they have been members of the Management Board of Fresenius Medical Care Management AG for at least ten years at the time of their final retirement from active employment (early retirement); in this case, the benefits are reduced by 0.5% per calendar month that the member leaves active employment before reaching the age of 65.

The retirement pension will be based on 30% of the last base salary and will increase for each complete year of service by 1.5 percentage points up to a maximum of 45%. Current pensions increase according to legal requirements (Sec. 16 of the German Act to improve company pension plans, "BetrAVG"). 30% of the gross amount of any post-retirement income from an activity of the Management Board member is

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offset against the pension obligation. Any amounts to which the Management Board members or their surviving dependents, respectively, are entitled to from other company pension rights of the Management Board member, even from service agreements with other companies, are also to be set off. If a Management Board member dies, the surviving spouse receives a pension amounting to 60% of the resulting pension claim at that time. Furthermore, the deceased Management Board member's own legitimate children ( leibliche eheliche Kinder ) receive an orphan's pension amounting to 20% of the resulting pension claim at that time, until the completion of their education or they reach 25 years of age, at the latest. All orphans' pensions and the spousal pension together reach a maximum of 90% of the Management Board member's pension, however. If a Management Board member leaves the Management Board of Fresenius Medical Care Management AG before reaching the age of 65, the rights to the aforementioned benefits remain, although the pension to be paid is reduced – unless the Management Board member is leaving because of the occurrence of an event insured against (occupational disability, incapacity to work, pension payments to surviving dependents in case of death or, if applicable, early retirement) – in proportion to the ratio of the actual years of service as a Management Board member to the potential years of service until reaching the age of 65.

Based on individual contractual commitments, the members of the Management Board Messrs. Rice Powell, Michael Brosnan, William Valle and Kent Wanzek additionally participated in the U.S.-based 401(k) savings plan in the fiscal year; in this regard, contributions in the amount of $8,250 (2017: $8,100) were earned in the fiscal year in each case and allocated in January 2019 to the Management Board members mentioned above. This plan generally allows employees in the U.S. to invest a limited portion of their gross salaries in retirement pension programs. The Company supports its employees at this with contributions of up to 50% of the yearly made payments.

Furthermore, the members of the Management Board Messrs. Rice Powell and Michael Brosnan have acquired non-forfeitable benefits from participation in employee pension plans of Fresenius Medical Care North America, which provide payment of pensions as of the age of 65 and the payment of reduced benefits as of the age of 55. In March 2002, the rights to receive benefits from the pension plans were frozen at the level then applicable.

Based on an individual contractual commitment, the member of the Management Board Mr. Harry de Wit additionally participated in the Hong Kong-based "Mandatory Provident Fund Scheme" in the fiscal year. In this regard, contributions in the amount of 18,000 HKD (2017: 18,000 HKD) as per statutory requirement were made to the Trustee for Mr. de Wit in the fiscal year. This scheme requires employees to contribute a limited portion of their relevant income as per statutory requirements.

Additions to pension provisions in the fiscal year for Management Board members serving as of December 31 of the fiscal year amounted to €5,071 THOUS (2017: €212 THOUS). The pension commitments are shown in the following table:

Development and Status of Pension Commitments

in € THOUS
	As of January 1, 2018		Increase		As of December 31, 2018
Rice Powell		10,004		2,936		12,940
Michael Brosnan		5,653		1,381		7,034
Dr. Katarzyna Mazur-Hofsäß		—		—		—
Dr. Olaf Schermeier		764		210		974
William Valle		—		—		—
Kent Wanzek		3,043		544		3,587
Harry de Wit		—		—		—

Total:		19,464		5,071		24,535

A post-employment non-competition covenant was agreed upon with all Management Board members. If such covenant becomes applicable, the Management Board members receive compensation amounting to half of their respective annual base salary for each year of respective application of the non-competition covenant, up to a maximum of two years. The employment contracts of the Management Board members contain no express provisions that are triggered by a change of control.

The new or extended employment contracts concluded with individual members of the Management Board with effect from January 1, 2018 provide for a severance payment cap. Under this cap, payments in

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connection with the early termination of a Management Board activity in the event of dismissal for cause ( Abberufung aus wichtigem Grund ) may not exceed the value of two years' compensation and may not compensate more than the remaining term of the contract. For the calculation of the relevant annual compensation, only the non-performance-based compensation components are applied. If there is good cause for the termination of the employment contract, no severance payments are made.

V. Miscellaneous

All members of the Management Board have received individual contractual commitments for the continuation of their compensation in cases of sickness for a maximum of twelve months, although after six months of sick leave, insurance benefits may be set off against such payments. If a Management Board member dies, the surviving dependents will be paid three more monthly instalments after the month of death, not to exceed, however, the amount due between the time of death and the scheduled expiration of the respective employment contract.

Mr. Dominik Wehner was a member of the Management Board until the end of December 31, 2017. In his termination agreement, it was agreed with respect to the compensation components he is entitled to by contract for the period from January 1, 2018 to March 31, 2022 that he will annually receive a base salary of €425 THOUS and an amount of 30% of his base salary. In addition, Mr. Dominik Wehner is entitled to fringe benefits such as the private use of his company car, contributions to financial planning, insurance benefits and contributions to pension and health insurance in a total amount of approximately €38 THOUS p.a. The compensation components granted to Mr. Dominik Wehner under the LTIP 2011, the LTIP 2016 and the Share Based Award are payable or can be exercised, as the case may be, by the relevant regular vesting date pursuant to the applicable conditions. Except for the Share Based Award for 2017, Mr. Dominik Wehner is no longer eligible to be granted any components with long-term incentive effects as of the fiscal year 2018. As of the completion of the age of 65, Mr. Dominik Wehner will receive a Company-funded retirement pension in accordance with the individual contractual pension commitment by Fresenius Medical Care Management AG, as described before.

In the fiscal year, Mr. Ronald Kuerbitz, who was a member of the Management Board until February 17, 2017, was granted no base salary (2017: €109 THOUS) and no fringe benefits (2017: €43 THOUS) and no one-year or multi-year variable compensation components (2017: €0 THOUS). Since February 17, 2017 and for a maximum period of two years, Mr. Ronald Kuerbitz receives annual non-compete compensation of €515 THOUS (2017: €538 THOUS) for the post-employment non-compete obligation agreed with him. In addition, Mr. Ronald Kuerbitz received one-off compensation of €852 THOUS in the fiscal year 2017 which had been agreed with him in the context of his resignation from the Management Board of the General Partner. The payment of this compensation was linked to the successful completion of various projects, part of which had not yet been completed as at the time of the agreement, and thus ensured Mr. Ronald Kuerbitz's involvement even after his resignation from the Management Board. It was also agreed with him that, after the end of his service agreement, he would act as an advisor to National Medical Care, Inc. as of August 14, 2017 until the end of August 13, 2018. The consideration to be granted for such services (including reimbursement of expenses) amounts to €212 THOUS (2017: €55 THOUS) for the fiscal year. As of the completion of the age of 65, Mr. Ronald Kuerbitz will receive a Company-funded retirement pension of €124 THOUS per year.

Mr. Roberto Fusté, who was a member of the Management Board until March 31, 2016, received pension payments in the amount of approximately €261 THOUS (2017: €239 THOUS) in the fiscal year. On the occasion of the termination of his service agreement with effect as of December 31, 2016 as a member of the Management Board, it was agreed with Mr. Roberto Fusté that he would be subject to a post-employment non-compete obligation lasting until the end of December 31, 2018 and that he would act as an advisor to the Chairman of the Management Board. For this, he received non-compete compensation of €377 THOUS (2017: €377 THOUS) and an advisory fee in the amount of €377 THOUS (2017: €377 THOUS) in the fiscal year.

Prof. Emanuele Gatti, who was a member of the Management Board until March 31, 2014, received pension payments in the amount of €338 THOUS (2017: €338 THOUS). On the occasion of the termination of his service agreement as a member of the Management Board effective as of April 30, 2015, a two-year post-employment non-compete obligation was agreed upon with Prof. Emanuele Gatti. As compensation for this, Prof. Emanuele Gatti received annual non-compete compensation in the amount of €488 THOUS. In the fiscal year Prof. Gatti received no non-compete compensation (2017: €163 THOUS) as the non-compete obligation already expired in the course of the previous year.

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A consulting agreement was entered into with Dr. Rainer Runte, who was a member of the Management Board until March 31, 2014, with effect since March 1, 2017 the term of which meanwhile was extended until December 31, 2018. By this consulting agreement, Dr. Rainer Runte provided consulting services on certain fields. The consideration (including the reimbursement of expenses) to be granted by Fresenius Medical Care Management AG for such services amounts to €226 THOUS for the fiscal year (2017: €165 THOUS).

Instead of a pension provision, a consulting agreement was entered into with Dr. Ben Lipps, the Chairman of the Management Board until December 31, 2012, for the period January 1, 2013 to December 31, 2021. By this consulting agreement, Dr. Ben Lipps will provide consulting services on certain fields and within a specified time frame and he will be subject to a non-compete covenant. The consideration to be granted by Fresenius Medical Care Management AG for such services (including reimbursement of expenses) amounts for the fiscal year to €522 THOUS (2017: €580 THOUS). The present value of this agreement (including pension payments for the surviving spouse in case of death) amounts to €1,586 THOUS (2016: €1,996 THOUS) as at December 31 of the fiscal year.

In the fiscal year, no loans or advance payments for future compensation components were made to the members of the Management Board of Fresenius Medical Care Management AG.

The payments to U.S. Management Board members Mr. Rice Powell, Mr. Michael Brosnan and Mr. Kent Wanzek were paid in part in the U.S. (in U.S. dollar) and in part in Germany (in euro). For the part paid in Germany, the Company has agreed that due to varying tax rates in both countries, the increased tax burden to such Management Board members arising from German tax rates in comparison to U.S. tax rates will be balanced (net compensation). Pursuant to a modified net compensation agreement, these Management Board members will be treated as if they were taxed in their home country, the United States, only. Therefore, the gross amounts may be retroactively changed. Since the actual tax burden can only be calculated in connection with the preparation of the Management Board members' tax returns, subsequent adjustments may have to be made, which will then be retroactively covered in future compensation reports.

To the extent permitted by law, Fresenius Medical Care Management AG undertook to indemnify the members of the Management Board from claims against them arising out of their work for the Company and its affiliates, to the extent such claims exceed their liability under German law. To secure such obligations, a Directors & Officers liability insurance exists with a deductible that corresponds to the specifications according to the German Stock Corporation Act.

Former members of the Management Board did not receive any compensation in the fiscal year other than mentioned herein. As of December 31 of the fiscal year, pension obligations towards this group of persons exist in an amount of €25,163 THOUS (2017: €21,930 THOUS).

VI. Adjustments to the compensation system for the Management Board

The compensation system for the Management Board of the General Partner shall be adjusted. It is intended to submit the adjusted compensation system to the general meeting of the Company.

VII. Tables of the value of benefits granted and received

The German Corporate Governance Code provides that the compensation report shall include information for each member of the Management Board on the benefits granted and received as well as on the pension expenses for the fiscal year. The model tables provided in the appendix to the German Corporate Governance Code shall be used to present this information. The following tables include

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information on the value of benefits granted and received. They adhere to the structure and, to the greatest extent possible, the standards of the model tables of the German Corporate Governance Code:

Benefits granted to serving members of the Management Board as of December 31, 2018

in € THOUS
	Rice Powell								Michael Brosnan
	Chairman of the Management Board Member of the Management Board since December 21, 2005 ⁽¹⁾								Chief Financial Officer Member of the Management Board since January 1, 2010
	2018		2018		2018		2017 ⁽²⁾		2018		2018		2018		2017 ⁽²⁾
			Minimum		Maximum						Minimum		Maximum
Base salary		1,270		1,270		1,270		1,217		720		720		720		735
Fringe benefits		195		195		195		173		56		56		56		134

Total non-performance-based compensation		1,465		1,465		1,465		1,390		776		776		776		869

One-year variable compensation		2,096		191		2,515		2,008		1,188		108		1,425		1,212

Multi-year variable compensation / components with long-term incentive effects		2,390		—		n.a.		2,247		1,307		—		n.a.		1,289

thereof Share Based Award – New Incentive Bonus Plan 2010
3-year term / 3-year vesting period		977		—		n.a.		916		600		—		n.a.		624
thereof Performance Shares – LTIP 2016
4-year term / 4-year vesting period		1,413		—		n.a.		1,331		707		—		n.a.		665

Total non-performance-based compensation and performance-based compensation		5,951		1,656		n.a.		5,645		3,271		884		n.a.		3,370

Pension expense		674		674		674		773		667		667		667		694

Value of benefits granted		6,625		2,330		n.a.		6,418		3,938		1,551		n.a.		4,064

	Dr. Katarzyna Mazur-Hofsäß								Dr. Olaf Schermeier

	Member of the Management Board for EMEA Member of the Management Board since September 1, 2018								Member of the Management Board for Global Research and Development Member of the Management Board since March 1, 2013
	2018		2018		2018		2017 ⁽²⁾		2018		2018		2018		2017 ⁽²⁾
			Minimum		Maximum						Minimum		Maximum
Base salary		233		233		233		—		490		490		490		490
Fringe benefits		844		844		844		—		131		131		131		134

Total non-performance-based compensation		1,077		1,077		1,077		—		621		621		621		624

One-year variable compensation		386		105		463		—		809		74		970		809

Multi-year variable compensation / components with long-term incentive effects		857		—		n.a.		—		1,080		—		n.a.		1,039

thereof Share Based Award – New Incentive Bonus Plan 2010
3-year term / 3-year vesting period		123		—		n.a.		—		323		—		n.a.		323
thereof Performance Shares – LTIP 2016
4-year term / 4-year vesting period		734		—		n.a.		—		757		—		n.a.		716

Total non-performance-based compensation and performance-based compensation		2,320		1,182		n.a.		—		2,510		695		n.a.		2,472

Pension expense		—		—		—		—		189		189		189		204

Value of benefits granted		2,320		1,182		n.a.		—		2,699		884		n.a.		2,676

(1): The indicated date refers to the appointment as a member of the Management Board of the General Partner.
(2): Please note for purposes of comparison between the amounts indicated and those of the fiscal year that the compensation is subject to foreign exchange rate fluctuations depending on whether it is contractually denominated in euro (Dr. Katarzyna Mazur-Hofsäß as well as Messrs. Dr. Olaf Schermeier and Harry de Wit) or U.S. dollar (Messrs. Rice Powell, Michael Brosnan, William Valle and Kent Wanzek).

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Benefits granted to serving members of the Management Board as of December 31, 2018

in € THOUS
	William Valle								Kent Wanzek
	Member of the Management Board for North America Member of the Management Board since February 17, 2017								Member of the Management Board for Global Manufacturing & Quality Member of the Management Board since January 1, 2010
	2018		2018		2018		2017 ⁽¹⁾		2018		2018		2018		2017 ⁽¹⁾
			Minimum		Maximum						Minimum		Maximum
Base salary		792		792		792		721		550		550		550		575
Fringe benefits		330		330		330		88		126		126		126		85

Total non-performance-based compensation		1,122		1,122		1,122		809		676		676		676		660

One-year variable compensation		1,306		119		1,568		1,190		908		83		1,090		949

Multi-year variable compensation / components with long-term incentive effects		1,403		—		n.a.		1,265		1,084		—		n.a.		1,059

thereof Share Based Award – New Incentive Bonus Plan 2010
3-year term / 3-year vesting period		696		—		n.a.		600		377		—		n.a.		394
thereof Performance Shares – LTIP 2016
4-year term / 4-year vesting period		707		—		n.a.		665		707		—		n.a.		665

Total non-performance-based compensation and performance-based compensation		3,831		1,241		n.a.		3,264		2,668		759		n.a.		2,668

Pension expense		—		—		—		—		369		369		369		402

Value of benefits granted		3,831		1,241		n.a.		3,264		3,037		1,128		n.a.		3,070

	Harry de Wit

	Member of the Management Board for Asia-Pacific Member of the Management Board since April 1, 2016
	2018		2018		2018		2017 ⁽¹⁾
			Minimum		Maximum
Base salary		480		480		480		480
Fringe benefits		315		315		315		321

Total non-performance-based compensation		795		795		795		801

One-year variable compensation		792		72		950		792

Multi-year variable compensation / components with long-term incentive effects		1,074		—		n.a.		1,033

thereof Share Based Award – New Incentive Bonus Plan 2010
3-year term / 3-year vesting period		317		—		n.a.		317
thereof Performance Shares – LTIP 2016
4-year term / 4-year vesting period		757		—		n.a.		716

Total non-performance-based compensation and performance-based compensation		2,661		867		n.a.		2,626

Pension expense		—		—		—		—

Value of benefits granted		2,661		867		n.a.		2,626

(1): Please note for purposes of comparison between the amounts indicated and those of the fiscal year that the compensation is subject to foreign exchange rate fluctuations depending on whether it is contractually denominated in euro (Dr. Katarzyna Mazur-Hofsäß as well as Messrs. Dr. Olaf Schermeier and Harry de Wit) or U.S. dollar (Messrs. Rice Powell, Michael Brosnan, William Valle and Kent Wanzek).

Benefits granted to former members of the Management Board who retired in fiscal year 2017 or with end of the fiscal year 2017

in € THOUS
	Ronald Kuerbitz								Dominik Wehner
	Member of the Management Board for North America Member of the Management Board until February 17, 2017								Member of the Management Board for EMEA Member of the Management Board until the end of December 31, 2017
	2018		2018		2018		2017		2018		2018		2018		2017
			Minimum		Maximum						Minimum		Maximum
Base salary		—		—		—		109		—		—		—		425
Fringe benefits		—		—		—		43		—		—		—		38

Total non-performance-based compensation		—		—		—		152		—		—		—		463

One-year variable compensation		—		—		—		1,366		—		—		—		701

Multi-year variable compensation / components with long-term incentive effects		—		—		n.a.		—		—		—		n.a.		960

thereof Share Based Award – New Incentive Bonus Plan 2010
3-year term / 3-year vesting period		—		—		n.a.		—		—		—		n.a.		244
thereof Performance Shares – LTIP 2016
4-year term / 4-year vesting period		—		—		n.a.		—		—		—		n.a.		716

Total non-performance-based compensation and performance-based compensation		—		—		n.a.		1,518		—		—		n.a.		2,124

Pension expense		—		—		—		797		—		—		—		146

Value of benefits granted		—		—		n.a.		2,315		—		—		n.a.		2,270

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Allocations

in € THOUS
	Serving members of the Management Board as of December 31, 2018
	Rice Powell				Michael Brosnan				Dr. Katarzyna Mazur-Hofsäß				Dr. Olaf Schermeier				William Valle					Kent Wanzek				Harry de Wit
	Chairman of the Management Board Member of the Management Board since December 21, 2005 ⁽¹⁾				Chief Financial Officer Member of the Management Board since January 1, 2010				Member of the Management Board for EMEA Member of the Management Board since September 1, 2018				Member of the Management Board for Global Research and Development Member of the Management Board since March 1, 2013				Member of the Management Board for North America Member of the Management Board since February 17, 2017					Member of the Management Board for Global Manufacturing & Quality Member of the Management Board since January 1, 2010				Member of the Management Board for Asia-Pacific Member of the Management Board since April 1, 2016
	2018		2017 ⁽²⁾		2018		2017 ⁽²⁾		2018		2017 ⁽²⁾		2018		2017 ⁽²⁾		2018			2017 ⁽²⁾		2018		2017 ⁽²⁾		2018		2017 ⁽²⁾
Base salary		1,270		1,217		720		735		233		—		490		490		792			721		550		575		480		480
Fringe benefits		195		173		56		134		844		—		131		134		330			88		126		85		315		321

Total non-performance based compensation		1,465		1,390		776		869		1,077		—		621		624		1,122			809		676		660		795		801

One-year variable compensation		2,376		2,297		1,300		1,315		370		—		970		970		1,395			1,291		1,076		1,085		950		950

Multi-year variable compensation / components with long-term incentive effects		2,777		2,787		131		2,288		—		—		277		130		2,693			20		5,401		218		—		—

thereof Share Based Award – New Incentive Bonus Plan 2010
3-year term / 3-year vesting period
Grant 2013		—		205		—		126		—		—		—		72		—			—		—		167		—		—
Grant 2014		131		—		76		—		—		—		55		—		—			—		104		—		—		—
Thereof Stock Option Plan 2006
7-year term / 3-year vesting period
Grant 2010		—		2,506		—		2,111		—		—		—		—		—			—		—		—		—		—
thereof LTIP 2011 – Stock Option Plan 2011
8-year term / 4-year vesting period
Grant 2011		2,536		—		—		—		—		—		—		—		532	⁽³⁾		—		1,573		—		—		—
Grant 2012		—		—		—		—		—		—		—		—		333	⁽³⁾		—		786		—		—		—
Grant 2013		—		—		—		—		—		—		—		—		466	⁽³⁾		—		786		—		—		—
Grant 2014		—		—		—		—		—		—		—		—		1,331	⁽³⁾		—		2,097		—		—		—
thereof LTIP 2011 – Phantom Stock Plan 2011
5-year term / 4-year vesting period
Grant 2012		—		76		—		51		—		—		—		—		—			20		—		51		—		—
Grant 2013		110		—		55		—		—		—		—		58		31			—		55		—		—		—
Grant 2014		—		—		—		—		—		—		222		—		—			—		—		—		—		—
Total		—		—		—		—		—		—		—		—		—			—		—		—		—		—

Total non-performance-based and performance-based compensation		6,618		6,474		2,207		4,472		1,447		—		1,868		1,724		5,210			2,120		7,153		1,963		1,745		1,751

Pension expense		674		773		667		694		0		—		189		204		—			—		369		402		—		—

Allocation		7,292		7,247		2,874		5,166		1,447		—		2,057		1,928		5,210			2,120		7,522		2,365		1,745		1,751

(1): The indicated date refers to the appointment as a member of the Management Board of the General Partner.
(2): Please note for purposes of comparison between the amounts indicated and those of the fiscal year that the compensation is subject to foreign exchange rate fluctuations depending on whether it is contractually denominated in euro (Dr. Katarzyna Mazur-Hofsäß as well as Messrs. Dr. Olaf Schermeier and Harry de Wit) or U.S. dollar (Messrs. Rice Powell, Michael Brosnan, William Valle and Kent Wanzek).
(3): The indicated amounts are allocations from multi-year variable compensation which have been granted to the member of the Management Board William Valle prior to his appointment to the Management Board: LTIP 2011 – Phantom Stock Plan 2011 – Grant 2011 – fair value at grant €81, LTIP 2011 – Phantom Stock Plan 2011 – Grant 2012 – fair value at grant €48, LTIP 2011 – Phantom Stock Plan 2011 – Grant 2013 – fair value at grant €47, LTIP 2011 – Phantom Stock Plan 2011 – Grant 2014 – fair value at grant €135.

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Compensation of the Supervisory Board

The compensation of the FMC-AG & Co. KGaA Supervisory Board is set out in section 13 of the Articles of Association.

Each Supervisory Board member receives a base salary of $88 THOUS (2017: $88 THOUS) for each full fiscal year, payable in four equal instalments at the end of a calendar quarter. The Chairman of the Supervisory Board receives additional compensation of $88 THOUS (2017: $88 THOUS) and the Vice Chairman receives additional compensation of $44 THOUS (2017: $44 THOUS) per respective full fiscal year.

In addition, each member of the Supervisory Board receives as a variable performance-based compensation component (hereinafter also: "performance-based compensation") an additional remuneration which is based upon the respective average growth in basic earnings per share of the Company (EPS) during the period of the last three fiscal years prior to the payment date (3-year average EPS growth). The amount of the performance-based compensation is $60 THOUS in case of achieving a 3-year average EPS growth corridor from 8.00 to 8.99%, $70 THOUS in the corridor from 9.00 to 9.99% and $80 THOUS in case of a 3-year average EPS growth of 10.00% or more. If the aforementioned targets are reached, the respective variable remuneration amounts of the performance-based compensation are earned to their full extent, i.e., within these margins there is no pro rata remuneration. In any case, this component is limited to a maximum of $80 THOUS per annum. Reciprocally, the members of the Supervisory Board are entitled to the remuneration component only if the 3-year average EPS growth of at least 8.00% is reached. Provided that the relevant targets have been achieved, the remuneration is, in principle, disbursed on a yearly basis following the approval of the annual financial statements for the respective fiscal year. For the fiscal year 2018, the 3-year average EPS growth for the fiscal years 2016, 2017 and 2018 was relevant.

In application of the principles above, for the fiscal year the entitlement to a payment of performance-based compensation of $641 THOUS was achieved (2017: $587 THOUS).

As a member of a committee, a Supervisory Board member of FMC-AG & Co. KGaA additionally annually receives $44 THOUS (2017: $44 THOUS). A member of a committee who serves as chairman or vice chairman of a committee additionally receives $22 THOUS and $11 THOUS a year, respectively (2017: $22 THOUS and $11 THOUS, respectively), payable in identical instalments at the end of a calendar quarter. For memberships in the Nomination Committee of the Supervisory Board and in the Joint Committee of the Company as well as in the capacity of their respective chairmen and vice chairmen, no separate remuneration shall be granted to the members of the Supervisory Board. In accordance with section 13e para. 3 of the Articles of Association of FMC-AG & Co. KGaA, the members of the Joint Committee are, however, entitled to receive an attendance fee in the amount of $3.5 THOUS.

Should a member of the FMC-AG & Co. KGaA Supervisory Board at the same time be a member of the Supervisory Board of the General Partner Fresenius Medical Care Management AG and receive compensation for his/her work on the Supervisory Board of Fresenius Medical Care Management AG, the compensation for the work as a FMC-AG & Co. KGaA Supervisory Board member shall be reduced by half. The same applies to the additional compensation for the Chairman of the FMC-AG & Co. KGaA Supervisory Board and the Vice Chairman, to the extent that they are at the same time chairman and vice chairman, respectively, of the Supervisory Board of Fresenius Medical Care Management AG. If the vice chairman of the FMC-AG & Co. KGaA Supervisory Board is at the same time chairman of the Supervisory Board at Fresenius Medical Care Management AG, he shall receive no additional compensation for his work as vice chairman of the FMC-AG & Co. KGaA Supervisory Board to this extent.

The compensation of the members of the Supervisory Board of Fresenius Medical Care Management AG and the compensation of the members of its committees were charged to FMC-AG & Co. KGaA in accordance with section 7 para. 3 of the Articles of Association of FMC-AG & Co. KGaA.

The members of the Supervisory Board of FMC-AG & Co. KGaA are to be reimbursed for the expenses incurred in their exercise of their office, which also include the applicable VAT.

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The total compensation of the Supervisory Board of FMC-AG & Co. KGaA, including the amount charged by Fresenius Medical Care Management AG to FMC-AG & Co. KGaA, is stated in the following tables:

Compensation of the Supervisory Board

in € THOUS ⁽¹⁾																	Total amount of non- performance- based compensation
	Base salary for Supervisory Board at FMC Management AG				Base salary for Supervisory Board at FMC-AG & Co. KGaA				Compensation for committee services at FMC Management AG				Compensation for committee services at FMC-AG & Co. KGaA				Total amount of non- performance- based compensation
	2018		2017		2018		2017		2018		2017		2018		2017		2018		2017
Dr. Dieter Schenk ⁽²⁾		44		58		91		58		93		97		—		—		228		213
Stephan Sturm ⁽³⁾		149		156		—		—		65		68		—		—		214		224
Rolf A. Classon ⁽⁴⁾		37		39		41		39		112		117		47		49		237		244
Rachel Empey ⁽⁵⁾		75		26		—		—		—		—		—		—		75		26
William P. Johnston		37		39		37		39		102		107		56		58		232		243
Dr. Gerd Krick ⁽⁶⁾		60		39		42		117		56		58		14		39		172		253
Pascale Witz ⁽⁷⁾		—		—		75		78		—		—		—		—		75		78
Prof. Dr. Gregor Zünd ⁽⁸⁾		—		—		13		—		—		—		—		—		13		—
Deborah Doyle McWhinney ⁽⁹⁾		—		—		62		78		—		—		31		39		93		117

Total		402		357		361		409		428		447		148		185		1,339		1,398

(1): Shown without VAT and withholding tax; translation of U.S. dollar amounts at respective average exchange rates for the respective year.
(2): Please note for purposes of comparison of the amounts indicated for the fiscal year that Dr. Dieter Schenk was appointed at the same time as vice chairman of the Supervisory Board until May 17, 2018 and as chairman of the Supervisory Board of FMC-AG & Co. KGaA since May 17, 2018.
(3): Chairman of the Supervisory Board of FMC Management AG, but not a member of the Supervisory Board of FMC-AG & Co. KGaA; compensation paid by FMC Management AG.
(4): Please note for purposes of comparison of the amounts indicated for the fiscal year that Mr. Rolf A. Classon was appointed at the same time as vice chairman of the Supervisory Board of FMC-AG & Co. KGaA since November 30, 2018.
(5): Member of the Supervisory Board of FMC Management AG, but not a member of the Supervisory Board of FMC-AG & Co. KGaA; compensation paid by FMC Management AG.
(6): Please note for purposes of comparison of the amounts indicated for the fiscal year that Dr. Gerd Krick was appointed as a member of the Supervisory Board of FMC Management AG until May 17, 2018, and, therefore, received compensation payments to be set out herein until this date. Dr. Gerd Krick is a member of the Supervisory Board of FMC Management AG. The compensation was paid out by FMC Management AG.
(7): Member of the Supervisory Board of FMC-AG & Co. KGaA, but not a member of the Supervisory Board of FMC Management AG; compensation paid by FMC-AG & Co. KGaA.
(8): Member of the Supervisory Board of FMC-AG & Co. KGaA, but not a member of the Supervisory Board of FMC Management AG; compensation paid by FMC-AG & Co. KGaA. Please note for purposes of comparison of the amounts indicated for the fiscal year that Prof. Dr. Gregor Zünd was appointed as a member of the Supervisory Board of FMC-AG & Co. KGaA as of October 29, 2018, and, therefore, received compensation payments to be set out herein as of this date.
(9): Former member of the Supervisory Board of FMC-AG & Co. KGaA, but not a member of the Supervisory Board of FMC Management AG; compensation paid out by FMC-AG & Co. KGaA. Please note for purposes of comparison of the amounts indicated for the fiscal year that Mrs. Deborah Doyle McWhinney resigned as a member of the Supervisory Board of FMC-AG & Co. KGaA effective November 1, 2018, and, therefore, received compensation payments to be set out herein until then.

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Compensation of the Supervisory Board

in € THOUS ⁽¹⁾
	Performance- based compensation in FMC Management AG				Performance- based compensation in FMC- AG & Co. KGaA				Performance- based compensation				Total compensation
	2018		2017		2018		2017		2018		2017		2018		2017
Dr. Dieter Schenk ⁽²⁾		34		35		34		35		68		70		296		283
Stephan Sturm ⁽³⁾		68		71		—		—		68		71		282		295
Rolf A. Classon ⁽⁴⁾		34		35		34		35		68		70		305		314
Rachel Empey ⁽⁵⁾		68		24		—		—		68		24		143		50
William P. Johnston		34		35		34		35		68		70		300		313
Dr. Gerd Krick ⁽⁶⁾		42		35		25		35		67		70		239		323
Pascale Witz ⁽⁷⁾		—		—		68		71		68		71		143		149
Prof. Dr. Gregor Zünd ⁽⁸⁾		—		—		12		—		12		—		25		—
Deborah Doyle McWhinney ⁽⁹⁾		—		—		57		71		57		71		150		188

Total		280		235		264		282		544		517		1,883		1,915

(1): Shown without VAT and withholding tax; translation of U.S. dollar amounts at respective average exchange rates for the respective year.
(2): Please note for purposes of comparison of the amounts indicated for the fiscal year that Dr. Dieter Schenk was appointed at the same time as vice chairman of the Supervisory Board until May 17, 2018 and as chairman of the Supervisory Board of FMC-AG & Co. KGaA since May 17, 2018.
(3): Chairman of the Supervisory Board of FMC Management AG, but not a member of the Supervisory Board of FMC-AG & Co. KGaA; compensation paid by FMC Management AG.
(4): Please note for purposes of comparison of the amounts indicated for the fiscal year that Mr. Rolf A. Classon was appointed at the same time as vice chairman of the Supervisory Board of FMC-AG & Co. KGaA since November 30, 2018.
(5): Member of the Supervisory Board of FMC Management AG, but not a member of the Supervisory Board of FMC-AG & Co. KGaA; compensation paid by FMC Management AG.
(6): Please note for purposes of comparison of the amounts indicated for the fiscal year that Dr. Gerd Krick was appointed as a member of the Supervisory Board of FMC Management AG until May 17, 2018, and, therefore, received compensation payments to be set out herein until this date. Dr. Gerd Krick is a member of the Supervisory Board of FMC Management AG. The compensation was paid out by FMC Management AG.
(7): Member of the Supervisory Board of FMC-AG & Co. KGaA, but not a member of the Supervisory Board of FMC Management AG; compensation paid by FMC-AG & Co. KGaA.
(8): Member of the Supervisory Board of FMC-AG & Co. KGaA, but not a member of the Supervisory Board of FMC Management AG; compensation paid by FMC-AG & Co. KGaA. Please note for purposes of comparison of the amounts indicated for the fiscal year that Prof. Dr. Gregor Zünd was appointed as a member of the Supervisory Board of FMC-AG & Co. KGaA as of October 29, 2018, and, therefore, received compensation payments to be set out herein as of this date.
(9): Former member of the Supervisory Board of FMC-AG & Co. KGaA, but not a member of the Supervisory Board of FMC Management AG; compensation paid out by FMC-AG & Co. KGaA. Please note for purposes of comparison of the amounts indicated for the fiscal year that Mrs. Deborah Doyle McWhinney resigned as a member of the Supervisory Board of FMC-AG & Co. KGaA effective November 1, 2018, and, therefore, received compensation payments to be set out herein until then.

C. Board practices

For information relating to the terms of office of the Management Board and the supervisory board of the General Partner, Management AG, and of the Supervisory Board, and the periods in which the members of those bodies have served in office, see Item 6.A, "Directors, senior management and employees – Directors and senior management," above. For information regarding certain compensation payable to certain members of the General Partner's Management Board after termination of employment, see Item 6.B, "Directors, senior management and employees – Compensation – Commitments to members of the Management Board for the event of termination of their employment" above. Determination of the compensation system and of the compensation to be granted to the members of the Management Board is made by the full supervisory board of Management AG. It is assisted in these matters, particularly evaluation and assessment of the compensation of the members of the General Partner's management board, by the Human Resources Committee of the General Partner's supervisory board, the members of which are currently Stephan Sturm (Chairman) Dr. Gerd Krick (Vice Chairman), Rolf A. Classon, William P. Johnston, and Dr. Dieter Schenk.

The Audit and Corporate Governance Committee of the Supervisory Board currently consists of William P. Johnston (Chairman), Rolf A. Classon (Vice Chairman), and Pascale Witz, all of whom are independent directors for purposes of SEC Rule 10A-3 and NYSE Rule 303A.06. The primary function of the Audit and Corporate Governance Committee is to assist FMC-AG & Co. KGaA's Supervisory Board in fulfilling its oversight responsibilities, primarily through:

•: overseeing FMC-AG & Co. KGaA's accounting and financial reporting processes, the performance of the internal audit function and the effectiveness of the internal control systems;

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•: overseeing the independence and performance of FMC-AG & Co. KGaA's outside auditors
•: overseeing the effectiveness of our systems and processes utilized to comply with relevant legal and regulatory standards for global healthcare companies, including adherence to our Code of Ethics and Business Conduct;
•: overseeing the effectiveness of our risk management system;
•: overseeing our corporate governance performance according to the German Corporate Governance Code;
•: providing an avenue of communication among the outside auditors, management and the Supervisory Board;
•: overseeing our relationship with Fresenius SE & Co. KGaA and its affiliates and reviewing the report of our General Partner on relations with related parties and for reporting to the overall Supervisory Board thereon;
•: recommending to the Supervisory Board a candidate as an independent auditor to audit our German statutory financial statements (to be proposed by the Supervisory Board for election by our shareholders at our AGM) and approval of their fees;
•: retaining the services of our independent auditors to audit our consolidated financial statements and approval of their fees; and
•: pre-approval of all audit and non-audit services performed by our independent auditors.

The Audit and Corporate Governance Committee has also been in charge of conducting the internal investigation described in Item 15B, "Management's annual report on internal control over financial reporting."

In 2005, we established a joint committee (the "Joint Committee") ( Gemeinsamer Ausschuss ) of FMC-AG & Co. KGaA consisting of four members, two of which are members of the supervisory board of the General Partner, Management AG, designated by the General Partner, and two of which are members of our Supervisory Board elected by the AGM. The two members from the supervisory board of the General Partner are Dr. Gerd Krick and Stephan Sturm. The two members from our Supervisory Board are Rolf A. Classon and William P. Johnston. The Joint Committee advises on and approves certain extraordinary management measures, including:

•: transactions between us and Fresenius SE and its subsidiaries if considerable importance is attributed to them and the value exceeds 0.25% of our consolidated revenue, and
•: acquisitions and sales of significant participations and parts of companies, the spin-off of significant parts of our business, initial public offerings of significant subsidiaries and similar matters. A matter is "significant" for purposes of this approval requirement if 40% of our consolidated revenues, our consolidated balance sheet total assets or consolidated profits, determined by reference to the arithmetic average of the said amounts shown in our audited consolidated accounts for the previous three fiscal years, are affected by the matter.

Furthermore, a nomination committee prepares candidate proposals for the Supervisory Board and suggests suitable candidates to the Supervisory Board and for its election proposals to the General Meeting. The nomination committee of the Supervisory Board currently consists of Dr. Dieter Schenk (Vice Chairman) and Rolf A. Classon.

The supervisory board of our General Partner, Management AG, is supported by a Regulatory and Reimbursement Assessment Committee, whose members are currently Rolf A. Classon (Chairman), William P. Johnston (Vice Chairman) and Dr. Dieter Schenk. The primary function of this committee is to assist and to represent the supervisory board in fulfilling its responsibilities, primarily through assessing the Company's affairs in the area of its regulatory obligations and reimbursement structures for dialysis services. In the United States, these reimbursement regulations are mandated by the HHS and CMS for dialysis services. Similar regulatory agencies exist country by country in the international regions to address the conditions for payment of dialysis treatments. Furthermore, the supervisory board of Management AG has its own nomination committee, which consists of Stephan Sturm (Chairman), Dr. Gerd Krick and Dr. Dieter Schenk.

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We are exempt from the NYSE rule requiring companies listed on that exchange to maintain compensation committees and nominating committees consisting of independent directors. See Item 16G, "Corporate governance."

D. Employees

At December 31, 2018, we had 112,658 employees (full-time equivalents) as compared to 114,000 at December 31, 2017, and 109,319 at December 31, 2016. The decrease in 2018 was mainly due to the divestiture of Sound which overshadowed the overall growth in our business. The following table shows the number of employees by our major category of activities for the last three fiscal years.



North America
Health care service	54,374	57,098	55,653
Health care products	1,217	1,167	1,139

	55,591	58,265	56,792

Europe/Middle East/ Africa
Health care service	15,895	15,214	14,597
Health care products	3,763	3,689	3,469

	19,658	18,903	18,066

Asia-Pacific
Health care service	8,444	7,910	7,082
Health care products	2,383	2,207	2,039

	10,827	10,117	9,121

Latin America
Health care service	8,255	8,581	8,332
Health care products	1,032	935	869

	9,287	9,516	9,201

Corporate ⁽¹⁾	17,295	17,199	16,139
Total Company	112,658	114,000	109,319

(1): Including the divisions Global Manufacturing and Quality as well as Global Research and Development.

We are members of the Chemical Industry Employers Association for most sites in Germany and we are bound by union agreements negotiated by the employer's association with the respective union representatives. We generally apply the principles of the association and the related union agreements also for those sites and legal entities where we are not members. These collective bargaining agreements cover all so-called "tariff" employees. We are also party to shop agreements on workplace-related issues, negotiated with works councils at individual facilities that relate to those facilities. In addition, approximately 2% of our U.S. employees are covered by collective bargaining agreements. During the last three fiscal years, we have not suffered any protracted labor-related work disruptions.

E. Share ownership

As of December 31, 2018, no member of the supervisory board of our General Partner or the Management Board beneficially owned 1% or more of our outstanding shares. See Item 6.B, "Directors, senior management and employees – Compensation". Additionally, stock option and other share based plans are discussed in detail in note 20 of the notes to our consolidated financial statements included in this report.

Item 7. Major shareholders and related party transactions

A. Major shareholders

Security ownership of certain beneficial owners of Fresenius Medical Care

Our outstanding share capital consists of shares issued only in bearer form. Accordingly, unless we receive information regarding acquisitions of our shares through a filing with the Securities and Exchange Commission or through the German statutory requirements referred to below, or except as described below with respect to our shares held in American Depositary Receipt ("ADR") form, we face difficulties precisely determining who our shareholders are at any specified time or how many shares any particular shareholder owns.

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Since we are a foreign private issuer under the rules of the Securities and Exchange Commission, our directors and officers are not required to report their ownership of our equity securities or their transactions in our equity securities pursuant to Section 16 of the Securities and Exchange Act of 1934. However, persons who become "beneficial owners" of more than 5% of our shares are required to report their beneficial ownership pursuant to Section 13(d) of the Securities and Exchange Act of 1934.

In addition, under Article 19(1) of the Regulation (EU) No.596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (Market Abuse Regulation or "MAR"), persons discharging managerial responsibilities within an issuer of shares, as well as persons closely associated with them, are obliged to notify the issuer and the competent authority, i.e. for the Company as issuer, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or "BaFin"), of every transaction conducted on their own account relating to the shares or debt instruments of the issuer or to derivatives or other financial instruments linked thereto no later than three business days after the date of the transaction. Persons discharging managerial responsibilities, inter alia, include the members of management as well as supervisory boards.

In addition, holders of voting securities of a German company listed on the regulated market (Regulierter Markt) of a German stock exchange or a corresponding trading segment of a stock exchange within the European Union are, under Sections 33, 34 of the German Securities Trading Act (Wertpapierhandelsgesetz or "WpHG"), obligated to notify the company of held or attributed holding whenever such holding reaches, exceeds or falls below certain thresholds, which have been set at 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of a company's outstanding voting rights. Such notification obligations will also apply pursuant to Section 38 of the WpHG to the direct or indirect holder of instruments granting an unconditional right to acquire voting rights when due or providing discretion as to the acquisition of shares or instruments that have a similar economic effect as well as pursuant to Section 39 of the WpHG to the aggregate of held or attributed voting rights and instruments (in each case excluding the 3% threshold). For threshold notifications furnished to us by third parties please see note 17 in the notes to the consolidated financial statements included in this report.

We have been informed that as of February 11, 2019, Fresenius SE owned 94,380,382, 30.75% of our shares. As the sole shareholder of our General Partner, Fresenius SE is barred from voting its shares on certain matters. See Item 16G, "Corporate governance – Supervisory Board." Subject to any applicable statutory limitations, all of our outstanding shares have the same voting rights.

According to a Schedule 13G filed by BlackRock, Inc. on February 4, 2019, the various BlackRock entities named in the Schedule 13G are the beneficial owners of a total of 19,847,628 shares, or 6.4% of our shares.

Bank of New York Mellon, our ADR depositary, informed us, that as of December 31, 2018, 21,185,060 ADSs, each representing one half of a share, were held of record by 2,827 U.S. holders. For more information regarding ADRs and ADSs see Item 10B, "Articles of Association – Description of American depositary receipts."

Security ownership of certain beneficial owners of Fresenius SE

Fresenius SE's share capital consists solely of ordinary shares, issued only in bearer form. Accordingly, Fresenius SE has difficulties precisely determining who its shareholders are at any specified time or how many shares any particular shareholder owns. However, under the WpHG, holders of voting securities of a German company listed on the regulated market ( Regulierter Markt ) of a German stock exchange or a corresponding trading segment of a stock exchange within the European Union are obligated to notify a company of certain levels of holdings, as described above.

The Else Kröner-Fresenius Stiftung is the sole shareholder of Fresenius Management SE, the general partner of Fresenius SE, and has sole power to elect the supervisory board of Fresenius Management SE. In addition, based on the most recent information available, Else Kröner-Fresenius Stiftung owns approximately 26.30% of the Fresenius SE ordinary shares. See Item 7.B, "Related party transactions – Other interests," below.

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B. Related party transactions

In connection with the formation of FMC-AG & Co. KGaA, and the combination of the dialysis businesses of Fresenius SE and W.R. Grace & Co. in 1996, Fresenius SE and its affiliates and FMC-AG & Co. KGaA and its affiliates entered into several agreements for the purpose of giving effect to the Merger and defining our ongoing relationship. Fresenius SE and W.R. Grace & Co. negotiated these agreements. The information below summarizes the material aspects of certain agreements, arrangements and transactions between FMC-AG & Co. KGaA and Fresenius SE, their affiliates and with certain of our equity method investees. For further information, see note 5 of the notes to the consolidated financial statements included in this report. The following descriptions are not complete and are qualified in their entirety by reference to those agreements, which have been filed with the Securities and Exchange Commission and the New York Stock Exchange. We believe that the leases, the supply agreements and the service agreements are no less favorable to us and no more favorable to Fresenius SE than would have been obtained in arm's-length bargaining between independent parties. The trademark and other intellectual property agreements summarized below were negotiated by Fresenius SE and W.R. Grace & Co., and, taken independently, are not necessarily indicative of market terms.

In the discussion below regarding our contractual and other relationships with Fresenius SE:

•: the term "we (or us) and our affiliates" refers only to FMC-AG & Co. KGaA and its subsidiaries; and
•: the term "Fresenius SE and its affiliates" refers only to Fresenius SE and affiliates of Fresenius SE other than FMC-AG & Co. KGaA and its subsidiaries.

Real property leases

For information with respect to our principal properties, see "Item 4.D. Property, plant and equipment." For discussion of related party leases, see Item 6B, "Directors, senior management and employees – Compensation" and note 5 of the notes to the consolidated financial statements included in this report.

Trademarks

Fresenius SE continues to own the name and mark "Fresenius" and its "F" logo. Fresenius SE and Fresenius Medical Care Deutschland GmbH, one of our German subsidiaries (hereinafter referred to as "D-GmbH"), have entered into agreements containing the following provisions. Fresenius SE has granted to D-GmbH, for our benefit and that of our affiliates, an exclusive, worldwide, royalty-free, perpetual license to use "Fresenius Medical Care" in our names, and to use the Fresenius marks, including some combination marks containing the Fresenius name that were used by the worldwide dialysis business of Fresenius SE, and the "Fresenius Medical Care" name as a trade name, in all aspects of the renal business. D-GmbH, for our benefit and that of our affiliates, has also been granted a worldwide, royalty-free, perpetual license:

•: to use the "Fresenius Medical Care" mark in the then current National Medical Care non-renal business if it is used as part of "Fresenius Medical Care" together with one or more descriptive words, such as "Fresenius Medical Care Vascular Care" or "Fresenius Medical Care Physician Services";
•: to use the "F" logo mark in the National Medical Care non-renal business, with the consent of Fresenius SE. That consent will not be unreasonably withheld if the mark using the logo includes one or more additional descriptive words or symbols; and
•: to use "Fresenius Medical Care" as a trade name in the renal business

We and our affiliates have the right to use "Fresenius Medical Care" as a trade name in other medical businesses only with the consent of Fresenius SE. Fresenius SE may not unreasonably withhold its consent. In the U.S. and Canada, Fresenius SE will not use "Fresenius" or the "F" logo as a trademark or service mark, except that it is permitted to use "Fresenius" in combination with one or more additional words such as "Pharma Home Care" as a service mark in connection with its home care business and may use the "F" logo as a service mark with the consent of D-GmbH. D-GmbH will not unreasonably withhold its consent if the service mark includes one or more additional descriptive words or symbols. Similarly, in the U.S. and Canada, Fresenius SE has the right to use "Fresenius" as a trade name, but not as a mark, only in connection with its home care and other medical businesses other than the renal business and only in

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combination with one or more other descriptive words, provided that the name used by Fresenius SE is not confusingly similar to our marks and trade names.

Other intellectual property

Some of the patents, patent applications, inventions, know-how and trade secrets that Fresenius Worldwide Dialysis used prior to our formation were also used by other divisions of Fresenius SE. For Biofine®, the polyvinyl chloride-free packaging material, Fresenius SE has granted to D-GmbH, for our benefit and for the benefit of our affiliates, an exclusive license for the renal business and a non-exclusive license for all other fields except other non-renal medical businesses. D-GmbH and Fresenius SE share equally any royalties from licenses of the Biofine® intellectual property by either D-GmbH or by Fresenius SE to third parties outside the renal business and the other non-renal medical businesses. In addition, Fresenius SE transferred to D-GmbH the other patents, patent applications, inventions, know-how and trade secrets that were used predominantly in Fresenius SE's dialysis business. In certain cases Fresenius Worldwide Dialysis and the other Fresenius SE divisions as a whole each paid a significant part of the development costs for patents, patent applications, inventions, know-how and trade secrets that were used by both prior to the Merger. Where D-GmbH acquired those jointly funded patents, patent applications, inventions, know-how and trade secrets, D-GmbH licensed them back to Fresenius SE exclusively in the other non-renal medical businesses and non-exclusively in all other fields. Where Fresenius SE retained the jointly funded patents, patent applications, inventions, know-how and trade secrets, Fresenius SE licensed them to D-GmbH exclusively in the renal business and non-exclusively in all other fields.

Services agreements and products

For information on our services arrangements and products, please see note 5 of the notes to the consolidated financial statements included in this report.

Financing

For information on our related party financing arrangements, please see note 5 of the notes to the consolidated financial statements included in this report.

Key management personnel

For information on our key management personnel, please see note 5 of the notes to the consolidated financial statements included in this report.

General Partner reimbursement

For information on General Partner reimbursement please see, Item 16G, "Corporate Governance – The Legal Structure of FMC-AG & Co. KGaA" below as well as note 5 of the notes to the consolidated financial statements included in this report.

Item 8. Financial information

The information called for by parts 8.A.1 through 8.A.6 of this item is in the section beginning on Page F-1.

8.A.7. Legal and regulatory matters

The information in note 22 of the notes to consolidated financial statements of this report is incorporated by this reference in response to this item. For information regarding certain tax audits and related claims, see note 4 of the notes to consolidated financial statements.

8.A.8. Dividend policy

We generally pay annual dividends on our shares in amounts that we determine on the basis of FMC-AG & Co. KGaA's prior year's retained earnings ( Bilanzgewinn ) as shown in the statutory unconsolidated financial statements that we prepare under German law on the basis of the accounting principles of the German Commercial Code ( Handelsgesetzbuch or HGB ). The payment of dividends is subject to a resolution of the general meeting of shareholders. Our goal is for the dividend development to be closely aligned with our growth in basic earnings per share, while maintaining dividend continuity.

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The General Partner and our Supervisory Board propose dividends to the AGM and the AGM approves dividends. The dividends are paid in respect of the fiscal year preceding the respective AGM. Since all of our shares are in bearer form, we remit dividends to the depositary bank ( Depotbank ) on behalf of the shareholders.

The table below provides information regarding the annual dividend per share that we paid on our shares. These payments were made in the years shown in the table. They relate to the results of operations in the year preceding the payment.

	2018		2017		2016

Per share amount	€	1.06	€	0.96	€	0.80

For the proposed dividend for 2018 payable in 2019, see Item 5. IV. "Operation and financial review and prospects – Financial position – Net cash provided by (used in) financing activities" and note 31 in our notes to the consolidated financial statements included in this report.

Except as described herein, holders of ADSs will be entitled to receive dividends on the shares represented by the respective ADSs. We will pay any cash dividends payable to such holders to the depositary in euros and, subject to certain exceptions, the depositary will convert the dividends into U.S. dollars and, after deduction of its fees and any taxes, distribute the dividends to ADS holders. See Item 10, "Additional information – Description of American depositary receipts – Share dividends and other distributions." Fluctuations in the exchange rate between the U.S. dollar and the euro will affect the amount of dividends that ADS holders receive. Dividends paid to holders and beneficial holders of the ADSs will be subject to deduction of German withholding tax. You can find a discussion of German withholding tax below in "Item 10.E. Taxation".

Item 9. The offer and listing details

A.4. and C. Information regarding the trading markets for and price history of our stock

Trading markets

The principal trading market for our shares is the Frankfurt Stock Exchange (FWB® Frankfurter Wertpapierbörse). The Ordinary Shares of Fresenius Medical Care AG had been listed on the Frankfurt Stock Exchange since October 2, 1996. Trading in the Ordinary Shares of FMC-AG & Co. KGaA on the Frankfurt Stock Exchange commenced on February 13, 2006.

Our shares have been listed on the Regulated Market ( Regulierter Markt ) of the Frankfurt Stock Exchange and on the Prime Standard of the Regulated Market, which is a sub-segment of the Regulated Market with additional post-admission obligations. Admission to the Prime Standard requires the fulfillment of the following transparency criteria: publication of quarterly reports; preparation of financial statements in accordance with international accounting standards (IFRS or U.S. GAAP); publication of a company calendar; convening of at least one analyst conference per year; and publication of ad-hoc messages (i.e., certain announcements of material developments and events) in English. Companies aiming to be listed in this segment have to apply for admission. Listing in the Prime Standard is a prerequisite for inclusion of shares in the selection indices of the Frankfurt Stock Exchange, such as the DAX®, the index of 30 major German stocks.

ADSs representing the Ordinary Shares of Fresenius Medical Care AG had been listed on the New York Stock Exchange ("NYSE") since October 1, 1996. Trading in the ADSs representing the Ordinary Shares of FMC-AG & Co.,KGaA on the NYSE, under the symbol FMS, commenced in February of 2006. Effective December 3, 2012, we effected a two-for-one split of our outstanding ADSs, which changed the ratio our ADSs to shares from one ADSs representing one share to two ADSs representing one share. The Depositary for the ADSs is Bank of New York Mellon (the "Depositary").

Trading on the Frankfurt Stock Exchange

Deutsche Börse AG operates the Frankfurt Stock Exchange, which is the largest of the six German stock exchanges by value of shares traded. Our shares are traded on Xetra, the electronic trading system of the Deutsche Börse. The trading hours for Xetra are between 9:00 a.m. and 5:30 p.m. Central European Time ("CET"). Only brokers and banks that have been admitted to Xetra by the Frankfurt Stock Exchange have direct access to the system and may trade on it. Private investors can trade on Xetra through their banks and brokers.

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Deutsche Börse AG publishes information for all traded securities on the Internet, http://www.deutsche-boerse.com.

Transactions on Xetra and the Frankfurt Stock Exchange settle on the second business day following the trade except for trades executed on Xetra International Markets, the European Blue Chip segment of Deutsche Börse AG, which settle on the third business day following a trade. The Frankfurt Stock Exchange can suspend a quotation if orderly trading is temporarily endangered or if a suspension is deemed to be necessary to protect the public.

The Hessian Stock Exchange Supervisory Authority (Hessische Börsenaufsicht ) and the Trading Monitoring Unit of the Frankfurt Stock Exchange ( HÜST Handelsüberwachungsstelle ) both monitor trading on the Frankfurt Stock Exchange.

The Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht ), an independent federal authority, is responsible for the general supervision of securities trading pursuant to the provisions of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council ( Market Abuse Regulation or " MAR "), the German Securities Trading Act ( Wertpapierhandelsgesetz or " WpHG ") and other applicable laws.

The table below sets forth for the periods indicated, the high and low closing sales prices in euro for our shares on the Frankfurt Stock Exchange, as reported by the Frankfurt Stock Exchange Xetra system. All shares on German stock exchanges trade in euro.

As of February 11, 2019, the closing price for shares traded on XETRA was €65.72.

Price per share of FME:GR

in €
		High		Low
2019	January		64.36		55.58
2018	December		73.78		56.64
	November		75.62		66.30
	October		91.42		68.92
	September		89.66		85.80
	August		91.24		83.64
2018	Fourth quarter		91.42		56.64
	Third quarter		91.24		82.38
	Second quarter		88.50		80.90
	First quarter		93.00		79.40
2017	Fourth quarter		88.57		80.88
	Third quarter		85.94		76.53
	Second quarter		88.90		77.97
	First quarter		82.20		74.69
2018	Annual		93.00		56.64
2017	Annual		88.90		74.69
2016	Annual		85.65		71.62
2015	Annual		83.13		60.57
2014	Annual		61.85		47.15

Trading on the New York Stock Exchange

As of February 11, 2019, the closing price for the ADSs traded on the NYSE was $36.91 (€32.75).

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The table below sets forth, for the periods indicated, the high and low closing sales prices for the Ordinary ADSs on the NYSE.

Price per share of FMS.US

in $
		High		Low
2019	January		36.74		31.10
2018	December		41.89		31.30
	November		43.17		37.53
	October		52.82		38.92
	September		52.19		50.00
	August		53.37		47.56
2018	Fourth quarter		52.82		31.30
	Third quarter		53.37		47.56
	Second quarter		52.78		49.17
	First quarter		57.51		49.78
2017	Fourth quarter		52.72		47.74
	Third quarter		49.48		44.95
	Second quarter		49.90		41.50
	First quarter		42.74		39.70
2018	Annual		57.51		31.30
2017	Annual		52.72		39.70
2016	Annual		47.43		38.37
2015	Annual		45.72		35.96
2014	Annual		37.63		32.06

Item 10. Additional information

B. Articles of Association

FMC-AG & Co. KGaA is a partnership limited by shares (KGaA or Kommanditgesellschaft auf Aktien ) organized under the laws of Germany. FMC-AG & Co. KGaA is registered with the commercial register of the local court (Amtsgericht) of Hof an der Saale, Germany under HRB 4019. Our registered office (Sitz) is Hof an der Saale, Germany. Our registered business address is Else Kröner-Strasse 1, 61352 Bad Homburg, Germany, telephone +49-6172-609-0.

The following summary of the material provisions of our Articles of Association ( Satzung ) is qualified in its entirety by reference to the complete text of our Articles of Association. An English convenience translation of our Articles of Association has been filed with the Securities and Exchange Commission and can also be found on our website under www.freseniusmedicalcare.com. For a summary of certain other provisions of our Articles of Association relating to management by our General Partner and required ownership of our share capital by the shareholder of our general partner, See Item 16G, "Corporate Governance – The Articles of Association of FMC-AG & Co. KGaA."

Corporate purposes

Under our Articles of Association, our business purposes are:

•: the development, production and distribution of, as well as the trading in, products, systems and procedures in the areas of medical care and health care, including dialysis and associated forms of treatment, as well as the provision of any services in such area;
•: the projecting, planning, establishment, acquisition and operation of health care businesses, including dialysis centers, also in separate enterprises or through third parties as well as the participation in such dialysis centers;
•: the development, production and distribution of other pharmaceutical products and the provision of services in this field;
•: the provision of advice in the medical and pharmaceutical areas as well as scientific information and documentation;
•: the provision of laboratory services for dialysis and non-dialysis patients and homecare medical services.

We conduct our business directly and through subsidiaries within and outside Germany.

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General information regarding our share capital

As of February 11, 2019, our share capital consists of 306,878,701 outstanding bearer shares, excluding treasury we held, without par value ( Stückaktien ) and a nominal value of €1.00 each. Our share capital has been fully paid in.

All shares of FMC-AG & Co. KGaA are in bearer form ( Inhaberaktien ). Our shares are deposited as share certificates in global form ( Sammelurkunden ) with Clearstream Banking AG, Frankfurt am Main, Germany. Shareholders are not entitled to share certificates with respect to their individual shareholdings. All shares of FMC-AG & Co. KGaA are freely transferable, subject to any restrictions imposed by applicable securities laws. Holders of our shares are not liable for capital calls.

General provisions on increasing the capital of stock corporations and partnerships limited by shares

Information on the capital stock, authorized capital, conditional capital and treasury shares is included in note 17 of the notes to the consolidated financial statements included in this report.

Voting rights

Each share entitles the holder thereof to one vote at AGMs of shareholders of FMC-AG & Co. KGaA. Resolutions are passed at annual and extraordinary general meetings of our shareholders by a majority of the votes cast, unless a higher vote is required by law or our Articles of Association. Fresenius SE, as the sole shareholder of our General Partner, is not entitled to vote its own or any other shareholder's shares in the election or removal of members of our Supervisory Board, the approval of the acts of the General Partner and members of the Supervisory Board ( Entlastung ), the appointment of special auditors, the assertion of claims for damages against the General Partner, the waiver of claims for damages and the election of auditors. In the case of resolutions regarding such matters, Fresenius SE's voting rights may not be exercised by any other person. For information regarding the intervals at which members of our Supervisory Board stand for election, see Item 6A, "Directors, senior management and employees – Directors and senior management – The Supervisory Board of FMC-AG & Co. KGaA." The General Partner has a de facto veto over some resolutions adopted by shareholders. See Item 16G – "Corporate governance."

Dividend rights

Under German law, dividends may only be paid from our balance sheet profits ( Bilanzgewinn ) as determined by our unconsolidated annual financial statements as approved by our AGM and by our General Partner. Unlike our consolidated annual financial statements, which are prepared on the basis of IFRS, the unconsolidated annual financial statements referred to above are prepared on the basis of the accounting principles of the German Commercial Code ( Handelsgesetzbuch or HGB ). Since our shares that are entitled to dividend payments are held in a clearing system, the dividends will be distributed in accordance with the rules of the individual clearing system. We will publish notice of the dividends to be paid and the appointment of the paying agent or agents for this purpose in the German Federal Gazette ( Bundesanzeiger ).

In the case of holders of ADRs, the depositary will receive all cash dividends and distributions on all deposited securities and will, as promptly as practicable, distribute the dividends and distributions to the holders of ADRs entitled to the dividend. See "Description of American depositary receipts – Share dividends and Other Distributions."

For the dividend for 2018 payable in 2019 that our General Partner's Management Board will propose to the shareholders at our AGM on May 16, 2019, as well as information regarding dividends paid in prior years, see Item 3A, "Key Information – Selected Financial Data" and Item 5, "IV: Financial position – Net cash provided by (used in) financing activities."

Liquidation rights

We may be dissolved by a resolution of our general meeting of shareholders passed with a majority of at least three quarters of our share capital represented at such general meeting and with the approval of the General Partner. In accordance with the AktG. In such a case, any liquidation proceeds remaining after paying all of our liabilities will be distributed among our shareholders in proportion to the total number of shares held by each shareholder.

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Pre-emption rights

Under the AktG, each shareholder in a stock corporation or partnership limited by shares has a preferential right to subscribe for any issue by that company of shares, debt instruments convertible into shares, e.g. convertible bonds or option bonds, and participating debt instruments, e.g. profit participation rights or participating certificates, in proportion to the number of shares held by that shareholder in the existing share capital of that company. Generally, such pre-emption rights are freely assignable. These rights may also be traded on German stock exchanges within a specified period of time prior to the expiration of the subscription period for the offer. Our general meeting of shareholders may exclude pre-emption rights by passing a resolution with a majority of at least three quarters of our share capital represented at such general meeting of shareholders. In addition, an exclusion of pre-emption rights requires a report by the General Partner justifying the exclusion by explaining why the interest of FMC-AG & Co. KGaA in excluding the pre-emption rights outweighs our shareholders' interests in receiving such rights. However, such justification is in principle not required for any issue of new shares if we increase our share capital against contributions in cash, the amount of the capital increase does not exceed 10% of our existing share capital, and the issue price of the new shares is not significantly lower than the price for the shares quoted on a stock exchange.

Exclusion of minority shareholders

Under the provisions of Sections 327a et seq. of the AktG concerning squeeze-outs, a shareholder who owns 95% of the issued share capital (a "principal shareholder") may request that the general meeting of shareholders of a stock corporation or a partnership limited by shares resolve to transfer the shares of the minority shareholders to the principal shareholder in return for adequate cash compensation. The amount of cash compensation to be paid to the minority shareholders must take account of the issuer's financial condition at the time the resolution is passed. The full value of the issuer, which is usually calculated using the capitalization of earnings method ( Ertragswertmethode ), is decisive for determining the compensation amount.

In addition to the provisions for squeeze-outs of minority shareholders, Sections 319 et seq. of the AktG provide for the integration of stock corporations. In contrast to the squeeze-out of minority shareholders, integration is only possible when the future principal company is a stock corporation with a statutory seat in Germany. A partnership limited by shares cannot be integrated into another company in accordance with Sections 319 et seq. of the AktG.

Annual general meeting

Our AGM must be held within the first eight months of each fiscal year at the location of FMC-AG & Co. KGaA's registered office, or in a German city where a stock exchange is situated or at the location of a registered office of a domestic affiliated company. To attend the AGM and exercise voting rights, shareholders must register for the AGM and prove ownership of shares. The relevant reporting date is the beginning of the 21st day prior to the AGM. The Invitation and Agenda for our AGM that we publish includes information regarding how to comply with these requirements.

Amendments to the Articles of Association

An amendment to our Articles of Association requires both a simple majority of the votes cast and a voting majority of at least 75% of the shares entitled to vote represented at the general meeting of shareholders as well as the approval of the General Partner. The Supervisory Board of FMC-AG & Co. KGaA has been granted the authority to make amendments to the Articles of Association that relate solely to the wording ( Fassungsänderungen ).

Description of American depositary receipts

General

The Bank of New York Mellon, a New York banking corporation, is the depositary for ADSs representing our shares. Each ADS represents an ownership interest in one-half of a share. The deposited shares are deposited with a custodian, as agent of the depositary, under the deposit agreement among ourselves, the depositary and all of the holders and owners of ADSs from time to time (who become bound by the deposit agreement by their acceptance of American Depositary Receipts, or ADRs, evidencing their ADSs). Each ADS also represents any securities, cash or other property deposited with the depositary but

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not distributed by it directly to ADS holders. The ADSs may be evidenced by certificates or may also be uncertificated. If ADSs are issued in uncertificated form, owners holding ADSs in book-entry form will receive periodic statements from the depositary showing their ownership of ADSs. In the case of beneficial holders of ADSs, owners will receive these periodic statements through their brokers.

The depositary's office is located at 101 Barclay Street, New York, NY 10286, U.S.A.

An investor may hold ADSs either directly or indirectly through a broker or other financial institution. Investors who hold ADSs directly, by having ADSs registered in their names on the books of the depositary, are ADS holders. This description assumes an investor holds ADSs directly. Investors who hold ADSs through their brokers or financial institution nominees must rely on the procedures of their brokers or financial institutions to assert the rights of an ADS holder described in this section. Investors should consult with their brokers or financial institutions to find out what those procedures are.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. German law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. The deposit agreement sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summary of the material terms of the deposit agreement. Because it is a summary, it does not contain all the information that may be important to investors. For more complete information, investors should read the entire deposit agreement and the form of ADR which contains the terms of the ADSs. The deposit agreement is also available in electronic form on the website maintained by the SEC, www.sec.gov.

Share dividends and other distributions

We may make different types of distributions with respect to our shares. The depositary has agreed to pay to investors the cash dividends or other distributions it or the custodian receives on the shares or other deposited securities, after deducting its fees and expenses. Investors will receive these distributions in proportion to the number of underlying shares their ADSs represent.

Except as stated below, to the extent the depositary is legally permitted it will deliver distributions to ADS holders in proportion to their interests in the following manner:

•

Cash. The depositary shall convert cash distributions from foreign currency to U.S. dollars if conversion is permissible and can be done on a reasonable basis. The depositary will endeavor to distribute cash in a practicable manner, and may deduct any taxes or other governmental charges required to be withheld, any expenses of converting foreign currency and transferring funds to the United States, and certain other fees and expenses. In addition, before making a distribution the depositary will deduct any taxes withheld. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, investors may lose some or all of the value of the distribution.

•

Shares. If we make a distribution in shares, the depositary may deliver additional ADSs to represent the distributed shares, unless the number of shares represented by our ADSs is adjusted in connection with the distribution. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed to the ADS holders otherwise entitled to receive fractional ADSs. The depositary may withhold any such delivery of ADSs if it has not received satisfactory assurances from us that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of such Act.

•

Rights to receive additional shares. In the case of a distribution of pre-emptive rights to subscribe for shares or other subscription rights, if we provide satisfactory evidence that the depositary may lawfully distribute the rights, the depositary may arrange for ADS holders to instruct the depositary as to the exercise of the rights. However, if we do not furnish the required evidence or if the depositary determines it is not practical to distribute the rights, the depositary may:

•: allow the rights to lapse, in which case ADS holders will receive nothing, or
•: sell the rights if practicable and distribute the net proceeds as cash.

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We have no obligation to file a registration statement under the Securities Act in order to make any rights available to ADS holders.

•

Other Distributions. If we make a distribution of securities or property other than those described above, the depositary may either:

•: distribute the securities or property in any manner it deems fair and equitable;
•: sell the securities or property and distribute any net proceeds in the same way it distributes cash; or
•: hold the distributed property in which case the ADSs will also represent the distributed property.

Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents (fractional cents will be rounded to the nearest whole cent). Registered holders will receive the checks directly, while the distributions for beneficial owners will be first sent to their brokers or other nominees, who will then distribute the cash to the rightful owners.

The depositary may choose any practical method of distribution for any specific ADS holder, including the distribution of foreign currency, securities or property, or it may retain the items, without paying interest on or investing them, on behalf of the ADS holder as deposited securities.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders. The methodology used to determine exchange rates used in currency conversions is available upon request from the depositary. There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, or that any of these transactions can be completed within a specified time period.

Deposit, withdrawal and cancellation

The depositary will deliver ADSs if an investor or his broker deposits shares or evidence of rights to receive shares with the custodian. Shares deposited with the custodian must be accompanied by certain documents, including instruments showing that such shares have been properly transferred or endorsed by the person on whose behalf the deposit is being made.

The custodian will hold all deposited shares for the account of the depositary. ADS holders thus have no direct ownership interest in the shares and only have the rights that are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any additional items are referred to as "deposited securities."

Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will deliver ADSs representing the deposited shares as instructed.

All ADSs issued will, unless specifically requested to the contrary, be delivered through the book-entry settlement system of The Depository Trust Company, also referred to as DTC, or be uncertificated and held through the depositary's book-entry direct registration system ("DRS"), and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in the holder's name. An ADS holder can request that the ADSs not be held through the depositary's DRS and that an ADR in certificated form be issued to evidence those ADSs. ADRs will be delivered at the depositary's principal New York office or any other location that it may designate as its transfer office.

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Profile is a required feature of DRS which allows a participant in DTC, claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS registered holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not verify, determine or otherwise ascertain that the DTC participant claiming to be acting on behalf of an ADS registered holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS registered holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary's reliance on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit agreement, shall not constitute negligence or bad faith on the part of the depositary.

When an investor surrenders ADSs at the depositary's office, the depositary will, upon payment of certain applicable fees, charges and taxes, and upon receipt of proper instructions, deliver the whole number of shares represented by the surrendered ADSs to the account the investor directs within Clearstream Banking AG, the central German clearing firm.

The depositary may restrict the withdrawal of deposited securities only in connection with:

•: temporary delays caused by closing our transfer books or those of the depositary, or the deposit of shares in connection with voting at a general meeting of shareholders', or the payment of dividends,
•: the payment of fees, taxes and similar charges, or
•: compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-release of ADSs

The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying shares. This is called a pre-release of the ADSs. The depositary may also deliver shares upon cancellation of pre-released ADSs (even if the ADSs are cancelled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may release ADSs instead of shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before or at the time of pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer owns the shares of the ADSs to be deposited; (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; (3) the depositary must be able to close out the pre-release on not more than five business days' notice. Under the deposit agreement, the number of ADSs that may be outstanding at any time as a result of pre-release will not normally exceed thirty percent (30%), although the depositary may change or disregard the limit from time to time, if it thinks it is appropriate to do so.

The depositary may retain for its own account any compensation received by it in connection with a pre-release of ADSs.

Voting rights

You may instruct the depositary to vote the number of shares your ADSs represent. The depositary will notify you of general meetings of shareholders' and arrange to deliver our voting materials to you if we ask it to do so. Those materials will describe the matters to be voted on and explain how you may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.

The depositary will try, as far as practical, subject to German law and the provisions of our constitutive documents, to vote the number of shares or other deposited securities represented by your ADSs as you instruct. The depositary will only vote or attempt to vote as you instruct or as described below.

We will include in voting materials distributed to ADS holders that date by which their voting instruments must be received by the depositary. However, we cannot ensure that you will receive voting materials or otherwise learn of an upcoming general meeting of shareholders' in time to ensure that you can instruct the depositary to vote the shares represented by your ADSs. In addition, the depositary and its agents are

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not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to vote and there may be nothing you can do if your shares are not voted as you requested.

If (i) we timely ask the depositary to solicit your voting instructions, (ii) the depositary receives a recommendation as to how to vote from the custodian pursuant to the AktG before it mails voting materials to ADS holders and (iii) the depositary does not receive voting instructions from you by the specified date, it will consider you to have authorized and directed it to give a discretionary proxy to the custodian to vote the number of deposited securities represented by your ADSs in accordance with the custodian's recommendation. The depositary will give a discretionary proxy in those circumstances with respect to each question covered by the recommendation unless we notify the depositary that:

•: we do not wish a discretionary proxy to be given;
•: we think there is substantial shareholder opposition to the particular question; or
•: we think the particular question would have an adverse impact on our shareholders.

Fees and expenses

For information regarding fees and expenses payable by holders of ADSs and amounts payable by the Depository to us, see Item 12.D, "American Depositary Shares – Fees and expenses."

Payment of taxes

ADS holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If an ADS holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities and deduct the amount owing from the net proceeds of such sale. In either case the ADS holder remains liable for any shortfall. Additionally, if any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities (except under limited circumstances mandated by securities regulations). If any tax or governmental charge is required to be withheld on any non-cash distribution, the depositary may sell the distributed property or securities to pay such taxes and distribute any remaining net proceeds to the ADS holders entitled thereto.

Limitations on obligations and liability

Limits on our obligations and the obligations of the depositary; limits on liability to holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

•: are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
•: are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;
•: are not liable if we exercise or it exercises discretion permitted under the deposit agreement;
•: have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person; and
•: may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

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Requirements for depositary actions

Before the depositary will deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of shares, the depositary may require:

•: payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
•: satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
•: compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the depositary are closed or at any time if the depositary or we think it advisable to do so.

Shareholder communications; inspection of register of holders of ADSs

The depositary, as a holder of deposited securities, will make available for your inspection at its office all communications that it receives from us that we make generally available to holders of deposited securities. The depositary will send you copies of those communications if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Amendment of the deposit agreement

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes or other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time the amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

Termination of the deposit agreement

The depositary will terminate the deposit agreement at our direction by mailing notice of termination to the ADS holders then outstanding at least 30 days prior to the date fixed in such notice of termination. The depositary may also terminate the deposit agreement by mailing notice of termination to us and the ADS holders. Termination will be effective 60 days following the notice date if a successor depositary has not been appointed and accepted its appointment.

After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property, and deliver shares and other deposited securities upon cancellation of the ADSs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The depositary's only obligation will be to account for the money and other cash. After termination, our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.

C. Material contracts

For information regarding certain of our material contracts, see "Item 7.B. Major shareholders and related party transactions – Related party transactions." For a description of our stock option plans, see "Item 6.E. Directors, senior management and employees – Share ownership – Options to purchase our securities." For a description of our Amended 2012 Credit Agreement and our agreements relating to our long-term and short-term indebtedness, see note 13 and note 14 of the notes to consolidated financial statements included in this report.

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D. Exchange controls

Exchange controls and other limitations affecting security holders.

At the present time, Germany, in principle, does not restrict the export or import of capital. However, certain restrictions on transactions based on so-called "restrictive measures", i.e. sanctions, international embargos or terror prevention resolutions concerning for example but not limited to the People's Republic of Korea, Russia, Crimea/Sevastopol or Syria are in place. Restrictions of this nature are adopted at the EU level and, where required, implemented by the German national authorities. Furthermore, the Federal Ministry of Economics and Energy ( Bundesministerium für Wirtschaft und Energie ) may review and restrict or prohibit the direct or indirect acquisition of 25% or more of the shares or voting rights in a German company by a person or company with residency outside of the European Union and the European Free Trade Area if such acquisition constitutes a sufficiently serious threat to the public security or order. This provision is also applicable on other means of acquisitions, e.g asset deals, and mergers. Further, for statistical purposes only, every resident individual or corporation residing in Germany must report to the German Federal Bank ( Deutsche Bundesbank ), subject only to certain exceptions (e.g. payments for the import, export or transfer of goods), any payment received from/for account of or made to/for account of an individual or a corporation resident outside of Germany if such payment exceeds €12,500 (or the corresponding amount in other currencies). Specific reporting requirements apply if reports must be lodged for transit trade transactions (relating, inter alia, to the designation of the good) and in case the resident operates a maritime shipping company. In addition, residents (excluding natural persons, monetary financial institutions, investment stock corporations and capital management companies regarding the claims and liabilities of their investment funds) must report (i) monthly any claims against, or any liabilities payable to, non-resident individuals or corporations, if such claims or liabilities, in the aggregate exceed €5 M at the end of any month and (ii) quarterly claims against, or liabilities payable to, non-residents arising under derivative financial instruments ( derivative Finanzinstrumente ) if the claims, or liabilities, exceed €500 M at the end of the quarter. Further, in principle, residents must report yearly the value ( Stand ) of the assets ( Vermögen ) (i) of non-resident companies in which either 10% or more of the shares or of the voting rights in a company are to be attributed to the resident, (ii) of non-resident companies if more than 50% of the shares or of the voting rights are to be attributed to one or more non-resident companies which are controlled by the resident, and (iii) of the resident's non-resident branch offices and permanent establishments of a domestic company, and the assets which are ascribed to foreign branches and permanent establishments of a foreign company which fulfils the conditions mentioned under (ii). Likewise, equivalent to the conditions described with regard to assets of German residents abroad, residents must report yearly the value of the assets of foreigners in Germany.

There are no limitations imposed by German law or our Articles of Association ( Satzung ) on the right of a non-resident to hold our shares or the ADSs evidencing shares.

E. Taxation

U.S. and German tax consequences of holding ADSs

The discussion below is intended only as a descriptive summary and does not purport to be a complete analysis of all potential German tax and U.S. federal income tax consequences relating to the ownership and disposition of ADSs of the Company. Each holder of ADSs should consult its own tax advisors with respect to the particular German and U.S. federal income tax consequences of the ownership and disposition of ADSs in light of its particular circumstances, including the application of the German and U.S. federal income tax considerations discussed below, as well as the application of state, local, foreign or other laws.

This summary is based on the current tax laws of Germany and the United States, including the current "Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital and to Certain Other Taxes", as amended through the 2006 Protocol to the conventions which entered into force on December 28, 2007 (the "Treaty"). The 2006 Protocol is effective in respect of withholding taxes for amounts paid on or after January 1, 2007. Changes related to other taxes on income became effective on January 1, 2008.

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German taxation

For German tax purposes, a holder of ADSs is generally treated as the economic owner of the underlying shares and, therefore, is generally treated as a shareholder of the Company (Federal Ministry of Finance circular dated May 24, 2013) for tax purposes. Differences may, however, apply when the holder of the ADSs seeks to obtain treaty relief from dividend withholding tax in Germany (e.g., in terms of requirements to provide evidence regarding the actual ownership of the ADS and entitlement to economic ownership in the underlying shares).

Tax treatment of dividends

Dividend distributions by German corporations paid to resident and non-resident shareholders are generally subject to dividend withholding tax at a rate of 25% (plus solidarity surcharge). The tax withholding obligation in general applies regardless of whether and, if so, to what extent the dividend is exempt from tax at the shareholder's level.

For non-resident shareholders, the withholding tax rate of 25% may be reduced up to 0%, e.g. on the basis of a double tax treaty. For corporate non-German holders, forty percent (40%) of the withheld and remitted withholding tax may be refunded upon application at the German Federal Tax Office (at the address noted below), which would generally result in a net dividend tax of 15% (plus solidarity surcharge). The entitlement of corporate non-German holders to further reductions of the withholding tax under an applicable income tax treaty remains unaffected. A partial refund of this withholding tax can be obtained by U.S. Holders under the Treaty (see discussion below). Foreign corporations will generally have to meet certain activity or substance criteria defined by applicable law in order to receive an exemption from or a (partial) refund of German dividend withholding tax.

Under the Treaty, the refund of German tax, including the withholding tax, Treaty payment and solidarity surcharge, will not be granted when the ADSs are part of the business property of a U.S. Holder's permanent establishment located in Germany or are part of the assets of an individual U.S. Holder's fixed base located in Germany and used for the performance of independent personal services. In this case, however, withholding tax and solidarity surcharge may be credited against German income tax liability.

Taxation of capital gains

If the shares are not held as business assets of a domestic business, capital gains realized by non-German holder are only taxable in Germany if the disposing holder holds (or has held at any time in the last five years) 1% or more of the Company's stated capital. Under the Treaty, a U.S. Holder who is not a resident of Germany for German tax purposes will not be liable for German tax on capital gains realized or accrued on the sale or other disposition of ADSs unless the ADSs are part of the business property of a permanent establishment located in Germany or are part of the assets of a fixed base of an individual located in Germany and used for the performance of independent personal services.

Refund procedures

To claim a refund under the Treaty, the U.S. Holder, as defined below, must submit an application for refund to the German tax authorities, with the original bank voucher, or certified copy thereof issued by the paying entity documenting the tax withheld or a withholding tax certificate ( Steuerbescheinigung ), as the case may be, within four years from the end of the calendar year in which the dividend is received.

Claims for refund are made on a special German claim for refund form, which must be filed with the German Federal Tax Office: Bundeszentralamt für Steuern, An der Küppe 1, D-53225 Bonn, Germany. The claim refund forms may be obtained from the German Federal Tax Office at the same address where the applications are filed, or from the Embassy of the Federal Republic of Germany, 4645 Reservoir Road, N.W., Washington, D.C. 20007-1998, or can be downloaded from the homepage of the Bundeszentralamt für Steuern (www.bzst.de).

U.S. Holders must also submit to the German tax authorities a certification (on IRS Form 6166) with respect to their last filed U.S. federal income tax return. Requests for IRS Form 6166 are made on IRS Form 8802, which requires payment of a user fee. IRS Form 8802 and its instructions can be obtained from the IRS website at www.irs.gov.

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German Gift or Inheritance Tax; Other German taxes

The transfer of ADS to another person by way of gift or inheritance is generally subject to German gift or inheritance tax only if (i) the decedent, the donor, the heir, donee or any other beneficiary maintained a domicile or his/her habitual abode in Germany, or has its place of management or statutory seat in Germany at the time of the transfer, or is a German citizen who has spent no more than five consecutive years outside Germany without maintaining a residence in Germany (special rules apply to certain former German citizens who neither maintain their domicile nor have their habitual abode in Germany), (ii) the ADS were held by the decedent or donor as part of business assets for which a permanent establishment or other fixed place of business was maintained in Germany or for which a permanent representative in Germany had been appointed, or (iii) the decedent or donor, at the time of the inheritance or gift, held either individually or collectively with related parties, held directly or indirectly, at least 10% of the Company's registered share capital.

The U.S.-Germany estate, inheritance and gift tax treaty provides that an individual whose domicile is determined to be in the U.S. for purposes of such treaty will not be subject to German inheritance and gift tax, the equivalent of the U.S. federal estate and gift tax, on the individual's death or making of a gift unless the ADSs are part of the business property of a permanent establishment located in Germany or are part of the assets of a fixed base of an individual located in Germany and used for the performance of independent personal services. An individual's domicile in the U.S., however, does not prevent imposition of German inheritance and gift tax with respect to an heir, donee, or other beneficiary who is domiciled in Germany at the time the individual died or the gift was made.

Such U.S.-Germany estate, inheritance and gift tax treaty also provides a credit against U.S. federal estate and gift tax liability for the amount of inheritance and gift tax paid in Germany, subject to certain limitations, in a case where ADSs are subject to German inheritance or gift tax and U.S. federal estate or gift tax.

There are no German transfer, stamp or other similar taxes that would apply to U.S. Holders who purchase or sell ADSs.

United States taxation

The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of the ADSs by a U.S. Holder (as defined below) who holds ADSs as capital assets. The discussion below is intended only as a descriptive summary and does not purport to be a complete analysis of all of the potential U.S. tax consequences of holding ADSs of the Company. In particular, this discussion does not address all of the tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special tax rules, such as insurance companies, regulated investment companies, real estate investment trusts, grantor trusts, traders that have elected the "mark-to-market" method of accounting, a U.S. expatriate within the meaning of Sections 877 or 877A of the Code, tax-exempt entities (including a private foundation, an "individual retirement account" or a Roth IRA), persons who own 10% or more, by vote, of the equity of the Company for U.S. federal income tax purposes, investors holding ADSs through partnerships or other fiscally transparent entities, investors liable for the alternative minimum tax, investors that hold ADSs as part of a straddle or a hedge, investors whose functional currency is not the U.S. dollar, and financial institutions and dealers in securities. Moreover, this description does not address the U.S. federal estate and gift tax or alternative minimum tax consequences of the acquisition, ownership or disposition of ADSs. U.S. Holders should consult their tax advisors regarding U.S. federal, state and local tax consequences of owning and disposing of ADSs.

This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), Internal Revenue Service ("IRS") rulings and pronouncements, judicial decisions, and income tax treaties to which the U.S. is a party, all as now in effect and all of which are subject to change or differing interpretations, possibly with retroactive effect.

For purposes of this discussion, a "U.S. Holder" is a beneficial owner of ADSs that for U.S. federal income tax purposes, is (1) an individual who is a citizen or resident of the United States; (2) a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia; (3) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (4) a trust, if it (i) is subject to the primary supervision of a U.S. court and one or more U.S. persons control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be

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treated as a U.S. person. If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of ADSs, the U.S. federal income tax consequences to a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. A holder of ADSs that is a partnership and the partners in such partnership should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership and disposition of ADSs.

Ownership of ADSs in general

For U.S. federal income tax purposes, a holder of ADSs generally will be treated as the owner of the shares represented by such ADSs. The U.S. Treasury Department has expressed concern that depositaries for ADSs, or other intermediaries between the holders of shares of an issuer and the issuer, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. Holders of such receipts or shares. Accordingly, the analysis regarding the availability of a U.S. foreign tax credit for German taxes and sourcing rules described below could be affected by future actions that may be taken by the U.S. Treasury Department.

Tax treatment of dividends

Subject to the discussion below under "Passive foreign investment company considerations," a U.S. Holder that receives a distribution with respect to ADSs generally will be required to include the U.S. dollar value of the gross amount of such distribution (before reduction for any German withholding taxes) in gross income as a dividend when actually or constructively received to the extent of the U.S. Holder's pro rata share of the Company's current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder's pro rata share of the Company's current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder's ADSs. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder's ADSs, the remainder will be taxed as capital gain.

With respect to non-corporate U.S. Holders, certain dividends received from a qualified foreign corporation will be subject to U.S. federal income tax at a maximum rate of 20% (rather than the higher rates of tax generally applicable to items of ordinary income, the maximum of which is 37% for tax years beginning after December 31, 2017), provided that the ADSs in respect of which such dividend is paid have been held for at least 61 days during the 121 day period beginning 60 days before the ex-dividend date and certain other requirements are met. Periods during which you hedge a position in our ADSs or related property may not count for purposes of the holding period test. The dividends would also not be eligible for the lower rate if you elect to take dividends into account as investment income for purposes of limitations on deductions for investment income. Provided (i) the ADSs of the Company are regularly tradable on the NYSE (or certain other stock exchanges) or the Company qualifies for benefits under the income tax treaty between the U.S. and Germany and (ii) the Company is not a passive foreign investment company (discussed below), the Company will be treated as a qualified foreign corporation for this purpose. This reduced rate will not be available in all situations, and U.S. Holders should consult their tax advisors regarding the application of the relevant rules to their particular circumstances.

For U.S. federal income tax purposes, U.S. Holders are subject to tax on dividends paid by German corporations, which may qualify for a foreign tax credit for certain German income taxes paid. A corporate U.S. Holder will generally not be eligible for the "dividends-received deduction" under Section 243 of the Code with respect to such dividends.

Subject to certain complex limitations, any German tax withheld from distributions in accordance with the Treaty will be deductible or creditable against your U.S. federal income tax liability. Any dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will in general be limited to the gross amount of the dividend, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. However, such foreign tax credit may be disallowed if the U.S. Holder held such ADSs or equity shares for less than a minimum period during which the U.S. Holder is not protected from risk of loss, or is obligated to make payments related to the dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, any dividends distributed by us with respect to ADSs or equity shares will

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generally constitute "passive category income" but could, in the case of certain U.S. Holders, constitute "general category income." The rules relating to the determination of the foreign tax credit are complex and U.S. Holders should consult their tax advisors to determine whether and to what extent a credit would be available in their particular circumstances, including the effects of any applicable income tax treaties.

The U.S. dollar value of any distribution on the ADSs made in Euros generally should be calculated by reference to the spot exchange rate between the U.S. dollar and the Euro in effect on the date the distribution is actually or constructively received by the U.S. Holder regardless of whether the Euros so received are in fact converted into U.S. dollars. A U.S. Holder who receives payment in Euros and converts those Euros into U.S. dollars at an exchange rate other than the rate in effect on such day may have a foreign currency exchange gain or loss, which would generally be treated as ordinary income or loss from sources within the United States for U.S. foreign tax credit purposes.

Taxation of capital gains

Subject to the discussion below under "Passive foreign investment company considerations", upon a sale, exchange, or other disposition of the ADSs, a U.S. Holder will generally recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized and the U.S. Holder's tax basis in the ADSs. Such gain or loss will generally be capital gain or loss if the ADSs are held by the U.S. Holder as a capital asset, and will be long-term capital gain or loss if the U.S. Holder's holding period for the ADSs exceeds one year. Individual U.S. Holders are generally taxed at a maximum 20% rate on net long-term capital gains. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes. You should consult your own tax advisor regarding the availability of a foreign tax credit or deduction in respect of any German tax imposed on a sale or other disposition of ADSs.

In the case of a cash-basis U.S. Holder who receives Euros in connection with the sale or other disposition of ADSs, the amount realized will be calculated based on the U.S. dollar value of the Euros received as determined by reference to the spot rate in effect on the settlement date of such exchange. A U.S. Holder who receives payment in Euros and converts Euros into U.S. dollars at a conversion rate other than the rate in effect on the settlement date may have foreign currency exchange gain or loss that would be treated as ordinary income or loss from sources within the United States for U.S. foreign tax credit purposes.

An accrual-basis U.S. Holder may elect the same treatment required of cash-basis taxpayers with respect to a sale or disposition of ADSs, provided that the election is applied consistently from year to year. Such election may not be changed without the consent of the IRS. In the event that an accrual-basis U.S. Holder does not elect to be treated as a cash-basis taxpayer (pursuant to the Treasury regulations applicable to foreign currency transactions), such U.S. Holder may have foreign currency gain or loss for U.S. federal income tax purposes because of differences between the U.S. dollar value of the currency received prevailing on the trade date and the settlement date. Any such currency gain or loss would be treated as ordinary income or loss from sources within the United States for U.S. foreign tax credit purposes. However, if foreign currency is converted into U.S. dollars on the date received by the U.S. Holder, a cash-basis or electing accrual-basis U.S. Holder should not recognize any gain or loss on such conversion.

Taxation of foreign currency gains upon refund of German withholding taxes

U.S. Holders of ADSs who receive a refund attributable to reduced withholding taxes under the Treaty may be required to recognize foreign currency gain or loss, which will be treated as ordinary income or loss, to the extent that the dollar value of the refund on the date it is received by the U.S. Holders differs from the dollar equivalent of the refund on the date the dividend on which such withholding taxes were imposed was received by the depositary or the U.S. Holder, as the case may be.

Passive foreign investment company considerations

Special adverse U.S. federal income tax rules apply to U.S. Holders owning shares of a Passive Foreign Investment Company ("PFIC"). In general, if you are a U.S. Holder, we will be a PFIC with respect to you if for any taxable year in which you held our ADSs or shares: (i) at least 75% of our gross income for the taxable year is passive income or (ii) at least 50% of the value, determined on the basis of a quarterly average, of our assets is attributable to assets that produce or are held for the production of passive income. The determination of whether we are a PFIC will be made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition.

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Passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from the disposition of assets that produce passive income. Any cash we hold, including the cash raised in this offering, generally will be treated as held for the production of passive income for the purpose of the PFIC test, and any income generated from cash or other liquid assets generally will be treated as passive income for such purpose. If a non-U.S. corporation owns at least 25% by value of the shares of another corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation's income.

Although we do not believe that we are currently a PFIC, the determination of PFIC status is highly factual and based on technical rules that are difficult to apply. Accordingly, there can be no assurances that we will not be a PFIC for the current year or any future taxable year. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to their investment in our ADSs.

Tax on net investment income

In addition to regular U.S. federal income tax, certain U.S. Holders that are individuals, estates, or trusts are subject to a 3.8% tax on all or a portion of their "net investment income," which may include all or a portion of their dividend income and net gain from the sale, exchange or other disposition of their ADSs.

United States information reporting and backup withholding

Dividends paid on, and proceeds on a sale or other dispositions of, ADSs paid to a U.S. Holder within the United States or through U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding at a current rate of 24% unless you (1) are a corporation or other exempt recipient or (2) provide a taxpayer identification number and certify (on IRS Form W-9) that no loss of exemption from backup withholding has occurred.

Backup withholding tax is not an additional tax, and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. Holder's U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner.

Non-U.S. Holders are generally not subject to backup withholding. However, a non-U.S. Holder may be required to provide a certification (generally on IRS Form W-8BEN or W-8BEN-E) of its non-U.S. status in connection with payments received in the United States or through a U.S.-related financial intermediary in order to establish its exemption from backup withholding.

Individuals who are U.S. Holders, and who hold "specified foreign financial assets" (as defined in section 6038D of the Code), including debt or ordinary shares of a non-U.S. corporation that are held for investment and not held in an account maintained by a financial institution whose aggregate value exceeds certain thresholds during the tax year, may be required to attach to their tax returns for the year certain specified information. An individual who fails to timely furnish the required information may be subject to a penalty. Additionally, in the event a U.S. Holder does not file the required information, the statute of limitations may not close before such information is filed. Under certain circumstances, an entity may be treated as an individual for purposes of the foregoing rules.

U.S. and non-U.S. Holders may be subject to other U.S. information reporting requirements. U.S. and non-U.S. Holders should consult their own advisors regarding the application of U.S. information reporting rules in light of their particular circumstances.

The above summary is not intended to constitute a complete analysis of all tax consequences relating to the ownership and disposition of ADSs. U.S. Holders should consult their own tax advisors concerning the tax consequences of the ownership and disposition of ADSs in light of their particular circumstances, including the application of the U.S. federal income tax considerations discussed above, as well as the application of state, local, foreign or other laws.

H. Documents on display

We file periodic reports and information with the Securities and Exchange Commission and the New York Stock Exchange. You may obtain copies of these reports without charge from the Internet site maintained by the Securities and Exchange Commission which contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange

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Commission. The Securities and Exchange Commission's World Wide Web address is http://www.sec.gov. You can also obtain copies of these reports from our own web site, www.freseniusmedicalcare.com.

You may inspect a copy of these reports without charge at the Public Reference Room of the Securities and Exchange Commission at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains an Internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission's World Wide Web address is http://www.sec.gov.

The New York Stock Exchange currently lists American Depositary Shares representing our shares. As a result, we are subject to the periodic reporting requirements of the Exchange Act and we file reports and other information with the Securities and Exchange Commission. These reports, proxy statements and other information and exhibits and schedules thereto may be inspected without charge at, and copies thereof may be obtained at prescribed rates from, the public reference facilities of the Securities and Exchange Commission and the electronic sources listed in the preceding paragraph. In addition, these materials are available for inspection and copying at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, USA.

We prepare annual and quarterly reports. Our annual reports contain financial statements examined and reported upon, with opinions expressed by our independent auditors. Our consolidated financial statements included in this annual report and, commencing with our report for the first quarter of 2017, our quarterly reports are prepared in conformity with IFRS. The financial statements contained in our annual and quarterly reports through December 2016 were prepared in accordance with U.S. GAAP. Our annual and quarterly reports to our shareholders are posted under "News & publications" on the "Investors" page of our website at http://www.freseniusmedicalcare.com. In furnishing our web site address in this report, however, we do not intend to incorporate any information on our web site into this report, and any information on our web site should not be considered to be part of this report.

We will also furnish the depositary with all notices of shareholder meetings and other reports and communications that are made generally available to our shareholders. The depositary, to the extent permitted by law, shall arrange for the transmittal to the registered holders of American Depositary Receipts of all notices, reports and communications, together with the governing instruments affecting our shares and any amendments thereto. Such documents are also available for inspection by registered holders of American Depositary Receipts at the principal office of the depositary.

Documents referred to in this report which relate to us as well as future annual and interim reports prepared by us may also be inspected at our offices, Else-Kröner-Strasse 1, 61352 Bad Homburg.

Item 11. Quantitative and qualitative disclosures about market risk

Market risk

Our businesses operate in highly competitive markets and are subject to changes in business, economic and competitive conditions. Our business is subject to:

•: changes in reimbursement rates;
•: intense competition;
•: foreign exchange rate and interest rate fluctuations;
•: varying degrees of acceptance of new product introductions;
•: technological developments in our industry;
•: uncertainties in litigation or investigative proceedings and regulatory developments in the healthcare sector; and
•: the availability of financing.

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As permitted by the Instruction to Item 11, the information required by this Item is contained in note 23 of our consolidated financial statements and is incorporated by this reference in response to this Item. We also enter in non-speculative derivative contracts to hedge these risks which are also discussed in detail in note 23. Additional information related to interest rates is discussed in note 14.

Additional factors

Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings. See Item 3.D, "Key information – Risk factors." 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.

Reimbursement rates

Approximately 33% of our worldwide revenue for 2018 was for services rendered to patients covered by Medicare's ESRD program and Medicaid. In order to be eligible for reimbursement by Medicare, ESRD facilities must meet conditions for coverage established by CMS. Additionally, government agencies may make changes in program interpretations, requirements or conditions of participation, and retain the right to audit the accuracy of our computations of rebates and pricing, some of which may result in implications (such as recoupment) for amounts previously estimated or paid which may have a material adverse effect on the Company's revenues, profitability and financial condition. See Item 4.B, "Information on the Company – Business overview – Regulatory and legal matters – Reimbursement" and "– Health care reform."

We also obtain a significant portion of our revenues from reimbursement by non-government payors. Historically, these payors' reimbursement rates generally have been higher than government program rates in their respective countries. However, non-governmental payors are imposing cost containment measures that are creating significant downward pressure on reimbursement levels that we receive for our services and products.

Inflation

The effects of inflation during the periods covered by the consolidated financial statements have not been significant to our results of operations. However, a major portion of our revenues from health care are subject to reimbursement rates regulated by governmental authorities, and a significant portion of other revenues, especially revenues from the U.S., is received from customers whose revenues are subject to these regulated reimbursement rates. Non-governmental payors are also exerting downward pressure on reimbursement rates. Increased operation costs that are subject to inflation, such as labor and supply costs, may not be recoverable through price increases in the absence of a compensating increase in reimbursement rates payable to us and our customers, and could materially adversely affect our business, financial condition and results of operations.

Item 12. Description of securities other than equity securities

D. American depositary shares

For a description of our American depositary shares, see Item 10.B, "Additional Information – Articles of Association – Description of American Depositary Receipts."

D.3. Fees and expenses

ADS holders will be charged a fee for each issuance of ADSs, including issuances resulting from distributions of shares, rights and other property, and for each surrender of ADSs in exchange for deposited securities. The fee in each case is up to $5.00 for each 100 ADSs (or any portion thereof) issued or surrendered.

The following additional charges shall be incurred by the ADS holders, by any party depositing or withdrawing shares or by any party surrendering ADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADRs), whichever is applicable:

•: a fee of $0.05 or less per ADS (or portion thereof) for any cash distribution made pursuant to the deposit agreement;
•: a fee of $0.05 per ADS (or portion thereof) per year for services performed by the depositary in administering our ADS program (which fee shall be assessed against holders of ADSs as of the

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record date set by the depositary not more than once each calendar year and shall be payable in the manner described in the next succeeding provision);

•: any other charge payable by any of the depositary or the custodian, any of the depositary's or custodian's agents, or the agents of the depositary's or custodian's agents in connection with the servicing of our shares or other deposited securities (which charge shall be assessed against registered holders of our ADSs as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such registered holders or by deducting such charge from one or more cash dividends or other cash distributions);
•: a fee for the distribution of securities or of rights where the depositary will not exercise or sell those rights on behalf of holders (or the sale of securities in connection with a distribution), such fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were ordinary shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;
•: stock transfer or other taxes and other governmental charges;
•: cable, (including SWIFT) and facsimile transmission and delivery charges as are expressly provided for in the deposit agreement;
•: transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; and
•: expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars.

The depositary may collect any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to holders that are obligated to pay those fees. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions. The depositary may own and deal in any class of securities of the Company and its affiliates and in the ADSs.

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The fees described above may be amended from time to time. If an amendment adds or increases fees or charges, except for taxes or other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudice a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment.

D.4. Amounts payable by the depositary to the Company

Under the fee agreement between us and Bank of New York Mellon, the depositary has agreed to reimburse us for expenses we incur that are related to establishment and maintenance expenses of the ADS program. The depositary has agreed to reimburse us for the program's continuing annual stock exchange listing fees. The depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial statements, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile, telephone calls and legal fees. It has also agreed to reimburse us annually for certain investor relations programs or special investor relations promotion activities. In certain instances, the depositary has agreed to provide additional payments to us based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depositary will reimburse the Company, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors. For 2018, there were no reimbursement payments initiated by the depositary for such fees and expenses.

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

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Part II

Item 13. Defaults, dividend arrearages and delinquencies

None.

Item 14. Material modifications to the rights of security holders and use of proceeds

Not applicable.

Item 15A. Disclosure controls and procedures

The Company's management, including the members of the Management Board of our general partner performing the functions Chief Executive Officer and Chief Financial Officer, 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, as contemplated by Exchange Act Rule 13a-15. Based on that evaluation, the persons performing the functions of Chief Executive Officer and Chief Financial Officer concluded in connection with the filing of this report that the 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 Exchange 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.

Item 15B. Management's annual report on internal control over financial reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). The Company's internal control over financial reporting is a process designed by or under the supervision of the Chief Executive Officer of our general partner and Chief Financial Officer of our general partner, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with International Financial Reporting Standards.

As of December 31, 2018, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013 ) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management has determined that the Company's internal control over financial reporting as of December 31, 2018 is effective.

The Company's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; (2) provide reasonable assurances that the Company's transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, and that the Company's receipts and expenditures are being made only in accordance with authorizations of management; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

Because of its inherent limitation, internal control over financial reporting, no matter how well designed, cannot provide absolute assurance of achieving financial reporting objectives and may not prevent or detect misstatements. Therefore, even if the internal control over financial reporting is determined to be effective it can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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voluntarily advised the Securities and Exchange Commission and the United States Department of Justice (collectively and interchangeably the "government") about these investigations. The government also conducted its own investigations, in which the Company cooperated.

In the course of this dialogue, the Company identified and reported to the government, and took remedial actions including employee disciplinary actions with respect to, conduct that resulted in the government seeking monetary penalties and other remedies against the Company and disgorgement of related profits revolving principally around conduct in the Company's products business in a limited number of countries outside the United States.

The Company recorded charges of €200 M in 2017 and €77 M in 2018 encompassing estimates for the government's claims for profit disgorgement, penalties, certain legal expenses, and other related costs or asset impairments believed likely to be necessary for full and final resolution, by litigation or settlement, of the claims and issues arising from the investigation. The increase recorded in 2018 took into consideration preliminary understandings with the government on the financial terms of a potential settlement. Following this increase, which takes into account incurred and anticipated legal expenses, impairments and other costs, the provision totals €224 M as of December 31, 2018.

The Company has reached an agreement in principle with the government agencies encompassing the terms understood to be necessary for settlement. The Company believes that the previously-recorded charge appropriately accounts for the consequences of the resolution as related to its financial statements. The agreement in principle remains subject to memorialization in fully integrated documents and final approval by authorized officials of the government and the Company.

The Company continues to implement enhancements to its anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws. The Company continues to be fully committed to compliance with the Foreign Corrupt Practices Act and other applicable anti-bribery laws.

Management's assessment of the effectiveness of its internal control over financial reporting as of December 31, 2018, is stated in its report included on page F-2.

Item 15C. Attestation report of the registered public accounting firm

The effectiveness of our internal control over financial reporting as of December 31, 2018, has been audited by KPMG, an independent registered public accounting firm, as stated in their report included on page F-5.

Item 15D. Changes in internal control over financial reporting

There have been no changes in the Company's internal control over financial reporting that occurred during fiscal year 2018, which have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

Item 16A. Audit committee financial expert

Our Supervisory Board has determined that each of Mr. William P. Johnston and Mr. Rolf A. Classon qualifies as an audit committee financial expert and is "independent" as defined in Rule 10A-3 under the Exchange Act, in accordance with the instructions in Item 16A of Form 20-F.

Item 16B. Code of ethics

Our Management Board adopted, through our worldwide compliance program, a code of ethics, titled the Code of Ethics and Business Conduct , which as adopted applies to members of the Management Board, including its chairman and the responsible member for Finance & Controlling, other senior officers and all Company employees. A copy of the Company's Code of Business Conduct is available on our website under "About Us – Responsibility" at: https://www.freseniusmedicalcare.com/fileadmin/data/com/pdf/About_us/Responsibility/Br_Code_of_Ethics_en.pdf

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Item 16C. Principal accountant fees and services.

During the AGM held on May 17, 2018, our shareholders approved the appointment of KPMG to serve as our independent auditors for the 2018 fiscal year. For the fees billed by KPMG see note 29 of the notes to the consolidated financial statements included in this report.

Audit Committee's pre-approval policies and procedures

As a German company, we prepare statutory financial statements under German law on the basis of the accounting principles of the German Commercial Code ( Handelsgesetzbuch or HGB ) and consolidated financial statements in accordance with IFRS. Our Supervisory Board engages our independent auditors to audit these financial statements, in consultation with our Audit and Corporate Governance Committee and subject to election by our shareholders at our AGM in accordance with German law.

Our financial statements are also included in registration statements and reports that we file with the SEC. Our Audit and Corporate Governance Committee engages our independent auditors to audit these financial statements in accordance with Rule 10A-3 under the Exchange Act and Rule 303A.06 of the NYSE Governance Rules. See also the description in "Item 6C. Directors, senior management and employees – Board practices."

Fresenius Medical Care AG's audit committee also adopted a policy requiring management to obtain the committee's approval before engaging our independent auditors to provide any permitted non-audit services to us or our subsidiaries. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the Audit and Corporate Governance Committee pre-approves a catalog of specific non-audit services that may be performed by our auditors as well as provides for additional approval requirements based on fee amount.

The General Partner's Chief Financial Officer reviews all individual management requests to engage our auditors as a service provider in accordance with this catalog and, if the requested services are permitted pursuant to the catalog, approves the request accordingly. Services that are not included in the catalog or are included but exceed applicable fee levels are passed on either to the chairman of the Audit and Corporate Governance Committee or to the full committee, for approval on a case by case basis. In addition, the Audit and Corporate Governance Committee is informed about all approvals on a quarterly basis. Neither the chairman of our Audit and Corporate Governance Committee nor the full committee is permitted to approve any engagement of our auditors if the services to be performed either fall into a category of services that are not permitted by applicable law or would be inconsistent with maintaining the auditors' independence.

During 2018, the total fees paid to the Audit and Corporate Governance Committee members for service on the committee were $0.190 M (€0.161 M).

Item 16D. Exemptions from the listing standards for audit committees

Not applicable.

Item 16E. Purchase of equity securities by the issuer and affiliated purchasers

Please see note 17 for information on our share buyback programs and subsequent partial retirement of these shares as well as the columnar format required by Item 16E regarding the share buyback program purchases made in the fiscal year. The repurchase programs disclosed in note 17 were terminated on the last day that purchases for the applicable program were made. The authorization granted by our Annual General Meeting on May 12, 2016 remains in effect until May 11, 2021.

Item 16F. Change in registrant's certifying accountant

Not applicable.

Item 16G. Corporate governance

Introduction

ADSs representing our shares are listed on the NYSE. However, because we are a "foreign private issuer," as defined in the rules of the SEC, we are exempt from substantially all of the governance rules set forth in Section 303A of the NYSE's Listed Companies Manual, other than the obligation to maintain an audit

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committee in accordance with Rule 10A-3 under the Exchange Act, the obligation to notify the NYSE if any of our executive officers becomes aware of any material non-compliance with any applicable provisions of Section 303A, the obligation to file annual and interim written affirmations, on forms mandated by the NYSE, relating to our compliance with applicable NYSE governance rules, and the obligation to disclose the significant ways in which the governance standards that we follow differ from those applicable to U.S. companies under the NYSE governance rules. Many of the governance reforms instituted by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, including the requirements to provide shareholders with "say-on-pay" and "say-on-when" advisory votes related to the compensation of certain executive officers, are implemented through the SEC's proxy rules. Because foreign private issuers are exempt from the proxy rules, these governance rules are not applicable to us. However, the compensation system for our Management Board is reviewed by an independent external compensation expert as amendments to the system are made. See Item 6.B, "Directors, senior management and employees – Compensation – Compensation of the Management Board." Similarly, the more detailed disclosure requirements regarding management compensation applicable to U.S. domestic companies (including requirements for pay ratio disclosure and a proposal for disclosure of the relationship between executive compensation actually paid and a registrant's financial performance issued in 2015 but currently on the SEC's "long-term actions" agenda without a target date for adoption) are found in SEC Regulation S-K, whereas compensation disclosure requirements for foreign private issuers are set forth in Form 20-F. That form generally limits our compensation disclosure obligations to the information we disclose under German law. In 2015 the SEC also issued its proposed compensation "clawback" rule which would direct U.S. stock exchanges to establish listing standards that would require listed issuers to develop, implement and disclose policies providing for the recovery, under certain circumstances, of incentive-based compensation based on financial information that is subsequently restated. Although not withdrawn, that proposal is also on the SEC's "long-term actions" agenda. Under the terms and conditions of our LTIP 2016 plan (see Item 6.B., "Directors, senior management and employees – Compensation"), and the employment contracts concluded with individual members of the Management Board as from January 1, 2018, the Company is entitled to reclaim previously earned and paid compensation components. Such right to reclaim exists in case of relevant violations of internal guidelines or undutiful conduct. If the SEC's proposed clawback rule is eventually adopted as proposed, requirements of that rule would apply to both U.S. domestic and foreign private issuers and would impose clawback requirements without fraud or other misconduct as a necessary prerequisite. Subject to the exceptions noted above, instead of applying their governance and disclosure requirements to foreign private issuers, the rules of both the SEC and the NYSE require that we disclose the significant ways in which our corporate practices differ from those applicable to U.S. domestic companies under NYSE listing standards.

As a German company FMC-AG & Co. KGaA follows German corporate governance practices. German corporate governance practices generally derive from the provisions of the AktG, capital market related laws, the German Codetermination Act ( Mitbestimmungsgesetz , or " MitBestG ") and the German Corporate Governance Code. Our Articles of Association also include provisions affecting our corporate governance. German standards differ from the corporate governance listing standards applicable to U.S. domestic companies which have been adopted by the NYSE. The discussion below provides certain information regarding our organizational structure, management arrangements and governance, including information regarding the legal structure of a KGaA, management by a general partner, certain provisions of our Articles of Association and the role of the Supervisory Board in monitoring the management of our company by our General Partner.

The legal structure of FMC-AG & Co. KGaA

A German partnership limited by shares ( Kommanditgesellschaft , or "KGaA") is a mixed form of entity under German corporate law, which has elements of both a partnership and a corporation. Like a German stock corporation ( Aktiengesellschaft , or "AG"), the share capital of a KGaA is held by its shareholders. A KGaA is also similar to a limited partnership because there are management and non-management partners, one or more general partner(s) on the one hand, and the KGaA shareholders on the other hand. Our sole general partner, Management AG, is a wholly-owned subsidiary of Fresenius SE.

A KGaA's corporate bodies are its general partner, its supervisory board and the general meeting of shareholders. General partners may, but are not required to, hold shares of the KGaA. General partners are personally liable for the liabilities of the KGaA in relations with third parties subject, in the case of corporate general partners, to applicable limits on liability of corporations generally.

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Management and oversight

The management structure of FMC-AG & Co. KGaA is illustrated as follows:

General Partner

Management AG, as our sole General Partner, conducts the business of FMC-AG & Co. KGaA and represents it in external relations. Management AG was incorporated on April 8, 2005 and registered with the commercial register in Hof an der Saale on May 10, 2005. The registered share capital of Management AG is €3.0 M. The General Partner receives annual compensation amounting to 4% of its capital for assuming liability as the general partner and the management of FMC-AG & Co. KGaA as well as reimbursement for all outlays in connection with conducting the business of the Company, including the remuneration of members of the General Partner's Management Board and its supervisory board. See "The Articles of Association of FMC-AG & Co. KGaA – Organization of the Company."

The position of the general partners in a KGaA is different and in part stronger than that of the shareholders based on: (i) the management powers of the general partners, (ii) the existing de facto veto rights regarding material resolutions adopted by the KGaA's general meeting and (iii) the independence of general partners from the influence of the KGaA shareholders as a collective body (See "General meeting", below). Because Fresenius SE is the sole shareholder of Management AG, Fresenius SE has the sole power to elect the supervisory board of Management AG which appoints, supervises and consults the members of the Management Board of Management AG, who act for the General Partner in conducting the company's business in accordance with the rules of procedure adopted by the General Partner's supervisory board.

Fresenius SE's de facto control of the Company through ownership of the General Partner is conditioned upon its ownership of a substantial amount of the Company's share capital (see "The Articles of Association of FMC-AG & Co. KGaA – Organization of the Company", below).

Supervisory Board

The supervisory board of a KGaA is similar in certain respects to the supervisory board of an AG. Like the supervisory board of an AG, the supervisory board of a KGaA is under an obligation to oversee the management of the business of the Company. The members of the supervisory board are elected by the KGaA shareholders at the general meeting.

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Under certain conditions, which we believe are not applicable to FMC-AG & Co. KGaA, a supervisory board is required to include employee representatives ("Codetermination"). A proceeding has been initiated by a shareholder seeking to require that we implement Codetermination. Both the Regional Court ( Landericht ) of Nuremburg/Fürth and the Higher Regional Court ( Oberlandesgericht) of Munich have rejected the motion. The decisions of both courts confirm that we are not subject to Codetermination. Supervisory board members may hold offices on both supervisory boards, the supervisory board of a KGaA and of its general partner.

Three of the five current members of the FMC-AG & Co. KGaA supervisory board are also members of the supervisory board of Management AG. See Item 6.A, "Directors, senior management and employees – Directors and senior management – The General Partner's Supervisory Board." Shares in the KGaA held by the General Partner or its affiliated companies are not entitled to vote for the election of the supervisory board members of the KGaA. Accordingly, Fresenius SE is not entitled to vote its shares for the election of FMC-AG & Co. KGaA's Supervisory Board members.

The Supervisory Board has less power and scope for influence than a supervisory board of an AG. The Supervisory Board is not entitled to appoint the General Partner or its executive bodies. Nor may the Supervisory Board subject the management measures of the General Partner to its consent, or issue rules of procedure for the General Partner.

German regulations have several rules applicable to supervisory board members which are designed to ensure that the supervisory board members in entirety possess the knowledge, ability and expert experience to properly complete their tasks as well as to ensure a certain degree of independence of the board's members. In addition to prohibiting members of the management board from contemporaneously serving on the supervisory board, German law requires members of the supervisory board to act in the best interest of the company. They do not have to follow direction or instruction from third parties. Any service, consulting or similar agreements between a KGaA and any of its supervisory board members must be approved by the supervisory board.

General meeting

The general meeting is the resolution body of the KGaA shareholders. Shareholders can exercise their voting rights at the general meeting themselves, by proxy via a representative of their choice, or by a company-nominated proxy acting on their instructions. Among other matters, the AGM of a KGaA approves its annual financial statements. The internal procedure of the general meeting of a KGaA corresponds to that of the general meeting of an AG. The agenda for the general meeting is fixed by the general partner and the KGaA supervisory board except that the general partner cannot propose nominees for election as members of the KGaA supervisory board or proposals for the KGaA's auditors.

Fresenius SE is subject to various bans on voting at general meetings due to its ownership of the shares of the General Partner. Fresenius SE is banned from voting on resolutions concerning the election to and removal from office of the FMC-AG & Co. KGaA Supervisory Board, ratification or discharge ( Entlastung ) of the actions of the General Partner and members of the Supervisory Board, the appointment of special auditors, the assertion of claims for damages as well as the waiver of claims for damages that fall within the competence of the general meeting, and the election of auditors of the annual financial statements.

Certain matters requiring a resolution at the general meeting will also require the consent of the General Partner, such as amendments to the Articles of Association, dissolution of the Company, mergers, a change in the legal form of the partnership limited by shares and other fundamental changes. The General Partner therefore has a de facto veto right on these matters. Annual financial statements are subject to approval by both the KGaA shareholders and the General Partner.

The Articles of Association of FMC-AG & Co. KGaA

The following is a summary of certain material provisions of our Articles of Association. This summary is not complete and is qualified in its entirety by reference to the complete form of Articles of Association of FMC-AG & Co. KGaA. A convenience English translation of our Articles of Association is on file with the SEC and can also be found on the Company's website under www.freseniusmedicalcare.com.

Organization of the Company

The Articles of Association contain several provisions relating to the General Partner.

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Under the Articles of Association, possession of the power to control management of the Company through ownership of the General Partner is conditioned upon ownership of a specific minimum portion of the Company's share capital. Under German law, Fresenius SE could significantly reduce its holdings in the Company's share capital while at the same time retaining its de facto control over the Company's management through its ownership of the shares of the General Partner. The Articles of Association of FMC-AG & Co. KGaA require that a parent company shall hold an interest of more than 25% of the share capital of FMC-AG & Co. KGaA. As a result, the General Partner ceases to be the general partner of FMC-AG & Co. KGaA if its shareholder no longer holds, directly or indirectly, more than 25% of the Company's share capital. The effect of this provision is that Fresenius SE may not reduce its capital participation in FMC-AG & Co. KGaA below such threshold without causing the withdrawal of the General Partner.

The Articles of Association also provide that the General Partner ceases to be the general partner of FMC-AG & Co. KGaA if the shares of the General Partner are acquired by a person who does not make an offer under the German Securities Acquisition and Takeover Act ( Wertpapiererwerbs- und Übernahmegesetz or WpÜG ) to acquire the shares of the Company's other shareholders within three months of the acquisition of the General Partner. As long as our American Depositary Shares are listed on the NYSE, any such offer would also be subject to regulation under Sections 13 and 14 of the Exchange Act. The obligation of the General Partner's new shareholder to make this offer could have the effect of discouraging a change of control of the Company.

The Articles of Association also permit a transfer of all shares in the General Partner to the Company. In this case the Company will be continued as a so-called "unified KGaA" ( Einheits-KGaA ), i.e. a KGaA in which the general partner is a wholly-owned subsidiary of the KGaA. Pursuant to the Articles of Association, the control over the General Partner in such a "unified KGaA" would be exercised by the Supervisory Board through its power to appoint the supervisory board of the General Partner. In the event that the General Partner ceases to be the general partner of FMC-AG & Co. KGaA as described above or for other reasons, the Articles of Association provide for continuation of the Company. The Supervisory Board would then be authorized and obligated to admit as a new general partner of the Company a corporation whose shares are fully owned by the Company. Similar to the case in which the Company acquires all shares of the General Partner, a "unified KGaA" would be formed. Upon the coming into existence of a "unified KGaA" (irrespective of the way it has been created), the shareholders of FMC-AG & Co. KGaA would have the right to decide in a general meeting whether to transform the Company into a stock corporation ( Aktiengesellschaft ); a simple majority of the votes cast would be sufficient for the adoption of the transformation resolution. If the shareholders decline to approve such a transformation, the Company will be continued as a "unified KGaA" with the Supervisory Board exercising the control over the General Partner.

The Articles of Association provide that to the extent that the resolutions of the general meeting are subject to the consent of the general partner, the general partner shall declare or refuse its consent to resolutions adopted by the meeting directly at the general meeting.

The articles of association of a KGaA may be amended only through a resolution of the general meeting adopted by a simple majority of the votes cast and an additional qualified majority (of at least 75% of the share capital represented at the vote) and with the consent of the general partner. Therefore, neither the KGaA shareholders nor the general partner(s) can unilaterally amend the articles of association without the consent of the other. Fresenius SE will, however, continue to be able to exert significant influence over amendments to the Articles of Association through its ownership of a significant percentage of the Company's shares, since such amendments require a qualified majority (of at least 75% of the share capital represented at the vote), and a de facto veto over such amendments through its ownership of the General Partner.

Description of the pooling agreement

Prior to the transformation of legal form of FMC-AG to FMC-AG & Co. KGaA, FMC-AG, Fresenius SE and the independent directors (as defined in the pooling agreements referred to below) of FMC-AG were parties to two pooling agreements for the benefit of the holders of our ordinary shares and the holders of our preference shares (other than Fresenius SE and its affiliates). Upon consummation of the transformation in February 2006 and completion of the conversion offer made to holders of our preference shares in connection with the transformation, we entered into a pooling agreement that we believe provides similar benefits for the shareholders of FMC-AG & Co. KGaA. The following is a summary of the

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material provisions of the pooling agreement which we have entered into with Fresenius SE and the independent directors on the General Partner's supervisory board. The description is qualified in its entirety by the complete text of the pooling agreement, as amended in 2016, a copy of which is on file with the SEC.

The pooling agreement was originally entered into for the benefit of all persons who, from time to time, beneficially own our ordinary shares and our preference shares, including owners of ADSs evidencing such shares, other than Fresenius SE and its affiliates or their agents and representatives. Beneficial ownership is determined in accordance with the beneficial ownership rules of the SEC. Upon completion of the mandatory exchange of our remaining outstanding preference shares for ordinary shares in 2013, our share capital consists solely of ordinary shares.

Under the pooling agreement, no less than one-third of the supervisory board of Management AG, the general partner of FMC-AG & Co. KGaA, must be independent directors, and there must be at least two independent directors. Independent directors on the General Partner's supervisory board are persons without a substantial business or professional relationship with us, Fresenius SE, or any affiliate of either, other than as a member of the Supervisory Board or as a member of the supervisory board of Management AG. The provisions of the pooling agreement relating to independent directors are in addition to the requirement of Rule 10A-3 under the Exchange Act that our audit committee be composed solely of independent directors as defined in that rule. We have identified the members of Management AG's supervisory board who are independent for purposes of our pooling agreement in Item 6.B., "Directors, senior management and employees – The General Partner's Supervisory Board."

Additionally, under the pooling agreement, we, our affiliates, Management AG and Fresenius SE, as well as their affiliates, must comply with all provisions of German law regarding: any merger, consolidation, sale of all or substantially all assets, recapitalization, other business combination, liquidation or other similar action not in the ordinary course of our business, any issuance of shares of our voting capital stock representing more than 10% of our total voting capital stock outstanding, and any amendment to our articles of association which adversely affects any holder of ordinary shares.

Lastly, we and Management AG and Fresenius SE have agreed that while the pooling agreement is in effect, a majority of the independent directors must approve any transaction or contract, or any series of related transactions or contracts, between Fresenius SE, Management AG or any of their affiliates (other than us or our controlled affiliates), on the one hand, and us or our controlled affiliates, on the other hand, which involves aggregate payments in any calendar year in excess of €5 M for each individual transaction or contract, or a related series of transactions or contracts, though restrictions apply with regards to agreements included in previously approved business plans.

Listing of American depositary shares; SEC filings

During the term of the pooling agreement, Fresenius SE has agreed to use its best efforts to exercise its rights as the direct or indirect holder of the general partner interest in Fresenius Medical Care AG & Co. KGaA to cause us to, and we have agreed to:

•: maintain the effectiveness of the deposit agreement for the ordinary shares, or a similar agreement, and to assure that the ADSs evidencing the ordinary shares are listed on either the New York Stock Exchange or the Nasdaq Stock Market;
•: file all reports, required by the New York Stock Exchange or the Nasdaq Stock Market, as applicable, the Securities Act, the Exchange Act and all other applicable laws;
•: prepare all financial statements required for any SEC filing in accordance with U.S. GAAP or, as permitted by amendments made in 2016, IFRS;
•: on an annual basis, prepare audited consolidated financial statements, and, on a quarterly basis, prepare and furnish to the SEC under cover of a Form 6-K, consolidated financial statements in each case prepared in accordance with U.S. GAAP or, as permitted by amendments made in 2016, IFRS;
•: furnish materials to the SEC with respect to annual and special shareholder meetings under cover of Form 6-K and make the materials available to the depositary for distribution to holders of Ordinary Share ADSs; and

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•: make available to the depositary for distribution to holders of ADSs representing our ordinary shares on an annual basis, a copy of any report prepared by the supervisory board or the supervisory board of the general partner and provided to our shareholders generally pursuant to Section 314(2) of the AktG, or any successor provision. These reports concern the results of the supervisory board's examination of the managing board's report on our relation with affiliated enterprises.

Term

The pooling agreement will terminate if:

•: Fresenius SE or its affiliates acquire all our voting shares;
•: Fresenius SE's beneficial ownership of our outstanding share capital is reduced to less than 25%;
•: Fresenius SE or an affiliate of Fresenius SE ceases to own the shares in our general partner Management AG; or
•: We no longer meet the minimum threshold for obligatory registration of the ordinary shares or ADSs representing our ordinary shares under Section 12(g)(1) of the Exchange Act and Rule 12g-1 thereunder.

Amendment

FMC-AG & Co. KGaA and a majority of the independent directors on the General Partner's supervisory board may amend the pooling agreement, provided, that beneficial owners of 75% of the ordinary shares held by shareholders other than Fresenius SE and its affiliates at a general meeting of shareholders approve such amendment.

Enforcement; governing law

The pooling agreement is governed by New York law and may be enforced in the state and federal courts of New York. The Company and Fresenius SE have confirmed their intention to abide by the terms of the pooling agreement as described above.

Managers' transactions

According to Article 19(1) of the MAR, persons discharging managerial responsibilities within an issuer of shares, as well as persons closely associated with them, are obligated to notify the issuer and the competent authority, i.e. for the Company as issuer, the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht or " BaFin "), of every transaction conducted on their own account relating to the shares or debt instruments of the issuer or to derivatives or other financial instrument linked thereto no later than three business days after the date of the transaction, once the volume of all transactions conducted within a calendar year exceeds a total amount of €5,000. Persons discharging managerial responsibilities include, inter alia, the members of management and as well as supervisory boards. We make public the information received through these notifications and publish them on our website in accordance with the MAR. Pursuant to Article 19(11) of the MAR, a person discharging managerial responsibilities within an issuer must not either conduct any transactions on its own account or for the account of a third party, directly or indirectly, relating to, inter alia , the shares or debt instruments of the issuer during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report which the issuer is obliged to make public.

The reporting requirements of Section 16 of the Exchange Act do not apply to the equity securities of a foreign private issuer. Accordingly, the members of the Management Board and supervisory board of the General Partner and of the Supervisory Board of the Company are not subject to these requirements with respect to their ownership of or transactions in our shares, and "short-swing" profit recovery is not available for transactions in our shares. As a foreign private issuer, we are also not subject to rules recently adopted by the SEC that will require U.S. domestic public companies to disclose their practices or policies regarding the ability of their directors, officers or employees (or their respective designees) to purchase financial instruments that are designed to hedge or offset any decrease in the market value of equity securities granted to them as compensation or directly or indirectly held by them.

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Comparison with U.S. and NYSE governance standards and practices

The listing standards of the NYSE require that a U.S. domestic listed company have a majority of independent board members and that the independent directors meet in regularly scheduled sessions without management. U.S. listed companies also must adopt corporate governance guidelines that address director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession, and an annual performance evaluation of the board. Although, as noted above, our status as a foreign private issuer exempts us from these NYSE requirements, several of these concepts are addressed (but not mandated) by the German Corporate Governance Code. The most recent version of the German Corporate Governance Code is dated February 7, 2017. While the German Corporate Governance Code's governance rules applicable to German corporations are not legally binding, companies that do not comply with the German Corporate Governance Code's recommendations must disclose publicly how and for what reason their practices differ from the recommendations of the German Corporate Governance Code. Under the German Corporate Governance Code a well justified deviation from a recommendation may be in the interest of good corporate governance. A convenience translation of our most recent annual "Declaration of Compliance" will be posted on our web site, www.freseniusmedicalcare.com in the section "Corporate Governance" of the Investor Relations page under "Declaration of Compliance" together with our declarations for prior years.

Some of the German Corporate Governance Code's recommendations address the independence and qualifications of supervisory board members. Specifically, the German Corporate Governance Code recommends that the supervisory board shall specify concrete objectives regarding its composition and shall prepare a profile of competence. The objectives regarding its composition shall, inter alia, also take into account potential conflicts of interest. Further, information shall be provided about what the supervisory board regards as the appropriate number of independent supervisory board members, and the names of those members. Our independent Supervisory Board members within the meaning of the German Corporate Governance Code are Mr. Rolf A. Classon, Mr. William P. Johnston, Prof. Dr. Gregor Zünd and Ms. Pascale Witz. Similarly, if a substantial and not merely temporary conflict of interest between a company and a member of its supervisory board arises, the German Corporate Governance Code recommends that the term of that member be terminated. The German Corporate Governance Code further recommends that at any given time not more than two former members of the management board shall serve on the supervisory board. The Company's Supervisory Board includes three members who also serve on the supervisory board of the General Partner, two of whom serve on our Audit and Governance Committee and are independent under a specific provision of SEC Rule 10A-3 and NYSE rule 303A.06 (the audit committee rules of the SEC and the NYSE, respectively) relating to such dual board service. While we are exempt from both the NYSE requirement to have a majority of independent directors on our Supervisory Board and the independence criteria in the NYSE governance rules in addition to those in the audit committee rule, our pooling agreement requires that at least one-third (but not less than two) members of the General Partner's supervisory board be "independent" within the meaning of the pooling agreement. See Item 6.A, "Directors, senior management and employees – Directors and senior management – The General Partner's Supervisory Board" and "Description of the pooling agreement" above. We are not subject to the disclosure requirements of the SEC proxy rules, which require U.S. issuers to include in SEC filings a discussion of the specific experience, qualifications, attributes or skills that led to directors' inclusion as board members. However, under the German Corporate Governance Code, the composition of the supervisory board has to ensure that its members collectively have the knowledge, skills, and professional expertise required to properly perform all duties.

Recommendations of the German Corporate Governance Code with which we do not currently comply include Code number 4.2.3 paragraph 2 sentence 6 and Code number 4.2.5 paragraph 3 of the German Corporate Governance Code pursuant to which the amount of compensation for Management Board members shall be capped, both overall and for variable compensation components and the maximum and minimum achievable compensation for variable compensation components shall be presented for each individual member of the Management Board in the compensation report by using corresponding model tables. The service agreements with members of the Management Board do not provide for caps regarding specific amounts for all compensation components and accordingly not for caps regarding specific amounts for the overall compensation. The performance-oriented short-term compensation (the variable bonus) is capped. As regards stock options, phantom stock and performance shares as compensation components with long-term incentives, the service agreements with members of the Management Board do provide for a possibility of limitation but not for caps regarding specific amounts. Introducing caps regarding specific

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amounts in relation to such stock-based compensation components would contradict the basic idea of the members of the Management Board participating appropriately in the economic risks and opportunities of the Company. Instead of that, we pursue a flexible concept considering each individual case. In situations of extraordinary developments in relation to the stock-based compensation which are not related to the performance of the Management Board, the stock-based compensation may be capped. Irrespective thereof, we continue to present the compensation system and the amounts paid to members of the Management Board in the compensation report in a comprehensive and transparent manner. The compensation report includes tables relating to the value of the benefits granted as well as to the allocation in the year under review which follow the structure and largely also the specifications of the model tables.

Furthermore, we do not comply with Code number 4.2.3 paragraph 4 of the German Corporate Governance Code according to which care shall be taken to ensure that payments made to a Management Board member on premature termination of his/her contract, including fringe benefits, do not exceed the value of two years' compensation (severance payment cap) and compensate no more than the remaining term of the employment contract. The severance payment cap shall be calculated on the basis of the total compensation for the past full financial year and, if appropriate, also the expected total compensation for the current financial year. The employment contracts of the members of the Management Board do not contain severance payment arrangements for the case of premature termination of the contract and consequentially do not contain a limitation of any severance payment amount insofar. Uniform severance payment arrangements of this kind would contradict the concept practiced by us in accordance with the AktG according to which employment contracts of the members of the Management Board are, in principle, concluded for the period of their appointment. They would also not allow for a well-balanced assessment in the individual case.

Pursuant to Code number 5.1.2 paragraph 2 sentence 3 of the German Corporate Governance Code, an age limit shall be specified for members of the Management Board. As in the past, we will refrain from determining an age limit for members of the Management Board in the future. Complying with this recommendation would unduly limit the selection of qualified candidates.

Finally, pursuant to Code number 5.4.1 paragraph 2 and paragraph 3 of the German Corporate Governance Code, the Supervisory Board shall specify concrete objectives regarding its composition and shall prepare a profile of competence for the entire Supervisory Board. Within the company-specific situation the composition of the Supervisory Board shall reflect appropriately the international activities of the company, potential conflicts of interest, the number of independent Supervisory Board members within the meaning of Code number 5.4.2, an age limit and a regular limit to Supervisory Board members' term of office, both to be specified, as well as diversity. Proposals by the Supervisory Board to the General Meeting shall take these targets into account, while simultaneously aiming at fulfilling the profile of competence of the entire Supervisory Board. The status of the implementation shall be published in the Corporate Governance Report. These recommendations are partly not met. The composition of the Supervisory Board needs to be aligned to the enterprise's interest and has to ensure the effective supervision and consultation of the Management Board. Hence, it is a matter of principle and of prime importance that each member is suitably qualified. When discussing its election proposals to the General Meeting, the Supervisory Board will take into account the international activities of the enterprise, potential conflicts of interest, the number of independent Supervisory Board members within the meaning of Code number 5.4.2, and diversity, while simultaneously aiming at fulfilling the profile of competence of the entire Supervisory Board. In the enterprise's interest not to limit the selection of qualified candidates in a general way, the Supervisory Board, however, confines itself to pursue self-defined targets for the representation of female Supervisory Board members and particularly refrains from an age limit and from a duration limit on the term of membership. Instead, the Supervisory Board shall also consist of members with long-term experience and thus individuals who are generally older in order to ensure a balanced ratio of Supervisory Board members of diverse age and various terms of membership. Following the necessary detailed preparation, the Supervisory Board has developed the profile of competence for the entire Supervisory Board and resolved upon it on March 14, 2018. Since then, the Supervisory Board takes into consideration such profile of competence when discussing its election proposals to the General Meeting, and the respective recommendations pursuant to Code number 5.4.1 paragraph 2 sentence 1 and paragraph 4 sentence 1 are thus met.

Pursuant to the act on the equal participation of women and men in executive positions in private companies, the Supervisory Board of Fresenius Medical Care AG & Co. KGaA is required to define targets for the inclusion of women on the Supervisory Board as well as an adequate implementation period to achieve these targets. The Supervisory Board of Fresenius Medical Care AG & Co. KGaA resolved to

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set the target for women as Supervisory Board members at two until June 30, 2017. By resolution passed on May 9, 2017, the Supervisory Board of Fresenius Medical Care AG & Co. KGaA has set this target at 30% and has defined an implementation period ending on May 10, 2022. As a consequence of Ms. Deborah Doyle McWhinney's resignation from the Supervisory Board effective November 1, 2018, Ms. Pascale Witz is currently the only woman on the Supervisory Board. See Item 6, "Directors, senior management and employees." The Supervisory Board intends to propose to the next General Meeting a woman for election to the Supervisory Board. The legislation does not require that companies in our legal form define targets for women's participation on the Management Board.

As noted in the Introduction, as a company listed on the NYSE, we are required to maintain an audit committee in accordance with Rule 10A-3 under the Exchange Act. The NYSE's listing standards applicable to U.S. domestic listed companies require that such companies also maintain a nominating committee to select nominees to the board of directors and a compensation committee, each consisting solely of directors who are "independent" as defined in the NYSE's governance rules.

In contrast to U.S. practice, with one exception, German corporate law does not mandate the creation of specific supervisory board committees, independent or otherwise. In certain cases, German corporations are required to establish what is called a mediation committee with a charter to resolve any disputes among the members of the supervisory board that may arise in connection with the appointment or dismissal of members of the management board. The AktG provides that the supervisory board may establish, and the German Corporate Governance Code recommends that a supervisory board establish, an audit committee to handle the formal engagement of the company's independent auditors once they have been approved by the general meeting of shareholders. Under the AktG, an audit committee should supervise the monitoring of the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit function as well as the annual auditing, in particular the selection and the independence of the external auditor and the additional services rendered by the external auditor. Pursuant to Section 319a paragraph 3 of the German Commercial Code, the audit committee is responsible for the pre-approval of legally permitted non-audit services by the auditor. Under the German Corporate Governance Code, the audit committee shall – unless another committee is entrusted therewith – also handle, inter alia, the monitoring of the accounting and the accounting process, the effectiveness of the internal control system, the audit and compliance. Most of these functions are also the responsibility of the audit committee under the NYSE and SEC audit committee rules. Our Audit and Corporate Governance Committee within the Supervisory Board, which functions in each of these areas, also serves as our audit committee as required by SEC Rule 10A-3 and the NYSE rules. It is also conducting, with the assistance of independent counsel, an investigation into allegations of conduct in countries outside the U.S. and Germany that may violate the FCPA or other anti-bribery laws. See "Item 15.B. Management's annual report on internal control over financial reporting" and note 22 of the notes to our consolidated financial statements included in this report.

In practice, the supervisory boards of many German companies have also constituted other committees to facilitate the work of the supervisory board. For example, a presidential committee is frequently constituted to deal with executive compensation and nomination issues as well as service agreements with members of the supervisory board. Under the NYSE compensation committee rule, as amended to implement SEC Rule 10C-1 adopted under the Dodd-Frank Act, NYSE-listed companies must maintain a compensation committee consisting solely of independent directors, with independence to be determined considering all relevant factors. Under the NYSE rules, foreign private issuers such as FMC-AG & Co. KGaA continue to be exempt from all requirements to maintain an independent compensation committee. At the present time, we do not maintain a compensation committee. These functions are carried out by our General Partner's supervisory board, as a whole, assisted with respect to compensation matters by its Human Resources Committee. See Item 6.B, "Directors, senior management and employees – Compensation – Compensation of the Management Board" and Item 6.C, "Directors, senior management and employees – Board practices." We have also established a nomination committee and the Joint Committee ( Gemeinsamer Ausschuss ), the latter being a joint committee of Management AG and FMC-AG & Co. KGaA consisting of two members of each supervisory board to advise and decide on certain extraordinary management measures.

For information regarding the members of our Audit and Corporate Governance Committee as well as the functions of the Audit and Corporate Governance Committee, the Joint Committee, the Nomination Committee, and our General Partner's Regulatory and Reimbursement Assessment Committee, see Item 6.C, "Directors, senior management and employees – Board practices."

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Part III

Item 17. Financial statements

Not applicable. See "Item 18. Financial statements."

Item 18. Financial statements

The information called for by this item commences on Page F-1.

Item 19. Exhibits

Pursuant to the provisions of the Instructions for the filings of Exhibits to Annual Reports on Form 20-F, Fresenius Medical Care AG & Co. KGaA (the "Registrant") is filing the following exhibits:


	1.1		Articles of Association (Satzung) of the Registrant (incorporated by reference to Exhibit 1.1 to the Registrant's Report on Form 6-K for the month of August 2016, furnished August 2, 2016).
	2.1		Amended and Restated Deposit Agreement dated as of April 30, 2018 between The Bank of New York Mellon and the Registrant relating to ordinary share ADSs (incorporated by reference to Exhibit 2.1 to the Registrant's Report on Form 6-K for the month of May 2018, furnished May 3, 2018).
	2.2		Form of American Depositary Receipt for American Depositary Shares representing ordinary shares (incorporated by reference to Exhibit A to the Amended and Restated Deposit Agreement dated as of April 30, 2018 furnished on May 3, 2018).
	2.3		Pooling Agreement dated February 13, 2006 by and between Fresenius AG, Fresenius Medical Care Management AG and the individuals acting from time to time as Independent Directors. (incorporated by reference to Exhibit 2.3 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2005, filed March 2, 2006).
	2.4		Amendment to the Pooling Agreement dated September 28, 2016 by and between Fresenius AG, Fresenius Medical Care Management AG acting for itself and in its capacity as general partner of Fresenius Medical Care AG & Co. KGaA, Mr. William P. Johnston in his capacity as a GP Independent Director and Mr. Rolf A. Classon in his capacity as a GP Independent Director. (incorporated by reference to Exhibit 2.3 to the Registrant's Report on Form 6-K for the month of October 2016, furnished October 27, 2016).
	2.5		Indenture (euro denominated) dated as of February 2, 2011 by and among FMC Finance VII S.A., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, and Deutsche Bank Aktiengesellschaft, as Paying Agent, related to the 5.25% Senior Notes due 2021 of FMC Finance VII S.A. (incorporated by reference to Exhibit 2.20 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2010, filed February 23, 2011).
	2.6		Form of Note Guarantee for 5.25% Senior Notes due 2021 (included in Exhibit 2.5) (incorporated by reference to Exhibit 2.21 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2010, filed February 23, 2011).
	2.7		Indenture (dollar denominated) dated as of February 2, 2011 by and among Fresenius Medical Care US Finance, Inc., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 5.75% Senior Notes due 2021 of Fresenius Medical Care US Finance, Inc. (incorporated by reference to Exhibit 2.22 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2010, filed February 23, 2011).
	2.8		Form of Note Guarantee for 5.75% Senior Notes due 2021 (included in Exhibit 2.7) (incorporated by reference to Exhibit 2.23 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2010, filed February 23, 2011).
	2.9		Indenture (dollar-denominated) dated as of January 26, 2012 by and among Fresenius Medical Care US Finance II, Inc., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 5 ⁵ / 8 % Senior Notes due 2019 of Fresenius Medical Care US Finance II, Inc. (incorporated by reference to Exhibit 2.19 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).

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	2.10		Form of Note Guarantee for 5 ⁵ / 8 % Senior Notes due 2019 (included in Exhibit 2.13) (incorporated by reference to Exhibit 2.20 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).
	2.11		Indenture (dollar-denominated) dated as of January 26, 2012 by and among Fresenius Medical Care US Finance II, Inc., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 5 ⁷ / 8 % Senior Notes due 2022 of Fresenius Medical Care US Finance II, Inc. (incorporated by reference to Exhibit 2.21 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).
	2.12		Form of Note Guarantee for 5 ⁷ / 8 % Senior Notes due 2022 (included in Exhibit 2.15) (incorporated by reference to Exhibit 2.22 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).
	2.13		Indenture (euro-denominated) dated as of January 26, 2012 by and among FMC Finance VIII S.A., the Registrant and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, and Deutsche Bank Aktiengesellschaft, as Paying Agent, related to the 5.25% euro-denominated Senior Notes due 2019 of FMC Finance VIII S.A. (incorporated by reference to Exhibit 2.23 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).
	2.14		Form of Note Guarantee for 5.25% euro-denominated Senior Notes due 2019 (included in Exhibit 2.17) (incorporated by reference to Exhibit 2.24 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2011, filed February 23, 2012).
	2.15		Indenture dated as of October 29, 2014 by and among Fresenius Medical Care US Finance II, Inc., the Company and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 4.125% Senior Notes due 2020 of Fresenius Medical Care US Finance II, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Report on Form 6-K for the month of November 2014, furnished November 4, 2014).
	2.16		Form of Note Guarantee for 4.125% Senior Notes due 2020 (included in Exhibit 2.19) (incorporated by reference to Exhibit 10.2 to the Registrant's Report on Form 6-K for the month of November 2014, furnished November 4, 2014).
	2.17		Indenture dated as of October 29, 2014 by and among Fresenius Medical Care US Finance II, Inc., the Company and the other Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the 4.75% Senior Notes due 2024 of Fresenius Medical Care US Finance II, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant's Report on Form 6-K for the month of November 2014, furnished November 4, 2014).
	2.18		Form of Note Guarantee for 4.75% Senior Notes due 2024 (included in Exhibit 2.21) ((incorporated by reference to Exhibit 10.4 to the Registrant's Report on Form 6-K for the month of November 2014, furnished November 4, 2014).
	2.19		Terms & Conditions (euro-denominated) dated as of September 16, 2014 by and among Fresenius Medical Care AG & Co. KGaA, the Issuer, and Merrill Lynch International, Commerzbank Aktiengesellschaft, and Société Générale, as Joint Bookrunners, related to the 1.125% Equity-neutral Convertible Senior Notes due 2020 of Fresenius Medical AG & Co. KGaA (incorporated by reference to Exhibit 10.5 to the Registrant's Report on Form 6-K for the month of November 2014, furnished November 4, 2014).
	2.20		Final Terms dated July 9, 2018 for EUR 500,000,000 Fixed Rate Euro-Denominated Bonds due 2025 (incorporated by reference to Exhibit 2.24 to the Registrant's Report on Form 6-K for the month of October 2018, furnished October 30, 2018).
	2.21		Credit Agreement dated as of October 30, 2012 among the Registrant, Fresenius Medical Care Holdings, Inc., and certain subsidiaries of the Registrant as borrowers and guarantors, Bank of America N.A., as administrative agent, Deutsche Bank AG New York Branch, as sole syndication agent, Commerzbank AG, New York Branch, JPMorgan Chase Bank, National Association, The Bank of Nova Scotia, Suntrust Bank, Unicredit Bank AG, New York Branch, and Wells Fargo Bank, National Association, as co-documentation agents, and the lenders named therein (incorporated by reference to Exhibit 2.25 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2012, filed February 26, 2013).

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	2.22		Amendment No. 1 dated November 25, 2014 to Credit Agreement (incorporated by reference to Exhibit 2.31 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2014, filed February 25, 2015).
	2.23		Amendment No. 2 dated July 11, 2017 to the 2012 Credit Agreement (incorporated by reference to Exhibit 2.34 to the Registrant's Report on Form 6-K for the month of November 2017, furnished November 2, 2017).
	2.24		Seventh Amended and Restated Transfer and Administration Agreement dated as of November 24, 2014 by and among NMC Funding Corporation, as Transferor, National Medical Care, Inc., as initial collection agent, Liberty Street Funding LLC, and other conduit investors party thereto, the financial institutions party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Barclays Bank PLC, Credit Agricole Corporate and Investment Bank, New York, PNC Bank, National Association, Royal Bank of Canada, as administrative agents, and The Bank of Nova Scotia, as an administrative agent and as agent (incorporated by reference to Exhibit 2.33 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2014, filed February 25, 2015).
	2.25		Amendment No. 1 dated December 6, 2016 to Seventh Amended and Restated Transfer and Administration Agreement (incorporated by reference to Exhibit 2.30 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2016, filed February 22, 2017).
	2.26		Second Amended and Restated Receivables Purchase Agreement dated January 17, 2013 between National Medical Care, Inc. and NMC Funding Corporation (incorporated by reference to Exhibit 2.39 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2012, filed February 26, 2013).
	2.27		Amendment No. 1 dated November 24, 2014 to Second Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 2.35 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2014, filed February 25, 2015).
	2.28		Amendment No. 2 dated December 6, 2016 to Second Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 2.33 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2016, filed February 22, 2017).
	2.29		Amendment No. 2 dated December 20, 2018 to Seventh Amended and Restated Transfer and Administration Agreement (filed herewith).
	2.30		Amendment No. 3 dated December 20, 2018 to Second Amended and Restated Receivables Purchase Agreement (filed herewith).
	4.1		Lease Agreement for Manufacturing Facilities dated January 1, 2017 by and between Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt Schweinfurt KG and Fresenius Medical Care Deutschland GmbH (incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2016, filed February 22, 2017).
	4.2		Lease Agreement for Manufacturing Facilities dated January 1, 2017 by and between Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt St. Wendel KG and Fresenius Medical Care Deutschland GmbH (incorporated by reference to Exhibit 4.5 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2016, filed February 22, 2017).
	4.3		Trademark License Agreement dated September 27, 1996 by and between Fresenius AG and FMC-AG. (Incorporated by reference to Exhibit 10.8 to FMC-AG's Registration Statement on Form F-1, Registration No. 333-05922, filed November 16, 1996).
	4.4		Technology License Agreement (Biofine) dated September 27, 1996 by and between Fresenius AG and FMC-AG (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form F-1 of FMC-AG, Registration No. 333-05922, filed November 16, 1996).
	4.5		Cross-License Agreement dated September 27, 1996 by and between Fresenius AG and FMC-AG (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form F-1 of FMC-AG, Registration No. 333-05922, filed November 16, 1996).
	4.6		English convenience translation of the Stock Option Plan 2011 of Fresenius Medical Care AG & Co. KGaA (incorporated by reference to Exhibit 10.2 to the Registrant's Report on Form 6-K for the month of August 2011, furnished August 2, 2011).

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	4.7		English convenience translation of the Phantom Stock Plan 2011 of Fresenius Medical Care AG & Co. KGaA (incorporated by reference to Exhibit 10.5 to the Registrant's Report on Form 6-K for the month of August 2011, furnished August 2, 2011).
	4.8		English convenience translation of the Fresenius Medical Care & Co. KGaA Long Term Incentive Plan 2016 (incorporated by reference to Exhibit 4.25 of the Registrant's Report on Form 6-K for the month of October, furnished October 27, 2016).
	4.09		Agreement and Plan of Merger by and among Bio-Medical Applications Management Company, Inc., PB Merger Sub, Inc., Liberty Dialysis Holdings, Inc., certain stockholders of Liberty Dialysis Holdings, Inc., LD Stockholder Representative, LLC, and Fresenius Medical Care Holdings, Inc. dated as of August 1, 2011(incorporated by reference to Exhibit 10.5 to the Registrant's Report of Form 6 K for the month of November 2011, furnished November 3, 2011). ⁽¹⁾
	4.10		General Agreement 2013 (mainly related to information technology services) dated May 8, 2013 by and between FMC-AG and Fresenius Netcare GmbH. (incorporated by reference to Exhibit 4.32 to the Registrant's Report on Form 6-K for the month of July 2013, filed July 30, 2013).
	4.11		Second Amended and Restated Loan Note dated November 30, 2017, among the Registrant and certain of its U.S. subsidiaries as borrowers and Fresenius SE & Co. KGaA or its specified subsidiary as lender (incorporated by reference to Exhibit 4.16 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2017, filed February 27, 2018).
	4.12		Stock Purchase and Contribution Agreement dated as of June 13, 2014 by and among Sound Inpatient Physicians, Inc., of Sound Inpatient Holdings, LLC, Sound Inpatient Physicians Holdings, LLC and the Registrant (incorporated by reference to Exhibit 4.28 to the Registrant's Report on Form 6-K for the month of July 2014, furnished July 31, 2014). ⁽¹⁾ ⁽²⁾
	4.13		Agreement and Plan of Merger dated April 20, 2018 by and among Ironman Holdco, Inc., Ironman Intermediate Holdco, LLC, Ironman Merger Sub, LLC, Ironman Holdco II, LLC, Ironman Merger Sub II, Inc., Sound Inpatient Physicians Holdings, LLC, Fresenius Medical Care Holdings, Inc., for itself and in its capacity as sellers' representative, and certain managers and joinder parties party thereto (incorporated by reference to Exhibit 4.19 to the Registrant's Report on Form 6-K for the month of May 2018, furnished May 3, 2018). ⁽³⁾
	4.14		Agreement and Plan of Merger, dated as of August 7, 2017, by and among Fresenius Medical Care Holdings, Inc., Broadway Renal Services, Inc., and NxStage Medical, Inc. ("NxStage") (incorporated by reference to Exhibit 2.21 to NxStage's Current Report on Form 8-K dated August 5, 2017, filed August 7, 2017).*
	8.1		List of Significant Subsidiaries. Our significant subsidiaries are identified in "Item 4.C. Information on the Company – Organizational structure."
	11.1		Code of Business Conduct. A copy of the Registrant's Code of Business Conduct is available on the Registrant's web site at: https://www.freseniusmedicalcare.com/fileadmin/data/com/pdf/About_us/Br_Code_of_Ethics_240x175mm_GB_w.pdf
	12.1		Certification of Chief Executive Officer of the general partner of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	12.2		Certification of Chief Financial Officer of the general partner of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	13.1		Certification of Chief Executive Officer and Chief Financial Officer of the general partner of the Registrant Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). (This Exhibit is furnished herewith, but not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we explicitly incorporate it by reference.)
	14.1		Consent of KPMG, independent registered public accounting firm (filed herewith).

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	101		The following financial statements as of and for the twelve-month period ended December 31, 2018 from the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2018, 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 (filed herewith).

(1): Confidential treatment has been granted as to certain portions of this document in accordance with the applicable rules of the Securities and Exchange Commission.
(2): Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.
*: The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Copies of such schedules will be furnished to the SEC upon its request; provided, however, that confidential treatment may be requested pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.
(3): Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission; provided, however, that confidential treatment may be requested pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.

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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: February 20, 2019


		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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Index of financial statements


Audited consolidated financial statements
Management's annual report on internal control over financial reporting			F-2
Report of independent registered public accounting firm			F-3
Report of independent registered public accounting firm on internal control over financial reporting			F-4
Consolidated statements of income for the years ended December 31, 2018, 2017 and 2016			F-5
Consolidated statements of comprehensive income for the years ended December 31, 2018, 2017 and 2016			F-6
Consolidated balance sheets as of December 31, 2018 and 2017			F-7
Consolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016			F-8
Consolidated statements of shareholders' equity for the years ended December 31, 2018, 2017 and 2016			F-9
Notes to consolidated financial statements			F-10

F-1

Table of Contents

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed by or under the supervision of the Company's chief executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with International Financial Reporting Standards.

As of December 31, 2018, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management's assessment follows the guidance for management of the evaluation of internal controls over financial reporting released by the Securities and Exchange Commission on May 23, 2007. Based on this assessment, management has determined that the Company's internal control over financial reporting is effective as of December 31, 2018.

The Company's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurance that the Company's transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

The Company's internal control over financial reporting as of December 31, 2018 has been audited by KPMG AG Wirtschaftsprüfungsgesellschaft, an independent registered public accounting firm, as stated in their report included on page F-4.


Date: February 20, 2019	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

F-2

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board of
Fresenius Medical Care AG & Co. KGaA:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Fresenius Medical Care AG & Co. KGaA and subsidiaries ("Fresenius Medical Care" or the "Company") as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission, and our report dated February 20, 2019 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Change in Accounting Principles

As discussed in Note 1 x) to the consolidated financial statements, the Company has changed its method of accounting for revenue from contracts with customers and financial instruments in fiscal year 2018 due to the adoption of IFRS 15 Revenue From Contracts With Customers and IFRS 9 Financial Instruments, respectively. The Company adopted the new revenue standard retrospectively using the cumulative effect method and adopted the new financial instruments standard using the modified retrospective approach.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

We have served as the Company's auditor since 1996.

Frankfurt am Main, Germany
February 20, 2019

F-3

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board of
Fresenius Medical Care AG & Co. KGaA:

Opinion on Internal Control Over Financial Reporting

We have audited Fresenius Medical Care AG & Co. KGaA's and subsidiaries' ("Fresenius Medical Care" or the "Company") internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the "consolidated financial statements"), and our report dated February 20, 2019 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Frankfurt am Main, Germany
February 20, 2019

F-4

Table of Contents

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated statements of income
in € thousands ("THOUS"), except per share data

	Note

Revenue:
Health care services		13,264,289		14,531,636		13,505,363
Health care products		3,282,584		3,251,936		3,064,352

	4a, 26	16,546,873		17,783,572		16,569,715
Costs of revenue:
Health care services		9,899,714		10,347,512		9,631,341
Health care products		1,492,416		1,417,806		1,322,428

		11,392,130		11,765,318		10,953,769
Gross profit		5,154,743		6,018,254		5,615,946
Operating (income) expenses:
Selling, general and administrative	4b	2,865,679		3,618,073		3,132,715
(Gain) loss related to divestitures of Care Coordination activities	4c	(809,003	)	(25,763	)	(13,543	)
Research and development	4d	133,615		130,704		146,511
Income from equity method investees	26	(73,346	)	(67,199	)	(58,639	)

Operating income		3,037,798		2,362,439		2,408,902
Other (income) expense:
Interest income	4g	(147,409	)	(51,375	)	(63,401	)
Interest expense	4g	448,471		416,199		426,809

Income before income taxes		2,736,736		1,997,615		2,045,494
Income tax expense	4h	511,079		443,081		625,442
Net income		2,225,657		1,554,534		1,420,052
Net income attributable to noncontrolling interests		243,733		274,746		276,072

Net income attributable to shareholders of FMC-AG &Co. KGaA		1,981,924		1,279,788		1,143,980



Basic earnings per share	19	6.47		4.17		3.74



Fully diluted earnings per share	19	6.45		4.16		3.73

The following notes are an integral part of the consolidated financial statements.

F-5

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated statements of comprehensive income
in € THOUS

	Note

Net income		2,225,657		1,554,534		1,420,052
Other comprehensive income (loss):
Components that will not be reclassified to profit or loss:
Actuarial gains (losses) on defined benefit pension plans	16,24	(28,070	)	6,840		(31,423	)
Income tax (expense) benefit related to components of other comprehensive income not reclassified	16,24	7,713		(27,393	)	7,085

		(20,357	)	(20,553	)	(24,338	)

Components that may be reclassified subsequently to profit or loss:
Gain (loss) related to foreign currency translation	24	327,317		(1,284,173	)	368,429
Gain (loss) related to cash flow hedges ⁽¹⁾	23,24	23,560		27,983		25,111
Income tax (expense) benefit related to components of other comprehensive income that may be reclassified	23,24	(6,734	)	(8,407	)	(7,039	)

		344,143		(1,264,597	)	386,501

Other comprehensive income (loss), net of tax		323,786		(1,285,150	)	362,163

Total comprehensive income		2,549,443		269,384		1,782,215
Comprehensive income attributable to noncontrolling interests		285,691		150,611		310,580

Comprehensive income attributable to shareholders of FMC-AG & Co. KGaA		2,263,752		118,773		1,471,635

(1): Including cost of hedging in the amount of €(1,335) for the twelve months ended December 31, 2018.

The following notes are an integral part of the consolidated financial statements.

F-6

Table of Contents

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated balance sheets
in € THOUS, except share data

	Note

Assets
Cash and cash equivalents	6	2,145,632		978,109
Trade accounts and other receivables	7	3,337,706		3,389,326
Accounts receivable from related parties	5	92,662		111,643
Inventories	8	1,466,803		1,290,779
Other current assets	9	804,083		604,450

Total current assets		7,846,886		6,374,307
Property, plant and equipment	10	3,836,010		3,491,771
Intangible assets	11	681,331		683,058
Goodwill	11	12,209,606		12,103,921
Deferred taxes	4h	345,686		315,168
Investment in equity method investees	26	649,780		647,009
Other non-current assets		672,969		409,981

Total non-current assets		18,395,382		17,650,908

Total assets		26,242,268		24,025,215



Liabilities
Accounts payable		641,271		590,493
Accounts payable to related parties	5	153,781		147,349
Current provisions and other current liabilities	12	2,904,288		2,858,730
Short-term debt	13	1,205,294		760,279
Short-term debt from related parties	13	188,900		9,000
Current portion of long-term debt and capital lease obligations	14	1,106,519		883,535
Income tax payable		68,229		50,507

Total current liabilities		6,268,282		5,299,893
Long-term debt and capital lease obligations, less current portion	14	5,045,515		5,794,872
Non-current provisions and other non-current liabilities	15	750,738		1,004,672
Pension liabilities	16	551,930		530,559
Income tax payable		97,324		99,493
Deferred taxes	4h	626,521		467,540

Total non-current liabilities		7,072,028		7,897,136

Total liabilities		13,340,310		13,197,029
Shareholders' equity
Ordinary shares, no par value, €1.00 nominal value, 384,822,972 shares authorized, 307,878,652 issued and 306,878,701 outstanding as of December 31, 2018 and 385,913,972 shares authorized, 308,111,000 issued and 306,451,049 outstanding as of December 31, 2017 respectively	17	307,879		308,111
Treasury stock, at cost	17	(50,993	)	(108,931	)
Additional paid-in capital	17	3,873,345		3,969,245
Retained earnings	17	8,831,930		7,137,255
Accumulated other comprehensive income (loss)	24	(1,203,750	)	(1,485,578	)

Total FMC-AG & Co. KGaA shareholders' equity		11,758,411		9,820,102
Noncontrolling interests	17	1,143,547		1,008,084

Total equity		12,901,958		10,828,186

Total liabilities and equity		26,242,268		24,025,215

The following notes are an integral part of the consolidated financial statements.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated statements of cash flows
in € THOUS

	Note

Operating activities
Net income		2,225,657		1,554,534		1,420,052
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,11,26	724,847		735,479		701,536
Change in deferred taxes, net		89,171		(203,046	)	232
(Gain) loss on sale of fixed assets, investments and divestitures		(807,106	)	(94,123	)	(5,381	)
Compensation expense related to share-based plans	20	10,745		46,811		27,433
Investments in equity method investees, net		(28,369	)	(57,009	)	(52,948	)
Changes in assets and liabilities, net of amounts from businesses acquired:
Trade accounts and other receivables		(188,866	)	(194,087	)	(246,926	)
Inventories		(157,092	)	(62,692	)	(60,230	)
Other current and non-current assets		(95,251	)	176,115		47,314
Accounts receivable from related parties		18,376		95,025		(71,773	)
Accounts payable to related parties		4,480		(110,375	)	120,745
Accounts payable, provisions and other current and non-current liabilities		363,910		638,501		347,073
Paid interest		(311,971	)	(340,632	)	(354,246	)
Received interest		56,809		37,601		44,602
Income tax payable		514,957		644,866		565,396
Paid income taxes		(358,386	)	(675,157	)	(550,906	)

Net cash provided by (used in) operating activities		2,061,911		2,191,811		1,931,973

Investing activities
Purchases of property, plant and equipment		(1,057,276	)	(944,460	)	(930,520	)
Proceeds from sale of property, plant and equipment		54,529		103,225		15,957
Acquisitions and investments, net of cash acquired, and purchases of intangible assets	3,25	(925,267	)	(565,694	)	(521,800	)
Proceeds from divestitures	3,25	1,682,975		415,388		190,247

Net cash provided by (used in) investing activities		(245,039	)	(991,541	)	(1,246,116	)

Financing activities
Proceeds from short-term debt		650,634		443,996		805,191
Repayments of short-term debt		(205,790	)	(241,309	)	(342,505	)
Proceeds from short-term debt from related parties		217,646		122,079		124,300
Repayments of short-term debt from related parties		(37,746	)	(116,079	)	(138,800	)
Proceeds from long-term debt		612,388		582,311		2,071
Repayments of long-term debt and capital lease obligations		(1,076,204	)	(1,099,329	)	(662,823	)
Increase (decrease) of accounts receivable securitization program		(298,912	)	157,564		112,025
Proceeds from exercise of stock options		47,404		47,591		47,467
Purchase of treasury stock	17	(37,221	)	(57,938	)	—
Dividends paid	17	(324,838	)	(293,973	)	(244,251	)
Distributions to noncontrolling interests		(296,293	)	(386,340	)	(294,302	)
Contributions from noncontrolling interests		67,196		42,797		71,910

Net cash provided by (used in) financing activities		(681,736	)	(798,630	)	(519,717	)

Effect of exchange rate changes on cash and cash equivalents		32,387		(132,413	)	38,012
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents		1,167,523		269,227		204,152
Cash and cash equivalents at beginning of period		978,109		708,882		504,730

Cash and cash equivalents at end of period	6	2,145,632		978,109		708,882

The following notes are an integral part of the consolidated financial statements.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated statements of shareholders' equity
in € THOUS, except share data

																				Accumulated other comprehensive income (loss)

		Ordinary shares						Treasury stock												Accumulated other comprehensive income (loss)									Total FMC-AG & Co. KGaA shareholders' equity
	Note	Number of shares			No par value			Number of shares			Amount			Additional paid in capital			Retained earnings			Foreign currency translation			Cash flow hedges			Pensions			Total FMC-AG & Co. KGaA shareholders' equity			Noncontrolling interests			Total equity
Balance at December 31, 2015			312,863,071			312,863			(7,548,951	)		(384,966	)		4,224,395			5,369,493			(364,636	)		(55,271	)		(232,311	)		8,869,567			936,024			9,805,591



Proceeds from exercise of options and related tax effects	20		907,720			908			—			—			41,029			—			—			—			—			41,937			—			41,937
Compensation expense related to stock options	20		—			—			—			—			23,210			—			—			—			—			23,210			—			23,210
Withdrawal of treasury stock	17		(6,549,000	)		(6,549	)		6,549,000			333,973			(327,424	)		—			—			—			—			—			—			—
Dividends paid	17		—			—			—			—			—			(244,251	)		—			—			—			(244,251	)		—			(244,251	)
Purchase/ sale of noncontrolling interests			—			—			—			—			(1,095	)		—			—			—			—			(1,095	)		63,974			62,879
Contributions from/ to noncontrolling interests			—			—			—			—			—			—			—			—			—			—			(237,103	)		(237,103	)
Noncontrolling interests subject to put provisions	23		—			—			—			—			—			(183,346	)		—			—			—			(183,346	)		—			(183,346	)
Net Income			—			—			—			—			—			1,143,980			—			—			—			1,143,980			276,072			1,420,052
Other comprehensive income (loss) related to:
Foreign currency translation	24		—			—			—			—			—			—			338,617			(908	)		(3,788	)		333,921			34,508			368,429
Cash flow hedges, net of related tax effects	24		—			—			—			—			—			—			—			18,072			—			18,072			—			18,072
Pensions, net of related tax effects	16		—			—			—			—			—			—			—			—			(24,338	)		(24,338	)		—			(24,338	)

Comprehensive income			—			—			—			—			—			—			—			—			—			1,471,635			310,580			1,782,215

Balance at December 31, 2016			307,221,791			307,222			(999,951	)		(50,993	)		3,960,115			6,085,876			(26,019	)		(38,107	)		(260,437	)		9,977,657			1,073,475			11,051,132



Proceeds from exercise of options and related tax effects	20		889,209			889			—			—			42,944			—			—			—			—			43,833			—			43,833
Compensation expense related to stock options	20		—			—			—			—			11,736			—			—			—			—			11,736			—			11,736
Purchase of treasury stock	17		—			—			(660,000	)		(57,938	)		—			—			—			—			—			(57,938	)		—			(57,938	)
Dividends paid	17		—			—			—			—			—			(293,973	)		—			—			—			(293,973	)		—			(293,973	)
Purchase/ sale of noncontrolling interests			—			—			—			—			(45,550	)		—			—			—			—			(45,550	)		28,421			(17,129	)
Contributions from/ to noncontrolling interests			—			—			—			—			—			—			—			—			—			—			(244,423	)		(244,423	)
Noncontrolling interests subject to put provisions	23		—			—			—			—			—			65,564			—			—			—			65,564			—			65,564
Net Income			—			—			—			—			—			1,279,788			—			—			—			1,279,788			274,746			1,554,534
Other comprehensive income (loss) related to:
Foreign currency translation	24		—			—			—			—			—			—			(1,177,885	)		195			17,652			(1,160,038	)		(124,135	)		(1,284,173	)
Cash flow hedges, net of related tax effects	24		—			—			—			—			—			—			—			19,576			—			19,576			—			19,576
Pensions, net of related tax effects	16		—			—			—			—			—			—			—			—			(20,553	)		(20,553	)		—			(20,553	)

Comprehensive income			—			—			—			—			—			—			—			—			—			118,773			150,611			269,384

Balance at December 31, 2017			308,111,000			308,111			(1,659,951	)		(108,931	)		3,969,245			7,137,255			(1,203,904	)		(18,336	)		(263,338	)		9,820,102			1,008,084			10,828,186



Adjustment due to initial application of IFRS 9			—			—			—			—			—			(5,076	)		—			—			—			(5,076	)		—			(5,076	)
Adjusted balance at December 31, 2017			308,111,000			308,111			(1,659,951	)		(108,931	)		3,969,245			7,132,179			(1,203,904	)		(18,336	)		(263,338	)		9,815,026			1,008,084			10,823,110
Proceeds from exercise of options and related tax effects	20		858,652			859			—			—			37,918			—			—			—			—			38,777			—			38,777
Compensation expense related to stock options	20		—			—			—			—			6,713			—			—			—			—			6,713			—			6,713
Purchase of treasury stock	17		—			—			(431,000	)		(37,221	)		—			—			—			—			—			(37,221	)		—			(37,221	)
Withdrawal of treasury stock	17		(1,091,000	)		(1,091	)		1,091,000			95,159			(94,068	)		—			—			—			—			—			—			—
Dividends paid	17		—			—			—			—			—			(324,838	)		—			—			—			(324,838	)		—			(324,838	)
Purchase/ sale of noncontrolling interests			—			—			—			—			(46,463	)		—			—			—			—			(46,463	)		63,939			17,476
Contributions from/ to noncontrolling interests			—			—			—			—			—			—			—			—			—			—			(214,167	)		(214,167	)
Noncontrolling interests subject to put provisions	23		—			—			—			—			—			42,665			—			—			—			42,665			—			42,665
Net Income			—			—			—			—			—			1,981,924			—			—			—			1,981,924			243,733			2,225,657
Other comprehensive income (loss) related to:
Foreign currency translation	24		—			—			—			—			—			—			292,431			(18	)		(7,054	)		285,359			41,958			327,317
Cash flow hedges, net of related tax effects	24		—			—			—			—			—			—			—			16,826			—			16,826			—			16,826
Pensions, net of related tax effects	16		—			—			—			—			—			—			—			—			(20,357	)		(20,357	)		—			(20,357	)

Comprehensive income			—			—			—			—			—			—			—			—			—			2,263,752			285,691			2,549,443

Balance at December 31, 2018			307,878,652			307,879			(999,951	)		(50,993	)		3,873,345			8,831,930			(911,473	)		(1,528	)		(290,749	)		11,758,411			1,143,547			12,901,958

The following notes are an integral part of the consolidated financial statements.

F-9

Table of Contents

FRESENIUS MEDICAL CARE AG & Co. KGaA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in THOUS, except share and per share data)

1. The Company, basis of presentation and significant accounting policies

The Company

Fresenius Medical Care AG & Co. KGaA ("FMC-AG & Co. KGaA" or the "Company"), a German partnership limited by shares (Kommanditgesellschaft auf Aktien) registered in the commercial registry of Hof an der Saale under HRB 4019, with its business address at Else-Kröner-Str. 1, 61352 Bad Homburg v. d. Höhe, is the world's largest kidney dialysis company, based on publicly reported sales and number of patients treated. The Company provides dialysis treatment and related dialysis care services to persons who suffer from end-stage renal disease ("ESRD"), as well as other health care services. The Company also develops and manufactures a wide variety of health care products, which includes dialysis and non-dialysis products. The Company's dialysis products include hemodialysis machines, peritoneal cyclers, dialyzers, peritoneal solutions, hemodialysis concentrates, solutions and granulates, bloodlines, renal pharmaceuticals and systems for water treatment. The Company's non-dialysis products include acute cardiopulmonary and apheresis products. The Company supplies dialysis clinics it owns, operates or manages with a broad range of products and also sells dialysis products to other dialysis service providers. The Company describes certain of its other health care services as "Care Coordination." Care Coordination currently includes, but is not limited to, the coordinated delivery of pharmacy services, vascular, cardiovascular and endovascular specialty services as well as ambulatory surgery center services, physician nephrology and cardiology services, health plan services, urgent care services and ambulant treatment services. Until June 28, 2018, Care Coordination also included the coordinated delivery of emergency, intensivist and hospitalist physician services as well as transitional care which the Company refers to as "hospital related physician services." All of these Care Coordination services together with dialysis care and related services represent the Company's health care services.

In these notes, "FMC-AG & Co. KGaA," the "Company" or the "Group" refers to the Company or the Company and its subsidiaries on a consolidated basis, as the context requires. "Fresenius SE" and "Fresenius SE & Co. KGaA" refer to Fresenius SE & Co. KGaA. "Management AG" and the "General Partner" refer to Fresenius Medical Care Management AG which is FMC-AG & Co. KGaA's general partner and is wholly owned by Fresenius SE. "Management Board" refers to the members of the management board of Management AG and, except as otherwise specified, "Supervisory Board" refers to the supervisory board of FMC-AG & Co. KGaA. The term "North America Segment" refers to the North America operating segment, the term "EMEA Segment" refers to the Europe, Middle East and Africa operating segment, the term "Asia-Pacific Segment" refers to the Asia-Pacific operating segment, and the term "Latin America Segment" refers to the Latin America operating segment. For further discussion of the Company's operating segments, see note 26.

Basis of presentation

As of January 1, 2017, the consolidated financial statements and other financial information included in the Company's quarterly reports on Form 6-K and the Annual Reports on Form 20-F are prepared solely in accordance with IFRS as issued by the International Accounting Standards Board ("IASB"), using the euro as the Company's reporting currency. At December 31, 2018, there were no International Financial Reporting Standards ("IFRS") or International Financial Reporting Interpretations Committee ("IFRIC") interpretations as endorsed by the European Union relevant for reporting that differed from IFRS as issued by the IASB.

The Company is included in the IFRS consolidated financial statements of Fresenius SE & Co. KGaA, Bad Homburg v. d. Höhe, pursuant to Section 315e of the German Commercial Code ("HGB"), published in the Federal Gazette and drawn up for the smallest circle of companies. The consolidated financial statements for the largest circle of companies are drawn up by Fresenius Management SE, Bad Homburg v. d. Höhe, and also published in the Federal Gazette.

The preparation of consolidated financial statements in conformity with IFRS 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 period. Actual results could differ from those

F-10

Table of Contents

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

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. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in all future periods affected.

In order to improve clarity of presentation, various items are aggregated in the consolidated balance sheets and consolidated statements of income. These items are analyzed separately in the notes where this provides useful information to the users of the consolidated financial statements.

The consolidated balance sheets contain all information required to be disclosed by IAS 1 (Presentation of Financial Statements) and are in accordance with Accounting Interpretation 1 ("AIC 1", Balance Sheet Classification according to current/ non-current Distinction in compliance with IAS 1) classified on the basis of the liquidity of assets and liabilities following the consolidated balance sheets. The consolidated statements of income are classified using the cost-of-sales accounting format.

Starting on July 1, 2018, the Company's subsidiaries in Argentina applied IAS 29, Financial Reporting in Hyperinflationary Economies, due to the inflation in Argentina. Pursuant to IAS 29, the Company recorded a loss on its net monetary position of €12,297 for the year ended December 31, 2018. While IAS 29 requires that comparative financial statements be restated in the current measuring unit as of the reporting date, the Company's presentation currency is not hyperinflationary and therefore IAS 21, The Effects of Changes in Foreign Exchange Rates, requires the comparative amounts to be disclosed as current year amounts in the prior year financial statements. The Company did not restate the prior year statement of comprehensive income and consolidated balance sheet, but recorded €34,616 as an adjustment to equity as of December 31, 2017. The Company calculated the loss and the adjustment to prior year equity with the use of the Consumer Price Index (Índice de precios al consumidor) as published by the Argentine Statistics and Census Institute for year ended December 31, 2018, which lists the level at 184 index points, a 48% increase since January 1, 2018.

As a result of the implementation of IFRS 15, Revenue from Contracts with Customers ("IFRS 15") and IFRS 9, Financial Instruments ("IFRS 9"), the Company has updated its accounting policies accordingly. Please refer to note 1 x) below for further details on the updated policies.

Finance lease receivables in the amount of €58,336 in the prior years' comparative consolidated financial statements have been reclassified from other currents assets to trade accounts and other receivables to conform to the current year's presentation.

The IFRIC issued an agenda decision in September 2017 relating to the applicability of IAS 12, Income Taxes ("IAS 12") to the accounting for interest and penalties related to income taxes. The IFRIC observed in the agenda decision that entities do not have an accounting policy choice between applying IAS 12 and applying IAS 37, Provisions, contingent liabilities and contingent assets ("IAS 37"), to interest and penalties. In September 2018 the Accounting Standards Committee of Germany (ASCG) approved an interpretation regarding the accounting for interest and penalties related to German income taxes. As a result, the Company restated the consolidated financial statements. The effects identified on the Group financial positions are as follows: an increase of interest expense of €19,012 and €18,301, an increase of interest income of €8,078 and €21,262 and a decrease of income tax expense of €10,934 and €2,961 for 2017 and 2016, respectively, an increase of non-current provisions and other non-current liabilities of €29,027, an increase of other non-current assets of €87, a decrease of income tax payable non-current portion of €28,940, an increase of current provisions and other current liabilities of €14,970, and a decrease of income tax payable current portion of €14,970 as of December 31, 2017.

In 2018, the Company divested its controlling interest in Sound Inpatient Physicians, Inc. ("Sound") (see note 4 c) for more information). The related gain is shown in a separate line on the consolidated statements of income in the line item "(Gain) loss related to divestitures of Care Coordination activities." To conform to the current presentation on the consolidated statements of income for 2017, the costs of revenue for health care services was reduced for a loss of €14,534 and selling general and administrative expenses was increased for a gain of €40,297. The net effect of this shift in line items was a gain of €25,763 shown in "(Gain) loss related to divestitures for Care Coordination." To conform to the current

F-11

Table of Contents

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

presentation on the consolidated statements of income for 2016, a gain of €13,543 that was previously in selling, general and administrative expenses is now presented separately in the new line item on the consolidated statements of income.

At February 19, 2019, the Management Board authorized the consolidated financial statements for issue and passed it through to the Supervisory Board for review and authorization.

Significant accounting policies

a) Principles of consolidation and composition of the group

The financial statements of consolidated entities have been prepared using uniform accounting methods in accordance with IFRS 10, Consolidated Financial Statements ("IFRS 10"). The acquisitions of companies are accounted for under the purchase method.

Besides FMC-AG & Co. KGaA, the consolidated financial statements include all material subsidiaries according to IFRS 10 and IFRS 11, Joint Arrangements ("IFRS 11"), over which the Company has control. FMC-AG & Co. KGaA controls an entity if it has power over the entity through existing rights that give the Company the current ability to direct the activities that significantly affect the Company's return. In addition, the Company is exposed to, or has rights to, variable returns from the involvement with the entity and the Company has the ability to use its power over the entity to affect the amount of the Company's return.

The equity method is applied in accordance with IAS 28, Investments in Associates and Joint Ventures ("IAS 28"). Generally, equity method investees are entities in which FMC-AG & Co. KGaA, directly or indirectly, holds 50% or less of the voting power and can exercise significant influence over their financial and operating policies.

The disclosure of business acquisitions is performed according to IFRS 3, Business Combinations ("IFRS 3") by offsetting investments in subsidiaries against the underlying revaluated equity at the date of acquisition. The identifiable assets and liabilities of subsidiaries as well as the noncontrolling interests are recognized at their fair values. Any remaining debit balance is recognized as goodwill and is tested at least once a year for impairment. Any excess of the net fair value of identifiable assets and liabilities over cost still existing after reassessing the purchase price allocation is recognized immediately in profit or loss.

All significant intercompany revenues, expenses, income, receivables and payables are eliminated. Profits and losses on items of property, plant and equipment and inventory acquired from other group entities are also eliminated.

Deferred tax assets and liabilities are recognized on temporary differences resulting from consolidation procedures.

Noncontrolling interest ("NCI") is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent and is recognized at its fair value at the date of first consolidation. Profits and losses attributable to the noncontrolling interests are separately disclosed in the consolidated statements of income.

The Company writes put options on NCI mainly for dialysis clinics in which nephrologists or nephrology groups own an equity interest. While in certain of the dialysis clinics the Company is generally the majority owner, other non-affiliated parties, such as groups of nephrologists or a single nephrologist, hold an NCI position. Generally, the put options associated with this business model are valid for an unlimited time. Accordingly, they do not constrain a long-term investment into a dialysis clinic by the NCI holder. The put options provide for settlement in cash. For these put options, IAS 32, Financial Instruments: Presentation ("IAS 32") paragraph 23 requires the Company to recognize a liability for the present value of the exercise price of the option. The potential purchase price liability is recorded in other current provisions and other current liabilities and other non-current provisions and other non-current liabilities at fair value at the balance sheet date. The exercise price of the option is generally based on fair value which is approximated by a multiple of earnings, e.g. a multiple of the proportionate earnings before interest, taxes, depreciation and amortization of the dialysis clinic, and is therefore affected by the periodic changes in the profitability

F-12

Table of Contents

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

of such a clinic. The Company believes the accounting treatment of the change in fair value of the put liability under IFRS to this date has not been finally clarified. In the absence of an IFRS that specifically applies to the accounting for put options on NCI, the Company, in line with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") paragraph 10, applied the present access method. According to the present access method, NCI are further recorded in equity as "noncontrolling interests". The initial recognition of the purchase price liability, as well as valuation differences, is recorded neutral to profit or loss by reclassification from equity (see note 1 g). This presentation results in information that is relevant to the economic decision-making needs of users and to provide reliable financial information as the Company sees these NCI with written put options as equity holders and accordingly attributes net income to NCI.

The consolidated financial statements for 2018 include FMC-AG & Co. KGaA as well as 2,036 companies. In 2018, 49 companies were accounted for by the equity method. Since beginning of 2018, 134 companies were first-time consolidations and 278 companies were deconsolidated.

The complete list of investments of FMC-AG & Co. KGaA will be submitted to the electronic Federal Gazette and the electronic companies register.

For 2018, the following fully consolidated German subsidiaries of the Company will apply the exemption provided in Section 264 (3) or Section 264b of the HGB and therefore will be exempt from applying certain legal requirements to prepare notes to the statutory standalone financial statements and a management report as well as the requirements of an independent audit and public disclosure.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Companies exempt from applying certain legal requirements

Name of the company		Registered office of the company
Ärztliches Versorgungszentrum Ludwigshafen GmbH im Lusanum		Ludwigshafen am Rhein, Germany
DiZ München Nephrocare GmbH		Munich, Germany
ET Software Developments GmbH		Sandhausen, Germany
Fresenius Medical Care Beteiligungsgesellschaft mbH		Bad Homburg v. d. Höhe, Germany
Fresenius Medical Care Deutschland GmbH		Bad Homburg v. d. Höhe, Germany
Fresenius Medical Care EMEA Management GmbH		Bad Homburg v. d. Höhe, Germany
Fresenius Medical Care Frankfurt am Main GmbH		Frankfurt am Main, Germany
Fresenius Medical Care GmbH		Bad Homburg v. d. Höhe, Germany
Fresenius Medical Care Investment GmbH		Bad Homburg v. d. Höhe, Germany
Fresenius Medical Care US Beteiligungsgesellschaft mbH		Bad Homburg v. d. Höhe, Germany
Fresenius Medical Care US Vermögensverwaltungs GmbH & Co. KG		Bad Homburg v. d. Höhe, Germany
Fresenius Medical Care US Zwei Vermögensverwaltungs GmbH & Co. KG		Bad Homburg v. d. Höhe, Germany
Fresenius Medical Care Ventures GmbH		Bad Homburg v. d. Höhe, Germany
Haas Medizintechnik GmbH		Beelitz, Germany
Medizinisches Versorgungszentrum Berchtesgaden GmbH		Berchtesgaden, Germany
MVZ Gelsenkirchen-Buer GmbH		Gelsenkirchen, Germany
Nephrocare Ahrensburg GmbH		Ahrensburg, Germany
Nephrocare Augsburg GmbH		Augsburg, Germany
Nephrocare Berlin-Weißensee GmbH		Berlin, Germany
Nephrocare Betzdorf GmbH		Betzdorf, Germany
Nephrocare Bielefeld GmbH		Bielefeld, Germany
Nephrocare Buchholz GmbH		Buchholz, Germany
Nephrocare Daun GmbH		Daun, Germany
Nephrocare Deutschland GmbH		Bad Homburg v. d. Höhe, Germany
Nephrocare Döbeln GmbH		Döbeln, Germany
Nephrocare Dortmund, GmbH		Dortmund, Germany
Nephrocare Friedberg GmbH		Friedberg, Germany
Nephrocare Grevenbroich GmbH		Grevenbroich, Germany
Nephrocare Hagen GmbH		Hagen, Germany
Nephrocare Hamburg-Altona GmbH		Hamburg, Germany
Nephrocare Hamburg-Barmbek GmbH		Hamburg, Germany
Nephrocare Hamburg-Süderelbe GmbH		Hamburg, Germany
Nephrocare Ingolstadt GmbH		Ingolstadt, Germany
Nephrocare Kaufering GmbH		Kaufering, Germany
Nephrocare Krefeld GmbH		Krefeld, Germany
Nephrocare Lahr GmbH		Lahr, Germany
Nephrocare Leverkusen GmbH		Leverkusen, Germany
Nephrocare Ludwigshafen GmbH		Ludwigshafen am Rhein, Germany
Nephrocare Mannheim GmbH		Mannheim, Germany
Nephrocare Mönchengladbach GmbH		Mönchengladbach, Germany
Nephrocare Mühlhausen GmbH		Mühlhausen, Germany
Nephrocare München-Ost GmbH		Munich, Germany
Nephrocare Münster GmbH		Münster, Germany
Nephrocare Oberhausen GmbH		Oberhausen, Germany
Nephrocare Papenburg GmbH		Papenburg, Germany
Nephrocare Pirmasens GmbH		Pirmasens, Germany
Nephrocare Püttlingen GmbH		Püttlingen, Germany
Nephrocare Recklinghausen GmbH		Recklinghausen, Germany
Nephrocare Rostock GmbH		Rostock, Germany
Nephrocare Salzgitter GmbH		Salzgitter, Germany
Nephrocare Schrobenhausen GmbH		Schrobenhausen, Germany
Nephrocare Starnberg GmbH		Starnberg, Germany
Nephrocare Wetzlar GmbH		Wetzlar, Germany
Nephrocare Witten GmbH		Witten, Germany
Nephrologisch-Internistische Versorgung Ingolstadt GmbH		Ingolstadt, Germany
Nova Med GmbH Vertriebsgesellschaft für medizinischtechnische Geräte und Verbrauchsartikel		Bad Homburg v. d. Höhe, Germany
VIVONIC GmbH		Sailauf, Germany
Zentrum für Nieren- und Hochdruckkrankheiten Bensheim GmbH		Bensheim, Germany

b) Cash and cash equivalents

Cash and cash equivalents comprise cash funds and all short-term investments with original maturities of up to three months. Short-term investments are highly liquid and readily convertible into known amounts of cash. The risk of changes in value is insignificant.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

c) Trade accounts and other receivables

Trade accounts and other receivables are posted at the nominal value less individual allowances for doubtful accounts. For information regarding allowance for doubtful accounts see note 2 c).

d) Inventories

Inventories are stated at the lower of cost (determined by using the average or first-in, first-out method) or net realizable value (see note 8). Costs included in inventories are based on invoiced costs and/or production costs as applicable. Included in production costs are material, direct labor and production overhead, including depreciation charges.

e) Property, plant and equipment

Property, plant, and equipment are stated at cost less accumulated depreciation (see note 10). Maintenance and repair costs (day-to-day servicing) are expensed as incurred. The Company recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing parts and major inspections if it is probable that the future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. Property and equipment under capital leases are stated at the present value of future minimum lease payments at the inception of the lease, less accumulated depreciation. Depreciation on property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets ranging from 4 to 50 years for buildings and improvements with a weighted average life of 14 years and 3 to 19 years for machinery and equipment with a weighted average life of 11 years. Equipment held under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Internal use platform software that is integral to the computer equipment it supports is included in property, plant and equipment.

f) Intangible assets and goodwill

Intangible assets such as non-compete agreements, technology, distribution rights, patents, licenses to treat, licenses to manufacture, distribute and sell pharmaceutical drugs, exclusive contracts and exclusive licenses, trade names, management contracts, application software, acute care agreements, customer relationships and lease agreements are recognized and reported apart from goodwill (see note 11). Patient relationships however are not reported as separate intangible assets due to the missing contractual basis but are part of goodwill.

Goodwill and identifiable intangibles with indefinite useful lives are not amortized but tested for impairment annually or when an event becomes known that could trigger an impairment. The Company identified trade names and certain qualified management contracts as intangible assets with indefinite useful lives because, there is no foreseeable limit to the period over which those assets are expected to generate net cash inflows for the Company.

Intangible assets with finite useful lives are amortized over their respective useful lives to their residual values. The Company amortizes non-compete agreements over their useful life which on average is 8 years. Technology is amortized over its useful life of 16 years. Internally developed intangibles are amortized on a straight-line basis over a useful life of 9 years. Licenses to manufacture, distribute and sell pharmaceutical drugs, exclusive contracts and exclusive licenses are amortized over their useful life which on average is 11 years. Customer relationships are amortized over their useful life of 9 years. All other intangible assets are amortized over their weighted average useful lives of 7 years. The weighted average useful life of all amortizable intangible assets is 9 years. Intangible assets with finite useful lives are evaluated for impairment when events have occurred that may give rise to an impairment (see note 1 n).

To perform the annual impairment test of goodwill, the Company identified its groups of cash generating units (CGUs) and determined their carrying value by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those CGUs. CGUs reflect the lowest level on which goodwill is monitored for internal management purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

One CGU was identified in the North America Segment, in the EMEA Segment, in the Asia-Pacific Segment and in the Latin America Segment. For the purpose of goodwill impairment testing, all corporate assets and liabilities are allocated to the CGUs. At least once a year, the Company compares the recoverable amount of each CGU to the CGU's carrying amount. The recoverable amount (value in use) of a CGU is determined using a discounted cash flow approach based upon the cash flow expected to be generated by the CGU. In case that the value in use of the CGU is less than its carrying amount, the difference is at first recorded as an impairment of the carrying amount of the goodwill.

To evaluate the recoverability of intangible assets with indefinite useful lives, the Company compares the fair values of intangible assets with their carrying values. An intangible asset's fair value is determined using a discounted cash flow approach or other methods, if appropriate.

For further information see note 2 a).

g) Financial instruments

Effective January 1, 2018, the Company classifies its financial instruments in accordance with IFRS 9 in the following measurement categories: at amortized cost, at fair value through profit and loss ("FVPL") and at fair value through other comprehensive income ("FVOCI").

Financial assets are classified depending on the business model in which the financial assets are held and the contractual terms of the cash flows. Financial assets are only reclassified when the business model for managing those assets changes. During the reporting period no financial instruments were reclassified. Purchases and sales of financial assets are accounted for on the trading day. The Company does not make use of the fair value option, which allows financial liabilities to be classified at FVPL upon initial recognition. At initial recognition financial asset and financial liabilities are measured at fair value. Subsequent measurement is either at cost, FVPL or FVOCI.

In general, financial liabilities are classified and subsequently measured at amortized cost, with the exception of contingent considerations resulting from a business combination, noncontrolling interests subject to put provisions as well as derivative financial liabilities.

Investments in equity instruments are recognized and subsequently measured at fair value. The Company's equity investments are not held for trading. In general, changes in the fair value of equity investments are recognized in the income statement. However, at initial recognition the Company elected, on an instrument-by-instrument basis, to represent subsequent changes in the fair value of individual strategic equity investments in other comprehensive income (loss) ("OCI").

The Company invested in several debt securities, with the objective to achieve both collecting contractual cash flows and selling the financial assets. All debt securities are consequently measured at fair value. Some of these securities give rise on specified dates to cash flows that are solely payments of principle and interest. These securities are subsequently measured at FVOCI. Other securities are measured at FVPL.

The Company, as option writer on behalf of existing put options, can be obligated to purchase the noncontrolling interests held by third parties. The 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 initial recognition and subsequent measurement is recognized in equity. For further information related to the estimation of these fair values, see note 23.

Derivative financial instruments which primarily include foreign currency forward contracts and interest rate swaps are recognized as assets or liabilities at fair value in the balance sheet (see note 23). From time to time, the Company may enter into other types of derivative instruments which are dealt with on a transaction by transaction basis.

Changes in the fair value of derivative financial instruments classified as cash flow hedges are recognized in accumulated OCI ("AOCI") in shareholders' equity. The Company only designated the change in fair value of the spot element of foreign exchange forward contracts as the hedging instrument in cash flow

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

hedging relationships. The forward elements are separately accounted for as cost of hedging in a separate component within AOCI. The ineffective portion of cash flow hedge is recognized in the income statement. The change in fair value of derivatives that do not qualify for hedge accounting is recorded in the income statement and usually offsets the changes in value recorded in the income statement for the underlying asset or liability.

Derivatives embedded in host contracts are accounted for as separate derivatives if their economic characteristics and risks are not closely related to those of the host contracts. These embedded derivatives are measured at fair value with changes in fair value recognized in the income statement.

Before January 1, 2018 the following categories according to IAS 39, Financial Instruments: Recognition and Measurement ("IAS 39") were relevant for the Company: loans and receivables, financial liabilities measured at amortized cost, available for sale financial assets as well as financial assets/liabilities measured at fair value through profit or loss. All other categories were immaterial or not existing.

The Company regularly reviewed if objective substantial evidence occurred that would indicate an impairment of a financial asset or a portfolio of financial assets. After testing the recoverability of these assets, a possible impairment loss was recorded in the consolidated statement of income. Gains and losses of available for sale financial assets were recognized in AOCI in shareholders' equity until the financial asset was disposed of or if it was considered to be impaired. In these cases the accumulated net loss recorded in AOCI was transferred to the income statement.

Changes in the fair value of derivative financial instruments classified as fair value hedges and in the corresponding underlying assets and liabilities were recognized periodically in earnings, while the effective portion of changes in fair value of derivative financial instruments classified as cash flow hedges were recognized in AOCI in shareholders' equity. All amounts recorded in AOCI were subsequently reclassified and recorded in the consolidated statement of income.

h) Impairment of financial assets

The impairment of financial assets is based on the expected credit loss approach, as introduced by IFRS 9. Prior to the introduction of IFRS 9, the incurred loss model of IAS 39 required the recognition of an allowance once a loss event occurred. An additional allowance was recorded based on individual country risk for receivables overdue by more than one year. IFRS 9 replaces the incurred loss model under IAS 39 with an expected credit loss approach.

The expected credit loss approach requires that all impacted financial assets will carry a loss allowance based on their expected credit losses. Expected credit losses are a probability-weighted estimate of credit losses over the contractual life of the financial assets. This model comprises a three-stage approach. Upon recognition, the Company shall recognize losses that are expected within the next 12 months. If credit risk deteriorates significantly, from that time, impairment losses shall amount to lifetime expected losses. When assessing for significant increases in credit risk, the Company shall compare the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. The Company should consider reasonable and supportable information including historic loss rates, present developments such as liquidity issues and information about future economic conditions, to ensure foreseeable changes in the customer-specific or macroeconomic environment are considered. Separately, there is the rebuttable presumption, that the credit risk has increased significantly since the initial recognition when contractual payments are overdue by more than 30 days.

In case of objective evidence of impairment there is an assignment to stage 3. The assignment of a financial asset to stage 3 should rely on qualitative knowledge on the customers' unfavorable financial position (for example bankruptcy, lawsuits with private or public payers), or quantitative criteria, based on an individual maturity analysis. Independently, there is an assignment to stage 3, if the contractual payments are overdue by more than 360 days. When a counterpart defaults, all financial assets against this counterpart are considered impaired. The definition of default is mainly based on payment practices specific to individual regions and businesses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The Company recognizes a loss allowance for expected credit losses on financial assets measured at amortized cost, contract assets and lease receivables as well as in investments in debt securities measured at fair value through other comprehensive income. The financial assets mainly comprise trade accounts and other receivables as well as cash and cash equivalents. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective instrument. Financial assets whose expected credit loss is not assessed individually are grouped on the basis of geographical regions and the impairment is generally assessed on the basis of macroeconomic indicators such as credit default swaps.

For trade accounts receivable, the Company uses the simplified method which requires recognizing lifetime expected credit losses at inception. However, expected credit losses on cash and cash equivalents are measured according to the general method which is based on 12-month expected credit losses. Due to the short maturity term of the financial instruments this corresponds with the lifetime expected loss.

Based on the external credit ratings of the counterparties the Company considers that its cash and cash equivalents have a low credit risk.

i) Foreign currency translation

For purposes of these consolidated financial statements, the euro is the reporting currency. The requirement to report in euro arises from Section 315e and Section 244 HGB. Substantially all assets and liabilities of foreign subsidiaries, that use a functional currency other than the euro, are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates. Adjustments for foreign currency translation fluctuations are excluded from net earnings and are reported in AOCI. In addition, the translation adjustments of certain intercompany borrowings, which are of a long-term nature, are reported in AOCI.

The exchange rates of the U.S. dollar affecting foreign currency translation developed as follows:

Exchange rates

	December 31, 2018 spot exchange rate in €		December 31, 2017 spot exchange rate in €		2018 average exchange rate in €		2017 average exchange rate in €		2016 average exchange rate in €
1 U.S. dollar		0.87336		0.83382		0.84678		0.88519		0.90342

j) Revenue recognition

The Company has adopted IFRS 15 as issued in May 2014, which resulted in changes in accounting policies. In accordance with the transition provisions in IFRS 15 the new rules have been adopted only to those contracts that are not considered completed contracts as of January 1, 2018 following the cumulative effect method with no restatement of the comparative periods presented.

For both health care services revenue and health care products revenue, patients, third party payors and customers are billed at our standard rates net of contractual allowances, discounts or rebates to reflect the estimated amounts to be receivable from these payors.

Health care services

Health care services revenue, other than the hospitalist and insurance revenues discussed below, are recognized on the date the patient receives treatment and includes amounts related to certain services, products and supplies utilized in providing such treatment. The patient is obligated to pay for health care services at amounts estimated to be receivable based upon the Company's standard rates or at rates determined under reimbursement arrangements. In the U.S., these arrangements are generally with third party payors, such as Medicare, Medicaid or commercial insurers. Outside the U.S., the reimbursement is usually made through national or local government programs with reimbursement rates established by statute or regulation.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

In the U.S., hospitalist revenues are reported at the estimated net realizable amount from third-party payors, client hospitals, and others at the time services are provided. Third-party payors include federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, and commercial insurance companies. Inpatient acute care services rendered to Medicare and Medicaid program beneficiaries are paid according to a fee-for-service schedule. These rates vary according to a patient classification system that is based on clinical, diagnostic and other factors. Inpatient acute services generated through payment arrangements with managed care health plans and commercial insurance companies are recorded on an accrual basis in the period in which services are provided at established rates.

For services performed for patients where the collection of the billed amount or a portion of the billed amount cannot be determined at the time services are performed the Company concludes that the consideration is variable ("implicit price concession") and records the difference between the billed amount and the amount estimated to be collectible as a reduction to health care services revenue, whereas prior to the adoption of IFRS 15 it was recorded as part of selling, general and administrative expenses as an allowance for doubtful accounts. Implicit price concessions include such items as amounts due from patients without adequate insurance coverage, patient co-payment and deductible amounts due from patients with health care coverage. The Company determines implicit price concessions primarily upon past collection history.

In the U.S., the Company generates revenue from insurance contracts in accordance with IFRS 4, Insurance Contracts ("IFRS 4"). Insurance premium revenue is recognized as earned each month and risk adjustments are offset against revenue. In the U.S the Company provides Medicare Advantage ESRD Chronic Conditions Special Needs Plan products. These are Medicare Advantage health plans offered by the Company that contract with the Centers for Medicare and Medicaid Services ("CMS") to provide patients with Medicare benefits and receive capitated payments from CMS. Furthermore, the Company has also entered into sub-capitation and other shared savings arrangements with certain payors.

Revenue from insurance contracts is disclosed as part of "Other revenue" separately from "Revenue from contracts with customers" in the notes to the consolidated financial statements.

Health care products

In the health care product business, major revenues are generated from the sale of dialysis machines and water treatment systems, disposable products and maintenance agreements for the Company's health care products. Revenues from the sale of dialysis machines and water treatment system are typically recognized upon installation and provision of the necessary technical instructions as only thereafter the customer obtains control of the medical device whereas prior to the adoption of IFRS 15 revenues were recorded upon transfer of title to the customer, either at the time of shipment, upon receipt or upon any other terms that clearly define passage of title. A small portion of the Company´s revenue is recognized from sales of dialysis machines to distributors. When the distributor is the principal in the contract, the revenue allocated to the machine will be recognized upon transfer of title to the distributor. In case the Company is committed to perform the installation, revenue allocated to the installation would be recorded separately upon installation of the machine at the end-customers' premises. In case the distributor is only an agent in the contract, revenue for sale of the machine would be recorded upon installation.

Under consignment arrangements revenue is recognized upon withdrawal of the products by the customer.

Maintenance is provided over time, and as such revenue is typically recognized on a straight-line basis.

All other dialysis and non-dialysis product revenues are recognized upon transfer of title to the customer. Product revenues are normally based upon pre-determined rates that are established by contractual arrangement.

A portion of dialysis product revenues is generated from arrangements which give the customer, typically a healthcare provider, the right to use dialysis machines. In the same contract the customer agrees to purchase the related treatment disposables at a price marked up from the standard price list. If the right to use the machine is conveyed through an operating lease and the customer agrees to purchase a minimum

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

number of related treatment disposables, FMC-AG & Co. KGaA does not recognize revenue upon delivery of the dialysis machine but recognizes revenue on the sale of disposables upon transfer of control with revenue for the use of dialysis machines recognized straight-line over the term of the lease contract. When there is no such agreement that the customer purchases a minimum number of related treatment disposables, revenue is recognized only on the sale of disposables unless the timing of the first purchase order of related treatment disposables justifies a combination of contracts according to IFRS 15.

If the lease of the machines is a finance lease, ownership of the dialysis machine is transferred to the user upon installation of the dialysis machine at the customer site. In this type of contract, revenue is recognized in accordance with the accounting principles for finance leases.

IFRS 15 specifically excludes leases from the scope of the revenue standard. Therefore, the transaction price is allocated in accordance with IFRS 15, and revenue is recognized separately for the lease and the non-lease components of the contract in accordance with IAS 17.

Revenue from lease contracts is disclosed as part of "Other revenue" separately from "Revenue from contracts with customers" in the notes to the consolidated financial statements.

k) Capitalized interest

The Company includes capitalized interest as part of the cost of the asset if it is directly attributable to the acquisition, construction or manufacture of qualifying assets. For the fiscal years 2018, 2017 and 2016, interest of €5,724, €4,758 and €4,475, based on an average interest rate of 4.03%, 4.19% and 4.64%, respectively, was recognized as a component of the cost of assets.

l) Research and development expenses

Research is the original and planned investigation undertaken with the prospect of gaining new scientific or technical knowledge. Development is the technical and commercial implementation of research results and takes place before the start of commercial production or use. Research costs are expensed as incurred. Development costs that fully meet the criteria for the recognition of an intangible asset set out in IAS 38, Intangible Assets ("IAS 38") are capitalized as intangible asset.

m) Income taxes

Current taxes are calculated based on the profit (loss) of the fiscal year and in accordance with local tax rules of the respective tax jurisdictions. Expected and executed additional tax payments and tax refunds for prior years are also taken into account.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the single entity's financial statement carrying amounts of existing assets and liabilities and their respective tax basis, tax credits and tax loss carryforwards which are probable to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantially enacted by the end of the reporting period. A change in tax rate for the calculation of deferred tax assets and liabilities is recognized in the period the new laws are enacted or substantively enacted. The effects of the adjustment are generally recognized in the income statement. The effects of the adjustment are recognized in equity, if the temporary differences are related to items directly recognized in equity.

Deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. In addition, deferred tax assets and liabilities are not recognized if they arise from the initial recognition of an asset or a liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit or loss.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The carrying amount of a deferred tax asset is reviewed at each balance sheet date. A deferred tax asset is recognized to the extent that the utilization of parts or all of it is probable because sufficient taxable profit will be available (see note 4 h). The determination of future taxable income is based on assumptions on future market conditions and future profits of FMC-AG & Co. KGaA and considers all currently available information as well as the level of historical taxable income. In addition, the determination of the recoverable amount of deferred tax assets considers implemented tax strategies.

The Company recognizes assets and liabilities for uncertain tax treatments to the extent it is probable the tax will be recovered or that the tax will be payable, respectively.

In North America and Germany, interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore are accounted for under IAS 37. All other jurisdictions account for interest and penalties related to income taxes in accordance with local tax rules of the respective tax jurisdiction either under IAS 37 or as income tax expense under IAS 12.

n) Impairment

The Company reviews the carrying amount of its property, plant and equipment, its intangible assets with definite useful lives as well as other non-current assets for impairment whenever events or changes in circumstances indicate that the carrying amount is higher than the asset's net realizable value or its value in use in accordance with IAS 36, Impairment of Assets ("IAS 36"). The net realizable value of an asset is defined as its fair value less costs to sell. The value in use is the present value of future cash flows expected to be derived from the relevant asset. If it is not possible to estimate the future cash flows from the individual assets, impairment is tested on the basis of the future cash flows of the corresponding CGUs.

Impairment losses, except impairment losses recognized on goodwill, are reversed up to the amount of the amortised acquisition cost, as soon as the reasons for impairment no longer exist.

Long-lived assets to be disposed of by sale are reported at the lower of carrying value or fair value less cost to sell and depreciation is ceased. Long-lived assets to be disposed of other than by sale are considered to be held and used until disposal.

o) Debt issuance costs

Debt issuance costs related to a recognized debt liability are presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. These costs are amortized over the term of the related obligation (see note 14).

p) Self-insurance programs

See note 2 d).

q) Concentration of risk

The Company is engaged in the manufacture and sale of products for all forms of kidney dialysis, principally to healthcare providers throughout the world, and in providing kidney dialysis treatment. The Company also provides additional health care services under Care Coordination. The Company performs ongoing evaluations of its customers' financial condition and, generally, requires no collateral.

Revenues which were earned and subject to regulations under Medicare and Medicaid, governmental healthcare programs administered by the United States government, were approximately 33%, 34%, and 33% of the Company's worldwide revenues in 2018, 2017 and 2016, respectively.

See note 2 c) for concentration risks of debtors or group of debtors as well as note 8 for discussion of suppliers with long-term purchase commitments.

r) Legal contingencies

See note 2 b).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

s) Other provisions

In accordance with IAS 12 and IAS 37, accruals for taxes and other obligations are recognized when there is a present obligation to a third party arising from past events, it is probable that the obligation will be settled in the future and the required amount can be reliably estimated. Provisions by their nature are more uncertain than most other items in the statement of financial position.

Tax accruals include obligations for the current year and for prior periods.

Non-current provisions with a remaining period of more than one year are discounted to the present value of the expenditures expected to settle the obligation.

t) Earnings per share

Basic earnings per share is calculated in accordance with IAS 33, Earnings per Share ("IAS 33"). Basic earnings per share is calculated by dividing net income attributable to shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share include the effect of all potentially dilutive instruments on shares that would have been outstanding during the years presented had the dilutive instruments been issued.

Equity-settled awards granted under the Company's stock incentive plans (see note 20), are potentially dilutive equity instruments.

u) Treasury stock

The Company may, from time to time, acquire its own shares ("Treasury Stock") as approved by its shareholders. The acquisition, sale or retirement of its Treasury Stock is recorded separately in equity. For the calculation of basic earnings per share, treasury stock is not considered outstanding and is therefore deducted from the number of shares outstanding with the value of such Treasury Stock shown as a reduction of the Company's equity.

v) Employee benefit plans

Pension obligations for post-employment benefits are measured in accordance with IAS 19 (revised 2011), Employee Benefits ("IAS 19"), using the projected unit credit method, taking into account future salary and trends for pension increase.

The Company uses December 31 as the measurement date when measuring the funded status of all plans.

For the Company's funded benefit plans the defined benefit obligation is offset against the fair value of plan assets (funded status). A pension liability is recognized in the consolidated balance sheet if the defined benefit obligation exceeds the fair value of plan assets. A pension asset is recognized (and reported under "Other non-current assets" in the consolidated balance sheet) if the fair value of plan assets exceeds the defined benefit obligation and if the Company has a right of reimbursement against the fund or a right to reduce future payments to the fund.

Net interest costs are calculated by multiplying the benefit obligation (fair value of plan assets) at beginning of the year with the discount rate utilized in determining the benefit obligation.

Remeasurements include actuarial gains and losses resulting from the evaluation of the defined benefit obligation as well as from the difference between actual investment returns and the return implied by the net interest cost. In the event of a surplus for a defined benefit pension plan remeasurements can also contain the effect from asset ceiling, as far as this effect is not included in net interest costs.

Remeasurements are recognized in AOCI completely. It is not allowed to reclassify the remeasurements in subsequent periods. Components of net periodic benefit cost are recognized in profit and loss of the period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

w) Share-based plans

The grant date fair value of stock options and convertible equity instruments that are settled by delivering equity-instruments granted to the Management Board and executive employees of the Group entities by FMC-AG & Co. KGaA is measured in accordance with IFRS 2, Share-based Payments ("IFRS 2") using the binominal option pricing model and recognized as expense over the vesting period of the stock option plans. For certain exceptions a shorter vesting period may apply after which the stock options will not forfeit in any way. In such cases the vesting period is shortened accordingly.

The balance sheet date fair value of cash-settled phantom stocks granted to the Management Board and executive employees of the Company is calculated in accordance with IFRS 2 using the binominal option pricing model. The corresponding liability based on the balance sheet date fair value is accrued over the vesting period of the phantom stock plans. For certain exceptions a shorter vesting period may apply after which the phantom stocks will not forfeit in any way. In such cases the vesting period is shortened accordingly.

The balance sheet date fair value of cash-settled performance shares granted to the Management Board and executive employees of the Company is calculated using the Monte Carlo pricing model in accordance with IFRS 2. The corresponding liability based on the balance sheet date fair value is accrued over the vesting period of the performance share plan. For certain exceptions a shorter vesting period may apply after which the performance shares will not forfeit in any way. In such cases the vesting period is shortened accordingly.

x) Recent pronouncements

Recently implemented accounting pronouncements

The Company has prepared its consolidated financial statements at December 31, 2018 in conformity with IFRS that have to be applied for fiscal years beginning on January 1, 2018. In 2018, the Company applied the following new standard relevant for its business for the first time:

•: IFRS 15
•: IFRS 9

IFRS 15

The Company adopted IFRS 15, as issued in May 2014, with the effective date of January 1, 2018. While this standard applies to nearly all contracts with customers, the main exceptions are leases, financial instruments and insurance contracts. In accordance with the transition provisions in IFRS 15 the new rules were only adopted for those contracts that are not completed contracts as of January 1, 2018 following the cumulative effect method with no restatement of the comparative periods presented.

The major changes in the Company's accounting policies resulting from the implementation of IFRS 15 are summarized below:

Health care services

For services performed for patients where the collection of the billed amount or a portion of the billed amount cannot be determined at the time services are performed, the Company concludes that the consideration is variable ("implicit price concession") and records the difference between the billed amount and the amount estimated to be collectible as a reduction to health care services revenue, whereas prior to the adoption of IFRS 15 it was recorded as part of selling, general and administrative expenses as an allowance for doubtful accounts. Implicit price concessions include such items as amounts due from patients without adequate insurance coverage, patient co-payment and deductible amounts due from patients with health care coverage. The Company determines implicit price concessions primarily upon past collection history.

IFRS 15 requires the consideration of implicit price concessions when determining the transaction price which, through adoption, resulted in the implicit price concessions directly reducing revenue in the amount

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

of €468,214 in 2018. Prior to the adoption of IFRS 15, implicit price concessions were included as part of selling, general and administrative expenses as an allowance for doubtful accounts in the amount of €486,140 in 2017. There is no effect on net income as the implicit price concessions are merely presented in different lines within the consolidated statements of income.

Health care products

A portion of dialysis product revenues is generated from arrangements which give the customer, typically a health care provider, the right to use dialysis machines. IFRS 15 specifically excludes leases from the scope of the revenue standard. As a result, the transaction price is allocated in accordance with IFRS 15, and revenue is recognized separately for the lease and the non-lease components of the contract in accordance with IAS 17.

As of December 31, 2018, there are no contract assets and an immaterial amount of contract liabilities resulting from the implementation of IFRS 15. Contract liabilities are shown in the consolidated balance sheet in line item "Current provisions and other current liabilities".

See note 1 j) for more information on revenue recognition.

IFRS 9

The Company has adopted IFRS 9, with the effective date of January 1, 2018. IFRS 9 was issued in July 2014 and mainly replaced IAS 39. Additionally, the Company has adopted the related amendments to IFRS 7, Financial instruments: disclosures ("IFRS 7").

The major changes in the Company's accounting policies resulting from the implementation of IFRS 9 are summarised below:

Classification and measurement of financial assets and financial liabilities

IFRS 9 defined the following three categories for financial assets: measured at amortized cost, measured at FVOCI and measured at FVPL. The classification depends on the business model that the financial assets are managed in and the contractual terms of the cash flows of the financial assets. IFRS 9 eliminated the following categories that were applicable for the Company under IAS 39: loans and receivables and available for sale financial assets.

The requirements for the classification and measurement of financial liabilities have not changed significantly. Consequently, the implementation of IFRS 9 does not have a material impact on the Company's accounting policies for financial liabilities. See note 1 g) for more information on financial assets and financial liabilities.

Impairment of financial assets

Under the incurred loss model of IAS 39, an allowance was recorded once a loss event occurred. An additional allowance was recorded based on individual country risk for receivables overdue by more than one year. IFRS 9 replaces the incurred loss model under IAS 39 with an expected credit loss approach. Under IFRS 9, generally all impacted financial assets will carry a loss allowance based on their expected credit losses. See Note 1 h) for more information on the expected credit loss approach.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Hedge accounting

The Company implemented the IFRS 9 hedge accounting model. The new model allows for improved alignment of hedge accounting with risk management strategies and objectives. The Company applies cash flow hedge accounting mainly for the purpose of hedging forecasted transactions relating to inventory purchases and sales. To hedge the resulting foreign currency exposure, the Company generally enters into foreign exchange forward contracts. With the application of IFRS 9, only the effective fair value changes of the spot component of these contracts are designated as hedging instruments and accounted for in OCI. Forward points are recognized and accumulated in a separate component within OCI. Under IAS 39, the fair value changes of both the spot and forward component were designated as hedging instrument, and recognized in AOCI. Under IAS 39 accumulated amounts related to cash flow hedges were reclassified to profit or loss in the same period as the hedged forecasted transaction affected profit or loss. Under IFRS 9, accumulated amounts in OCI for cash flow hedges of foreign exchange risk in relation to hedged forecasted product purchases from third party are directly included in the initial cost of the asset when it is recognized.

Recent accounting pronouncements not yet adopted

The IASB issued the following new standards which are relevant for the Company:

•: IFRS 16, Leases ("IFRS 16")
•: IFRS 17, Insurance Contracts ("IFRS 17")

IFRS 16

In January 2016, the IASB issued IFRS 16, which supersedes the current standard on lease-accounting, IAS 17, as well as the interpretations IFRIC 4, Determining whether an arrangement contains a lease, Standing Interpretations Committee ("SIC")-15, Operating leases – incentives and SIC-27, Evaluating the substance of transactions in the legal form of a lease. IFRS 16 significantly changes lessee accounting. For almost all leases, a lessee is required to recognize a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. Only leases with a total maximum term of twelve months (short-term leases) and leases for underlying assets of low-value are exempted from balance sheet recognition. Depreciation of the right-of-use asset and interest on the lease liability must be recognized in the income statement for every lease contract. Therefore, straight-line rental expenses will no longer be shown for the vast majority of the leases. The lessor accounting requirements in IAS 17 are substantially carried forward. The standard is effective for fiscal years beginning on or after January 1, 2019. Earlier application is permitted for entities that have also adopted IFRS 15. The Company decided that IFRS 16 will not be adopted early. The Company expects a balance sheet extension due to the on-balance-sheet recognition of right of use assets and liabilities for agreed lease payment obligations, currently classified as operating leases, resulting in particular from leased clinics and buildings.

Based on an analysis conducted as part of the group-wide project on initial application, applying the options and exemptions detailed below, the Company expects that as of January 1, 2019 right-of-use assets of approximately €4,200,000 and additional lease liabilities of approximately €4,500,000 will be presented on the consolidated balance sheet. The company expects an improvement of approximately €130,000 in operating income excluding effects related to changes in the accounting treatment of sale-leaseback transactions.

The Company also expects that its net leverage ratio (debt less cash and cash equivalents (net debt) as compared to EBITDA, adjusted for acquisitions and divestitures made during the year with a purchase price above a €50,000 threshold as defined in the Amended 2012 Credit Agreement and non-cash charges) as of January 1, 2019 will increase by about approximately 0.8.

The change in presentation of the repayment component of operate lease payments will result in a corresponding improvement of cash flows from operating activities and a decline in cash flows from financing activities.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The Company applies the modified retrospective method in accordance with IFRS 16 as the transition method. Accordingly, the cumulative effect from first-time application is recognized in the opening balance of retained earnings as of January 1, 2019 without adjustments to the comparative information of the previous period. In the application of the modified retrospective method, the carrying amount of the lease liability at the date of the initial application is determined by discounting the remaining lease payments of lease agreements that were classified as operating leases under IAS 17 using the incremental borrowing rate at date of initial application. Furthermore, right-of-use assets are to be recognized. In the application of the modified retrospective method, the carrying amount of the right-of-use asset equals the carrying amount of the lease liability (adjusted for any prepaid or accrued lease payments). For a part of the existing contracts, the Company recognizes the right-of-use asset with its carrying amount assuming the new standard had been applied since the commencement date of the lease discounted using its incremental borrowing rate at the date of initial application.

Regarding the options and exemptions available upon the initial application of IFRS 16 the Company adopted the following approach:

•: IFRS 16 is only applied to contracts that were previously identified as leases under IAS 17 and IFRIC 4.
•: Recognition, valuation and disclosure principles of IFRS 16 are not applied to lease contracts with a lease term ending in less than 12 months from the date of the initial application. The respective lease contracts are accounted for as if they were short term leases and recognized as an expense accordingly.
•: Material initial direct costs are included in the measurement of a right-of-use asset with the carrying amount assuming the new standard was applied since the commencement date of the lease.
•: Upon initial recognition no impairment review is performed. The right-of-use assets are adjusted for onerous contract provisions, recognized on the consolidated balance sheet immediately before the date of initial application.

Right-of-use assets from lease contracts are classified in accordance with the group's classification of property, plant and equipment:

•: Right-of-use assets: Land
•: Right-of-use assets: Buildings and improvements
•: Right-of-use assets: Machinery and equipment

In addition to the right-of-use asset categories above, prepayments on right-of-use assets are presented separately. Right-of-use assets from lease contracts and lease obligations are presented separately from property, plant and equipment and other financial debt in the consolidated balance sheet.

For lease contracts that include both lease and non-lease components that are not separable from lease components, no allocation is performed. Each lease component and any associated non-lease components are accounted for as a single lease.

IFRS 17

In May 2017, the IASB issued IFRS 17. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure related to the issuance of insurance contracts. IFRS 17 replaces IFRS 4, which was brought in as an interim standard in 2004. IFRS 4 permitted the use of national accounting standards for the accounting of insurance contracts under IFRS. As a result of the varied application for insurance contracts there was a lack of comparability among peer groups. IFRS 17 eliminates this diversity in practice by requiring all insurance contracts to be accounted for using current values. The frequent updates to the insurance values are expected to provide more useful information to users of financial statements. IFRS 17 is effective for fiscal years beginning on or after January 1, 2021. Earlier adoption is permitted for entities

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

that have also adopted IFRS 9 and IFRS 15. The Company is evaluating the impact of IFRS 17 on the consolidated financial statements.

In the Company's view, all other pronouncements issued by the IASB do not have a material impact on the consolidated financial statements, as expected.

2. Discretionary decisions and sources of estimation uncertainties

The Company's reported results of operations, financial position and net assets are sensitive to discretionary decisions, assumptions and estimates that are the basis for its financial statements. The critical accounting policies, the judgements made in the creation and application of these policies and the sensitivities of reported results to changes in accounting policies, discretionary decisions and estimates are factors to be considered along with the Company's financial statements. In the opinion of the Management of the Company, the following accounting policies, discretionary decisions and sources of estimation uncertainties are critical for the consolidated financial statements in the present economic environment.

a) Recoverability of goodwill and intangible assets

The growth of the business through acquisitions has created a significant amount of intangible assets, including goodwill, trade names, management contracts, non-compete agreements, customer relationships and distribution agreements. At December 31, 2018, the carrying amount of goodwill and non-amortizable intangible assets amounted to €12,395,641 (€12,281,648 at December 31, 2017) representing approximately 47% and 51% of the Company's total assets at December 31, 2018 and 2017, respectively.

In accordance with IAS 36, the Company performs an impairment test of goodwill and non-amortizable intangible assets at least once a year for each cash-generating unit or more frequently if the Company becomes aware of events that occur or if circumstances change that would indicate the carrying value may not be recoverable (see also note 1 f).

To comply with IFRS to determine possible impairments of these assets, the value in use of the CGUs is first compared to the CGUs' carrying amount.

The value in use of each CGU is determined using estimated future cash flows for the unit discounted by a weighted average cost of capital (WACC) specific to that CGU. Estimating the future cash flows involves significant assumptions, especially regarding future reimbursement rates and sales prices, number of treatments, sales volumes and costs. The key assumptions represent management's assessment of future trends and have been based on historical data from both external and internal sources. In determining discounted cash flows, the Company utilizes for every CGU its three-year budget, projections for years four to ten and a representative growth rate for all remaining years. Projections for up to ten years are possible due to the non-discretionary nature of the health care services the Company provides, the need for health care products utilized to provide such services and the availability of government reimbursement for a substantial portion of its services.

The CGU's average revenue growth for the ten-year planning period is within a mid-single-digit range for the North America Segment, EMEA Segment and the Latin America Segment, whereas for the Asia-Pacific Segment the average revenue growth is in the high single-digits.

A substantial portion of the Company´s profit is generated in North America. The Company expects a stable operating income margin with a higher margin in dialysis business compensating a lower margin in Care Coordination.

The CGU's expected growth rates for the period beyond ten years are: North America 1.0%, EMEA 1.0%, Asia-Pacific 4.0% and Latin America 3.45%. The discount factor is determined by the WACC of the respective CGU. The Company's WACC consists of a basic rate adjusted by a weighted average country risk rate and, if appropriate, by a factor to reflect higher risks associated with the cash flows from recent material acquisitions within each CGU, until they are appropriately integrated. In 2018, the pre-tax WACC, for the respective CGU is 7.42% (2017: 7.30%) for North America, 9.46% (2017: 9.43%) for EMEA, 7.81% (2017: 7.58%) for Asia Pacific and 16.75% (2017: 18.31%) for Latin America. An overview

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

of the carrying amounts of goodwill and intangibles with indefinite useful life for each CGU is shown in note 11.

To evaluate the recoverability of intangible assets with indefinite useful lives, the Company compares the fair values of intangible assets with their carrying values and intangible asset's fair value is determined using a discounted cash flow approach or other methods, if appropriate.

A prolonged downturn in the health care industry with lower than expected increases in reimbursement rates and/or higher than expected costs for providing health care services and for procuring and selling health care products could adversely affect the Company's estimated future cash flows. Future adverse changes in a cash-generating unit's economic environment of a CGU could affect the country specific risk rate and therefore the discount rate. Equally an increase of the general interest rate level could affect the base rate and therefore the discount rate. A decrease in the estimated future cash flows and/or a decline in the cash-generating units economic environment could result in impairment charges to goodwill and other intangible assets with indefinite useful life which could materially and adversely affect the Company's future financial position and operating results.

In 2018, the recoverable amount of Latin America exceeds the carrying amount by €23,985. Sensitivity analysis showed that a rise in the pre-tax WACC by 0.27 percentage points, that could be caused by an increase in the Company's beta factor or an increase in the risk-free interest rate, would lead to a recoverable amount of the CGU Latin America to be equal to the carrying amount. The operating income margin of the CGU Latin America must decrease by 0.32 percentage points each year in order for the recoverable amount of Latin America to be equal to the carrying amount. The growth rate of the residual value of the CGU Latin America must decrease by 0.47 percentage points in order for the recoverable amount of Latin America to be equal to the carrying amount.

b) Legal contingencies

From time to time, during the ordinary course of operations, the Company is party to litigation and arbitration and is subject to investigations relating to various aspects of its business (see note 22). The Company regularly analyzes current information about such claims for probable losses and provides accruals for such matters, including the estimated legal expenses and consulting services in connection with these matters, as appropriate. The Company utilizes its internal legal department as well as external resources for these assessments. In making the decision regarding the need for loss accrual, the Company considers the degree of probability of an unfavorable outcome and its ability to make a reasonable estimate of the amount of loss.

The filing of a suit or formal assertion of a claim or assessment, or the disclosure of any such suit or assertion, does not necessarily indicate that accrual of a loss is appropriate.

The outcome of these matters may have a material effect on the results of operations, financial position and net assets of the Company.

c) Trade accounts and other receivables and allowance for doubtful accounts

Trade accounts and other receivables are a substantial asset of the Company and the allowance for doubtful accounts is based upon a significant estimate made by management. Trade accounts and other receivables were €3,337,706 and €3,389,326 at December 31, 2018 and 2017, respectively, net of allowances for doubtful accounts of €118,015 at December 31, 2018 and €474,891 at December 31, 2017.

The Company sells health care products directly or through distributors in around 150 countries and provide health care services in around 50 countries. Most payors are government institutions or government-sponsored programs with significant variations between the countries and even between payors within one country in local payment and collection practices.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Receivables resulting from health care services are recognized and billed at amounts estimated to be collectable under government reimbursement programs and reimbursement arrangements with third party payors. U.S. Medicare and Medicaid government programs are billed at pre-determined net realizable rates per treatment that are established by statute or regulation. Revenues for non-governmental payors with which the Company has contracts or letters of agreement in place are recognized at the prevailing contract rates. The remaining non-governmental payors are billed at the Company's standard rates for services and, in the Company's North America segment, a contractual adjustment is recorded to recognize revenues based on historic reimbursement. The contractual adjustment and the allowance for doubtful accounts are reviewed quarterly for their adequacy. No material changes in estimates were recorded for the contractual allowance in the periods presented. The collectability of receivables is reviewed locally on a regular basis, generally monthly.

In the Company's North America Segment operations, the collection process is usually initiated 30 days after service is provided or upon the expiration of the time provided by contract. For Medicare and Medicaid, once the services are approved for payment, the collection process begins upon the expiration of a period of time based upon experience with Medicare and Medicaid. In all cases where co-payment is required the collection process usually begins within 30 days after service has been provided. In those cases where claims are approved for amounts less than anticipated or if claims are denied, the collection process usually begins upon notice of approval of the lesser amounts or upon denial of the claim. The collection process can be confined to internal efforts, including the accounting and sales staffs and, where appropriate, local management staff. If appropriate, external collection agencies may be engaged.

Public health institutions in a number of countries outside the U.S. require a significant amount of time until payment is made because a substantial number of payors are government entities whose payments are often determined by local laws and regulations and budget constraints. Depending on local facts and circumstances, the period of time to collect can be quite lengthy. In those instances where there are commercial payors, the same type of collection process is initiated as in the North America Segment.

Due to the number of subsidiaries and different countries that the Company operates in, the Company's policy of determining when an individual allowance is required considers the appropriate individual local facts and circumstances that apply to an account. While payment and collection practices vary significantly between countries and even agencies within one country, government payors usually represent low to moderate credit risks. It is the Company's policy to determine when receivables should be classified as bad debt on a local basis taking into account local payment practices and local collection experience. An individual allowance is calculated locally if specific circumstances indicate that amounts will not be collectible.

Receivables where the expected credit loss are not assessed individually are grouped based on geographical regions and the impairment is assessed based on macroeconomic indicators such as credit default swaps. For more information regarding the impairment on trade accounts and other receivables please refer to note 1 h).

When all efforts to collect a receivable, including the use of outside sources where required and allowed, have been exhausted, and after appropriate management review, a receivable deemed to be uncollectible is considered a bad debt and written off.

Write offs are taken on a claim-by-claim basis. Due to the fact that a large portion of its reimbursement is provided by public health care organizations and private insurers, the Company expects that most of its accounts receivables will be collectible, albeit potentially more slowly outside the North America Segment. A significant change in the Company's collection experience, deterioration in the aging of receivables and collection difficulties could require that the Company increases its estimate of the allowance for doubtful accounts. Any such additional bad debt charges could materially and adversely affect the Company's future operating results.

If, in addition to the Company's existing allowances, 1% of the gross amount of the Company's trade accounts receivable as of December 31, 2018 were uncollectible through either a change in the Company's

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

estimated contractual adjustment or revised estimate of the collectability, the Company's operating income for 2018 would have been reduced by approximately 1.1%.

The following table shows the portion of major debtors or debtor groups of trade accounts and other receivables as at December 31, 2018 and 2017. No single debtor, other than U.S. Medicare and Medicaid, accounted for more than 5% of total trade accounts and other receivables in any of these years. Amounts pending approval from third party payors represented less than 3% of the accounts receivable at December 31, 2018.

Composition of trade accounts and other receivables

	December 31,
	2018		2017
U.S. Government health care programs		33%		28%
U.S. commercial payors		14%		14%
U.S. hospitals		5%		11%
Self-pay of U.S. patients		2%		1%
Other North America segment payors		3%		2%
Product customers and health care payors outside the North America Segment		43%		44%

Total		100%		100%

d) Self-insurance programs

Under the Company's insurance programs for professional, product and general liability, auto liability, worker's compensation and medical malpractice claims, the Company's largest subsidiary which is located in the U.S. is partially self-insured for professional liability claims. For all other coverages, the Company assumes responsibility for incurred claims up to predetermined amounts above which third party insurance applies. Reported liabilities for the year represent estimated future payments of the anticipated expense for claims incurred (both reported and incurred but not reported) based on historical experience and existing claim activity. This experience includes both the rate of claims incidence (number) and claim severity (cost) and is combined with individual claim expectations to estimate the reported amounts.

e) Noncontrolling interests subject to put provisions

The noncontrolling interests subject to put provisions are recognized at their fair value. For further information related to the estimation of these fair values, see notes 1 g) and 23.

f) Variable payments outstanding for acquisitions

Variable payments outstanding for acquisitions are recognized at their fair value. For further information related to the estimation of these fair values, see note 23.

g) Income taxes

The Company is subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions. Different interpretations of tax laws may lead to potential additional tax payments or tax refunds for prior years. To consider income tax provisions or income tax receivables of uncertain tax assessments management's estimations are based on local tax rules of the respective tax jurisdiction and the interpretation of such. Estimates are revised in the period in which there is sufficient evidence to revise the assumption. For further information to estimates related to the recoverability of deferred taxes, see note 1 m).

3. Acquisitions, investments, purchases of intangible assets and divestitures

The Company completed acquisitions, investments and the purchase of intangible assets in the amount of €956,803, €682,676 and €774,277 in 2018, 2017 and 2016, respectively. In 2018, €925,267 was paid in cash and €31,536 were assumed obligations and non-cash consideration. In 2017, €565,694 was paid in cash and €

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

116,982 were assumed obligations and non-cash consideration. In 2016, €521,800 was paid in cash and €252,477 were assumed obligations and non-cash consideration.

Acquisitions

The Company made acquisitions of €280,643, €638,307 and €632,342 in 2018, 2017 and 2016, respectively in order to expand the scope of its services and to increase its market shares in the respective countries. In 2018, €249,965 was paid in cash and €30,678 were assumed obligations and non-cash consideration. In 2017, €521,325 was paid in cash and €116,982 were assumed obligations and non-cash consideration. In 2016, €379,865 was paid in cash and €252,477 were assumed obligations and non-cash consideration.

The Company's acquisition spending was driven primarily by the purchase of dialysis clinics in the normal course of its operations in 2018, 2017 and 2016 as well as the acquisition of an operator of day hospitals in Australia in 2017 and the purchase of a medical technology company focusing on the treatment of lung and cardiac failure in 2016.

Impacts on consolidated financial statements from acquisitions

The assets and liabilities of all acquisitions were recorded at their estimated fair value at the date of the acquisition and are included in the Company's financial statements and operating results from the effective date of acquisition. The previous year's acquisitions did not have a significant impact on the consolidated financial statements in 2018.

The excess of the total acquisition costs over the fair value of the net assets acquired resulted in goodwill of €328,702 and €651,491 at December 31, 2018 and 2017, respectively.

The purchase price allocations for all collectively and individually non-material acquisitions for 2018 are not yet finalized. The Company is in the process of obtaining and evaluating the information necessary for the purchase price allocations, primarily related to property, plant and equipment, intangible assets, accounts receivable and other liabilities. In 2018, based on preliminary purchase price allocations, the Company recorded €328,702 of goodwill and €12,368 of intangible assets, which represent the share of both controlling and noncontrolling interests. Goodwill arose principally due to the fair value of the established streams of future cash flows for these acquisitions versus building similar franchises.

Business combinations during 2018 increased the Company's net income (net income attributable to shareholders of FMC-AG & Co. KGaA) by €2,434, excluding the costs of the acquisitions, and revenue increased by €59,452. Total assets increased €360,375 due to business combinations.

Investments and purchases of intangible assets

Investments and purchases of intangible assets were €676,160, €44,369 and €141,935 in 2018, 2017 and 2016, respectively. These amounts were primarily driven by investments in securities and an equity investment in Humacyte, a medical research, discovery and development company, to gain a 19% fully diluted ownership stake as well as a related exclusive global distribution right to Humacyte's bioengineered human acellular vessels in 2018, as well as purchases of intangible assets and an investment in securities in 2017, and an investment in securities and notes receivables related to an equity method investee in 2016. Of this amount €675,302, €44,369 and €141,935 were paid in cash in 2018, 2017 and 2016, respectively.

Divestitures

Proceeds from divestitures were €1,683,292, €437,031 and €193,893 in 2018, 2017 and 2016, respectively. These amounts mainly related to the divestiture of the controlling interest in Sound Inpatient Physicians, Inc. ("Sound") (see notes 4 c) and 25) as well as divestitures of securities in 2018, the sale of a provider of non-dialysis laboratory testing services and a provider of outsourced clinical services in the North America Segment, divestitures of securities in 2017, a divestment of securities and the repayment of notes receivables related to an equity method investee in 2016. In 2018, €1,682,975 was received in cash and €317 were non-cash components. In 2017, €415,388 was received in cash and €21,643 were non-cash components. In 2016, €190,247 was received in cash and €3,646 were non-cash components.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

4. Notes to the consolidated statements of income

a) Revenue

The Company has recognized the following revenue in the consolidated statement of income for the year ended December 31, 2018:

Revenue

in € THOUS
	2018
	Revenue from contracts with customers		Other revenue		Total
Health care services
Dialysis services		11,420,415		—		11,420,415
Care Coordination		1,622,862		221,012		1,843,874

		13,043,277		221,012		13,264,289

Health care products
Dialysis products		3,115,753		93,068		3,208,821
Non-dialysis products		73,763		—		73,763

		3,189,516		93,068		3,282,584

Total		16,232,793		314,080		16,546,873

The Company has recognized the following amounts as receivables and contract liabilities relating to contracts with customers for the year ended December 31, 2018:

Trade accounts receivables and contract liabilities

in € THOUS
	2018
Trade accounts receivables		3,284,712
Contract liabilities		37,632

Impairment losses in the amount of €16,981 relate to receivables arising from contracts with customers.

Contract liabilities primarily relate to advance payments from customers and to sales of dialysis machines where revenue is recognized upon installation and provision of the necessary technical instructions whereas a receivable is recognized once the machine is billed to the customer.

Contract liabilities are shown in the consolidated balance sheet in line item "Current provisions and other current liabilities".

At December 31, 2018, performance obligations of €1,157,314 are unsatisfied (or partially unsatisfied).

Expected recognition of the transaction price allocated to unsatisfied performance obligations as revenue for the next five years and in the aggregate for the five years thereafter are as follows:

Unsatisfied performance obligations

in € THOUS
1 year			286,003
1 - 3 years			435,325
3 - 5 years			369,238
5 - 10 years			66,748

Total			1,157,314

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

b) Selling, general and administrative expenses

Selling, general and administrative expenses are generated in the administrative, logistic and selling functions which are not attributable to production or research and development. In addition, general and administrative expenses included realized and unrealized foreign exchange gains and losses. In 2018, general and administrative expenses included a Foreign Corrupt Practices Act ("FCPA") related charge of €77,200 (see note 22), an impairment loss on intangible assets and goodwill of €64,719, a net gain from the revaluation of variable payments outstanding for acquisitions of €36,327, a net gain from the sale of fixed assets of €6,041 and a net loss from the sale of investments of €7,938. In 2017, general and administrative expenses included a FCPA related charge of €200,000 (see note 22), a net gain from the sale of fixed assets of €31,959, a net gain from the sale of investments of €36,402 and a net gain from the revaluation of variable payments outstanding for acquisitions of €2,685. In 2016, general and administrative expenses included a net loss from the sale of fixed assets of €11,074, a net gain from the sale of investments of €2,912 and a net loss from the revaluation of variable payments outstanding for acquisitions of €613. For further information, see note 22.

c) (Gain) loss related to divestitures of Care Coordination activities

On April 20, 2018, the Company signed a definitive agreement to divest its controlling interest in Sound to an investment consortium led by Summit Partners, L.P., ("Summit Consortium"). Upon receipt of the required regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Acts of 1976, as amended, and the satisfaction of customary closing conditions, the divestiture was consummated on June 28, 2018. The total transaction proceeds were $1,770,516 (€1,531,109), net of related tax payments. The pre-tax gain related to divestitures for Care Coordination activities was €809,003, which primarily related to this divestiture, the effect of the six month impact from the increase in valuation of Sound's share based payment program, incentive compensation expense and other costs caused by the divestment of Sound. Sound was included in Care Coordination within the North America Segment. The Company's history with Sound, prior to divestment, includes the following milestones:

•: In July 2014, the Company made an investment for a majority interest in Sound, a physician services organization focused on hospitalist, emergency, intensivist and post-acute care services, furthering its strategic investments and expanding the health care services we offer.
•: In November 2014, Sound acquired Cogent Healthcare, expanding Sound to serve over 180 hospitals in 35 states with more than 1,750 providers.
•: In 2017, the Company increased its interest in Sound raising the Company majority interest to almost 100% during the first half of 2017.

d) Research and development expenses

Research and development expenses of €133,615 (2017: €130,704 and 2016: €146,511) included research and non-capitalizable development costs as well as depreciation and amortization expenses related to capitalized development costs of €341 (2017: €432 and 2016: €724).

e) Cost of materials

The cost of materials for the year ended December 31, 2018, 2017 and 2016 consisted of the following:

Cost of materials

in € THOUS
	2018		2017		2016
Cost of raw materials, supplies and purchased components		4,399,968		4,305,683		3,696,528
Cost of purchased services		460,782		450,417		414,289

Cost of materials		4,860,750		4,756,100		4,110,817

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

f) Personnel expenses

Included within costs of revenue, selling, general and administrative expenses and research and development expenses are personnel expenses in the amount of €6,439,653, €6,900,023 and €6,290,504 for the year ended December 31, 2018, 2017 and 2016, respectively. Personnel expenses consisted of the following:

Personnel expenses

in € THOUS
	2018		2017		2016
Wages and salaries		5,025,128		5,396,339		4,940,931
Social security contributions and cost of retirement benefits and social assistance		1,414,525		1,503,684		1,349,573
thereof retirement benefits		156,581		147,332		134,572

Personnel expenses		6,439,653		6,900,023		6,290,504

The Company employed the following personnel on a full-time equivalents basis, on average, for the following years:

Employees by function

	2018		2017		2016
Production and Services		97,971		98,547		94,201
Administration		10,510		9,962		9,318
Sales and Marketing		3,360		3,272		3,099
Research and Development		881		804		736

Total employees		112,722		112,585		107,354

g) Net interest

Net interest in the amount of €301,062 (2017: €364,824 and 2016: €363,408) included interest expense of €448,471 (2017: €416,199 and 2016: €426,809) and interest income of €147,409 (2017: €51,375 and 2016: €63,401). Interest expenses resulted mainly from the Company's financial liabilities which are not accounted for at fair value through profit and loss (see note 13 and note 14) and interest expense related to uncertain tax treatments. In 2018, interest income primarily results from the valuation of the derivatives embedded in the equity-neutral convertible bonds ("Convertible Bonds"), interest on overdue receivables and lease receivables as well as interest related to uncertain tax treatments. In 2017, interest income was mainly attributable to the valuation of the Share Options, interest on overdue receivables and lease receivables as well as interest income related to uncertain tax treatment. In 2016, a large part of interest income was attributable to interest income related to uncertain tax treatment as well as the valuation of the derivatives embedded in the Convertible Bonds (see note 23).

h) Income taxes

Income before income taxes is attributable to the following geographic locations:

Income before income taxes

in € THOUS
	2018		2017			2016
Germany		161,861		(20,363	)		194,068
United States		2,191,834		1,589,501			1,491,059
Other		383,041		428,477			360,367

Total		2,736,736		1,997,615			2,045,494

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Income tax expense (benefit) for the years ended December 31, 2018, 2017 and 2016 consisted of the following:

Income tax expense (benefit)

in € THOUS
	2018			2017			2016
Current
Germany		45,136			77,934			53,316
United States		261,211			437,201			454,718
Other		115,561			130,992			128,320

		421,908			646,127			636,354

Deferred
Germany		(34,685	)		(36,022	)		(23,703	)
United States		145,700			(156,704	)		27,570
Other		(21,844	)		(10,320	)		(14,779	)

		89,171			(203,046	)		(10,912	)

Total		511,079			443,081			625,442

A reconciliation between the expected and actual income tax expense is shown below. The expected corporate income tax expense is computed by applying the German corporation tax rate (including the solidarity surcharge) and the trade tax rate on income before income taxes. The German combined statutory tax rates were 30,18%, 29.90% and 29.69% for the fiscal years ended December 31, 2018, 2017 and 2016, respectively.

Reconciliation of income taxes

in € THOUS
	2018			2017			2016
Expected corporate income tax expense		825,810			597,187			607,206
Tax free income		(50,747	)		(44,302	)		(37,495	)
Income from equity method investees		(18,185	)		(18,706	)		(15,642	)
Tax rate differentials		(106,258	)		139,122			133,550
Non-deductible expenses		60,721			106,125			32,080
Taxes for prior years		(91,138	)		(20,573	)		(10,077	)
Noncontrolling partnership interests		(61,936	)		(105,832	)		(105,536	)
Tax on divestitures		(74,560	)		—			—
Tax rate changes		(219	)		(238,130	)		(120	)
Change in realizability of deferred tax assets and tax credits		3,211			7,254			5,945
Withholding taxes		4,564			6,606			7,909
Other		19,816			14,330			7,624

Income tax expense		511,079			443,081			625,442



Effective tax rate		18.7	%		22.2	%		30.5	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The tax effects of the temporary differences and net operating losses that give rise to deferred tax assets and liabilities at December 31, 2018 and 2017, are presented below:

Deferred income tax assets and liabilities

in € THOUS
	2018			2017
Deferred tax assets
Trade accounts receivable		25,090			19,821
Inventories		70,223			56,672
Intangible assets		6,980			6,925
Property, plant and equipment and other non-current assets		62,124			60,186
Provisions and other liabilities		93,637			116,045
Pension liabilities		98,278			80,868
Net operating loss carryforwards, tax credit carryforwards and interest carryforwards		93,890			118,994
Derivatives		2,160			2,215
Compensation expense related to stock options		3,732			16,933
Other		15,390			11,894

Total deferred tax assets		471,504			490,553

Deferred tax liabilities
Trade accounts receivable		29,596			18,171
Inventories		12,598			7,401
Intangible assets		433,228			410,941
Property, plant and equipment and other non-current assets		136,392			97,779
Provisions and other liabilities		14,678			6,714
Derivatives		1,978			2,480
Other		123,870			99,439

Total deferred tax liabilities		752,340			642,925

Net deferred tax liabilities		(280,836	)		(152,372	)

In the consolidated balance sheets, the accumulated amounts of deferred tax assets and liabilities are shown as follows:

Net deferred income tax assets and liabilities

in € THOUS
	2018			2017
Deferred tax assets		345,685			315,168
Deferred tax liabilities		626,521			467,540

Net deferred tax liabilities		(280,836	)		(152,372	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The net operating losses included in the table below reflect U.S. federal tax, German corporate income tax, and other tax loss carryforwards in the various countries in which the Company operates, and expire as follows:

Net operating loss carryforwards

in € THOUS
2019			12,655
2020			5,889
2021			7,182
2022			9,439
2023			10,738
2024			3,390
2025			3,277
2026			6,110
2027			9,385
2028 and thereafter			47,990
Without expiration date			181,479

Total			297,534

Included in the balance of net operating loss carryforwards at December 31, 2018 are €166,313 not expected to be absorbed. Deferred tax assets regarding this portion are not recognized.

In assessing the realizability of deferred tax assets, management considers to which extent it is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and tax loss carryforwards become deductible. Management considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is probable the Company will realize the benefits of these deferred tax assets at December 31, 2018.

The Company provides for income taxes and foreign withholding taxes on the cumulative earnings of foreign subsidiaries and foreign subsidiaries in which the Company has ownership of less than 100% that will not be reinvested. At December 31, 2018, the Company provided for €10,656 (2017: €11,744) of deferred tax liabilities associated with earnings that are likely to be distributed in 2019 and the following years. Provision has not been made for additional taxes on €8,240,031 (2017: €5,978,278) undistributed earnings of foreign subsidiaries as these earnings are considered indefinitely reinvested. The earnings could become subject to additional tax if remitted or deemed remitted as dividends; however, calculation of such additional tax is not practicable. These taxes would predominantly comprise foreign withholding tax on dividends of foreign subsidiaries, and German income tax; however, those dividends and capital gains would generally be 95% tax free for German tax purposes.

In the U.S., the tax reform was enacted by signature of the president of the Tax Cuts and Jobs Act on December 22, 2017. The Act reduced the U.S. corporate income tax rate from 35% to 21% effective from January 1, 2018. Deferred tax assets and liabilities expected to reverse in 2018 and beyond, were remeasured using the corporate income tax rate that was enacted by the balance sheet date and will apply for future financial years. For the year ended December 31, 2017, the remeasurement of deferred tax assets and liabilities resulted in a deferred tax benefit of €235,692 which was recognized in tax expense affecting profit and loss and included in the balance of €238,130 in the reconciling item "tax rate changes" in the table "reconciliation of income taxes" above.

5. Related party transactions

Fresenius SE is the Company's largest shareholder and owns 30.75% of the Company's outstanding shares, excluding treasury shares held by the Company, at December 31, 2018. The Company has entered into certain arrangements for services, leases and products with Fresenius SE or its subsidiaries and with certain of the Company's equity method investees as described in item a) below. The Company's terms related to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

the receivables or payables for these services, leases and products are generally consistent with the normal terms of the Company's ordinary course of business transactions with unrelated parties and the Company believes that these arrangements reflect fair market terms. The Company utilizes various methods to verify the commercial reasonableness of its related party arrangements. Financing arrangements as described in item b) below have agreed upon terms which are determined at the time such financing transactions occur and reflect market rates at the time of the transaction. The relationship between the Company and its key management personnel who are considered to be related parties is described in item c) below. Our related party transactions are settled through Fresenius SE's cash management system where appropriate.

a) Service agreements, lease agreements and products

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. The Company also provides central purchasing services to the Fresenius SE Companies. These related party agreements generally have a duration of 1 to 5 years and are renegotiated on an as needed basis when the agreement comes due. The Company provides administrative services to one of its equity method investees.

The Company is a party to real estate operating lease agreements with the Fresenius SE Companies, which mainly include leases for the Company's corporate headquarters in Bad Homburg, Germany and production sites in Schweinfurt and St. Wendel, Germany. The majority of the leases expire at the end of 2026. As of December 31, 2018 and 2017, future minimum rental payments under non-cancelable operating leases with Fresenius SE were €40,316 and €53,374 as well as €107,797 and €118,962 with other Fresenius SE affiliates, respectively. These minimum rental payments are included within the amounts disclosed in note 21.

In addition to the above mentioned service and lease agreements, the Company sold products to the Fresenius SE Companies and made purchases from the Fresenius SE Companies and equity method investees. In addition, Fresenius Medical Care Holdings, Inc. ("FMCH") purchases heparin supplied by Fresenius Kabi USA, Inc. ("Kabi USA"), through an independent group purchasing organization ("GPO"). Kabi USA is an indirect, 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. FMCH acquires 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.

The Company entered into an agreement with a Fresenius SE company for the manufacturing of infusion bags. In order to establish the new production line, the Company purchased machinery from the Fresenius SE company in the amount of €4,497 during the year ended December 31, 2018.

In December 2010, the Company and Galenica Ltd. (now known as Vifor Pharma Ltd.) formed the renal pharmaceutical company Vifor Fresenius Medical Care Renal Pharma Ltd., ("VFMCRP"), an equity method investee of which the Company owns 45%. The Company has entered into exclusive supply agreements to purchase certain pharmaceuticals from VFMCRP. Under the terms of a certain unconditional purchase agreement, the Company is obligated to purchase approximately €2,206,742 of pharmaceuticals, of which €305,188 is committed at December 31, 2018 for 2019. The term of this agreement runs until 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Below is a summary, including the Company's receivables from and payables to the indicated parties resulting from the above described transactions with related parties.

Service agreements, lease agreements and products

in € THOUS
	2018				2017				2016				December 31, 2018				December 31, 2017
	Sales of goods and services		Purchases of goods and services		Sales of goods and services		Purchases of goods and services		Sales of goods and services		Purchases of goods and services		Accounts receivable		Accounts payable		Accounts receivable		Accounts payable
Service agreements ⁽¹⁾
Fresenius SE		445		24,456		381		21,704		389		20,220		378		4,019		40		2,948
Fresenius SE affiliates		3,819		101,590		11,111		81,491		4,866		74,083		681		8,470		9,445		4,696
Equity method investees		20,043		—		17,797		—		17,578		—		2,449		—		1,738		—

Total		24,307		126,046		29,289		103,195		22,833		94,303		3,508		12,489		11,223		7,644



Lease agreements
Fresenius SE		—		8,745		—		8,456		—		9,475		—		—		—		—
Fresenius SE affiliates		—		15,852		—		13,676		—		13,717		—		—		—		—

Total		—		24,597		—		22,132		—		23,192		—		—		—		—



Products
Fresenius SE		—		—		1		—		2		—		—		—		—		—
Fresenius SE affiliates		33,564		39,181		30,529		40,467		26,049		43,390		8,750		3,658		9,148		3,976
Equity method investees		—		425,430		—		399,180		—		371,241		—		57,975		—		36,550

Total		33,564		464,611		30,530		439,647		26,051		414,631		8,750		61,633		9,148		40,526

(1): In addition to the above shown accounts payable, accrued expenses for service agreements with related parties amounted to €9,376 and €6,397 at December 31, 2018 and 2017.

b) Financing

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. As of December 31, 2018 and December 31, 2017, the Company had accounts receivable from Fresenius SE related to short-term financing in the amount of €80,228 and €91,026, respectively. As of December 31, 2018 and December 31, 2017, the Company had accounts payable to Fresenius SE related to short-term financing in the amount of €32,454 and €76,159, respectively. The interest rates for these cash management arrangements are set on a daily basis and are based on the then-prevailing overnight reference rate, with a floor of zero, for the respective currencies.

At August 19, 2009, the Company borrowed €1,500 from the General Partner on an unsecured basis at 1.335%. The loan repayment has been extended periodically and is currently due August 22, 2019 with an interest rate of 0.825%. At November 28, 2013, the Company borrowed an additional €1,500 with an interest rate of 1.875% from the General Partner. The loan repayment has been extended periodically and is currently due on November 23, 2019 with an interest rate of 0.825%.

The Company provided unsecured term loans to one of its equity method investees during 2015 and 2016 in the amount of CHF 78,416 (€71,928 based upon the average exchange rate for the twelve months ended December 31, 2016). These loans were repaid in full during the first half of 2016. The loans were entered into in order to fund the 2015 sale of European marketing rights for certain renal pharmaceuticals to the same equity method investee as well as to finance the investee's payments for license and distribution agreements. These marketing rights were sold to this equity method investee in 2015 which resulted in a gain of approximately €10,058, after tax.

At December 31, 2018 and December 31, 2017, a subsidiary of Fresenius SE held unsecured bonds issued by the Company in the amount of €6,000 and €6,000, respectively. The bonds were issued in 2011 and 2012, mature in 2021 and 2019, respectively, and each has a coupon rate of 5.25% with interest payable semiannually. For further information on these bonds, see note 14.

At December 31, 2018 and December 31, 2017, the Company borrowed from Fresenius SE in the amount of €185,900 at an interest rate of 0.825% and €6,000 at an interest rate of 0.825%, respectively. For further information on this loan agreement, see note 13.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

c) Key management personnel

Due to the Company's legal form of a German partnership limited by shares, the General Partner holds a key management position within the Company. In addition, as key management personnel, members of the Management Board and the Supervisory Board, as well as their close relatives, are considered related parties.

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 members of the Management Board. The aggregate amount reimbursed to the General Partner was €14,612, €25,995 and €18,153, respectively, for its management services during 2018, 2017 and 2016 and included an annual fee of €120 as compensation for assuming liability as general partner. The annual fee is set at 4% of the amount of the General Partner's share capital (€3,000 as of December 31, 2018). As of December 31, 2018 and December 31, 2017, the Company had accounts receivable from the General Partner in the amount of €176 and €246, respectively. As of December 31, 2018 and December 31, 2017, the Company had accounts payable to the General Partner in the amount of €47,205 and €23,020, respectively.

Effective May 17, 2018, Dr. Gerd Krick, resigned from the position of Chairman of the Company's Supervisory Board. Dr. Gerd Krick retains his positions as Chairman of the supervisory board of Fresenius SE and of the general partner of Fresenius SE. He is also a member of the supervisory board of the Company's General Partner.

Effective May 17, 2018, Dr. Dieter Schenk assumed the position of Chairman of the Company's Supervisory Board. Dr. Dieter Schenk retains his positions as the Vice Chairman of the supervisory board of the general partner of Fresenius SE as well as the Vice Chairman of the supervisory board of the Company's General Partner. He is also Chairman of the Advisory Board of a charitable foundation that is the sole shareholder of the general partner of Fresenius SE. He was also a partner in a law firm which provided services to the Company and certain of its subsidiaries until December 31, 2017. While Dr. Dieter Schenk was a partner in the law firm, the Company incurred expenses in the amount of €2,337 and €1,258 for services during 2017 and 2016, respectively. Three of the five members of the Company's Supervisory Board, including the Chairman Dr. Dieter Schenk and the Vice Chairman Rolf A. Classon, are also members of the supervisory board of the Company's General Partner.

The Chairman of the supervisory board of the Company's General Partner, Stephan Sturm, is also the Chairman of the management board of the general partner of Fresenius SE. Rachel Empey is a member of the supervisory board of the Company's General Partner as well as a member of the management board of the general partner of Fresenius SE. Additionally, the Chairman and Chief Executive Officer of the Management Board of the Company's General Partner, Rice Powell, is a member of the Management Board of the general partner of Fresenius SE.

For information regarding compensation of the Management Board and the Supervisory Board of the Company see note 28.

6. Cash and cash equivalents

As of December 31, 2018 and 2017, cash and cash equivalents are as follows:

Cash and cash equivalents

in € THOUS
	2018		2017
Cash		831,885		620,145
Securities and time deposits		1,313,747		357,964

Cash and cash equivalents		2,145,632		978,109

The cash and cash equivalents disclosed in the table above, and respectively in the consolidated statement of cash flows, include at December 31, 2018 an amount of €5,002 (2017: €53,694) from collateral requirements towards an insurance company in North America that are not available for use.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

7. Trade accounts and other receivables

As of December 31, 2018, the allowance on trade accounts and other receivables includes the impact from the implementation of IFRS 9 which resulted in an increase of €3,490 in the allowance.

Due to the implementation of IFRS 15 the implicit price concessions in North America are deducted from the trade accounts and other receivables and are no longer part of the corresponding allowance. This isolated impact of €366,010 as of December 31, 2018 was recorded against trade accounts receivable and the allowance.

As of December 31, 2018 and December 31, 2017, trade accounts and other receivables are as follows:

Trade accounts and other receivables

in € THOUS
	December 31, 2018						December 31, 2017
				thereof Credit- Impaired
Trade accounts and other receivables, gross		3,455,721			325,240			3,864,217
thereof Finance Lease Receivables		28,726			—			58,336
less allowances		(118,015	)		(85,775	)		(474,891	)

Trade accounts and other receivables		3,337,706			239,465			3,389,326

The other receivables in the amount of €66,496 include receivables from finance leases, operating leases and insurance contracts.

All trade accounts and other receivables are due within one year. A small portion of the trade account receivables are subject to factoring agreements.

Trade accounts receivables and finance lease receivables with a term of more than one year in the amount of €120,668 (December 31, 2017: €90,344) are included in the balance sheet item "Other non-current assets". For these trade accounts receivables and finance leases, the implementation of IFRS 9 results in an increase of the allowance, which amounts to €278.

The following table shows the development of the allowance for doubtful accounts in the fiscal years 2018, 2017 and 2016:

Development of allowance for doubtful accounts

in € THOUS
	2018			2017			2016
Allowance for doubtful accounts as of January 1		474,891			482,461			427,841
Change in valuation allowances as recorded in the consolidated statements of income		19,112			549,631			430,974
Write-offs and recoveries of amounts previously written-off		(378,201	)		(501,229	)		(391,827	)
Foreign currency translation		2,213			(55,972	)		15,473

Allowance for doubtful accounts as of December 31		118,015			474,891			482,461

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The following tables show the ageing analysis of trade accounts and other receivables and the allowance for doubtful accounts as of December 31, 2018 and as of December 31, 2017:

Aging analysis of trade accounts and other receivables 2018

in € THOUS
	not overdue			up to 3 months overdue			3 to 6 months overdue			6 to 12 months overdue			more than 12 months overdue			Total
Trade accounts and other receivables		1,949,665			848,092			217,024			194,769			246,171			3,455,721
less allowance for doubtful accounts		(8,043	)		(4,711	)		(5,209	)		(5,946	)		(94,106	)		(118,015	)

Trade accounts and other receivables, net		1,941,622			843,381			211,815			188,823			152,065			3,337,706

Aging analysis of trade accounts and other receivables 2017

in € THOUS
	not overdue			up to 3 months overdue			3 to 6 months overdue			6 to 12 months overdue			more than 12 months overdue			Total
Trade accounts receivable		2,139,444			807,030			312,129			241,372			364,242			3,864,217
less allowance for doubtful accounts		(61,219	)		(123,226	)		(67,484	)		(58,441	)		(164,521	)		(474,891	)

Trade accounts receivable, net		2,078,225			683,804			244,645			182,931			199,721			3,389,326

8. Inventories

At December 31, 2018 and December 31, 2017, inventories consisted of the following:

Inventories

in € THOUS
	2018		2017
Finished goods		774,133		672,851
Health care supplies		391,593		343,351
Raw materials and purchased components		224,054		193,295
Work in process		77,023		81,282

Inventories		1,466,803		1,290,779

Under the terms of certain unconditional purchase agreements, the Company is obligated to purchase approximately €492,062 of materials, of which €262,362 is committed at December 31, 2018 for 2019. The terms of these agreements run 1 to 5 years. Another unconditional purchase agreement exists with an equity method investee of the Company. For further information on this agreement, see note 5.

Allowances on Inventories amounted to €62,990 and €47,329 for the years ended December 31, 2018 and 2017, respectively.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

9. Other current assets

At December 31, 2018 and 2017, other current assets consisted of the following:

Other current assets

in € THOUS
	2018		2017
Income taxes receivable		159,290		56,153
Other taxes receivable		107,708		90,808
Debt securities		99,592		—
Receivables for supplier rebates		68,203		48,222
Prepaid rent		57,319		52,251
Payments on account		54,778		51,282
Prepaid insurance		23,632		20,629
Deposit / Guarantee / Security		19,915		15,465
Derivatives		7,837		11,810
Other		205,809		257,830

Other current assets		804,083		604,450

The item "Other" in the table above primarily includes loans to customers, receivables from employees and notes receivables.

10. Property, plant and equipment

At December 31, 2018 and 2017, the acquisition or manufacturing costs and the accumulated depreciation of property, plant and equipment consisted of the following:

Acquisition or manufacturing costs

in € THOUS
	January 1, 2018		Foreign currency translation		Changes in consolidation group			Additions		Reclassi- fications			Disposals			December 31, 2018
Land		56,540		2,299		358			605		490			(1,405	)		58,887
Buildings and improvements		2,881,688		108,998		692			67,272		328,718			(75,664	)		3,311,704
Machinery and equipment		4,174,027		96,766		(2,576	)		465,117		29,325			(220,753	)		4,541,906
Machinery, equipment and rental equipment under capitalized leases		80,916		3,880		(98	)		6,259		665			(1,888	)		89,734
Construction in progress		462,226		6,759		4,519			419,347		(387,131	)		(552	)		505,168

Property, plant and equipment		7,655,397		218,702		2,895			958,600		(27,933	)		(300,262	)		8,507,399

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Acquisition or manufacturing costs

in € THOUS
	January 1, 2017		Foreign currency translation			Changes in consolidation group			Additions		Reclassi- fications			Disposals			December 31, 2017
Land		65,041		(4,528	)		198			1,748		298			(6,217	)		56,540
Buildings and improvements		2,997,533		(311,782	)		8,971			40,577		276,435			(130,046	)		2,881,688
Machinery and equipment		4,156,542		(314,568	)		20,057			463,516		47,169			(198,689	)		4,174,027
Machinery, equipment and rental equipment under capitalized leases		83,558		(6,825	)		(3,082	)		8,799		(195	)		(1,339	)		80,916
Construction in progress		442,289		(43,012	)		781			390,909		(326,565	)		(2,176	)		462,226

Property, plant and equipment		7,744,963		(680,715	)		26,925			905,549		(2,858	)		(338,467	)		7,655,397

Depreciation

in € THOUS
	January 1, 2018		Foreign currency translation		Changes in consolidation group			Additions		Reclassi- fications			Disposals			December 31, 2018
Land		1,239		38		—			—		—			18			1,295
Buildings and improvements		1,580,103		65,251		(1,484	)		221,866		(786	)		(46,897	)		1,818,053
Machinery and equipment		2,538,436		58,817		(4,278	)		400,439		(13,986	)		(180,719	)		2,798,709
Machinery, equipment and rental equipment under capitalized leases		43,848		2,485		(289	)		9,118		30			(1,860	)		53,332
Construction in progress		—		—		—			—		—			—			—

Property, plant and equipment		4,163,626		126,591		(6,051	)		631,423		(14,742	)		(229,458	)		4,671,389

Depreciation

in € THOUS
	January 1, 2017		Foreign currency translation			Changes in consolidation group			Additions		Reclassi- fications			Disposals			December 31, 2017
Land		1,270		(47	)		—			—		—			16			1,239
Buildings and improvements		1,624,145		(174,475	)		(426	)		216,458		(2,350	)		(83,249	)		1,580,103
Machinery and equipment		2,498,941		(184,907	)		(3,024	)		395,570		2,147			(170,291	)		2,538,436
Machinery, equipment and rental equipment under capitalized leases		40,981		(3,407	)		(2,995	)		10,678		(481	)		(928	)		43,848
Construction in progress		—		—			—			—		—			—			—

Property, plant and equipment		4,165,337		(362,836	)		(6,445	)		622,706		(684	)		(254,452	)		4,163,626

Book value

in € THOUS
	December 31, 2018		December 31, 2017
Land		57,592		55,301
Buildings and improvements		1,493,651		1,301,585
Machinery and equipment		1,743,197		1,635,591
Machinery, equipment and rental equipment under capitalized leases		36,402		37,068
Construction in progress		505,168		462,226

Property, plant and equipment		3,836,010		3,491,771

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Depreciation expense for property, plant and equipment amounted to €631,423, €622,706 and €594,019 for the years ended December 31, 2018, 2017, and 2016, respectively. These expenses are allocated within costs of revenue, selling, general and administrative and research and development expenses depending upon the area in which the asset is used.

Included in machinery and equipment at December 31, 2018 and 2017 were €731,427 and €657,618, respectively, of peritoneal dialysis cycler machines which the Company leases to customers with end-stage renal disease on a month-to-month basis and hemodialysis machines which the Company leases to physicians under operating leases.

At December 31, 2018, the hyperinflationary effects on property, plant and equipment consisted of the following:

Effect of hyperinflation in Argentina

in € THOUS
	Acquisition or manufacturing costs		Accumulated depreciation		December 31, 2018
Land		1,581		—		1,581
Buildings and improvements		13,575		5,454		8,121
Machinery and equipment		21,821		15,321		6,500
Machinery, equipment and rental equipment under capitalized leases		—		—		—
Construction in progress		656		—		656

Property, plant and equipment		37,633		20,775		16,858

11. Intangible assets and goodwill

At December 31, 2018 and 2017, the acquisition or manufacturing costs and the accumulated amortization of intangible assets and goodwill consisted of the following:

Acquisition or manufacturing costs

in € THOUS
	January 1, 2018		Foreign currency translation		Changes in consolidation group			Additions		Reclassi- fications			Disposals			December 31, 2018
Amortizable intangible assets
Non-compete agreements		310,163		12,427		6,339			720		(2	)		(4,737	)		324,910
Technology		149,191		3,973		—			—		—			—			153,164
Licenses and distribution agreements		173,713		3,049		—			61,166		(3	)		(2,300	)		235,625
Customer relationships		147,096		2,015		(125,264	)		—		—			—			23,847
Construction in progress		78,757		2,785		—			107,097		(23,050	)		(17,587	)		148,002
Internally developed intangibles		169,095		2,158		(9,763	)		17,501		38,643			(601	)		217,033
Other		358,092		9,490		(3,368	)		9,881		12,883			(5,588	)		381,390

		1,386,107		35,897		(132,056	)		196,365		28,471			(30,813	)		1,483,971



Non-amortizable intangible assets
Tradename		174,689		8,212		—			—		—			—			182,901
Management contracts		3,038		96		—			—		—			—			3,134

		177,727		8,308		—			—		—			—			186,035



Intangible assets		1,563,834		44,205		(132,056	)		196,365		28,471			(30,813	)		1,670,006



Goodwill		12,103,921		441,972		(336,287	)		—		—			—			12,209,606

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Acquisition or manufacturing costs

in € THOUS
	January 1, 2017		Foreign currency translation			Changes in consolidation group			Additions		Reclassi- fications			Disposals			December 31, 2017
Amortizable intangible assets
Non-compete agreements		342,157		(39,132	)		11,046			—		(1,541	)		(2,367	)		310,163
Technology		167,814		(11,924	)		(1,370	)		—		—			(5,329	)		149,191
Licenses and distribution agreements		182,855		(11,079	)		(535	)		4,119		(398	)		(1,249	)		173,713
Customer relationships		247,428		(23,852	)		(76,480	)		—		—			—			147,096
Construction in progress		17,904		(2,689	)		16,600			56,718		(9,776	)		—			78,757
Internally developed intangibles		164,396		(13,244	)		—			13,878		6,668			(2,603	)		169,095
Other		375,355		(31,215	)		6,036			12,693		796			(5,573	)		358,092

		1,497,909		(133,135	)		(44,703	)		87,408		(4,251	)		(17,121	)		1,386,107



Non-amortizable intangible assets
Tradename		198,692		(24,003	)		—			—		—			—			174,689
Management contracts		3,318		(280	)		—			—		—			—			3,038

		202,010		(24,283	)		—			—		—			—			177,727



Intangible assets		1,699,919		(157,418	)		(44,703	)		87,408		(4,251	)		(17,121	)		1,563,834



Goodwill		12,955,574		(1,448,071	)		596,418			—		—			—			12,103,921

Amortization

in € THOUS
	January 1, 2018		Foreign currency translation		Changes in consolidation group			Additions		Impairment loss		Reclassi- fications			Disposals			December 31, 2018
Amortizable intangible assets
Non-compete agreements		262,381		11,338		(1,468	)		14,675		—		17			(4,647	)		282,296
Technology		64,563		2,995		(356	)		10,740		46,663		—			—			124,605
Licenses and distribution agreements		119,819		577		—			12,673		726		(3	)		(2,300	)		131,492
Customer relationships		50,572		727		(53,247	)		9,226		—		—			(33	)		7,245
Construction in progress		—		—		—			—		16,750		—			(16,750	)		—
Internally developed intangibles		108,906		2,927		(2,475	)		20,357		—		9,202			(574	)		138,343
Other		274,535		8,003		(6,375	)		25,753		580		6,064			(3,866	)		304,694

		880,776		26,567		(63,921	)		93,424		64,719		15,280			(28,170	)		988,675

Amortization

in € THOUS
	January 1, 2017		Foreign currency translation			Changes in consolidation group			Additions		Impairment loss		Reclassi- fications			Disposals			December 31, 2017
Amortizable intangible assets
Non-compete agreements		278,102		(33,657	)		—			21,790		—		(1,555	)		(2,299	)		262,381
Technology		61,133		(7,742	)		—			11,172		—		—			—			64,563
Licenses and distribution agreements		114,934		(6,502	)		—			12,646		—		(10	)		(1,249	)		119,819
Customer relationships		59,576		(6,795	)		(24,977	)		22,768		—		—			—			50,572
Construction in progress		—		—			—			—		—		—			—			—
Internally developed intangibles		102,024		(8,125	)		—			16,051		—		780			(1,824	)		108,906
Other		281,030		(24,193	)		58			28,346		—		(5,640	)		(5,066	)		274,535

		896,799		(87,014	)		(24,919	)		112,773		—		(6,425	)		(10,438	)		880,776

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Book value

in € THOUS
	December 31, 2018		December 31, 2017
Amortizable intangible assets
Non-compete agreements		42,614		47,782
Technology		28,559		84,628
Licenses and distribution agreements		104,133		53,894
Customer relationships		16,602		96,524
Construction in progress		148,002		78,757
Internally developed intangibles		78,690		60,189
Other		76,696		83,557

		495,296		505,331



Non-amortizable intangible assets
Tradename		182,901		174,689
Management contracts		3,134		3,038

		186,035		177,727



Intangible assets		681,331		683,058



Goodwill		12,209,606		12,103,921

The amortization of intangible assets amounted to €93,424, €112,773 and €107,517 for the years ended December 31, 2018, 2017, and 2016, respectively. These expenses are allocated within costs of revenue, selling, general and administrative and research and development expenses depending upon the area in which the asset is used.

At December 31, 2018, the hyperinflationary effects on intangible assets and goodwill consisted of the following:

Effect of hyperinflation in Argentina

in € THOUS
	Acquisition or manufacturing costs		Accumulated depreciation		December 31, 2018
Amortizable intangible assets
Internally developed intangibles		142		129		13
Other		1,889		1,209		680

Intangible assets		2,031		1,338		693



Goodwill		20,197		2,118		18,079

Goodwill and intangible assets with indefinite useful lives

The increase in the carrying amount of goodwill is mainly a result of the impact of foreign currency translations and acquisitions, partially offset by the divestiture of Sound. The Company's acquisitions consisted primarily of the purchase of clinics in the normal course of operations in 2018 and 2017 and the acquisition of an operator of day hospitals in Australia in 2017.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The carrying amount of goodwill and intangibles with indefinite useful life is allocated to the CGUs at December 31, 2018 and 2017 as follows:

Allocation of the carrying amount to CGUs

in € THOUS
	North America				EMEA				Asia-Pacific				Latin America
	2018		2017		2018		2017		2018		2017		2018		2017
Goodwill		10,128,309		10,152,243		1,282,632		1,226,983		662,097		641,271		136,568		83,424
Management contracts with indefinite useful life		—		—		—		—		3,134		3,038		—		—
Trade name with indefinite useful life		182,329		174,074		—		—		—		—		572		615

The recoverability of goodwill and other separable intangible assets with indefinite useful lives recorded in the Company's consolidated balance sheets was verified. As a result, the Company did not record any impairment losses in 2018 and 2017.

12. Current provisions and other current liabilities

Current provisions

The following table shows a reconciliation of the current provisions for 2018:

Development of current provisions

in € THOUS
	January 1, 2018		Foreign currency translation			Changes in consolidation group			Utilized			Reversed			Additions		Reclassifications		December 31, 2018
FCPA related charge		210,616		—			—			(63,836	)		—			77,200		—		223,980
Self-insurance programs		223,536		9,510			(582	)		(154,958	)		—			120,801		—		198,307
Personnel expenses		28,786		142			220			(15,939	)		(7,807	)		11,134		25,894		42,430
Risk of lawsuit		14,918		(345	)		—			(6,513	)		(5	)		24,249		—		32,304
Other current provisions		25,056		495			327			(8,922	)		(3,027	)		13,566		—		27,495

Current provisions		502,912		9,802			(35	)		(250,168	)		(10,839	)		246,950		25,894		524,516

FCPA related charge

The Company recorded charges of €200,000 in 2017 and €77,200 in 2018 encompassing estimates for the government's claims for profit disgorgement, penalties, certain legal expenses, and other related costs or asset impairments believed likely to be necessary for full and final resolution, by litigation or settlement, of the claims and issues arising from the investigation. The increase recorded in 2018 took into consideration preliminary understandings with the government on the financial terms of a potential settlement. Following this increase, which takes into account incurred and anticipated legal expenses, impairments and other costs, the provision totals €223,980 as of December 31, 2018. For further information on these investigations see note 22.

Self-insurance programs

See note 2 d).

Personnel expenses

Personnel expenses mainly refer to provisions for share-based plans, the current portion of the provisions for accrued severance payments and provisions for jubilee payments. As at December 31, 2018 and 2017 the provisions for share-based plans amounted to €15,479 and €6,845 respectively. See note 20.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Risk of lawsuit

See note 22.

Other current provisions

The item "Other current provisions" in the table above includes provisions for warranties, physician compensation and return of goods.

Other current liabilities

As at December 31, 2018 and 2017 other current liabilities consisted of the following:

Other current liabilities

in € THOUS
	2018		2017
Personnel liabilities		654,457		705,534
Noncontrolling interests subject to put provisions		494,576		469,549
Unapplied cash and receivable credits		364,657		311,925
Invoices outstanding		150,754		160,196
Rent and lease obligations		138,210		111,196
Withholding tax and VAT		100,086		100,327
Interest liabilities		92,961		99,493
Variable payments outstanding for acquisitions		57,217		14,712
Legal matters, advisory and audit fees		38,778		38,553
Contract liabilities		37,628		—
Bonuses, commissions		26,831		26,800
Liabilities for insurance premiums		16,375		7,733
Derivatives		8,216		11,702
Subsidiary Stock Incentive Plan		26		30,697
Other liabilities		199,000		267,401

Other current liabilities		2,379,772		2,355,818

Personnel liabilities

The personnel liabilities mainly refer to liabilities for wages and salaries, bonuses and vacation payments.

Contract liabilities

Other liabilities

The item "Other liabilities" in the table above includes deferred income and the current portion of pension liabilities.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

13. Short-term debt and short-term debt from related parties

At December 31, 2018 and December 31, 2017, short-term debt and short-term debt from related parties consisted of the following:

Short-term debt and short-term debt from related parties

in € THOUS
	2018		2017
Commercial paper program		999,873		679,886
Borrowings under lines of credit		204,491		79,313
Other		930		1,080

Short-term debt		1,205,294		760,279
Short-term debt from related parties (see note 5 b)		188,900		9,000

Short-term debt and short-term debt from related parties		1,394,194		769,279

Commercial paper program

The Company maintains a commercial paper program under which short-term notes of up to €1,000,000 can be issued. At December 31, 2018 and 2017, the outstanding commercial paper amounted to €1,000,000 and €680,000, respectively.

Borrowings under lines of credit and further availabilities

Borrowings under lines of credit in the amount of €204,491 and €79,313 at December 31, 2018 and 2017, respectively, represented amounts borrowed by the Company and its subsidiaries under lines of credit with commercial banks. The average interest rates on these borrowings at December 31, 2018 and 2017 were 1.21% and 6.72%, respectively.

Excluding amounts available under the Amended 2012 Credit Agreement (see note 14 below), at December 31, 2018 and 2017, the Company had €386,619 and €258,066 available under other commercial bank agreements. In some instances, lines of credit are secured by assets of the Company's subsidiary that is party to the agreement or may require the Company's guarantee. In certain circumstances, the subsidiary may be required to meet certain covenants.

The Company and certain consolidated entities operate a multi-currency notional pooling cash management system. The Company met the conditions to offset balances within this cash pool for reporting purposes. At December 31, 2018 and 2017, cash and borrowings under lines of credit in the amount of €122,256 and €318,654 were offset under this cash management system.

Other

At December 31, 2018 and 2017, the Company had €930 and €1,080 of other debt outstanding related to fixed payments outstanding for acquisitions.

Short-term debt from related parties

The Company is party to an unsecured loan agreement with Fresenius SE under which the Company or FMCH may request and receive one or more short-term advances up to an aggregate amount of $400,000 until maturity on July 31, 2022. For further information on short-term debt from related parties, see note 5 b).

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

14. Long-term debt and capital lease obligations

As of December 31, 2018 and 2017, long-term debt and capital lease obligations consisted of the following:

Long-term debt and capital lease obligations

in € THOUS
	2018			2017
Amended 2012 Credit Agreement		1,887,357			2,017,952
Bonds		3,700,446			3,810,483
Convertible Bonds		393,232			386,984
Accounts Receivable Facility		—			293,673
Capital lease obligations		36,144			37,704
Other		134,855			131,611

Long-term debt and capital lease obligations		6,152,034			6,678,407
Less current portion		(1,106,519	)		(883,535	)

Long-term debt and capital lease obligations, less current portion		5,045,515			5,794,872

As of December 31, 2018 and December 31, 2017, long-term debt and capital lease obligations have the following maturities:

Maturity of long-term debt and capital lease obligations

in € THOUS
	Payments due by period of
	Less than 1 year		1 - 3 years		3 - 5 years		Over 5 years		Total
2018
Amended 2012 Credit Agreement		132,803		665,607		1,095,629		—		1,894,039
Bonds		948,690		1,304,367		611,354		849,345		3,713,756
Convertible Bonds		—		400,000		—		—		400,000
Accounts Receivable Facility		—		—		—		—		—
Capital lease obligations		9,387		14,529		3,094		9,134		36,144
Other		15,931		52,603		15,261		51,060		134,855

Total		1,106,811		2,437,106		1,725,338		909,539		6,178,794



2017
Amended 2012 Credit Agreement		128,058		656,117		1,242,907		—		2,027,082
Bonds		733,528		1,333,966		1,425,657		333,528		3,826,679
Convertible Bonds		—		400,000		—		—		400,000
Accounts Receivable Facility		—		294,338		—		—		294,338
Capital lease obligations		8,831		14,948		4,860		9,065		37,704
Other		15,220		22,111		41,378		52,933		131,642

Total		885,637		2,721,480		2,714,802		395,526		6,717,445

The Company's long-term debt as of December 31, 2018, all of which ranks equally in rights of payment, are described as follows:

Amended 2012 credit agreement

The Company originally entered into a syndicated credit facility of $3,850,000 and a 5 year tenor (the "2012 Credit Agreement") on October 30, 2012. On November 26, 2014, the 2012 Credit Agreement was amended to increase the total credit facility to approximately $4,400,000 and extend the term for an additional two years until October 30, 2019 ("Amended 2012 Credit Agreement"). On July 11, 2017, the Company further amended and extended the Amended 2012 Credit Agreement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

As of December 31, 2018, the Amended 2012 Credit Agreement consists of:

•: Revolving credit facilities of $900,000 and €600,000 which will be due and payable on July 31, 2022.
•: A term loan of $1,350,000, also scheduled to mature on July 31, 2022. Quarterly repayments of $30,000 began on October 31, 2017 with the remaining balance outstanding due on the maturity date.
•: A term loan of €315,000 scheduled to mature on July 31, 2022. Quarterly repayments of €7,000 began on October 31, 2017 with the remaining balance outstanding due on the maturity date.
•: A non-amortizing term loan of €400,000 which is scheduled to mature on July 30, 2020.

Interest on the credit facilities is floating at a rate equal to EURIBOR / LIBOR (as applicable) plus an applicable margin. The applicable margin is variable and depends on the Company's consolidated leverage ratio which is a ratio of its consolidated funded debt less cash and cash equivalents to consolidated EBITDA (as these terms are defined in the Amended 2012 Credit Agreement). At December 31, 2018 and 2017, the dollar-denominated tranches outstanding under the Amended 2012 Credit Agreement had a weighted average interest rate of 3.53% and 2.48%, respectively. At December 31, 2018 and 2017, the euro-denominated tranches had a weighted average interest rate of 0.81% and 0.81%, respectively.

The Amended 2012 Credit Agreement contains affirmative and negative covenants with respect to the Company and its subsidiaries. Under certain circumstances these covenants limit indebtedness and restrict the creation of liens. Under the Amended 2012 Credit Agreement the Company is required to comply with a maximum consolidated leverage ratio (ratio of consolidated funded debt less cash and cash equivalents to consolidated EBITDA).

The following table shows the available and outstanding amounts under the Amended 2012 Credit Agreement at December 31, 2018 and 2017:

Amended 2012 Credit Agreement – Maximum amount available and balance outstanding

in THOUS
	Maximum amount available 2018				Balance outstanding 2018 ⁽¹⁾
Revolving credit USD 2017 / 2022	$	900,000	€	786,026	$	—	€	—
Revolving credit EUR 2017 / 2022	€	600,000	€	600,000	€	—	€	—
USD term loan 2017 / 2022	$	1,350,000	€	1,179,039	$	1,350,000	€	1,179,039
EUR term loan 2017 / 2022	€	315,000	€	315,000	€	315,000	€	315,000
EUR term loan 2017 / 2020	€	400,000	€	400,000	€	400,000	€	400,000

			€	3,280,065			€	1,894,039

	Maximum amount available 2017				Balance outstanding 2017 ⁽¹⁾

Revolving credit USD 2017 / 2022	$	900,000	€	750,438	$	70,000	€	58,367
Revolving credit EUR 2017 / 2022	€	600,000	€	600,000	€	—	€	—
USD term loan 2017 / 2022	$	1,470,000	€	1,225,715	$	1,470,000	€	1,225,715
EUR term loan 2017 / 2022	€	343,000	€	343,000	€	343,000	€	343,000
EUR term loan 2017 / 2020	€	400,000	€	400,000	€	400,000	€	400,000

			€	3,319,153			€	2,027,082

(1): Amounts shown are excluding debt issuance costs.

At December 31, 2018 and 2017, the Company had letters of credit outstanding in the amount of $1,690 and $1,690 (€1,476 and €1,409), respectively, under the USD revolving credit facility, which are not

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

included above as part of the balance outstanding at those dates but which reduce available borrowings under the applicable revolving credit facility.

Bonds

At December 31, 2018 and 2017, the Company's bonds consisted of the following:

Bonds

in THOUS
Issuer/Transaction	Face amount		Maturity	Coupon			Book value 2018 in €		Book value 2017 in €
FMC Finance VIII S.A. 2011	€	400,000	September 15, 2018		6.50	%		—		398,838
FMC US Finance II, Inc. 2011	$	400,000	September 15, 2018		6.50	%		—		332,588
FMC US Finance II, Inc. 2012	$	800,000	July 31, 2019		5.625	%		698,167		665,637
FMC Finance VIII S.A. 2012	€	250,000	July 31, 2019		5.25	%		249,773		249,383
FMC US Finance II, Inc. 2014	$	500,000	October 15, 2020		4.125	%		435,376		414,952
FMC US Finance, Inc. 2011	$	650,000	February 15, 2021		5.75	%		564,882		538,021
FMC Finance VII S.A. 2011	€	300,000	February 15, 2021		5.25	%		299,035		298,571
FMC US Finance II, Inc. 2012	$	700,000	January 31, 2022		5.875	%		609,532		581,261
FMC US Finance II, Inc. 2014	$	400,000	October 15, 2024		4.75	%		347,297		331,232
Fresenius Medical Care AG & Co. KGaA, 2018	€	500,000	July 11, 2025		1.50	%		496,384		—

								3,700,446		3,810,483

All bonds issued before 2018 are guaranteed by the Company and by FMCH. The holders have the right to request that the issuers repurchase the bonds at 101% of principal plus accrued interest upon the occurrence of a change of control of the Company followed by a decline in the ratings of the respective bonds. The bonds issued prior to 2018 may be redeemed at the option of the issuers at any time at 100% of principal plus accrued interest and a premium calculated pursuant to the terms of the indenture.

For the bonds issued prior to 2018, the Company has agreed to a number of covenants to provide protection to the holders which, under certain circumstances, limit the ability of the Company and its subsidiaries to, among other things, incur debt, incur liens, engage in sale-leaseback transactions and merge or consolidate with other companies or sell assets. Some of these restrictions were suspended automatically as the rating of the respective bonds reached investment grade status. At December 31, 2018, the Company was in compliance with all of its covenants under the bonds.

Convertible bonds

On September 19, 2014, the Company issued €400,000 principal amount of equity-neutral convertible bonds which have a coupon of 1.125% and are due on January 31, 2020. The bonds were issued at par. The current conversion price is €73.1980. Since November 2017, bond holders can exercise the conversion rights embedded in the bonds at certain dates. In order to fully offset the economic exposure from the conversion feature, the Company purchased call options on its shares ("Share Options"). Any increase of the Company's share price above the conversion price would be offset by a corresponding value increase of the Share Options. The Company amortizes the remaining cost of these options and various other offering costs over the life of these bonds in the amount of €6,768, effectively increasing the total interest rate to 2.611%. The Convertible Bonds are guaranteed by FMCH.

Accounts Receivable Facility

The Company refinanced the Accounts Receivable Facility on December 20, 2018 increasing the facility to $900,000 and extending it until December 20, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The following table shows the available and outstanding amounts under the Accounts Receivable Facility at December 31, 2018 and December 31, 2017:

Accounts Receivable Facility – Maximum amount available and balance outstanding

in THOUS
	Maximum amount available 2018 ⁽¹⁾				Balance outstanding 2018 ⁽²⁾
Accounts Receivable Facility	$	900,000	€	786,026	$	—	€	—

	Maximum amount available 2017 ⁽¹⁾				Balance outstanding 2017 ⁽²⁾

Accounts Receivable Facility	$	800,000	€	667,056	$	353,000	€	294,338

(1): Subject to availability of sufficient accounts receivable meeting funding criteria.
(2): Amounts shown are excluding debt issuance costs.

The Company also had letters of credit outstanding under the Accounts Receivable Facility in the amount of $26,631 at December 31, 2018 and $71,244 at December 31, 2017 (€23,259 and €59,404). These letters of credit are not included above as part of the balance outstanding at December 31, 2018 and 2017; however, they reduce available borrowings under the Accounts Receivable Facility.

Under the Accounts Receivable Facility, certain receivables are sold to NMC Funding Corporation ("NMC Funding"), a wholly-owned subsidiary. NMC Funding then assigns percentage ownership interests in the accounts receivable to certain bank investors. Under the terms of the Accounts Receivable Facility, NMC Funding retains the right, at any time, to recall all the then outstanding transferred interests in the accounts receivable. Consequently, the receivables remain on the Company's consolidated balance sheet and the proceeds from the transfer of percentage ownership interests are recorded as long-term debt.

NMC Funding pays interest to the bank investors calculated based on the commercial paper rates for the particular tranches selected. At December 31, 2018, this facility was not utilized by the Company. At December 31, 2017, the interest rate on the utilized borrowings was 1.40%. Refinancing fees, which include legal costs and bank fees, are amortized over the term of the facility.

Other

At December 31, 2018 and 2017, in conjunction with certain acquisitions and investments, the Company had fixed payments outstanding for acquisitions totaling approximately €16,713 and €14,199, respectively, of which €7,621 and €4,453, respectively, were classified as the current portion of long-term debt.

15. Non-current provisions and other non-current liabilities

Of the total amount of non-current provisions and other non-current liabilities amounting to €750,738 at December 31, 2018 (2017: €1,004,672), €457,382 (2017: €631,158) are due in between more than one and three years, €107,080 (2017: €195,490) are due in between three to five years and €186,276 (2017: €178,024) are due after five years.

The item "Other non-current liabilities" in the amount of €622,291 at December 31, 2018 (2017: €821,838) includes, among others, noncontrolling interests subject to put provisions of €324,295 (2017: €361,224), variable payments outstanding for acquisitions of €115,061 (2017: €191,080) and derivatives of €11,820 (2017: €103,461).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The following table shows the development of non-current provisions in the fiscal year:

Development of non-current provisions

in € THOUS
	January 1, 2018		Foreign currency translation		Changes in consolidation group			Utilized			Reversed			Additions		Reclassifications			December 31, 2018
Personnel expenses		100,474		2,339		—			(688	)		(566	)		8,774		(25,894	)		84,439
Interest payable related to income taxes		29,027		208		—			—			(5,413	)		5,409		—			29,231
Medical malpractice		42,325		658		(47,715	)		(140	)		—			4,872		—			—
Other non-current provisions		11,008		314		889			(439	)		(154	)		3,159		—			14,777

Non-current provisions		182,834		3,519		(46,826	)		(1,267	)		(6,133	)		22,214		(25,894	)		128,447

Personnel expenses mainly refer to provisions for share-based plans and provisions for severance payments. As at December 31, 2018, the provisions for share-based plans amounted to €71,784 (2017: €87,967). See note 20.

The item "Other non-current provisions" in the table above includes provisions for asset retirement obligations.

The increase during the period in the discounted amount arising from the passage over time and the effect of any change in the discount rate is not material.

16. Employee benefit plans

General

FMC-AG & Co. KGaA recognizes pension costs and related pension liabilities for current and future benefits to qualified current and former employees of the Company. The Company's pension plans are structured in accordance with the differing legal, economic and fiscal circumstances in each country. The Company currently has two types of plans, defined benefit and defined contribution plans. In general, plan benefits in defined benefit plans are based on all or a portion of the employees' years of services and final salary. Plan benefits in defined contribution plans are determined by the amount of contribution by the employee and the employer, both of which may be limited by legislation, and the returns earned on the investment of those contributions.

Upon retirement under defined benefit plans, the Company is required to pay defined benefits to former employees when the defined benefits become due. Defined benefit plans may be funded or unfunded. The Company has five major defined benefit plans, one funded plan in the U.S. and one in France as well as one unfunded plan in Germany and two in France.

Actuarial assumptions generally determine benefit obligations under defined benefit plans. The actuarial calculations require the use of estimates. The main factors used in the actuarial calculations affecting the level of the benefit obligations are: assumptions on life expectancy, the discount rate and future salary and benefit levels. Under the Company's funded plans, assets are set aside to meet future payment obligations. An estimated return on the plan assets is recognized as income in the respective period. Actuarial gains and losses are generated when there are variations in the actuarial assumptions and by differences between the actual and the estimated projected benefit obligations and the return on plan assets for that year. The Company's pension liability is impacted by these actuarial gains or losses.

Under defined contribution plans, the Company pays defined contributions to an independent third party as directed by the employee during the employee's service life, which satisfies all obligations of the Company to the employee. The employee retains all rights to the contributions made by the employee and to the vested portion of the Company paid contributions upon leaving the Company. The Company has a defined contribution plan in the U.S.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Defined benefit pension plans

During the first quarter of 2002 FMCH, the Company's U.S. subsidiary, curtailed its defined benefit and supplemental executive retirement plans. Under the curtailment amendment for substantially all employees eligible to participate in the plan, benefits have been frozen as of the curtailment date and no additional defined benefits for future services will be earned. The Company has retained all employee benefit obligations as of the curtailment date. Each year FMCH contributes at least the minimum amount required by the Employee Retirement Income Security Act of 1974, as amended. In 2018, FMCH did not have a minimum funding requirement. The Company voluntarily provided €43,393 to the defined benefit plan. Expected funding for 2019 is €1,083.

The benefit obligation for all defined benefit plans at December 31, 2018, was €842,601 (2017: €792,739) which consists of the gross benefit obligation of €388,518 (2017: €394,677) for the U.S. plan and of €4,626 (2017: €3,995) for the French plan, which are funded by plan assets, and the benefit obligation of €439,677 (2017: €385,835) for the German unfunded plan and the benefit obligation of €9,780 (2017: €8,232) for the two French unfunded plans.

Related to defined benefit plans the Company is exposed to certain risks. Besides general actuarial risks, e.g. the longevity risk and the interest rate risk, the Company is exposed to market risk as well as to investment risk.

The following table shows the changes in benefit obligations, the changes in plan assets and the funded status of the pension plans. Benefits paid as shown in the changes in benefit obligations represent

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

payments made from both the funded and unfunded plans while the benefits paid as shown in the changes in plan assets include only benefit payments from the Company's funded benefit plan.

Funded status

in € THOUS
	2018			2017
Change in benefit obligation:
Benefit obligation at beginning of year		792,739			811,935
Foreign currency translation (gains) losses		17,957			(52,135	)
Changes in consolidation group		123			—
Current service cost		25,467			28,463
Past service cost (incl. curtailments and settlements)		—			144
Interest cost		24,364			24,328
Transfer of plan participants		80			4
Actuarial (gains) losses arising from changes in financial assumptions		(9,760	)		(1,038	)
Actuarial (gains) losses arising from changes in demographic assumptions		3,497			(2,490	)
Actuarial (gains) losses arising from experience adjustments		11,117			7,006

Remeasurements		4,854			3,478
Benefits paid		(22,983	)		(23,478	)

Benefit obligation at end of year		842,601			792,739



Change in plan assets:
Fair value of plan assets at beginning of year		291,256			326,663
Foreign currency translation gains (losses)		14,189			(39,792	)
Interest income from plan assets		11,308			13,241
Actuarial gains (losses) arising from experience adjustments		(23,216	)		10,318

Actual return on plan assets		(11,908	)		23,559
Employer contributions		43,393			1,107
Benefits paid		(19,345	)		(20,281	)

Fair value of plan assets at end of year		317,585			291,256



Funded status at end of year		525,016			501,483

For the years 2018 and 2017, there were no effects from the asset ceiling.

At December 31, 2018, the weighted average duration of the defined benefit obligation was 18 years (2017: 18 years).

The net pension liability as of December 31, 2018 and 2017 is calculated as follows:

Net pension liability

in € THOUS
	2018		2017
Funded status at end of year		525,016		501,483
Benefit plans offered by other subsidiaries		35,424		36,304

Net pension liability		560,440		537,787

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Benefit plans offered by the U.S., Germany and France contain a pension liability of €525,016 and €501,483 at December 31, 2018 and 2017, respectively. The pension liability consists of a current portion of €5,384 (2017: €4,695) which is recorded in the line item "Current provisions and other current liabilities" in the consolidated balance sheets. The non-current portion of €519,632 (2017: €496,788) is recorded in non-current liabilities as "Pension liabilities" in the consolidated balance sheets.

As of December 31, 2018, €71,031 related to the U.S. pension plan, €439,677 related to the German plan and €14,308 related to the French plans. At December 31, 2017, €103,519 related to the U.S. pension plan, €385,835 related to the German plan and €12,129 related to the French plans. Approximately 68% of the beneficiaries are located in the U.S. and 7% in France with the majority of the remaining 25% located in Germany.

Benefit plans offered by other subsidiaries outside of the U.S., Germany and France contain separate benefit obligations. The total net pension liability for these other plans was €35,424 and €36,304 at December 31, 2018 and 2017 and consists of a current pension liability of €3,126 (2017: €2,533), which is recognized in the line item "Current provisions and other current liabilities." The non-current pension liability of €32,298 (2017: €33,771) for these plans is recorded in non-current liabilities as "Pension liabilities" in the consolidated balance sheets.

The discount rates for all plans are based upon yields of portfolios of highly rated debt instruments with maturities that mirror each plan's benefit obligation. The Company's discount rates at December 31, 2018 and 2017 are the weighted average of these plans based upon their benefit obligations.

The following weighted-average assumptions were utilized in determining benefit obligations at December 31, 2018 and 2017:

Weighted average assumptions

in %
	2018		2017
Discount rate		3.27		3.08
Rate of compensation increase		3.21		3.22
Rate of pension increase		1.69		1.45

Sensitivity analysis

Increases and decreases in principal actuarial assumptions by 0.5 percentage points would affect the pension liability at December 31, 2018 as follows:

Sensitivity analysis

in € THOUS
	0.5% increase			0.5% decrease
Discount rate		(69,634	)		80,345
Rate of compensation increase		12,405			(11,923	)
Rate of pension increase		32,412			(29,184	)

The sensitivity analysis was calculated based on the average duration of the pension obligations determined at December 31, 2018. The calculations were performed isolated for each significant actuarial parameter, in order to show the effect on the fair value of the pension liability separately.

The sensitivity analysis for compensation increases and for pension increases excludes the U.S. pension plan because it is frozen and therefore is not affected by changes from these two actuarial assumptions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The defined benefit pension plans' net periodic benefit costs are comprised of the following components for the years ended December 31, 2018, 2017 and 2016:

Components of net periodic benefit cost

in € THOUS
	2018		2017		2016
Service cost		25,467		28,607		23,777
Net interest cost		13,056		11,087		16,333

Net periodic benefit costs		38,523		39,694		40,110

Net periodic benefit cost is allocated as personnel expense within costs of revenues; selling, general and administrative expense; or research and development expense. This is depending upon the area in which the beneficiary is employed.

The following weighted-average assumptions were used in determining net periodic benefit cost for the years ended December 31, 2018, 2017 and 2016:

Weighted average assumptions

in %
	2018		2017		2016
Discount rate		3.08		3.25		3.67
Rate of compensation increase		3.22		3.23		3.27
Rate of pension increase		1.45		1.45		1.69

Expected benefit payments are as follows:

Defined benefit pension plans: cash outflows

in € THOUS
	2018		2017
1 year		24,111		21,301
1 - 3 years		53,662		47,560
3 - 5 years		61,415		55,223
5 - 10 years		184,929		168,459

Total		324,117		292,543

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Plan Assets

The following table presents the fair values of the Company´s pension plan assets at December 31, 2018 and 2017:

Fair values of plan assets

in € THOUS
Asset category	Total		Quoted prices in active markets for identical assets		Significant observable inputs		Total		Quoted prices in active markets for identical assets			Significant observable inputs
			(Level 1)		(Level 2)				(Level 1)			(Level 2)
	2018						2017
Equity investments
Index funds ⁽¹⁾		77,718		1,972		75,746		71,805		(332	)		72,137
Fixed income investments
Government securities ⁽²⁾		9,241		8,880		361		5,318		4,903			415
Corporate bonds ⁽³⁾		186,500		—		186,500		199,232		—			199,232
Other bonds ⁽⁴⁾		3,518		—		3,518		3,865		—			3,865
U.S. treasury money market funds ⁽⁵⁾		40,510		40,510		—		10,938		10,938			—
Other types of investments
Cash, money market and mutual funds ⁽⁶⁾		98		98		—		98		98			—

Total		317,585		51,460		266,125		291,256		15,607			275,649

(1): This category comprises low-cost equity index funds not actively managed that track the S&P 500, S&P 400, Russell 2000, MSCI Emerging Markets Index and the Morgan Stanley International EAFE Index.
(2): This Category comprises fixed income investments by the U.S. government and government sponsored entities.
(3): This Category primarily represents investment grade bonds of U.S. issuers from diverse industries.
(4): This Category comprises private placement bonds as well as collateralized mortgage obligations.
(5): This Category represents funds that invest in U.S. treasury obligations directly or in U.S. treasury backed obligations.
(6): This Category represents cash, money market funds as well as mutual funds comprised of high grade corporate bonds.

The methods and inputs used to measure the fair value of plan assets at the balance sheet date are as follows:

•: Common stocks are valued at their market prices.
•: Index funds are valued based on market quotes.
•: Government bonds are valued based on both market prices and market quotes.
•: Corporate bonds and other bonds are valued based on market quotes.
•: Cash is stated at nominal value which equals the fair value.
•: U.S. Treasury money market funds as well as other money market and mutual funds are valued at their market price.

Plan investment policy and strategy in the U.S.

The Company periodically reviews the assumption for long-term expected return on pension plan assets. As part of the assumptions review, a range of reasonable expected investment returns for the pension plan as a whole was determined based on an analysis of expected future returns for each asset class weighted by

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

the allocation of the assets. The range of returns developed relies both on forecasts, which include the actuarial firm's expected long-term rates of return for each significant asset class or economic indicator, and on broad-market historical benchmarks for expected return, correlation, and volatility for each asset class.

The Company´s overall investment strategy is to achieve a mix of approximately 99% of investments for long-term growth and income and 1% in cash or cash equivalents. Investment income and cash or cash equivalents are used for near-term benefit payments. Investments are governed by the plan investment policy and include well diversified index funds or funds targeting index performance.

The plan investment policy, utilizing a revised target investment allocation in a range around 26% equity and 74% fixed income investments, considers that there will be a time horizon for invested funds of more than 5 years. The total portfolio will be measured against a custom index that reflects the asset class benchmarks and the target asset allocation. The plan investment policy does not allow investments in securities of the Company or other related party securities. The performance benchmarks for the separate asset classes include: S&P 500 Index, S&P 400 Mid-Cap Index, Russell 2000 Index, MSCI EAFE Index, MSCI Emerging Markets Index, Barclays Capital Long-Corporate Bond Index, Bloomberg Barclays U.S. Corporate High Yield Index, and Bloomberg Barclays U.S. High Yield Fallen Angel 3% Capped Index.

Defined contribution plans

Most FMCH employees are eligible to join a 401(k) savings plan. Employees can deposit up to 75% of their pay up to a maximum of $18.5 if under 50 years old ($24.5 if 50 or over) under this savings plan. The Company will match 50% of the employee deposit up to a maximum Company contribution of 3% of the employee's pay. The Company's total expense under this defined contribution plan for the years ended December 31, 2018, 2017, and 2016, was €53,872, €48,746 and €43,778 respectively.

Additionally, the Company contributed for the years ended December 31, 2018, 2017, and 2016 €24,721, €24,329 and €20,938 to state pension plans.

17. Shareholders' equity

Capital stock

At December 31, 2018, the Company's share capital consists of 307,878,652 bearer shares without par value ( Stückaktien ) and a nominal value of €1.00 each. The Company's share capital has been fully paid in.

The General Partner of FMC-AG & Co. KGaA, Fresenius Medical Care Management AG, Hof an der Saale, is not obliged to make a capital contribution and has not made a capital contribution. It does not participate in the profits and losses or in the assets of the Company. The General Partner receives for the assumption of the management of the Company and the liability an annual remuneration independent of profit and loss in the amount of 4% of its share capital (see note 5 c). The General Partner shall be reimbursed for any and all expenses in connection with management of the Company's business, which includes remuneration of the members of its Management Board and its Supervisory Board.

Pursuant to Sections 33 and 34 of the German Securities Trading Act ("WpHG") any party subject to the notification requirement shall notify the Company when certain mandatory reportable thresholds for voting rights, also by taking account the attribution provisions, are reached, exceeded or fallen below. Section 38 WpHG also stipulates a notification requirement when certain thresholds are reached, exceeded or have fallen below through directly or indirectly held instruments and also, according to Section 39 WpHG when certain thresholds are reached, exceeded or have fallen below through the addition of voting rights according to Section 33 WpHG and instruments according to Section 38 WpHG. Notifications received by the Company subject to the notification requirements were published in accordance with the applicable legal provisions, including publication in the Investors section of the Company's website at www.freseniusmedicalcare.com.

In a notification dated February 8, 2011, Fresenius SE disclosed to the Company pursuant to Section 33 of the WpHG that it held 35.74% of the voting rights in FMC-AG & Co. KGaA. At December 31, 2018, Fresenius SE holds 30.66% of the Company's voting rights. Net of treasury shares held by FMC-AG & Co. KGaA in accordance with Section 16 (2) sentence 2 of the German Stock Corporation Act (AktG), Fresenius SE holds 30.75% of the Company's voting rights. In addition, Fresenius SE is the sole stockholder of the General Partner.

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On December 20, 2018, the Ministry of Finance on behalf of the Kingdom of Norway including attributed subsidiaries, disclosed by means of a notification pursuant to Section 33, 34 of the WpHG, that 2.97% of the voting rights of FMC-AG & Co. KGaA were held as of December 19, 2018. Furthermore, on December 12, 2018, BlackRock, Inc., Wilmington, DE, U.S., including attributed subsidiaries disclosed pursuant to Section 33, 34 of the WpHG that 5.93% of the voting rights of FMC-AG & Co. KGaA and instruments relating to 0.09% of the voting rights of FMC-AG & Co. KGaA were held as of December 7, 2018.

The general meeting of a partnership limited by shares may approve Authorized Capital ( genehmigtes Kapital ). The resolution creating Authorized Capital requires the affirmative vote of a majority of three quarters of the capital represented at the vote and may authorize the General Partner and its Management Board to issue new shares up to a stated amount for a period of up to five years. The nominal value of any proposed increase of the Authorized Capital may not exceed half of the issued capital stock at the time of the authorization.

In addition, the general meeting of a partnership limited by shares may create Conditional Capital ( bedingtes Kapital ) for the purpose of issuing (i) new shares to holders of convertible bonds or other securities which grant a right to shares, (ii) new shares as the consideration in a merger with another company, or (iii) new shares offered to management or employees. In each case, the authorizing resolution requires the affirmative vote of a majority of three quarters of the capital represented at the vote. The nominal value for any proposed increase of the Conditional Capital may not exceed half or, in the case of Conditional Capital created for the purpose of issuing shares to management and employees, 10% of the Company's issued capital at the time of the resolution.

All resolutions increasing the capital of a partnership limited by shares also require the consent of the General Partner in order for the resolutions to go into effect.

The subscribed capital comprised solely ordinary shares due to the conversion of all outstanding preference shares into ordinary shares (approved at FMC-AG & Co. KGaA's Annual General Meeting and Preference Shareholder Meeting held on May 16, 2013) as well as the options associated with the preference shares on a 1:1 basis.

Authorized capital

By resolution of the Company's Annual General Meeting ("AGM") on May 19, 2015, the General Partner was authorized, with the approval of the Supervisory Board, to increase, on one or more occasions, the Company's share capital until May 18, 2020 up to a total of €35,000 through issue of new bearer ordinary shares for cash contributions, "Authorized Capital 2015/I". Additionally, the newly issued shares may be taken up by a credit and/or financial institution or a consortium of such credit and/or financial institutions retained by the General Partner with the obligation to offer them to the shareholders of the Company. The General Partner is entitled, subject to the approval of the supervisory board, to exclude the pre-emption rights of the shareholders. However, such an exclusion of pre-emption rights will be permissible only for fractional amounts. No Authorized Capital 2015/I has been issued at December 31, 2018.

In addition, by resolution of the AGM of shareholders on May 19, 2015, the General Partner was authorized, with the approval of the Supervisory Board, to increase, on one or more occasions, the share capital of the Company until May 18, 2020 up to a total of €25,000 through the issue of new bearer ordinary shares for cash contributions or contributions in kind, "Authorized Capital 2015/II". The new shares can also be obtained by a credit and/or financial institution or a consortium of such credit and/or financial institutions retained by the General Partner with the obligation to offer the shares to the Company's shareholders for subscription. The General Partner is entitled, subject to the approval of the Supervisory Board, to exclude the pre-emption rights of the shareholders. However, such exclusion of pre-emption rights will be permissible only if (i) in case of a capital increase against cash contributions, the nominal value of the issued shares does not exceed 10% of the nominal share value of the Company's share capital and the issue price for the new shares is at the time of the determination by the General Partner not significantly lower than the stock price of the existing listed shares of the same class and with the same rights or, (ii) in case of a capital increase against contributions in kind, the purpose of such

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increase is to acquire an enterprise, parts of an enterprise or an interest in an enterprise. No Authorized Capital 2015/II has been issued at December 31, 2018.

Authorized Capital 2015/I and Authorized Capital 2015/II became effective upon registration with the commercial register of the local court in Hof an der Saale on June 10, 2015.

Conditional capital

By resolution of the Company's AGM on May 9, 2006, as amended by the resolution of the Company's AGM on May 15, 2007, resolving a three-for-one share split, the Company's share capital was conditionally increased by up to €15,000 corresponding to 15 million ordinary shares with no par value and a calculated proportionate value of €1.00 each, "Conditional Capital 2006/I," (see note 20). The Conditional Capital increase is only executed to the extent subscription rights were awarded under the Stock Option Plan 2006, the holders of the subscription rights exercise their right and the Company does not use Treasury Shares to fulfill the subscription rights with each stock option awarded exercisable for one ordinary share (see note 20). The Company has the right to deliver ordinary shares that it owns or purchases in the market in lieu of increasing capital by issuing new shares.

By resolution of the Company's AGM on May 12, 2011, the Company's share capital was conditionally increased with regards to the Stock Option Plan 2011 ("2011 SOP") by up to €12,000 subject to the issue of up to 12 million no par value bearer ordinary shares with a calculated proportionate value of €1.00 each ("Conditional Capital 2011/I"), (see note 20). The Conditional Capital increase is only executed to the extent subscription rights were awarded under the 2011 SOP, the holders of the subscription rights exercise their right and the Company does not use Treasury Shares to fulfill the subscription rights with each stock option awarded exercisable for one ordinary share (see note 20). The Company has the right to deliver ordinary shares that it owns or purchases in the market in lieu of increasing capital by issuing new shares.

Through the Company's other employee participation programs, the Company has issued stock option/subscription rights ( Bezugsrechte ) to employees and the members of the Management Board of the General Partner and employees and members of management of affiliated companies that entitle these persons to receive shares. At December 31, 2018, options 3,896,578 remained outstanding with a remaining average term of 3.95 years under these programs. For the year ending December 31, 2018, 858,652 options had been exercised under these employee participation plans (see note 20).

Conditional capital at December 31, 2018 was €16,944 in total. Thereof, for all programs, €13,570 was available, which included €10,057 for the 2011 SOP and €3,513 for the 2006 Plan (see note 20).

A total of 858,652 shares (2017: 889,209 shares) were issued out of Conditional Capital 2011/I during 2018, increasing the Company's capital stock by €859 (2017: €889).

Treasury stock

On the basis of the authorization granted by the Company's AGM on May 12, 2011 to conduct a share buy-back program, the Company repurchased 7,548,951 shares in 2013 for an average weighted stock price of €51.00 per share. The Company redeemed 6,549,000 of these repurchased shares on February 16, 2016 in order to decrease its share capital.

By resolution of the Company's AGM on May 12, 2016, the General Partner is authorized to purchase treasury shares up to a maximum amount of 10% of the registered share capital existing at the time of this resolution until May 11, 2021. The shares acquired, together with other treasury shares held by the Company or attributable to the Company pursuant to sections 71a et seqq. AktG, must at no time exceed 10% of the registered share capital. The purchase will be made through the stock exchange, by way of a public tender offer, or a public invitation to shareholders to submit an offer for sale. This authorization is not applicable for the purpose of trading in treasury shares. The General Partner is authorized to use treasury shares purchased on the basis of this authorization or any other earlier authorization for any legally permissible purpose, in particular (i) to redeem shares without requiring any further resolution by the General Meeting, (ii) to sell treasury shares to third parties against contributions in kind, (iii) to award treasury shares, in lieu of the utilization of conditional capital of the Company, to employees of the

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Company and companies affiliated with the Company, including members of the management of affiliated companies, and use them to service options or obligations to purchase shares of the Company, and (iv) to use treasury shares to service bonds carrying warrant and/or conversion rights or conversion obligations issued by the Company or companies affiliated with the Company pursuant to section 17 AktG.

On the basis of the authorization granted by the Company's Annual General Meeting on May 12, 2016 to conduct a share buy-back program, between December 11, 2017 and December 21, 2017, the Company repurchased 660,000 shares for an average weighted stock price of €87.79. On the basis of the authorization granted by the Company's AGM on May 12, 2016 to conduct a share buy-back program, the Company repurchased further 431,000 shares, between May 28, 2018, and June 8, 2018, for an average weighted stock price of €86.37.

On December 12, 2018, the Company redeemed the 1,091,000 shares repurchased in the period from December 11, 2017 until December 21, 2017 (including) and in the period from May 28, 2018 until June 8, 2018 (including) for the purpose of capital reduction at an average weighted price of €87.23 per share.

As of December 31, 2018, the Company held 999,951 treasury shares. These shares will be used solely to either reduce the registered share capital of the Company by cancellation of the acquired shares, or to fulfill employee participation programs of the Company.

The following tabular disclosure provides the number of shares acquired in the context of the share buy-back programs as well as the repurchased treasury stock:

Treasury Stock

	Average price paid per share		Total number of shares purchased and retired as part of publicly announced plans or programs		Total value of shares ⁽¹⁾
Period	in €				in € THOUS
Purchase of Treasury Stock
May 2013		52.96		1,078,255		57,107
June 2013		53.05		2,502,552		132,769
July 2013		49.42		2,972,770		146,916
August 2013		48.40		995,374		48,174

Repurchased Treasury Stock		51.00		7,548,951		384,966
Retirement of repurchased Treasury Stock
February 2016		51.00		6,549,000		333,973

December 31, 2016		51.00		999,951		50,993

Purchase of Treasury Stock
December 2017		87.79		660,000		57,938
December 31, 2017		65.63		1,659,951		108,931

Purchase of Treasury Stock
May 2018		86.69		173,274		15,020
June 2018		86.14		257,726		22,201
Repurchased Treasury Stock		86.37		431,000		37,221

Retirement of repurchased Treasury Stock
December 2018		87.23		1,091,000		95,159

Total		51.00		999,951		50,993

(1): The value of shares repurchased in 2013, 2017 and 2018 is inclusive of fees (net of taxes) paid in the amount of approximately €81, €12 and €8, respectively, for services rendered.

Additional paid-in capital

Additional paid-in capital is comprised of the premium paid on the issue of shares and stock options, the tax effects from stock options, the compensation expense from stock options, which is recognized

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according to IFRS 2 as well as changes in ownership interest in a subsidiary that does not result in a loss of control.

Retained earnings

Retained earnings is comprised of earnings generated by group entities in prior years to the extent that they have not been distributed as well as changes of the noncontrolling interests subject to put provisions.

Dividends

Under German law, the amount of dividends available for distribution to shareholders is based upon the unconsolidated retained earnings of the Company as reported in its balance sheet determined in accordance with the German Commercial Code ( Handelsgesetzbuch ).

Cash dividends of €324,838 for 2017 in the amount of €1.06 per share were paid on May 23, 2018.

Cash dividends of €293,973 for 2016 in the amount of €0.96 per share were paid on May 16, 2017.

Cash dividends of €244,251 for 2015 in the amount of €0.80 per share were paid on May 13, 2016.

Noncontrolling interests

Noncontrolling interests represent the proportion of the net assets of consolidated subsidiaries owned by minority shareholders. The Company has purchase obligations under options held by the holders of noncontrolling interests in certain of its subsidiaries. These obligations result from contractual put options and are exercisable by the owners of the noncontrolling interests. In addition to noncontrolling interests the potential obligations under these put options are recognized at fair value in other current or non-current liabilities by profit or loss neutral reclassification from equity.

18. Supplementary information on capital management

The principle objectives of the Company's capital management strategy are to optimize the weighted average cost of capital and to achieve a balanced mix of total equity and debt. The dialysis industry, in which the Company has a strong market position in global, growing and largely non-cyclical markets, is characterized by stable cash flows. Due to the Company's payors' mostly high credit quality, it is able to generate high, stable, predictable and sustainable cash flows. These generated cash flows allow a reasonable proportion of debt, through the employment of an extensive mix of debt.

As of December 31, 2018 and December 31, 2017, total equity and debt were as follows:

Total equity, debt and total assets

in € THOUS
	2018		2017
Total equity including noncontrolling interests		12,901,958		10,828,186
Debt		7,546,228		7,447,686
Total assets		26,242,268		24,025,215
Debt in % of total assets		28.8%		31.0%
Total equity in % of total assets (equity ratio)		49.2%		45.1%

The Company is not subject to any capital requirements provided for in its Articles of Association. The Company has obligations to issue shares out of the conditional capital relating to the exercise of stock options on the basis of the existing 2011 SOP stock option plan (see note 20).

Assuring financial flexibility is a top priority in the Company's financing strategy. This flexibility is achieved through a wide range of financing instruments and a high degree of diversification of investors. The Company's maturity profile displays a broad spread of maturities with a high proportion of medium and long-term financings. In the choice of financing instruments market capacity, investor diversification, flexibility, credit conditions and the existing maturity profile are taken into account (see note 14).

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(in THOUS, except share and per share data)

The Company's financing structure and business model are reflected in the investment grade ratings. The Company is covered and rated investment grade by the three leading rating agencies, Moody's, Standard & Poor's and Fitch.

Rating ⁽¹⁾

	Standard & Poor's	Moody's	Fitch
Corporate credit rating	BBB–	Baa3	BBB–
Outlook	positive	stable	stable

(1): A rating is not a recommendation to buy, sell or hold securities of the Company, and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

19. Earnings per share

The following table contains reconciliations of the numerators and denominators of the basic and fully diluted earnings per share computations for 2018, 2017 and 2016:

Reconciliation of basic and fully diluted earnings per share

in € THOUS, except share and per share data
	2018		2017		2016
Numerators:
Net income attributable to shareholders of FMC-AG & Co. KGaA		1,981,924		1,279,788		1,143,980



Denominators:
Weighted average number of shares outstanding		306,541,706		306,563,400		305,748,381
Potentially dilutive shares		684,681		719,912		580,313

Basic earnings per share		6.47		4.17		3.74



Fully diluted earnings per share		6.45		4.16		3.73

20. Share-based plans

The Company accounts for its share-based plans in accordance with IFRS 2.

Fresenius Medical Care AG & Co. KGaA share-based plans

At December 31, 2018, the Company has various share-based compensation plans, which may either be equity- or cash-settled.

Fresenius Medical Care AG & Co. KGaA long-term incentive plan 2016

As of May 11, 2016, the issuance of stock options and phantom stocks under the FMC-AG & Co. KGaA Long-Term Incentive Program 2011 ("LTIP 2011") is no longer possible. In order to continue to enable the members of the Management Board, the members of the management boards of affiliated companies and managerial staff members to adequately participate in the long-term, sustained success of the Company, the Management Board and the supervisory board of Management AG have approved and adopted the FMC-AG & Co. KGaA Long-Term Incentive Program 2016 ("LTIP 2016") as a successor program effective January 1, 2016.

The LTIP 2016 is a variable compensation program with long-term incentive effects. Pursuant to the LTIP 2016, the plan participants may be granted so-called "Performance Shares" annually or semiannually during 2016 to 2018. Performance Shares are non-equity, cash-settled virtual compensation instruments which may entitle plan participants to receive a cash payment depending on the achievement of pre-defined performance targets further defined below as well as the Company's share price development.

For members of the Management Board, the Supervisory Board will, in due exercise of its discretion and taking into account the individual responsibility and performance of each Management Board member,

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determine an initial value for each grant for any awards to Management Board members. For plan participants other than the members of the Management Board, such determination will be made by the Management Board. The initial grant value is determined in the currency in which the respective participant receives their base salary at the time of the grant. In order to determine the number of Performance Shares each plan participant receives, their respective grant value will be divided by the value per Performance Share at the time of the grant, which is mainly determined based on the average price of the Company's shares over a period of thirty calendar days prior to the respective grant date.

The number of granted Performance Shares may change over the performance period of three years, depending on the level of achievement of the following: (i) revenue growth, (ii) growth in net income attributable to shareholders of FMC-AG & Co. KGaA ("net income growth") and (iii) return on invested capital ("ROIC") improvement.

Revenue, net income and ROIC are determined according to IFRS in euro based on full year results. Revenue growth and net income growth, for the purpose of this plan, are determined at constant currency.

An annual target achievement level of 100% will be reached for the revenue growth performance target if revenue growth is 7% in each individual year of the three-year performance period; revenue growth of 0% will lead to a target achievement level of 0% and the maximum target achievement level of 200% will be reached in the case of revenue growth of at least 16%. If revenue growth ranges between these values, the degree of target achievement will be linearly interpolated between these values.

An annual target achievement level of 100% for the net income growth performance target will be reached if net income growth is 7% in each individual year of the three-year performance period. In the case of net income growth of 0%, the target achievement level will also be 0%; the maximum target achievement of 200% will be reached in the case of net income growth of at least 14%. Between these values, the degree of target achievement will be determined by means of linear interpolation.

With regard to ROIC improvement, an annual target achievement level of 100% will be reached if the target ROIC as defined for the respective year is reached. In 2016, the target ROIC was 7.3% and will increase by 0.2% each subsequent year until 2020. A target achievement level of 0% will be reached if the ROIC falls below the target ROIC for the respective year by 0.2 percentage points or more, whereas the maximum target achievement level of 200% will be reached if the target ROIC for the respective year is exceeded by 0.2 percentage points or more. The degree of target achievement will be determined by means of linear interpolation if the ROIC ranges between these values. In case the annual ROIC target achievement level in the third year of a performance period is equal or higher than the ROIC target achievement level in each of the two previous years of such performance period, the ROIC target achievement level of the third year is deemed to be achieved for all years of the respective performance period.

The achievement level for each of the three performance targets will be weighted annually at one-third to determine the yearly target achievement for each year of the three-year performance period. The level of overall target achievement over the three-year performance period will then be determined on the basis of the mean of these three average yearly target achievements. The overall target achievement can be in a range of 0% to 200%.

The number of Performance Shares granted to the plan participants at the beginning of the performance period will each be multiplied by the level of overall target achievement in order to determine the final number of Performance Shares.

The final number of Performance Shares is generally deemed earned four years after the day of a respective grant (the vesting period). The number of such vested Performance Shares is then multiplied by the average Company share price over a period of thirty days prior to the lapse of this four-year vesting period. The respective resulting amount will then be paid to the plan participants as cash compensation.

During 2018, the Company awarded 632,804 Performance Shares under the LTIP 2016 including 73,315 Performance Shares to the members of the Management Board at a measurement date weighted average fair value of €51.99 each and a total fair value of €32,900, which will be revalued if the fair value changes. The total fair value will be amortized over the four-year vesting period.

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During 2017, the Company awarded 614,985 Performance Shares under the LTIP 2016 including 73,746 Performance Shares to the members of the Management Board at a measurement date weighted average fair value of €83.40 each and a total fair value of €51,290, which will be revalued if the fair value changes. The total fair value will be amortized over the four-year vesting period.

During 2016, the Company awarded 642,349 Performance Shares under the LTIP 2016 including 79,888 Performance Shares to the members of the Management Board at a measurement date weighted average fair value of €76.19 each and a total fair value of €48,941, which will be revalued if the fair value changes. The total fair value will be amortized over the four-year vesting period.

Fresenius Medical Care AG & Co. KGaA long-term incentive program 2011

On May 12, 2011, the Fresenius Medical Care AG & Co. KGaA Stock Option Plan 2011 ("2011 SOP") was established by resolution of the Company's AGM. The 2011 SOP, together with the Phantom Stock Plan 2011, which was established by resolution of the General Partner's Management and supervisory boards, forms the Company's LTIP 2011. Under the LTIP 2011, participants were granted awards, which consisted of a combination of stock options and phantom stocks. The final grant under the LTIP 2011 was made in December 2015. Awards under the LTIP 2011 are subject to a four-year vesting period. Vesting of the awards granted is subject to achievement of pre-defined performance targets. The 2011 SOP was established with a conditional capital increase up to €12,000 subject to the issue of up to twelve million non-par value bearer ordinary shares with a nominal value of €1.00, each of which can be exercised to obtain one ordinary share.

Stock options granted under the LTIP 2011 have an eight-year term and can be exercised for the first time after a four-year vesting period. The exercise price of stock options granted under the LTIP 2011 shall be the average stock exchange price on the Frankfurt Stock Exchange of the Company's shares during the 30 calendar days immediately prior to each grant date. Stock options granted under the LTIP 2011 to U.S. participants are non-qualified stock options under the United States Internal Revenue Code of 1986, as amended. Stock options under the LTIP 2011 are not transferable by a participant or a participant's heirs, and may not be transferred, pledged, assigned, or disposed of otherwise.

Phantom stock awards under the LTIP 2011 entitle the holders to receive payment in euro from the Company upon exercise of the phantom stock. The payment per phantom share in lieu of the issuance of such stock shall be based upon the share price on the Frankfurt Stock Exchange of one of the Company's shares on the exercise date. Phantom stock awards have a five-year term and can be exercised for the first time after a four-year vesting period. For participants who are U.S. taxpayers, the phantom stock is deemed to be exercised in any event in the month of March following the end of the vesting period.

New incentive bonus plan

In 2018, the Management Board was eligible for performance – related compensation that depended upon achievement of pre-defined targets. The targets are measured based on the operating income margin, net income growth and free cash flow (net cash provided by operating activities after capital expenditures before acquisitions and investments) in percentage of revenue, and are derived from the comparison of targeted and actually achieved current year figures. Targets are divided into Group level targets and those to be achieved in individual regions and areas of responsibility.

Performance-related bonuses for fiscal year 2018 consist proportionately of a cash component and a share-based component which will be paid in cash. Upon meeting the annual targets, the cash component for the year 2018 will be paid in the following year, after the consolidated financial statements for 2018 have been approved. The share-based component is subject to a three-year vesting period, although a shorter period may apply in special cases (e.g. occupational disability, retirement and employment contracts which were not extended by the Company). The amount of cash for the payment relating to the share-based component shall be based on the share price of Fresenius Medical Care AG & Co. KGaA ordinary shares upon exercise. For each of the members of the Management Board, the amount of the achievable pay component as well as of the allocation value of the cash-settled share-based compensation is capped.

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(in THOUS, except share and per share data)

Share-based compensation related to this plan for years ending 2018, 2017 and 2016 was €3,414, €3,418 and €3,281, respectively.

Information on holdings under share-based plans

At December 31, 2018, the Management Board held 602,389 stock options and employees of the Company held 3,294,189 stock options under the various share-based compensation plans of the Company.

At December 31, 2018, the Management Board held 54,711 phantom shares and employees of the Company held 581,816 phantom shares under the 2011 Incentive Plan.

At December 31, 2018, the Management Board held 204,693 Performance Shares and employees of the Company held 1,570,813 Performance Shares under the LTIP 2016.

Additional information on stock options

The table below provides reconciliations for stock options outstanding at December 31, 2018, as compared to December 31, 2017.

Transactions

	Options		Weighted Average Exercise Price
	(in THOUS)		in €
Stock options for shares
Balance at December 31, 2017		4,827		65.67
Granted		—		—
Exercised ⁽¹⁾		859		50.67
Forfeited		72		72.45

Balance at December 31, 2018		3,896		68.85

(1): The average share price at the date of exercise of the options was €84.96.

The following table provides a summary of fully vested options outstanding and exercisable at December 31, 2018:

Share Options

	Outstanding						Exercisable
Range of exercise prices in €	Number of options		Weighted average remaining contractual life		Weighted average exercise price in €		Number of options		Weighted average exercise price in €
45.01 - 50.00		937,423		3.30		49.90		937,423		49.90
50.01 - 55.00		126,696		0.51		52.44		126,696		52.44
55.01 - 60.00		173,119		2.00		57.60		173,119		57.60
60.01 - 65.00		—		—		—		—		—
65.01 - 70.00		—		—		—		—		—
70.01 - 75.00		—		—		—		—		—
75.01 - 80.00		2,659,340		4.47		77.04		—		—

		3,896,578		3.95		68.85		1,237,238		51.23

At December 31, 2018, there was €3,146 total unrecognized compensation costs related to non-vested options granted under all plans. These costs are expected to be recognized over a weighted average period of one year.

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(in THOUS, except share and per share data)

During the years ended December 31, 2018, 2017, and 2016, the Company received cash of €43,508, €42,234 and €39,438, respectively, from the exercise of stock options (see note 17). The intrinsic value of stock options exercised for the twelve-month periods ending December 31, 2018, 2017, and 2016 was €29,440, €31,580 and €31,410, respectively.

The compensation expenses related to equity-settled stock option programs are determined based upon the fair value on the grant date and the number of stock options granted which will be recognized over the four year vesting period. In connection with its equity-settled stock option programs, the Company incurred compensation expense of €6,713, €11,736 and €23,210 for the years ending December 31, 2018, 2017 and 2016, respectively.

The compensation expenses related to cash-settled share based payment transactions are determined based upon the fair value at the measurement date and the number of phantom shares or Performance Shares granted which will be recognized over the four-year vesting period. In connection with cash-settled share based payment transactions, the Company recognized compensation expense of -€8,799, €21,576 and €15,509 related to phantom shares for the years ending December 31, 2018, 2017 and 2016, respectively, and €4,152, €38,882 and €19,513, related to Performance Shares for the year ended December 31, 2018, 2017 and 2016.

Subsidiary stock incentive plans

In 2014, the Company established two subsidiary stock incentive plans for the acquisitions of Sound and National Cardiovascular Partners. The Company divested its controlling interest in Sound on June 28, 2018, see note 4 c) for information. Compensation expense associated with the Sound subsidiary stock incentive plan was €87,157, €35,250 and €6,984 for the years ended December 31, 2018, 2017 and 2016, respectively. The remaining subsidiary stock incentive plan related to National Cardiovascular Partners is immaterial to the Company.

21. Operating leases and rental payments

The Company leases buildings and machinery and equipment under various lease agreements. Rental expense recorded for operating leases for the years ended December 31, 2018, 2017 and 2016 was €831,793, €823,446 and €756,393, respectively. For information regarding operating leases with related parties, see note 5 a).

Future minimum rental payments under non-cancelable operating leases for the five years succeeding December 31, 2018 and 2017 and thereafter are:

Future minimum rental payments

in € THOUS
	2018		2017
1 year		822,331		728,312
1 - 3 years		1,450,399		1,246,719
3 - 5 years		1,096,837		934,725
Over 5 years		2,158,071		1,595,270

Total		5,527,638		4,505,026

22. Commitments and contingencies

Legal and regulatory matters

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(in THOUS, except share and per share data)

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.

On February 15, 2011, a whistleblower (relator) action 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. 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, alleged that FMCH sought and received reimbursement from government payors for serum ferritin and multiple forms of hepatitis B laboratory tests that were medically unnecessary or not properly ordered by a physician. Discovery on the relator's complaint closed in May 2015. Although the United States initially declined to intervene in the case, the government subsequently changed position. On April 3, 2017, the court allowed the government to intervene with respect only to certain hepatitis B surface antigen tests performed prior to 2011, when Medicare reimbursement rules for such tests changed. The court has subsequently rejected government requests to conduct new discovery and to add counts to its complaint-in-intervention that would expand upon the relator's complaint, but has allowed FMCH to take discovery against the government as if the government had intervened at the outset.

Beginning in 2012, the Company received certain communications alleging conduct in countries outside the United States that might violate the Foreign Corrupt Practices Act or other anti-bribery laws. The Company's Supervisory Board, through its Audit and Corporate Governance Committee, conducted investigations with the assistance of independent counsel. In a continuing dialogue, the Company voluntarily advised the Securities and Exchange Commission and the United States Department of Justice (collectively and interchangeably the "government") about these investigations. The government also conducted its own investigations, in which the Company cooperated.

Personal injury litigation involving the Company's acid concentrate product, labeled as Granuflo® or Naturalyte®, first arose in 2012 and was substantially resolved by settlement agreed in principle in February

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2016 and consummated in November 2017, as previously disclosed. Remaining individual personal injury cases do not present material risk and discussion of them is therefore discontinued.

The Company's affected insurers agreed to the settlement of the acid concentrate personal injury litigation and funded $220,000 of the settlement fund under a reciprocal reservation of rights encompassing certain coverage issues raised by insurers and the Company's claims for indemnification of defense costs. The Company accrued a net expense of $60,000 in connection with the settlement, including legal fees and other anticipated costs.

Following entry into the settlement, the Company's insurers in the AIG group and the Company each initiated litigation against the other relating to the AIG group's coverage obligations under applicable policies. In the coverage litigation, the AIG group seeks to be indemnified by the Company for a portion of its $220,000 outlay; the Company seeks to confirm the AIG group's $220,000 funding obligation, to recover defense costs already incurred by the Company, and to compel the AIG group to honor defense and indemnification obligations, if any, required for resolution of cases not participating in the settlement. As a result of decisions on issues of venue, the coverage litigation is proceeding in the New York state trial court for Manhattan. ( National Union Fire Insurance v. Fresenius Medical Care , 2016 Index No. 653108 (Supreme Court of New York for New York County)).

Four institutional plaintiffs filed complaints against FMCH or its affiliates under state deceptive practices statutes resting on certain background allegations common to the GranuFlo®/NaturaLyte® personal injury litigation, but seeking as remedy the repayment of sums paid to FMCH attributable to the GranuFlo®/NaturaLyte® products. These cases implicate different legal standards, theories of liability and forms of potential recovery from those in the personal injury litigation and their claims were not extinguished by the personal injury litigation settlement described above. The four plaintiffs are the Attorneys General for the States of Kentucky, Louisiana and Mississippi and the commercial insurance company Blue Cross Blue Shield of Louisiana in its private capacity. State of Mississippi ex rel. Hood, v. Fresenius Medical Care Holdings, Inc., No. 14-cv-152 (Chancery Court, DeSoto County); State of Louisiana ex re. Caldwell and Louisiana Health Service & Indemnity Company v. Fresenius Medical Care Airline, et al 2016 Civ. 11035 (U.S.D.C. D. Mass.); Commonwealth of Kentucky ex rel. Beshear v. Fresenius Medical Care Holdings, Inc. et al., No. 16-CI-00946 (Circuit Court, Franklin County).

On September 6, 2018, a special-purpose entity organized under Delaware law for the purpose of pursuing litigation filed a Pure Bill of Discovery in a Florida county court seeking discovery from FMCH related to the personal injury settlement, but no other relief. MSP Recovery Claims Series LLC v. Fresenius Medical Care Holdings, No. 2018-030366-CA-01 (11th Judicial Circuit, Dade County, Florida). The Pure Bill was thereafter removed to federal court and transferred into the multidistrict Fresenius Granuflo/Naturalyte Dialysate Products Liability Litigation in Boston. No.1:13-MD-02428-DPW (D. Mass. 2013). On February 7, 2019, the Boston court announced that it would not require FMCH to respond to the Pure Bill but allowed plaintiffs to file a pleading satisfying the requirements of a complaint under the Federal Rules of Procedure. Plaintiffs advised the court that they would file a complaint seeking monetary damages for specified payors in the health care system.

The jury trial scheduled to begin in the Kentucky case (Beshear) on January 22, 2019 was postponed. On February 12, 2019, an agreement in principle was reached to settle and resolve the state claims in exchange for FMCH's payment of $10,300.

The Company has additionally increased its litigation reserves to account for anticipated settlement of some, but not all, of the remaining payor cases. However, at the present time there are no agreements in principle for resolving the remaining cases and litigation through final adjudication may be required in all of them. The Mississippi case has been set for trial on September 3, 2019. There is no trial date for the Louisiana case.

In August 2014, FMCH received a subpoena from the United States Attorney for the District of Maryland inquiring into FMCH's contractual arrangements with hospitals and physicians involving contracts relating to the management of in-patient acute dialysis services. FMCH is cooperating in the investigation.

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(in THOUS, except share and per share data)

In July 2015, the Attorney General for Hawaii issued a civil complaint under the Hawaii False Claims Act alleging a conspiracy pursuant to which certain Liberty Dialysis subsidiaries of FMCH overbilled Hawaii Medicaid for Liberty's Epogen® administrations to Hawaii Medicaid patients during the period from 2006 through 2010, prior to the time of FMCH's acquisition of Liberty. Hawaii v. Liberty Dialysis – Hawaii, LLC et al. , Case No. 15-1-1357-07 (Hawaii 1 ^st Circuit). The State alleges that Liberty acted unlawfully by relying on incorrect and unauthorized billing guidance provided to Liberty by Xerox State Healthcare LLC, which acted as Hawaii's contracted administrator for its Medicaid program reimbursement operations during the relevant period. The amount of the overpayment claimed by the State is approximately $8,000, but the State seeks civil remedies, interest, fines, and penalties against Liberty and FMCH under the Hawaii False Claims Act substantially in excess of the overpayment. After prevailing on motions by Xerox to preclude it from doing so, FMCH is pursuing third-party claims for contribution and indemnification against Xerox. The State's False Claims Act complaint was filed after Liberty initiated an administrative action challenging the State's recoupment of alleged overpayments from sums currently owed to Liberty. The civil litigation and administrative action are proceeding in parallel. Trial in the civil litigation, which had been scheduled for April 2019, has been postponed to allow the completion of discovery and remains to be rescheduled.

On August 31, 2015, FMCH received a subpoena under the False Claims Act from the United States Attorney for the District of Colorado (Denver) inquiring into FMCH's participation in and management of dialysis facility joint ventures in which physicians are partners. FMCH continues to cooperate in the Denver United States Attorney's Office ("USAO") investigation, which has come to focus on purchases and sales of minority interests in ongoing outpatient facilities between FMCH and physician groups.

On November 25, 2015, FMCH received a subpoena under the False Claims Act from the United States Attorney for the Eastern District of New York (Brooklyn) also inquiring into FMCH's involvement in certain dialysis facility joint ventures in New York. On September 26, 2018, the Brooklyn USAO declined to intervene on the qui tam complaint filed under seal in 2014 that gave rise to this investigation. CKD Project LLC v. Fresenius Medical Care , 2014 Civ. 6646 (E.D.N.Y. November 12, 2014). The court unsealed the complaint, allowing the relator to serve and proceed on its own. The relator – a special-purpose entity formed by law firms to pursue qui tam proceedings – has served its complaint and litigation is proceeding.

Beginning October 6, 2015, the United States Attorney for the Eastern District of New York (Brooklyn) has led an investigation, through subpoenas issued under the False Claims Act, utilization and invoicing by the Company's subsidiary Azura Vascular Care for a period beginning after the Company's acquisition of American Access Care LLC ("AAC") in October 2011. The Company has cooperated in the Brooklyn USAO investigation, which is continuing. Allegations against AAC arising in districts in Connecticut, Florida and Rhode Island relating to utilization and invoicing were settled in 2015.

On October 22, 2018, the United States Attorney for the Southern District of New York (Manhattan) announced a False Claims Act settlement for up to $18,400 with Vascular Access Centers LP, a competitor of AAC and Azura. Simultaneously, the 2012 qui tam (whistleblower) complaint that gave rise to the investigation was unsealed. Levine v. Vascular Access Centers , 2012 Civ. 5103 (S.D.N.Y.). That qui tam complaint names as defendants, among others in the dialysis industry, subsidiaries and employees of the Company engaged in the vascular access business. The Manhattan USAO did not intervene against non-settling defendants, allowing the relator to proceed on his own against those defendants. Defendants related to the Company have been served and the litigation is proceeding.

On June 30, 2016, FMCH received a subpoena from the United States Attorney for the Northern District of Texas (Dallas) seeking information under the False Claims Act about the use and management of pharmaceuticals including Velphoro®. The investigation encompasses DaVita, Amgen, Sanofi, and other pharmaceutical manufacturers and includes inquiries into whether certain compensation transfers between manufacturers and pharmacy vendors constituted unlawful kickbacks. The Company understands that this investigation is substantively independent of the $63,700 settlement by DaVita Rx announced on December 14, 2017 in the matter styled United States ex rel. Gallian v. DaVita Rx , 2016 Civ. 0943 (N.D. Tex.). FMCH is cooperating in the investigation.

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(in THOUS, except share and per share data)

On November 18, 2016, FMCH received a subpoena under the False Claims Act from the United States Attorney for the Eastern District of New York (Brooklyn) seeking documents and information relating to the operations of Shiel Medical Laboratory, Inc., which FMCH acquired in October 2013. In the course of cooperating in the investigation and preparing to respond to the subpoena, FMCH identified falsifications and misrepresentations in documents submitted by a Shiel salesperson that relate to the integrity of certain invoices submitted by Shiel for laboratory testing for patients in long term care facilities. On February 21, 2017, FMCH terminated the employee and notified the United States Attorney of the termination and its circumstances. The terminated employee's conduct is expected to result in demands for the Company to refund overpayments and to pay related penalties under applicable laws, but the monetary value of such payment demands cannot yet be reasonably estimated. The Brooklyn USAO continues to investigate a range of issues involving Shiel, including allegations of improper compensation (kickbacks) to physicians, and has disclosed that multiple sealed qui tam complaints underlie the investigation.

On December 12, 2017, the Company sold to Quest Diagnostics certain Shiel operations that are the subject of this Brooklyn subpoena, including the misconduct reported to the United States Attorney. Under the sale agreement, the Company retains responsibility for the Brooklyn investigation and its outcome. The Company continues to cooperate in the ongoing investigation.

On December 14, 2016, the Center for Medicare & Medicaid Services ("CMS"), which administers the federal Medicare program, published an Interim Final Rule ("IFR") titled "Medicare Program; Conditions for Coverage for End-Stage Renal Disease Facilities-Third Party Payment." The IFR would have amended the Conditions for Coverage for dialysis providers, like FMCH and would have effectively enabled insurers to reject premium payments made by or on behalf of patients who received grants for individual market coverage from the American Kidney Fund ("AKF" or "the Fund"). The IFR could thus have resulted in those patients losing individual insurance market coverage. The loss of coverage for these patients would have had a material and adverse impact on the operating results of FMCH.

On January 25, 2017, a federal district court in Texas responsible for litigation initiated by a patient advocacy group and dialysis providers including FMCH preliminarily enjoined CMS from implementing the IFR. Dialysis Patient Citizens v. Burwell , 2017 Civ. 0016 (E.D. Texas, Sherman Div.). The preliminary injunction was based on CMS' failure to follow appropriate notice-and-comment procedures in adopting the IFR. The injunction remains in place and the court retains jurisdiction over the dispute.

On June 22, 2017, CMS requested a stay of proceedings in the litigation pending further rulemaking concerning the IFR. CMS stated, in support of its request, that it expects to publish a Notice of Proposed Rulemaking in the Federal Register and otherwise pursue a notice-and-comment process. Plaintiffs in the litigation, including FMCH, consented to the stay, which was granted by the court on June 27, 2017.

On January 3, 2017, FMCH received a subpoena from the United States Attorney for the District of Massachusetts under the False Claims Act inquiring into FMCH's interactions and relationships with the AKF, including FMCH's charitable contributions to the Fund and the Fund's financial assistance to patients for insurance premiums. FMCH is cooperating in the investigation, which is part of a broader investigation into charitable contributions in the medical industry. The Company believes that the investigation revolves around conduct alleged to be unlawful in United Healthcare v. American Renal Associates, 2018 Civ. 10622 (D. Mass.), but believes that such unlawful conduct was not undertaken by the Company. On July 2, 2018, American Renal Associates announced that it had reached a settlement in principle of the United Healthcare litigation. The Company lacks information necessary to assess how the American Renal Associates settlement may impact the United States Attorney's investigation.

In early May 2017, the United States Attorney for the Middle District of Tennessee (Nashville) issued identical subpoenas to FMCH and two subsidiaries under the False Claims Act concerning the Company's retail pharmaceutical business. The investigation is exploring allegations related to improper inducements to dialysis patients to fill oral prescriptions through FMCH's pharmacy service, improper billing for returned pharmacy products and other allegations similar to those underlying the $63,700 settlement by DaVita Rx in Texas announced on December 14, 2017. United States ex rel. Gallian , 2016 Civ. 0943 (N.D. Tex.). FMCH is cooperating in the investigation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

On December 17, 2018, FMCH was served with a subpoena under the False Claims Act from the United States Attorney for the District of Colorado (Denver) as part of an investigation of allegations against DaVita, Inc. involving transactions between FMCH and DaVita. The subject transactions include sales and purchases of dialysis facilities, dialysis-related products and pharmaceuticals, including dialysis machines and dialyzers, and contracts for certain administrative services. FMCH is cooperating in the investigation.

On March 12, 2018, Vifor Fresenius Medical Care Renal Pharma Ltd. and Vifor Fresenius Medical Care Renal Pharma France S.A.S. (collectively, "VFMCRP") (the joint venture between Galenica (Vifor) and FMC-AG & Co. KGaA), filed a complaint for patent infringement against Lupin Atlantis Holdings SA and Lupin Pharmaceuticals Inc. (collectively, "Lupin"), and Teva Pharmaceuticals USA, Inc. ("Teva") in the U.S. District Court for the District of Delaware (Case 1:18-cv-00390-LPS). The patent infringement action is in response to Lupin and Teva's filings of Abbreviated New Drug Applications (ANDA) with the FDA for generic versions of Velphoro®. Velphoro® is protected by patents listed in the FDA's Approved Drug Products with Therapeutic Equivalence Evaluations, also known as the Orange Book. The complaint was filed within the 45-day period provided for under the Hatch-Waxman legislation, and triggered a stay of FDA approval of the ANDAs for 30 months (2.5 years) (specifically, up to July 29, 2020 for Lupin's ANDA; and August 6, 2020 for Teva's ANDA), or a shorter time if a decision in the infringement suit is reached that the patents-at-issue are invalid or not infringed. Recently, in response to another ANDA being filed for a generic Velphoro®, VFMCRP filed a complaint for patent infringement against Annora Pharma Private Ltd., and Hetero Labs Ltd. (collectively, "Annora"), in the U.S. District Court for the District of Delaware on December 17, 2018. A 30-month stay of FDA approval of Annora's ANDA will run through to May 30, 2021.

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, insurance plans and suppliers, 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, dialysis clinics and other health care facilities, 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 U.S. Food and Drug Administration ("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 the Company does not address matters raised in warning letters or other enforcement notices 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. FMCH is currently engaged in remediation efforts with respect to one pending FDA warning letter. 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, the federal Civil Monetary Penalties 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 whistleblower actions. 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, 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 whistleblower actions, which are initially filed under court seal.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The Company operates many facilities and handles the personal data ("PD") of its patients and beneficiaries throughout the United States and other parts of the world, and engages with other business associates to help it carry out its health care activities. 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 and its business associates. On occasion, the Company or its business associates may experience a breach under the Health Insurance Portability and Accountability Act Privacy Rule and Security Rules, the EU's General Data Protection Regulation and or other similar laws ("Data Protection Laws") when there has been impermissible use, access, or disclosure of unsecured PD or when the Company or its business associates neglect to implement the required administrative, technical and physical safeguards of its electronic systems and devices, or a data breach that results in impermissible use, access or disclosure of personal identifying information of its employees, patients and beneficiaries. On those occasions, the Company must comply with applicable breach notification requirements.

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 its 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, Data Protection Laws, the Health Information Technology for Economic and Clinical Health Act and the Foreign Corrupt Practices Act, among other laws and comparable state laws or 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.

In Germany, the tax audits for the years 2006 through 2009 have been substantially completed. The German tax authorities have indicated a re-qualification of dividends received in connection with intercompany mandatorily redeemable preferred shares into fully taxable interest payments for these and subsequent years until 2013. The Company has defended its position and will avail itself of appropriate remedies. An adverse determination with respect to fully taxable interest payments related to intercompany mandatorily redeemable preferred shares and the disallowance of certain other tax deductions could have a material adverse effect on the Company's financial condition and results of operations.

The Company is also subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions in the ordinary course of business. Tax authorities routinely pursue adjustments to the Company's tax returns and disallowances of claimed tax deductions. When appropriate, the Company defends these adjustments and disallowances and asserts its own claims. A successful tax related claim against the Company or any of its subsidiaries could have a material adverse effect upon its business, financial condition and results of operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company's reputation and business.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Other than those individual contingent liabilities mentioned above, as well as in note 8 and note 21, the current estimated amount of the Company's other known individual contingent liabilities is immaterial.

23. Financial instruments

Transition from IAS 39 to IFRS 9

The Company applied IFRS 9 using the modified retrospective method. Comparative periods have not been restated. Differences in the carrying amounts of financial instruments resulting from the adoption of IFRS 9 are recognized in retained earnings as at January 1, 2018. Information presented for 2017 does not reflect the requirements of IFRS 9 and consequently is not comparable to the information presented for 2018 under IFRS 9. See note 1 g) for further details on the accounting policy under IAS 39 and IFRS 9. The Company only discloses details on the accounting policy before January 1, 2018, if it is different from those under IFRS 9.

At the date of initial application, the Company determined the business model within which a financial asset is held. Further, certain equity investments have been designated at FVOCI. Changes to the hedge accounting policy are applied prospectively. The existing hedging relationships designated under IAS 39 at December 31, 2017 met the criteria for hedge accounting under IFRS 9 as well and are regarded as continuing hedging relationships.

The following table shows the measurement categories under IAS 39 at December 31, 2017 and the new classification of financial assets under IFRS 9 at January 1, 2018:

Financial asset classification under IFRS 9

in € THOUS
	Categories under IAS 39	New classification under IFRS 9	Carrying amount under IAS 39		Adjusted carrying amount under IFRS 9
			December 31, 2017		December 31, 2017
Cash and cash equivalents	Not assigned to a category	Amortized cost		620,145		620,145
Cash and cash equivalents	Not assigned to a category	FVPL		357,964		357,964
Trade accounts and other receivables	Loans and receivables	Amortized cost		3,330,990		3,327,692
Trade accounts and other receivables	Not assigned to a category	Not classified		58,336		58,144
Accounts receivable from related parties	Loans and receivables	Amortized cost		111,643		111,643
Derivatives – cash flow hedging instruments ⁽¹⁾	Not assigned to a category	Not classified		561		561
Derivatives – not designated as hedging instruments ⁽¹⁾	FVPL	FVPL		113,713		113,713
Equity investments ⁽¹⁾	Available for sale	FVOCI		16,010		16,010
Equity investments ⁽¹⁾	Not assigned to a category	FVOCI		10,537		10,537
Equity investments ⁽¹⁾	Not assigned to a category	FVPL		7,259		7,259
Debt securities ⁽¹⁾	Available for sale	FVOCI		2,650		2,650
Debt securities ⁽¹⁾	Available for sale	Not classified		833		833
Other financial assets ⁽¹⁾	Loans and receivables	Amortized cost		131,279		129,929
Other financial assets ⁽¹⁾	Not assigned to a category	Not classified		78,368		78,132

Financial assets				4,840,288		4,835,212

(1): Included in Other current assets or Other non-current assets in the consolidated balance sheets.

Financial liabilities measured at amortized cost under IAS 39 are also classified as measured at amortized cost under IFRS 9, with no change to the carrying amounts of the liabilities. This is also applicable for

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

financial liabilities measured at FVPL under IAS 39 and IFRS 9 as well as financial liabilities not assigned to a category under IAS 39 and not classified under IFRS 9.

The transition to IFRS 9 had an impact on retained earnings at January 1, 2018 in the amount of €5,076. This impact results from the recognition of expected credit losses under IFRS 9. For further details on Trade accounts and other receivables, see note 7.

Financial instruments in accordance with IFRS 9

The following tables show the carrying amounts and fair values of the Company's financial instruments at December 31, 2018 and December 31, 2017:

Carrying amount and fair value of financial instruments

in € THOUS
	Carrying amount										Fair value
December 31, 2018	Amortized cost		FVPL		FVOCI		Not classified		Total		Level 1		Level 2		Level 3
Cash and cash equivalents ⁽¹⁾		831,885		1,313,747		—		—		2,145,632		—		1,313,747		—
Trade accounts and other receivables		3,288,258		—		—		49,448		3,337,706		—		—		—
Accounts receivable from related parties		92,662		—		—		—		92,662		—		—		—
Derivatives – cash flow hedging instruments		—		—		—		1,492		1,492		—		1,492		—
Derivatives – not designated as hedging instruments		—		18,222		—		—		18,222		—		18,222		—
Equity investments		—		106,350		34,377		—		140,727		13,869		126,858		—
Debt securities		—		83,213		250,822		—		334,035		329,821		4,214		—
Other financial assets		144,838		—		—		107,125		251,963		—		—		—

Other current and non-current assets		144,838		207,785		285,199		108,617		746,439		—		—		—

Financial assets		4,357,643		1,521,532		285,199		158,065		6,322,439		—		—		—

Accounts payable		641,271		—		—		—		641,271		—		—		—
Accounts payable to related parties		153,781		—		—		—		153,781		—		—		—
Short-term debt and short-term debt from related parties		1,394,194		—		—		—		1,394,194		—		—		—
Long-term debt and capital lease obligations		6,115,890		—		—		36,144		6,152,034		4,227,684		2,022,057		—
Derivatives – cash flow hedging instruments		—		—		—		1,125		1,125		—		1,125		—
Derivatives – not designated as hedging instruments		—		18,911		—		—		18,911		—		18,911		—
Variable payments outstanding for acquisitions		—		172,278		—		—		172,278		—		—		172,278
Noncontrolling interest subject to put provisions		—		—		—		818,871		818,871		—		—		818,871
Other financial liabilities		1,467,767		—		—		—		1,467,767		—		—		—

Other current and non-current liabilities		1,467,767		191,189		—		819,996		2,478,952		—		—		—

Financial liabilities		9,772,903		191,189		—		856,140		10,820,232		—		—		—

(1): Highly liquid short-term investments are categorized in level 2 of the fair value hierarchy. Other cash and cash equivalents is not categorized.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Carrying amount and fair value of financial instruments

in € THOUS
	Carrying amount												Fair value
December 31, 2017	Loans and receivables		Amortized cost		FVPL		Available for sale		Not assigned to a category		Total		Level 1		Level 2		Level 3
Cash and cash equivalents ⁽¹⁾		—		—		—		—		978,109		978,109		—		357,964		—
Trade accounts and other receivables		3,330,990		—		—		—		58,336		3,389,326		—		—		—
Accounts receivable from related parties		111,643		—		—		—		—		111,643		—		—		—
Derivatives – cash flow hedging instruments		—		—		—		—		561		561		—		561		—
Derivatives – not designated as hedging instruments		—		—		113,713		—		—		113,713		—		113,713		—
Equity investments		—		—		—		16,010		17,796		33,806		16,010		17,796		—
Debt securities		—		—		—		3,483		—		3,483		—		3,483		—
Other financial assets		131,279		—		—		—		78,368		209,647		—		—		—

Other current and non-current assets		131,279		—		113,713		19,493		96,725		361,210		—		—		—

Financial assets		3,573,912		—		113,713		19,493		1,133,170		4,840,288		—		—		—

Accounts payable		—		590,493		—		—		—		590,493		—		—		—
Accounts payable to related parties		—		147,349		—		—		—		147,349		—		—		—
Short-term debt and short-term debt from related parties		—		769,279		—		—		—		769,279		—		—		—
Long-term debt and capital lease obligations		—		6,640,703		—		—		37,704		6,678,407		4,603,770		2,481,216		—
Derivatives – cash flow hedging instruments		—		—		—		—		3,209		3,209		—		3,209		—
Derivatives – not designated as hedging instruments		—		—		111,953		—		—		111,953		—		111,953		—
Variable payments outstanding for acquisitions		—		—		205,792		—		—		205,792		—		—		205,792
Noncontrolling interest subject to put provisions		—		—		—		—		830,773		830,773		—		—		830,773
Other financial liabilities		—		1,461,439		—		—		—		1,461,439		—		—		—

Other current and non-current liabilities		—		1,461,439		317,745		—		833,982		2,613,166		—		—		—

Financial liabilities		—		9,609,263		317,745		—		871,686		10,798,694		—		—		—

(1): Highly liquid short-term investments are categorized in level 2 of the fair value hierarchy. Other cash and cash equivalents is not categorized.

Derivative and non-derivative financial instruments are categorised in the following three-tier fair value hierarchy that reflects the significance of the inputs in making the measurements. Level 1 is defined as observable inputs, such as quoted prices in active markets. Level 2 is defined as inputs other than quoted prices in active markets that are directly or indirectly observable. Level 3 is defined as unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions. Fair value information is not provided for financial instruments, if the carrying amount is a reasonable estimate of fair value due to the relatively short period of maturity of these instruments. Transfers between levels of the fair value hierarchy have not occurred as of December 31, 2018 and December 31, 2017. The Company accounts for possible transfers at the end of the reporting period.

Non-derivative financial instruments

The significant methods and assumptions used for the classification and measurement of non-derivative financial instruments are as follows:

The Company assessed its business models and the cash flow characteristics of its financial assets. The vast majority of the non-derivative financial assets are held in order to collect the contractual cash flows. The contractual terms of the financial assets allow the conclusion that the cash flows represent payment of principle and interest only. Trade accounts and other receivables, Accounts receivable from related parties and Other financial assets are consequently measured at amortized cost.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Cash and cash equivalents are comprised of cash funds and other short-term investments. Cash funds are measured at amortized cost. Short-term investments are highly liquid and readily convertible to known amounts of cash. Short-term investments are measured at FVPL. The risk of changes in fair value is insignificant.

Equity investments are not held for trading. At initial recognition the Company elected, on an instrument-by-instrument basis, to represent subsequent changes in the fair value of individual strategic investments in OCI. If equity instruments are quoted in an active market, the fair value is based on price quotations at the period-end-date.

The majority of the debt securities are held within a business model whose objective is achieving both contractual cash flows and sell the securities. The standard coupon bonds give rise on specified dates to cash flows that are solely payments of principal and interest on the outstanding principal amount. Subsequently these financial assets have been classified as FVOCI. The smaller part of debt securities do not give rise to cash flows that are solely payments of principle and interest. Consequently, these securities are measured at FVPL. In general most of the debt securities are quoted in an active market.

Long-term debt is recognized at its carrying amount. The fair values of major long-term debt are calculated on the basis of market information. Liabilities for which market quotes are available are measured using these quotes. The fair values of the other long-term debt 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.

Variable payments outstanding for acquisitions are recognized at their fair value. The estimation of the individual fair values is based on the key inputs of the arrangement that determine the future contingent payment as well as the Company's expectation of these factors. The Company assesses the likelihood and timing of achieving the relevant objectives. The underlying assumptions are reviewed regularly.

Noncontrolling interests subject to put provisions are recognized at their fair value. The methodology the Company uses to estimate the fair values assumes the greater of net book value or a multiple of earnings, based on historical earnings, development stage of the underlying business and other factors. Additionally, there are put provisions that are valued by an external valuation firm. The external valuation estimates the fair values using a combination of discounted cash flows and a multiple of earnings and/or revenue. When applicable, the obligations are discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The estimated fair values of the noncontrolling interests subject to these put provisions can also fluctuate, and the discounted cash flows as well as the implicit multiple of earnings and/or revenue at which these noncontrolling interest obligations may ultimately be settled could vary significantly from the Company's current estimates depending upon market conditions.

At December 31, 2018, 2017 and 2016 the Company's potential obligations under these put provisions, which are recorded in other current liabilities and other non-current liabilities, were €818,871, €830,773 and €1,007,733, respectively. At December 31, 2018, 2017 and 2016, put provisions with an aggregate purchase obligation of €408,525, €324,814 and €287,953, respectively, were exercisable. In the last three fiscal years ending December 31, 2018, 29 such put provisions have been exercised for a total consideration of €139,219.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Following is a roll forward of variable payments outstanding for acquisitions and noncontrolling interests subject to put provisions at December 31, 2018, 2017 and 2016:

Reconciliation from beginning to ending balance of level 3 financial instruments

in € THOUS
	2018						2017						2016
	Variable payments outstanding for acquisitions			Noncontrolling interests subject to put provisions			Variable payments outstanding for acquisitions			Noncontrolling interests subject to put provisions			Variable payments outstanding for acquisitions			Noncontrolling interests subject to put provisions
Beginning balance at January 1,		205,792			830,773			223,504			1,007,733			51,125			791,075
Increase		19,051			53,731			21,128			85,322			195,701			83,063
Decrease		(15,734	)		(50,706	)		(32,764	)		(121,057	)		(25,826	)		(1,785	)
(Gain) Loss recognized in profit or loss		(36,327	)		142,279			(2,685	)		160,916			613			164,515
(Gain) Loss recognized in equity		—			(50,612	)		—			(20,012	)		—			115,627
Dividends		—			(139,742	)		—			(164,404	)		—			(169,260	)
Foreign currency translation and other changes		(504	)		33,148			(3,391	)		(117,725	)		1,891			24,498

Ending balance at December 31,		172,278			818,871			205,792			830,773			223,504			1,007,733

Derivative financial instruments

Derivative financial risks

The Company is exposed to effects related to foreign exchange fluctuations in connection with its international business activities that are denominated in various currencies. In order to finance its business operations, the Company issues bonds and enters mainly into long-term credit agreements with banks. Due to these financing activities, the Company is exposed to changes in the interest rate as well as to price risks of balance sheet items with a fixed interest rate.

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, 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 entered into 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.

These master netting agreements do not provide a basis for offsetting the fair values of derivative financial instruments in the statement of financial position as the offsetting criteria under IFRS are not satisfied.

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FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

At December 31, 2018 and December 31, 2017, the Company had €7,547 and €11,574 of derivative financial assets subject to netting arrangements and €8,111 and €12,730 of derivative financial liabilities subject to netting arrangements. Offsetting these derivative financial instruments would have resulted in net assets of €4,048 and €5,505 as well as net liabilities of €4,612 and €6,661 at December 31, 2018 and December 31, 2017, respectively.

The Company calculates benchmarks for individual exposures in order to quantify interest and foreign exchange risks. The benchmarks are derived from achievable and reasonable market rates. Depending on the individual benchmarks, hedging strategies are agreed on and implemented.

In connection with the issuance of the Convertible Bonds in September 2014, the Company purchased Share Options. Any change in the Company's share price above the conversion price would be offset by a corresponding value change in the Share Options.

Market risk

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 in accordance with Section 315e of the German Commercial Code ("HGB") the Company has chosen the euro as its reporting currency. Therefore, changes in the rate of exchange between the euro 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.

Additionally, individual subsidiaries are exposed to transactional risks mainly resulting from intercompany purchases between production sites and other subsidiaries with different functional currencies. This exposes the subsidiaries to fluctuations in the rate of exchange between the invoicing currencies 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.

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 AOCI. Additionally, in connection with intercompany loans in foreign currency, the Company uses foreign exchange swaps to assure that no foreign exchange risks arise from those loans, which, if they qualify for cash flow hedge accounting, are also reported in AOCI. The Company only designates the change in fair value of the spot element of foreign exchange forward contracts as the hedging instrument in cash flow hedging relationships and uses a hedge ratio for designated risks of 1:1. The forward elements are separately accounted for as cost of hedging in a separate component within AOCI.

The amounts recorded in AOCI are subsequently reclassified into earnings as a component of revenue for those contracts that hedge sales or as an adjustment of cost of revenue for those contracts that hedge intercompany product purchases. Foreign exchange forward contracts that hedge loans are subsequently reclassified from AOCI to interest income/expense. The amounts recorded in AOCI are reclassified in the same period in which the hedged transaction affects earnings. Amounts recorded in AOCI for cash flow hedges related to product purchases from third parties are removed from AOCI and included directly in the carrying amount of the asset at initial recognition. Product purchases and sales designated in a cash flow hedging relationship are expected to affect profit and loss in the same period in which the cash flows occur.

The critical terms of the forward exchange contracts generally align with the hedged item. The economic relationship between forward exchange contracts and the hedged forecast transaction is based on the timing, currency and amount of the hedged cash flows. Ineffectiveness could arise in case the timing of the hedged transaction or the credit default risk changes. Earnings of the Company were not materially affected by hedge ineffectiveness in the reporting period since the critical terms of the interest and foreign exchange derivatives matched mainly the critical terms of the underlying exposures. The notional amounts of foreign exchange contracts in place that are designated and qualify as cash flow hedges totalled €129,153

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

and €91,068 at December 31, 2018 and December 31, 2017, respectively. At December 31, 2018, the Company had foreign exchange derivatives with maturities of up to 14 months.

The Company also enters into derivative contracts for forecasted product purchases and sales and for intercompany loans in foreign currencies which do not qualify for hedge accounting but are utilized for economic hedges as defined above. In these two 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 totalled €913,683 and €665,108 at December 31, 2018 and December 31, 2017, respectively.

The Company uses a Cash-Flow-at-Risk (CFaR) model in order to estimate and quantify transaction risks from foreign currencies. The basis for the analysis of the currency risks are the foreign currency cash flows that are reasonably expected to arise within the following twelve months, less any hedges. Under the CFaR approach, the potential currency fluctuations of these net exposures are shown as probability distributions based on historical volatilities and correlations of the preceding 250 business days. The calculation is made assuming a confidence level of 95% and a holding period of up to one year. The aggregation of currency risks has risk-mitigating effects due to correlations between the transactions concerned, i.e. the overall portfolio's risk exposure is generally less than the sum total of the underlying individual risks. Based on a net exposure of €1,094,060, the Company's CFaR amounts to €52,318 at December 31, 2018, this means with a probability of 95% a potential loss in relation to the forecasted foreign exchange cash flows of the next twelve months will be not higher than €52,318.

The following table shows the average hedging rate and the nominal amount of the foreign exchange forward contracts for the currencies with highest hedging volume at December 31, 2018:

Significant currency pairs

in € THOUS
	Nominal amount		Average hedging rate
EUR/AUD		156,950		1.6108
EUR/USD		60,269		1.1836
EUR/ILS		40,084		4.3208

Interest rate risk management

The Company's interest rate risks mainly arise from money market and capital market transactions of the group for financing its business activities.

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 Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference interest rates, maturities and the notional amounts. The effective portion of gains and losses of derivatives designated as cash flow hedges is deferred in AOCI; the amount of gains and losses reclassified from AOCI are recorded in interest income and interest expenses.

The euro-denominated interest rate swaps expire in 2019 and have a weighted average interest rate of 0.32%. Interest payable and receivable under the swap agreements is accrued and recorded as an adjustment to interest expense.

For purposes of analysing the impact of changes in the relevant reference interest rates on the Company's results of operations, the Company calculates the portion of financial debt which bears variable interest rate and which has not been hedged by means of interest rate swaps or options against rising interest rates. For this particular part of its liabilities, the Company assumes an increase in the reference rates of 0.5% compared to the actual rates as of the balance sheet date. The corresponding additional annual interest expense is then compared to the Company's net income. This analysis shows that an increase of 0.5% in

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

the relevant reference rates would have an effect of approximately 1% on the consolidated net income and less than 1% on the shareholder's equity of the Company.

At December 31, 2018 and December 31, 2017, the notional amount of the euro-denominated interest rate swaps in place was €204,000 and €228,000. At December 31, 2018, the Company had interest rate swaps with maturities of up to 10 months.

In addition, the Company also enters into interest rate hedges ("pre-hedges") in anticipation of future long-term debt issuance. These pre-hedges are used to hedge interest rate exposures with regard to interest rates which are relevant for the future long-term debt issuance and which could rise until the respective debt is actually issued. These pre-hedges were settled at the issuance date of the corresponding long-term debt with the settlement amount recorded in AOCI amortized to interest expense over the life of the debt. At December 31, 2018 and December 31, 2017, the Company had €1,131 and €16,495, respectively, related to settlements of pre-hedges deferred in AOCI, net of tax.

Derivative financial instruments valuation

The following table shows the carrying amounts of the Company's derivatives at December 31, 2018 and December 31, 2017:

Derivative financial instruments valuation

in € THOUS
	2018					2017
	Assets		Liabilities			Assets		Liabilities
Current
Foreign exchange contracts		1,434		(711	)		531		(2,182	)
Interest rate contracts		—		(414	)		—		—
Non-current
Foreign exchange contracts		58		—			30		(11	)
Interest rate contracts		—		—			—		(1,016	)

Derivatives in cash flow hedging relationships		1,492		(1,125	)		561		(3,209	)



Current
Foreign exchange contracts		6,402		(7,091	)		11,279		(9,520	)
Non-current
Derivatives embedded in the Convertible Bonds		—		(11,820	)		—		(102,434	)
Share Options to secure the Convertible Bonds		11,820		—			102,434		—

Derivatives not designated as hedging instruments		18,222		(18,911	)		113,713		(111,954	)

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 as of 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 as of 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 fair value of the embedded derivative of the Convertible Bonds is calculated using the difference between the market value of the Convertible Bonds and the market value of an adequate straight bond discounted with the market interest rates as of the reporting date.

The Company's own credit risk is incorporated in the fair value estimation of derivatives that are liabilities. Counterparty credit risk adjustments are factored into the valuation of derivatives that are assets. The Company monitors and analyses the credit risk from derivative financial instruments on a regular basis. For the valuation of derivative financial instruments, the credit risk is considered in the fair value of every individual instrument. The default probability is based upon the credit default swap spreads of each

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

counterparty appropriate for the duration. The calculation of the credit risk considered in the valuation is performed by multiplying the default probability appropriate for the duration with the expected discounted cash flows of the derivative financial instrument.

The effect of financial instruments on the consolidated statements of income

The effects of financial instruments recorded in the consolidated statements of income consist of interest income of €147,409 (2017: €51,375), interest expense of €448,471 (2017: €416,199) as well as allowances for doubtful accounts of €19,112 (2017: €549,631).

Interest income in 2018 primarily results from the valuation of the derivatives embedded in the Convertible Bonds, interest on overdue receivables and lease receivables as well as interest income related to uncertain tax treatments. In 2017 interest income results mainly from the valuation of the Share Options which the Company purchased in connection with the issuance of the Convertible Bonds, interest on overdue receivables and lease receivables as well as interest income related to uncertain tax treatments.

In 2018 and 2017 the major part of interest expenses relates to financial liabilities of the Company which are not accounted for at FVPL and interest expense related to uncertain tax treatments.

In the fiscal year 2018 net losses from foreign currency transactions amount to €21,391 (2017: net losses €36,159).

The following table shows the effect of derivatives in cash flow hedging relationship on the consolidated financial statements:

The effect of derivatives in cash flow hedging relationships on the consolidated financial statements

in € THOUS
	Fair value gain (loss) recognized in AOCI on hedging instrument (hedge reserve)			Fair value gain (loss) recognized in AOCI on hedging instrument (cost of hedging)			Location of reclassified amounts from AOCI	Amount reclassified from hedge reserve			Amount reclassified from cost of hedging
For the year ended December 31, 2018
Interest rate contracts		(105	)		—		Interest income/expense		22,249			—
Foreign exchange contracts		5,029			(2,244	)	thereof:
							Revenue		(423	)		132
							Costs of revenue		(1,839	)		799
							Inventories		(17	)		(21	)

Total		4,924			(2,244	)			19,970			910



For the year ended December 31, 2017
Interest rate contracts		(388	)		—		Interest income/expense		27,875			—
Foreign exchange contracts		2,001			—		Costs of revenue		(1,505	)		—
Total		1,613			—				26,370			—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The following table shows the effect of derivatives not designated as hedging instruments on the consolidated financial statements:

The effect of derivatives not designated as hedging instruments on the consolidated financial statements

in € THOUS
		Amount of (gain) loss recognized in income on derivatives for the year ended, December 31,
	Location of (gain) loss recognized in income on derivatives
	Location of (gain) loss recognized in income on derivatives	2018			2017
Foreign exchange contracts	Selling, general and administrative expenses		(12,841	)		(8,275	)
Foreign exchange contracts	Interest income/expense		14,809			9,435
Derivatives embedded in the Convertible Bonds	Interest income/expense		(90,614	)		7,771
Share Options to secure the Convertible Bonds	Interest income/expense		90,614			(7,771	)

Derivatives not designated as hedging instruments			1,968			1,160

The following table shows when the cash flow from derivative financial instruments is expected to occur:

Cash Flow from derivative financial instruments

in € THOUS
	Expected in period of
	Less than 1 year			1 - 3 years			3 - 5 years		Over 5 years
2018
Designated as hedging instrument		87			58			—		—
Not designated as hedging instrument		(689	)		—			—		—
2017
Designated as hedging instrument		(2,370	)		(530	)		—		—
Not designated as hedging instrument		1,762			—			—		—

Credit risk

The Company is exposed to potential losses in the event of non-performance by counterparties. With respect to derivative financial instruments it is not expected that any counterparty fails to meet its obligations as the counterparties are highly rated financial institutions. The maximum credit exposure of derivatives is represented by the fair value of those contracts with a positive fair value at the balance sheet date. The maximum credit exposure of all derivatives amounted to €19,714 at December 31, 2018 (2017: €114,274). The maximum credit risk resulting from the use of non-derivative financial instruments is defined as the total amount of all financial assets. In order to control this credit risk, the Management of the Company carries out an ageing analysis of trade accounts and other receivables. For details on the ageing analysis and on the allowance for doubtful accounts, please see note 7.

Liquidity risk

The liquidity risk is defined as the risk that a company is potentially unable to meet its financial obligations. The Management of the Company manages the liquidity of the group by means of effective working capital and cash management as well as an anticipatory evaluation of refinancing alternatives. The Management of the Company believes that existing credit facilities, net cash provided by operating activities and additional short-term debt are sufficient to meet the Company's foreseeable demand for liquidity (see note 13).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

The following table shows all non-discounted payments agreed by contract concerning financial liabilities and derivative financial instruments recorded in the consolidated balance sheets:

Payments agreed by contracts

in € THOUS
	Payments due by period of
	Less than 1 year		1 - 3 years		3 - 5 years		Over 5 years
2018
Accounts payable		641,271		1		—		—
Accounts payable to related parties		153,781		—		—		—
Other current financial liabilities		1,467,766		—		—		—
Short-term debt ⁽¹⁾		1,394,194		—		—		—
Long-term debt and capital lease obligations ⁽²⁾ ⁽³⁾		209,189		1,211,250		1,145,979		63,734
Bonds		1,127,532		1,514,989		677,500		880,939
Variable payments outstanding for acquisitions		57,217		69,918		33,221		30,576
Noncontrolling interests subject to put provisions		494,576		183,396		66,324		107,857
Letters of credit		12,413		12,322		—		—
Derivative financial instruments – in cash flow hedging relationships		1,347		—		—		—
Derivative financial instruments – not designated as hedging instrument		7,091		11,820		—		—
2017
Accounts payable		590,493		11		—		—
Accounts payable to related parties		147,349		—		—		—
Other current financial liabilities		1,461,428		—		—		—
Short-term debt ⁽¹⁾		769,279		—		—		—
Long-term debt and capital lease obligations ⁽²⁾ ⁽³⁾		198,585		1,463,857		1,328,177		66,063
Bonds		946,099		1,613,103		1,532,235		365,213
Variable payments outstanding for acquisitions		15,921		87,533		116,776		16,918
Noncontrolling interests subject to put provisions		473,189		200,299		81,424		115,960
Letters of credit		—		59,404		1,409		—
Derivative financial instruments – in cash flow hedging relationships		2,901		560		—		—
Derivative financial instruments – not designated as hedging instrument		9,523		102,434		—		—

(1): Includes amounts from related parties.
(2): Future interest payments for financial liabilities with variable interest rates were calculated using the latest interest rates fixed prior to December 31, 2018 and 2017.
(3): Excluding Bonds.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

24. Other comprehensive income (loss)

The changes in the components of other comprehensive income (loss) for the years ended December 31, 2018, 2017, and 2016 are as follows:

Other comprehensive income (loss)

in € THOUS
	2018									2017									2016
	Pretax			Tax effect			Net			Pretax			Tax effect			Net			Pretax			Tax effect			Net
Components that will not be reclassified to profit or loss:
Actuarial gain (loss) on defined benefit pension plans		(28,070	)		7,713			(20,357	)		6,840			(27,393	)		(20,553	)		(31,423	)		7,085			(24,338	)
Components that may be reclassified subsequently to profit or loss:
Foreign currency translation adjustment		327,317			—			327,317			(1,284,173	)		—			(1,284,173	)		368,429			—			368,429
Other comprehensive income (loss) relating to cash flow hedges:
Changes in fair value of cash flow hedges during the period		2,680			(698	)		1,982			1,613			(430	)		1,183			(1,357	)		568			(789	)
Reclassification adjustments		20,880			(6,036	)		14,844			26,370			(7,977	)		18,393			26,468			(7,607	)		18,861

Total other comprehensive income (loss) relating to cash flow hedges		23,560			(6,734	)		16,826			27,983			(8,407	)		19,576			25,111			(7,039	)		18,072

Other comprehensive income (loss)		322,807			979			323,786			(1,249,350	)		(35,800	)		(1,285,150	)		362,117			46			362,163

25. Supplementary cash flow information

The following additional information is provided with respect to net cash provided by (used in) investing activities for the years ended December 31, 2018, 2017 and 2016:

Details for net cash provided by (used in) investing activities

in € THOUS
	2018			2017			2016
Details for acquisitions
Assets acquired		(360,375	)		(758,720	)		(792,941	)
Liabilities assumed		21,122			128,552			113,491
Noncontrolling interests subject to put provisions		11,901			68,069			43,628
Noncontrolling interests		45,319			14,293			14,448
Non-cash consideration		28,530			8,851			220,849

Cash paid		(253,503	)		(538,955	)		(400,525	)
Less cash acquired		3,538			17,630			20,660

Net cash paid for acquisitions		(249,965	)		(521,325	)		(379,865	)

Cash paid for investments		(590,199	)		(17,999	)		(129,764	)
Cash paid for intangible assets		(85,103	)		(26,370	)		(12,171	)

Total cash paid for acquisitions and investments, net of cash acquired, and purchases of intangible assets		(925,267	)		(565,694	)		(521,800	)

Details for divestitures
Cash received from sale of subsidiaries or other businesses, less cash disposed		1,532,724			157,025			1,324
Cash received from divestitures of securities		150,172			256,136			116,922
Cash received from repayment of loans		79			2,227			72,001

Proceeds from divestitures		1,682,975			415,388			190,247

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

In connection with divestitures which occurred during 2018, the Company divested, in aggregate, assets, excluding cash, of €1,100,315, liabilities of €296,857, noncontrolling interests subject to put provisions of €469 and noncontrolling interests of €16,540.

The following table shows a reconciliation of debt to net cash provided by (used in) financing activities for 2018:

Reconciliation of debt to net cash provided by (used in) financing activities

in € THOUS
						Non-cash changes
	January 1, 2018		Cash Flow			Acquisitions		Foreign currency translation			Amortization of debt issuance costs		New leases		Other			December 31, 2018
Short-term debt		760,279		444,844			3,046		(2,860	)		—		—		(15	)		1,205,294
Short-term debt from related parties		9,000		179,900			—		—			—		—		—			188,900
Long-term debt and capital lease obligations (excluding Accounts Receivable Facility) ⁽¹⁾		6,384,734		(453,717	)		8,652		188,165			15,975		6,517		1,708			6,152,034
Accounts Receivable Facility		293,673		(298,912	)		—		4,883			356		—		—			—

(1): Cash Flow excluding repayments of variable payments outstanding for acquisitions in the amount of €10.099.

The following table shows a reconciliation of debt to net cash provided by (used in) financing activities for 2017:

Reconciliation of debt to net cash provided by (used in) financing activities

in € THOUS
						Non-cash changes
	January 1, 2017		Cash Flow			Acquisitions			Foreign currency translation			Amortization of debt issuance costs		New leases		Other			December 31, 2017
Short-term debt		572,010		202,687			(5,091	)		(9,298	)		—		—		(29	)		760,279
Short-term debt from related parties		3,000		6,000			—			—			—		—		—			9,000
Long-term debt and capital lease obligations (excluding Accounts Receivable Facility) ⁽¹⁾		7,392,067		(491,428	)		108,535			(656,556	)		20,109		8,801		3,206			6,384,734
Accounts Receivable Facility		165,037		157,564			—			(29,138	)		210		—		—			293,673

(1): Cash Flow excluding repayments of variable payments outstanding for acquisitions in the amount of €25,590.

26. Segment and corporate information

The Company's operating segments are the North America Segment, the EMEA Segment, the Asia-Pacific Segment and the Latin America Segment. The operating segments are determined based upon how the Company manages its businesses with geographical responsibilities. All segments are primarily engaged in providing health care services and the distribution of products and equipment for the treatment of ESRD and other extracorporeal therapies.

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(in THOUS, except share and per share data)

Management evaluates each segment using measures that reflect all of the segment's controllable revenues and expenses. With respect to the performance of business operations, management believes that the most appropriate measures are revenue, operating income and operating income margin. The Company does not include income taxes as it believes this is 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 certain costs, which relate primarily to certain headquarters' overhead charges, including accounting and finance, 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 related to production are centrally managed at Corporate. The Company's global research and development is also centrally managed at Corporate. These corporate activities do not fulfill the definition of a segment according to IFRS 8, Operating Segments. Products are transferred to the segments at cost; therefore, no internal profit is generated. The associated internal revenue 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

Information pertaining to the Company's segment and Corporate activities for the twelve-month periods ended December 31, 2018, 2017 and 2016 is set forth below:

Segment and corporate information

in € THOUS
	North America Segment			EMEA Segment			Asia-Pacific Segment			Latin America Segment			Total Segment			Corporate			Total
2018
Revenue from contracts with customers		11,347,963			2,559,485			1,627,715			682,894			16,218,057			14,736			16,232,793
Other revenue external customers		221,769			27,073			61,638			3,600			314,080			—			314,080

Revenue external customers		11,569,732			2,586,558			1,689,353			686,494			16,532,137			14,736			16,546,873
Inter – segment revenue		1,609			304			633			240			2,786			(2,786	)		—

Revenue		11,571,341			2,586,862			1,689,986			686,734			16,534,923			11,950			16,546,873

Operating income		2,665,187			398,683			303,956			28,848			3,396,674			(358,876	)		3,037,798

Interest																				(301,062	)

Income before income taxes																				2,736,736
Depreciation and amortization		(377,836	)		(116,384	)		(45,475	)		(22,344	)		(562,039	)		(162,808	)		(724,847	)
Income (loss) from equity method investees		75,279			(4,322	)		2,125			264			73,346			—			73,346
Total assets		16,936,646			3,612,800			2,322,284			719,334			23,591,064			2,651,204			26,242,268
thereof investment in equity method investees		348,096			178,886			98,741			24,057			649,780			—			649,780
Additions of property, plant and equipment and intangible assets		598,988			158,974			53,962			26,894			838,818			316,147			1,154,965
2017
Revenue external customers		12,878,665			2,547,055			1,623,312			719,792			17,768,824			14,748			17,783,572
Inter – segment revenue		1,898			16			356			374			2,644			(2,644	)		—

Revenue		12,880,563			2,547,071			1,623,668			720,166			17,771,468			12,104			17,783,572

Operating income		2,086,391			443,725			313,042			58,349			2,901,507			(539,068	)		2,362,439

Interest																				(364,824	)

Income before income taxes																				1,997,615
Depreciation and amortization		(398,235	)		(119,044	)		(45,401	)		(17,929	)		(580,609	)		(154,870	)		(735,479	)
Income (loss) from equity method investees		71,739			(7,159	)		1,919			700			67,199			—			67,199
Total assets		15,556,146			3,585,486			2,074,150			670,126			21,885,908			2,139,307			24,025,215
thereof investment in equity method investees		342,462			181,870			98,281			24,396			647,009			—			647,009
Additions of property, plant and equipment and intangible assets		526,652			130,755			52,861			41,637			751,905			241,052			992,957
2016
Revenue external customers		12,030,093			2,409,110			1,474,132			643,373			16,556,708			13,007			16,569,715
Inter – segment revenue		3,105			—			31			241			3,377			(3,377	)		—

Revenue		12,033,198			2,409,110			1,474,163			643,614			16,560,085			9,630			16,569,715

Operating income		1,936,079			474,396			289,434			59,162			2,759,071			(350,169	)		2,408,902

Interest																				(363,408	)

Income before income taxes																				2,045,494
Depreciation and amortization		(389,217	)		(109,128	)		(43,344	)		(15,577	)		(557,266	)		(144,270	)		(701,536	)
Income (loss) from equity method investees		58,547			(2,637	)		1,372			1,357			58,639			—			58,639
Total assets		17,281,951			3,576,784			1,762,903			691,980			23,313,618			2,190,021			25,503,639
thereof investment in equity method investees		289,400			187,169			96,513			25,072			598,154			—			598,154
Additions of property, plant and equipment and intangible assets		522,406			118,671			49,907			33,414			724,398			248,936			973,334

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

For the geographic presentation, revenues are attributed to specific countries based on the end user's location for products and the country in which the service is provided. Information with respect to the Company's geographic operations is set forth in the table below:

Geographic presentation

in € THOUS
	Germany		North America		Rest of the world		Total
2018
Revenue external customers		426,327		11,569,732		4,550,814		16,546,873
Long-lived assets		948,355		13,260,913		3,290,930		17,500,198
2017
Revenue external customers		433,105		12,878,665		4,471,802		17,783,572
Long-lived assets		905,571		13,037,452		3,122,590		17,065,613
2016
Revenue external customers		380,887		12,030,093		4,158,735		16,569,715
Long-lived assets		835,690		14,379,237		2,852,313		18,067,240

27. Subsequent events

Share repurchase

The Company resolved to repurchase shares with an aggregate volume of up to €1,000,000 via the capital markets over the next two years. The share repurchase program will be carried out in several tranches and in accordance with the European Union safe harbor provisions.

Acquisition of NxStage Medical, Inc.

The Company received notice from the Federal Trade Commission that the Commission voted to accept the Consent Order the Company signed in December 2018, which will allow its transaction with NxStage Medical, Inc. ("NxStage") to close. NxStage is a medical technology company that develops, manufactures and markets a product portfolio of medical devices for use in home dialysis and in the critical care setting.

No further significant activities have taken place subsequent to the balance sheet date December 31, 2018 that have a material impact on the key figures and earnings presented. Currently, there are no other significant changes in the Company's structure, management, legal form or personnel.

28. Compensation of the Management Board and the Supervisory Board

I. Compensation of the Management Board of the General Partner

The total compensation of the members of the Management Board of Fresenius Medical Care Management AG for the fiscal year 2018 amounted to €24,166 (2017: €23,302) and consisted of non-performance-based compensation (including fringe benefits) in the total amount of €6,532 (2017: €5,768), short-term performance-based compensation in the total amount of €8,437 (2017: €8,640) and components with long-term incentive effects (multi-year variable remuneration) in the total amount of €9,197 (2017: €8,894). Components with long-term incentive effects, which were granted in or for the 2018 fiscal year, include exclusively share-based compensation with cash settlement.

Under the Fresenius Medical Care Long-Term Incentive Plan 2016 (hereinafter: "LTIP 2016"), a total of 73,315 performance shares (in 2017: 73,746) were allocated to the members of the Management Board of Fresenius Medical Care Management AG, in the fiscal year 2018. The fair value of the performance shares granted in July of the fiscal year 2018 was €80.55 (in 2017: €75.12) each for grants denominated in euro and $94.11 (in 2017: $86.39) each for grants denominated in US-Dollar on the grant date. Dr. Katarzyna Mazur-Hofsäß (member of the Management Board since September 1, 2018) was granted Performance Shares in December of the fiscal year whose fair value on the grant date was €69.05.

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(in THOUS, except share and per share data)

Due to the fact that the targets were met in the fiscal year 2018, in addition to the performance shares granted under the LTIP 2016, the Management Board members of Fresenius Medical Care Management AG were entitled to further share-based compensation with cash settlement (so-called Share Based Award) in the amount of €3,414 (2017: €3,418).

At the end of fiscal year 2018, the members of the Management Board of Fresenius Medical Care Management AG held a total of 204,693 performance shares (2017: 150,993) and 54,711 phantom stock (2017: 73,432). In addition, they held a total of 602,389 stock options at the end of fiscal year 2018 (2017: 819,491 stock options).

As of December 31, 2018, aggregate pension obligations of €24,535 (December 31, 2017: €21,753) existed relating to existing pension commitments. In the fiscal year 2018, the appropriation to the pension reserves amounted to €5,071 (2017: €212).

In the fiscal year 2018, no loans or advance payments of future compensation components were made to members of the Management Board of Fresenius Medical Care Management AG.

To the extent permitted by law, Fresenius Medical Care Management AG undertook to indemnify the members of the Management Board from claims against them arising out of their work for the Company and its affiliates, if such claims exceed their liability under German law. To secure such obligations, the Company has concluded a Directors & Officers liability insurance with an excess in compliance with the specifications according to German stock corporation law.

Mr. Dominik Wehner was a member of the Management Board until the end of December 31, 2017. In his termination agreement, it was agreed with respect to the compensation components he is entitled to by contract for the period from January 1, 2018 to March 31, 2022 that he will annually receive a base salary of €425 and an amount of 30% of his base salary. In addition, Mr. Dominik Wehner is entitled to fringe benefits such as the private use of his company car, contributions to financial planning, insurance benefits and contributions to pension and health insurance in a total amount of approximately €38 p.a. The compensation components granted to Mr. Dominik Wehner under the Long-Term Incentive Program 2011, the LTIP 2016 and the Share Based Award are payable or can be exercised, as the case may be, by the relevant regular vesting date pursuant to the applicable conditions. Except for the Share Based Award for 2017, Mr. Dominik Wehner is no longer eligible to be granted any components with long-term incentive effects as of the fiscal year 2018. As of the completion of the age of 65, Mr. Dominik Wehner will receive a Company-funded retirement pension in accordance with the individual contractual pension commitment by Fresenius Medical Care Management AG.

In the fiscal year, Mr. Ronald Kuerbitz, who was a member of the Management Board until February 17, 2017, was granted no base salary (2017: €109) and no fringe benefits (2017: €43) and no one-year or multi-year variable compensation components (2017: €0). Since February 17, 2017 and for a maximum period of two years, Mr. Ronald Kuerbitz receives annual non-compete compensation of €515 (2017: €538) for the post-employment non-compete obligation agreed with him. In addition, Mr. Ronald Kuerbitz received one-off compensation of €852 in the fiscal year 2017 which had been agreed with him in the context of his resignation from the Management Board of the General Partner. The payment of this compensation was linked to the successful completion of various projects, part of which had not yet been completed as at the time of the agreement, and thus ensured Mr. Ronald Kuerbitz's involvement even after his resignation from the Management Board. It was also agreed with him that, after the end of his service agreement, he would act as an advisor to National Medical Care, Inc. as of August 14, 2017 until the end of August 13, 2018. The consideration to be granted for such services (including reimbursement of expenses) amounts to €212 (2017: €55) for the fiscal year. As of the completion of the age of 65, Mr. Ronald Kuerbitz will receive a Company-funded retirement pension of €124 per year.

Mr. Roberto Fusté, who was a member of the Management Board until March 31, 2016, received pension payments in the amount of approximately €261 (2017: €239) in the fiscal year. On the occasion of the termination of his service agreement with effect as of December 31, 2016 as a member of the Management Board, it was agreed with Mr. Roberto Fusté that he would be subject to a post-employment non-compete obligation lasting until the end of December 31, 2018 and that he would act as an advisor to the Chairman

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(in THOUS, except share and per share data)

of the Management Board. For this, he received non-compete compensation of €377 (2017: €377) and an advisory fee in the amount of €377 (2017: €377) in the fiscal year.

Prof. Emanuele Gatti, who was a member of the Management Board until March 31, 2014, received pension payments in the amount of €338 (2017: €338). On the occasion of the termination of his service agreement as a member of the Management Board effective as of April 30, 2015, a two-year post-employment non-compete obligation was agreed upon with Prof. Emanuele Gatti. As compensation for this, Prof. Emanuele Gatti received annual non-compete compensation in the amount of €488. In the fiscal year Prof. Gatti received no non-compete compensation (2017: €163) as the non-compete obligation already expired in the course of the previous year.

Instead of a pension provision, a consulting agreement was entered into with Dr. Ben Lipps, the Chairman of the Management Board until December 31, 2012, for the period January 1, 2013 to December 31, 2021. By this consulting agreement, Dr. Ben Lipps will provide consulting services on certain fields and within a specified time frame and he will be subject to a non-compete covenant. The consideration to be granted by Fresenius Medical Care Management AG for such services (including reimbursement of expenses) amounts for the fiscal year to €522 (2017: €580). The present value of this agreement (including pension payments for the surviving spouse in case of death) amounts to €1,586 (2017: €1,996) as at December 31 of the fiscal year.

Former members of the Management Board did not receive any compensation in the fiscal year 2018 other than mentioned herein. As of December 31 of the fiscal year 2018, pension obligations towards this group of persons exist in an amount of €25,163 (December 31, 2017: €21,930).

A post-employment non-competition covenant was agreed upon with all members of the Management Board. If such covenant becomes applicable, the Management Board members receive compensation amounting to half of their respective annual base salary for each year of the respective application of the non-competition covenant, up to a maximum of two years. The employment contracts of the Management Board members contain no express provisions that are triggered by a change of control.

The new or extended employment contracts concluded with individual members of the Management Board with effect from January 1, 2018 provide for a severance payment cap. Under this cap, payments in connection with the early termination of a Management Board activity in the event of dismissal for cause ( Abberufung aus wichtigem Grund ) may not exceed the value of two years` compensation and may not compensate more than the remaining term of contract. For the calculation of the relevant annual compensation, only the non-performance-based compensation components are applied. If there is good cause for the termination of the employment contract, no severance payments are made.

FMC-AG & Co. KGaA publishes detailed and also individualized information for each member of the Management Board of Fresenius Medical Care Management AG on the compensation of the Management Board in its Compensation Report, which is part of the management report and which can be accessed on Company's website under https://www.freseniusmedicalcare.com/en/investors/corporate-governance/declaration-on-corporate-governance/.

II. Compensation of the Supervisory Board

In fiscal year 2018 the total compensation fees to all members of the Supervisory Board of FMC-AG & Co. KGaA amounted to €773 (2017: €876). This includes a fixed compensation of €361 (2017: €409) as well as a

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(in THOUS, except share and per share data)

compensation to all members of the Audit Committee of €148 (2017: €185). Additionally, for the previous year the entitlement to a payment of variable performance-related compensation of €264 (2017: €282) was achieved. Furthermore, in fiscal year 2018 the members of the Supervisory Board which are also members of the Joint Committee of FMC-AG & Co. KGaA, receive attendance fees of $3,5 pursuant to Article 13e para. 3 of the articles of association.

The compensation of the supervisory board of the Fresenius Medical Care Management AG and the compensation of its Committees was, in compliance with article 7 para. 3 of the Articles of Association of FMC-AG & Co. KGaA, charged to FMC-AG & Co. KGaA. In fiscal year 2018 the total compensation for the members of the supervisory board of the Fresenius Medical Care Management AG amounted to €1,110 (2017: €1,039). This includes fixed compensation components for the work in the supervisory board in the amount of €402 (2017: €357) and compensation components for the work in the Committees of €428 (2017: €447). Additionally, for the previous year the entitlement to a payment of variable performance-related compensation of €280 (2017: €235) was achieved.

29. Principal accountant fees and services

In 2018, 2017 and 2016, fees for the auditor KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, and its affiliates were expensed as follows:

Fees

in € THOUS
	Consolidated group		thereof Germany		Consolidated group		thereof Germany		Consolidated group		thereof Germany
	2018				2017				2016

Audit fees		7,845		1,322		8,629		1,232		7,896		1,060
Audit-related fees		320		316		59		18		53		42
Tax fees		1,069		115		830		169		164		—
Other fees		251		234		716		110		4,703		4,689

The current lead engagement partner for the audit of the consolidated financial statements assumed responsibility in 2017.

Audit fees are the aggregate fees billed by KPMG for the audit of the Company's consolidated financial statements and the statutory financial statements of FMC-AG & Co. KGaA and certain of its subsidiaries, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements. Fees related to the audit of internal control over financial reporting are included in audit fees. Audit-related fees are fees charged by KPMG for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under audit fees. This category comprises fees billed for comfort letters, consultation on accounting issues, agreed-upon procedure engagements and other attestation services subject to regulatory requirements. Tax fees are fees for professional services rendered by KPMG for tax compliance, tax advice on implications for actual or contemplated transactions, tax consulting associated with international transfer prices, and expatriate employee tax services, as well as support services related to tax audits. Other fees include amounts related to services in regard to the harmonization of the IT-landscape as well as amounts related to supply chain consulting fees.

Fees billed by KPMG for non-audit services in Germany include fees for the services described above within the audit-related fees, tax fees and other fees.

30. Corporate governance

The Management Board of the General Partner, represented by Fresenius Medical Care Management AG, and the Supervisory Board of Fresenius Medical Care AG & Co. KGaA issued a compliance declaration pursuant to Section 161 of the German Stock Corporation Act (AktG). The Company has frequently made this declaration available to the public by publishing it on its website: https://www.freseniusmedicalcare.com/en/investors/corporate-governance/declaration-of-compliance/.

F-95

Table of Contents

FRESENIUS MEDICAL CARE AG & Co. KGaA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in THOUS, except share and per share data)

31. Proposal for the distribution of earnings

It is proposed that the earnings of Fresenius Medical Care AG & Co. KGaA for the fiscal year 2018 will be distributed as follows:

Proposal for the distribution of earnings

in € THOUS, except for share data

Payment of a dividend of €1.17 per share on share capital of €306,879 entitled to receive dividends			359,048
Balance to be carried forward			3,295,832

			3,654,880

F-96

Exhibit 2.29

EXECUTION VERSION

AMENDMENT NO. 2

Dated as of December 20, 2018

SEVENTH AMENDED AND RESTATED

TRANSFER AND ADMINISTRATION AGREEMENT

Dated as of November 24, 2014

THIS AMENDMENT NO. 2 (this “ Amendment ”) dated as of December 20, 2018 is entered into by and among (i) NMC FUNDING CORPORATION, a Delaware corporation (the “ Transferor ”), (ii) NATIONAL MEDICAL CARE, INC., a Delaware corporation, as collection agent (the “ Collection Agent ”), (iii) the “Conduit Investors,” “Bank Investors” and “Administrative Agents” identified on the signature pages hereto and (iv) THE BANK OF NOVA SCOTIA, as agent (the “ Agent ”).

PRELIMINARY STATEMENTS

A. The Transferor, the Collection Agent, the Conduit Investors, the Bank Investors, the Administrative Agents and the Agent are parties to that certain Seventh Amended and Restated Transfer and Administration Agreement dated as of November 24, 2014 (as amended or otherwise modified prior to the date hereof, the “ TAA ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the TAA.

B. In addition, the parties hereto have agreed to amend the TAA on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments to TAA . As of the Effective Date (as defined below), subject to the conditions precedent set forth in Section 2 of this Amendment, the TAA is hereby amended in accordance with Exhibit A hereto: (a) by deleting each term thereof that is lined out and (b) by inserting each term thereof that is double-underlined, in each case in the place where such term appears therein. For the avoidance of doubt, notwithstanding anything to the contrary contained in any prior amendment or amendments to the TAA, the TAA set forth in Exhibit A hereto reflects the current agreement of the parties hereto as to all of the terms and provisions of the TAA as of the date hereof.

SECTION 2. Conditions Precedent . This Amendment shall become effective and be deemed effective as of December 20, 2018 (the “ Effective Date ”) subject to the Agent’s receipt of the following, each in form and substance satisfactory to each Administrative Agent:

(a) counterparts of this Amendment duly executed by the Transferor, the Collection Agent, the Conduit Investors, the Bank Investors, the Administrative Agents and the Agent;

(b) an amendment to the Receivables Purchase Agreement, dated as of the date hereof, substantially in the form of Exhibit B hereto, duly executed and delivered by each of the parties thereto (and each of the parties hereto, by its execution of this Amendment, hereby consents to such execution and delivery);

(c) an amendment to the Transferring Affiliate Letter, dated as of the date hereof, substantially in the form of Exhibit C hereto, duly executed and delivered by each of the parties thereto (and each of the parties hereto, by its execution of this Amendment, hereby consents to such execution and delivery);

(d) a fully executed Third Amended and Restated Parent Agreement, dated as of the date hereof, substantially in the form of Exhibit D attached hereto, duly executed and delivered by each of the parties thereto;

(e) counterparts of the amended and restated Investor Fee Letter, dated as of the date hereof, duly executed by each of the parties thereto;

(f) confirmation that all fees due and payable on or before the Effective Date have been paid in full;

(g) to the extent requested by any Conduit Investor, such Conduit Investor shall have received confirmation from each Rating Agency rating the Commercial Paper of such Conduit Investor or its Related CP Issuer that the execution and delivery of this Amendment and the transactions contemplated hereby will not result in the reduction or withdrawal of the then current rating of the Commercial Paper issued by such Conduit Investor or its Related CP Issuer;

(h) a Certificate of the Collection Agent certifying therein (i) true and correct copies of the forms of Contracts, (ii) a true and correct copy of the Credit and Collection Policy, (iii) a true and correct copy of the Account Schedule and (iv) a true and correct copy of the FI/MAC Schedule;

(i) an Investor Report dated as of the end of the last day of October 2018;

(j) a Cash Collections Report dated as of the end of the last day of October 2018;

(k) an Account Agent Agreement, dated as of the date hereof, duly executed and delivered by each of the parties thereto;

(l) a Special Account Letter duly executed by each New Transferring Affiliate (as defined in Exhibit C hereto) and the applicable bank;

(m) solely for Credit Agricole, as Administrative Agent on behalf of its Related Group, a fully executed CACIB Group Letter Agreement, dated as of the date hereof, in a form acceptable to Credit Agricole, duly executed and delivered by each of the parties thereto; and

(n) such other documents, instruments, certificates and opinions as the Agent or any Administrative Agent shall reasonably request.

SECTION 3. Covenants, Representations and Warranties of the Transferor and the Collection Agent .

3.1 Upon the effectiveness of this Amendment, each of the Transferor and the Collection Agent hereby reaffirms all covenants, representations and warranties made by it in the TAA and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the Effective Date.

3.2 Each of the Transferor and the Collection Agent hereby represents and warrants that (i) this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms and (ii) upon the effectiveness of this Amendment, including the simultaneous effectiveness of the amendment to the Transferring Affiliate Letter referenced in Section 2(c) of this Amendment, (x) the Percentage Factor shall not exceed the Maximum Percentage Factor, (y) no Termination Event or Potential Termination Event shall exist under the TAA, and (z) the aggregate Outstanding Balance of all Receivables originated by the remaining Transferring Affiliates is at least $1,050,000,000.

SECTION 4. Reference to and Effect on the TAA .

4.1 Unless otherwise indicated, all references in this Amendment to a specific “Section”, “Schedule”, “Exhibit” and other subdivision are to such Section, Schedule, Exhibit or other subdivision of the TAA.

4.2 Upon the effectiveness of this Amendment, each reference in the TAA to “this Agreement”, “hereunder”, “hereof”, “herein”, “hereby” or words of like import shall mean and be a reference to the TAA as amended hereby, and each reference to the TAA in any other document, instrument and agreement executed and/or delivered in connection with the TAA shall mean and be a reference to the TAA as amended hereby.

4.3 Except as specifically amended hereby, the TAA and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.4 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Investor, any Administrative Agent or the Agent under the TAA or any other document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

SECTION 5. Governing Law . THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO

THE CONFLICT OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

SECTION 6. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.

SECTION 7. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.

	NMC FUNDING CORPORATION,
	as Transferor

	By:	/s/ Mark Fawcett
	Name:	Mark Fawcett
	Title:	Senior Vice President & Treasurer

	NATIONAL MEDICAL CARE, INC., as
	Collection Agent

	By:	/s/ Mark Fawcett
	Name:	Mark Fawcett
	Title:	Senior Vice Presidents & Treasurer

Signature Page

Amendment No. 2 to Seventh Amended and Restated

Transfer and Administration Agreement

	THE BANK OF NOVA SCOTIA, as an
	Administrative Agent and as a Bank Investor

	By:	/s/ Michelle C. Phillips
	Name:	Michelle C. Phillips
	Title:	Managing Director

	LIBERTY STREET FUNDING LLC,
	as a Conduit Investor

	By:	/s/ Jill A. Russo
	Name:	Jill A. Russo
	Title:	Vice President

Signature Page

Amendment No. 2 to Seventh Amended and Restated

Transfer and Administration Agreement

	CREDIT AGRICOLE CORPORATE AND
	INVESTMENT BANK, NEW YORK, as an
	Administrative Agent and as a Bank Investor

	By:	/s/ Kostantina Kourmpetis
	Name:	Kostantina Kourmpetis
	Title:	Managing Director

	By:	/s/ Michael Regan
	Name:	Michael Regan
	Title:	Managing Director

	ATLANTIC ASSET SECURITIZATION LLC,
	as a Conduit Investor

	By: Credit Agricole Corporate and Investment
	Bank, New York, its Attorney-in-Fact

	By:	/s/ Kostantina Kourmpetis
	Name:	Kostantina Kourmpetis
	Title:	Managing Director

	By:	/s/ Michael Regan
	Name:	Michael Regan
	Title:	Managing Director

Signature Page

Amendment No. 2 to Seventh Amended and Restated

Transfer and Administration Agreement

	BARCLAYS BANK PLC, as an Administrative
	Agent

	By:	/s/ David Hufnagel
	Name:	David Hufnagel
	Title:	Director

	SHEFFIELD RECEIVABLES COMPANY, LLC,
	as a Conduit Investor and as a Bank Investor

	By:	/s/ David Hufnagel
	Name:	David Hufnagel
	Title:	Director

Signature Page

Amendment No. 2 to Seventh Amended and Restated

Transfer and Administration Agreement

	ROYAL BANK OF CANADA, as an
	Administrative Agent and as a Bank Investor

	By:	/s/ Janine D. Marsini
	Name:	JANINE D. MARSINI
	Title:	Authorized Signatory

	By:	/s/ Stephen A. Kuklinski
	Name:	Stephen A. Kuklinski
	Title:	Authorized Signatory

	THUNDER BAY FUNDING, LLC,
	as a Conduit Investor

	By:	/s/ Janine D. Marsini
	Name:	JANINE D. MARSINI
	Title:	Authorized Signatory

Signature Page

Amendment No. 2 to Seventh Amended and Restated

Transfer and Administration Agreement

	PNC BANK, NATIONAL ASSOCIATION, as an
	Administrative Agent, as a Bank Investor and as a
	Conduit Investor

	By:	/s/ Eric Bruno
	Name:	Eric Bruno
	Title:	Senior Vice President

	By:	/s/ Eric Bruno
	Name:	Eric Bruno
	Title:	Senior Vice President

Signature Page

Amendment No. 2 to Seventh Amended and Restated

Transfer and Administration Agreement

	MUFG BANK, LTD. f/k/a THE BANK OF
	TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
	BRANCH, as an Administrative Agent

	By:	/s/ Christopher Pohl
	Name:	Christopher Pohl
	Title:	Managing Director

	MUFG BANK, LTD. f/k/a THE BANK OF
	TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
	BRANCH, as a Bank Investor

	By:	/s/ Christopher Pohl
	Name:	Christopher Pohl
	Title:	Managing Director

	VICTORY RECEIVABLES CORPORATION,
	as a Conduit Investor

	By:	/s/ Kevin J. Corrigan
	Name:	Kevin J. Corrigan
	Title:	Vice President

Signature Page

Amendment No. 2 to Seventh Amended and Restated

Transfer and Administration Agreement

EXHIBIT A

Marked Copy of the

Seventh Amended and Restated

Transfer and Administration Agreement

Conformed Copy including: Amendment No. 1 dated as of December 6, 2016 Amendment No. 2 dated as of December 20, 2018 EXECUTION VERSION SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT among NMC FUNDING CORPORATION, as Transferor NATIONAL MEDICAL CARE, INC., as Collection Agent THE ENTITIES PARTIES HERETO, as Conduit Investors THE FINANCIAL INSTITUTIONS PARTIES HERETO, as Bank Investors THE BANK OF NOVA SCOTIA MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH BARCLAYS BANK PLC CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK PNC BANK, NATIONAL ASSOCIATION and ROYAL BANK OF CANADA as Administrative Agents and THE BANK OF NOVA SCOTIA, as Agent Dated as of November 24, 2014

TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 SECTION 1.1. SECTION 1.2. SECTION 1.3. SECTION 1.4. Certain Defined Terms Other Terms Computation of Time Periods Amendment and Restatement 1 3740 3741 3741 ARTICLE II PURCHASE AND SETTLEMENTS 3741 SECTION 2.1. SECTION 2.2. SECTION 2.3. SECTION 2.4. SECTION 2.5. SECTION 2.6. SECTION 2.7. SECTION 2.8. Facility Incremental Transfers(NI); Certificates; Eligible Receivables Selection of Tranche Periods and Tranche Rates Discount, Fees and Other Costs and Expenses Non-Liquidation Settlement and Reinvestment Procedures Liquidation Settlement Procedures Fees Protection of Ownership Interest of the Investors; Special Accounts, Intermediate Concentration Account and Concentration Account Deemed Collections; Application of Payments Payments and Computations, Etc Reports Collection Account Sharing of Payments, Etc Right of Setoff Addition and Removal of Transferring Affiliates Optional Repurchase of Transferred Interest Letters of Credit. Issuance and Modification of Letters of Credit. Disbursements and Reimbursements under Letters of Credit Documentation in connection with Letters of Credit Determination to Honor Drawing Request under a Letter of Credit Reimbursement Obligations Indemnity in connection with Letters of Credit Liability for Acts and Omissions in connection with Letters of Credit 3741 3841 4044 4348 4348 4449 4651 4651 4853 4954 4954 5055 5156 5156 5156 5258 5358 5359 5460 5661 5662 5662 5864 5864 SECTION 2.9. SECTION 2.10. SECTION 2.11. SECTION 2.12. SECTION 2.13. SECTION 2.14. SECTION 2.15. SECTION 2.16. SECTION 2.17. SECTION 2.18. SECTION 2.19. SECTION 2.20. SECTION 2.21. SECTION 2.22. SECTION 2.23. SECTION 2.24. ARTICLE III REPRESENTATIONS AND WARRANTIES 6066 SECTION 3.1. Representations and Warranties of the Transferor i 6066

SECTION 3.2. SECTION 3.3. Reaffirmation of Representations and Warranties by the Transferor Representations and Warranties of the Collection Agent 6571 6572 ARTICLE IV CONDITIONS PRECEDENT 6774 SECTION 4.1. SECTION 4.2. SECTION 4.3. Conditions to Closing Conditions to Funding an Incremental Transfer (NI) Conditions to Issuing and Modifying a Letter of Credit and an Incremental Transfer (L/C) Conditions to Funding an Incremental Transfer (NI) (Reimbursement Obligations) 6774 7076 7077 SECTION 4.4. 7177 ARTICLE V COVENANTS 7178 SECTION 5.1. SECTION 5.2. SECTION 5.3. SECTION 5.4. Affirmative Covenants of Transferor Negative Covenants of the Transferor Affirmative Covenants of the Collection Agent Negative Covenants of the Collection Agent 7178 7885 8290 8492 ARTICLE VI ADMINISTRATION AND COLLECTION 8593 SECTION 6.1. SECTION 6.2. SECTION 6.3. SECTION 6.4. SECTION 6.5. Appointment of Collection Agent Duties of Collection Agent Right After Designation of New Collection Agent Collection Agent Default Responsibilities of the Transferor 8593 8693 8795 8896 8997 ARTICLE VII TERMINATION EVENTS 9098 SECTION 7.1. SECTION 7.2. Termination Events Termination 9098 93101 ARTICLE VIII INDEMNIFICATION; EXPENSES; RELATED MATTERS 93101 SECTION 8.1. SECTION 8.2. Indemnities by the Transferor Indemnity for Taxes, Reserves and Expenses 93101 96104 ii

SECTION 8.3. SECTION 8.4. SECTION 8.5. Taxes Other Costs, Expenses and Related Matters Reconveyance Under Certain Circumstances 99107 101110 102110 ARTICLE IX THE AGENT; BANK COMMITMENT; THE ADMINISTRATIVE AGENTS 102111 SECTION 9.1. SECTION 9.2. SECTION 9.3. SECTION 9.4. SECTION 9.5. SECTION 9.6. SECTION 9.7. SECTION 9.8. SECTION 9.9. SECTION 9.10. SECTION 9.11. SECTION 9.12. Authorization and Action Agent’s Reliance, Etc Credit Decision Indemnification of the Agent Successor Agent Payments by the Agent Bank Commitment; Assignment to Bank Investors Appointment of Administrative Agents Administrative Agent’s Reliance, Etc Indemnification of the Administrative Agents Successor Administrative Agents Payments by the Administrative Agents 102111 103112 104112 104113 104113 105113 105114 109117 110119 110119 111120 111120 ARTICLE X MISCELLANEOUS 112121 SECTION 10.1. SECTION 10.2. SECTION 10.3. SECTION 10.4. SECTION 10.5. SECTION 10.6. SECTION 10.7. SECTION 10.8. SECTION 10.9. Term of Agreement Waivers; Amendments Notices Governing Law; Submission to Jurisdiction; Integration Severability; Counterparts Successors and Assigns Waiver of Confidentiality Confidentiality Agreement No Bankruptcy Petition Against Conduit Investors 112121 112121 112121 117126 118126 118127 118127 119127 120129 120129 SECTION 10.10. No Recourse Against Stockholders, Officers or Directors SECTION 10.11. Characterization of the Transactions Contemplated by the Agreement SECTION 10.12. Perfection Representations SECTION 10.13. Acknowledgement and Consent to EU Bail-In of EEA Financial 121130 121130 Institutions SECTION 10.14. PATRIOT Act Notice 130 131 131 SECTION 10.15. Purchase of Interests of the CACIB Group iii

SCHEDULES SCHEDULE I Notice Addresses of Bank Investors SCHEDULE II Commitments of Bank Investors SCHEDULE III Perfection Representations SCHEDULE IV [RESERVED] EXHIBITS EXHIBIT A Form of Notice of Incremental Transfer (NI) EXHIBIT B Form of L/C Issuance Notice EXHIBIT C Form of L/C Modification Notice EXHIBIT D-1 Form of Special Account Letter EXHIBIT D-2 Form of Concentration Account Agreement EXHIBIT D-3 Form of Intermediate Concentration Account Agreement EXHIBIT D-4 Form of Notice of Termination of Special Account Letter EXHIBIT E Form of Investor Report EXHIBIT F Form of Transfer Certificate EXHIBIT G Form of Assignment and Assumption Agreement EXHIBIT H List of Actions and Suits (Sections 3.1(g), 3.1(k) and 3.3(e)) EXHIBIT I Location of Records EXHIBIT J Form of Business Associate Agreement EXHIBIT K [RESERVED] EXHIBIT L Forms of Secretary’s Certificate EXHIBIT M [RESERVED] EXHIBIT N [RESERVED] EXHIBIT O Form of Transferring Affiliate Letter iv

EXHIBIT P Form of Amendments to Transferring Affiliate Letter, Receivables Purchase Agreement and Parent Agreement EXHIBIT Q List of Transferring Affiliates EXHIBIT R Form of Account Agent Agreement EXHIBIT S List of Closing Documents EXHIBIT T Form of Agreed Upon Procedures Report v

SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this “Agreement”), dated as of November 24, 2014 by and among NMC FUNDING CORPORATION, a Delaware corporation, as transferor (in such capacity, the “Transferor”), NATIONAL MEDICAL CARE, INC., a Delaware corporation, as the initial “Collection Agent”, LIBERTY STREET FUNDING LLC, a Delaware limited liability company, as a Conduit Investor, ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company, as a Conduit Investor, SHEFFIELD RECEIVABLES COMPANY, LLC, a Delaware limited liability company, as a Conduit Investor, THUNDER BAY FUNDING, LLC, a Delaware limited liability company, as a Conduit Investor, PNC BANK, NATIONAL ASSOCIATION, a national banking association, as a Conduit Investor, VICTORY RECEIVABLES CORPORATION, a Delaware corporation, as a Conduit Investor, the FINANCIAL INSTITUTIONS PARTIES HERETO, as Bank Investors, MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as an Administrative Agent, BARCLAYS BANK PLC, as an Administrative Agent, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK, as an Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as an Administrative Agent, ROYAL BANK OF CANADA, as an Administrative Agent, and THE BANK OF NOVA SCOTIA, as an Administrative Agent and as agent (in such capacity, the “Agent”) for the Investors. PRELIMINARY STATEMENTS WHEREAS, the Transferor, the Collection Agent, certain of the Conduit Investors, certain of the Bank Investors and certain of the Administrative Agents are parties to that certain Sixth Amended and Restated Transfer and Administration Agreement dated as of January 17, 2013 (as amended prior to the date hereof, the “Existing TAA”); and WHEREAS, the parties hereto desire to amend and restate the Existing TAA in its entirety. NOW, THEREFORE, the parties hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings: “2013 Closing Date” means January 17, 2013. “2016 Closing Date” means December 6, 2016. “2018 Closing Date” means December 20, 2018. 1

“Account Agent Agreement” means an agreement in substantially the form of Exhibit R hereto. “Account Schedule” has the meaning specified in Section 3.1(s). “Adjusted Default Ratio” means the ratio (expressed as a percentage) computed as of the last day of each calendar month by multiplying (i) 100% minus the Recovery Rate and (ii) the Default Ratio. “Administrative Agent” means (i) The Bank of Nova Scotia, as administrative agent for the Related Group that includes Liberty Street, (ii) MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent for the Related Group that includes Victory Receivables Corporation, (iii) Barclays Bank PLC, as administrative agent for the Related Group that includes Sheffield, (iv) Credit Agricole Corporate and Investment Bank, New York, as administrative agent for the Related Group that includes Atlantic Securitization, (v) PNC Bank, National Association, as administrative agent for the Related Group that includes PNC Bank, National Association in its capacity as a Conduit Investor, and (vi) Royal Bank of Canada, as administrative agent for the Related Group that includes Thunder Bay. “Administration Fee” means the fee payable by the Transferor to the Agent pursuant to Section 2.7(iii) hereof, the terms of which are set forth in the Agent Fee Letter. “Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person (including any UCC financing statement or any similar instrument filed against such Person’s assets or properties), other than customary rights of set-off and other similar claims. “Affected Assets” means, collectively, the Receivables and the Related Security, Collections and Proceeds relating thereto. “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with, such Person. “Agent” means The Bank of Nova Scotia, in its capacity as agent for the Investors, and any successor thereto appointed pursuant to Article IX. “Agent Fee Letter” means the Amended and Restated Agent Fee Letter dated December 6,the 2016 Closing Date between the Transferor and the Agent relating to certain fees payable by the Transferor to the Agent hereunder, as amended, restated, supplemented or otherwise modified from time to time. “Aggregate Unpaids” means, at any time, an amount equal to the sum of (i) the aggregate accrued and unpaid Discount with respect to all Tranche Periods at such time, (ii) the Net Investment at such time, (iii) the aggregate accrued and unpaid L/C Fees at such time, (iv) the 2

aggregate unpaid amount of all Reimbursement Obligations and accrued and unpaid RO Interest at such time, (v) the aggregate amount of cash collateral then required to be remitted to an L/C Collateral Account, (vi) the aggregate accrued and unpaid fees described in Section 2.7, and (vii) all other amounts owed (whether due or accrued) hereunder by the Transferor to the Investors at such time. “Agreed Upon Procedures Report” means the report contemplated in Section 6.2(c)(i). “Agreement” shall have the meaning specified in the Preamble to this Agreement. “AIFMR" means Regulation (EU) No. 231/2013. “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Seller Parties or their respective Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010 and any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. “Anti-Terrorism Laws” means each of: (a) the Executive Order; (b) the PATRIOT Act; (c) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956 and any successor statute thereto; (d) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); (e) the Bank Secrecy Act, and the rules and regulations promulgated thereunder; and (f) any other Law of the United States, Canada or any member state of the European Union now or hereafter enacted to monitor, deter or otherwise prevent: (i) terrorism or (ii) the funding or support of terrorism or (iii) money laundering. “Applicable Margin” means (i) the Base Margin minus (ii) the sum of the rates per annum used in the calculation of the Program Fee and the Facility Fee. The “Base Margin” at any time will be based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agents pursuant to Section 5.1(a)(iii) and determined in accordance with (a) subject to clause (b) below, the immediately following table: 3 Consolidated Leverage Ratio Base Margin Greater than 3.03.75:1.0 2.0001.500% Greater than 2.5>3.25:1.0 but less than or equal to 3.03.75:1.0 1.7501.375% Less than or equal to 2:5:1:0 1.500%

or (b) if the FME KGaA Credit Facility is amended in the fourth quarter of 2014 (the “2014 FME KGaA Credit Facility”), on and after the effective date of the 2014 FME KGaA Credit Facility, the immediately following table: provided, however, that the “Base Margin” shall only be determined in accordance with the table in this clause (b) if the “Consolidated Leverage Ratio” and “Fixed LIBOR Rate Loans and Letter of Credit Fee” columns appearing in the definition of “Applicable Percentage” in Section 1.01 of the 2014 FME KGaA Credit Facility contain equivalent terms as those specified in the “Consolidated Leverage Ratio” and “Base Margin” columns in the immediately preceding table, respectively. Any increase or decrease in the Base Margin resulting from a change in the Consolidated Leverage Ratio shall become effective on the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.1(a)(iii); provided, however, that if a Compliance Certificate is not delivered when due in accordance therewith, then the Base Margin shall be equal to 2.00% (or, if the Base Margin is determined in accordance with the immediately preceding table, 1.625%)1.500% as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until the first Business Day immediately following delivery thereof. Determinations by the Agent of the appropriate Applicable Margin at any time shall be conclusive absent manifest error. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.3(g). “Assignment and Assumption Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit G attached hereto. “Atlantic Securitization” means Atlantic Asset Securitization LLC, a Delaware limited liability company, together with its successors and permitted assigns. “Auditor” shall have the meaning specified in Section 6.2(c). 4 Consolidated Leverage Ratio Base Margin Greater than 3.5:1.0 1.625% Greater than 3.02.75:1.0 but less than or equal to 3.3.25:1.0 1.5001.250% Greater than 2.5:1 but less than or equal to 3.0:1.0 1.375% Greater than 2.02.25:1.0 but less than or equal to 2.2.75:1.0 1.2501.125% Less than or equal to 22.25:0:1:01.0 1.1251.000%

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “Bank Investors” means each financial institution (including in its capacity as an “L/C Issuer” where applicable) identified as a “Bank Investor” on Schedule II and their respective successors and assigns. “Bank Regulatory Guideline” shall have the meaning specified in Section 8.2. “Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. §101 et seq., as amended. “Barclays” means Barclays Bank PLC, together with its successors and permitted assigns. “Base Rate” or “BR” means, with respect to the Investors in any Related Group, a rate per annum equal to the greatest of (i) the prime rate of interest announced by the Administrative Agent for such Related Group from time to time, changing when and as said prime rate changes (such rate not necessarily being the lowest or best rate charged by such Administrative Agent), (ii) the Eurodollar Rate determined as of such date for an assumed Eurodollar Tranche Period of one month commencing on such date and (iii) the sum of (a) 1.50% and (b) the rate equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by such Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided, however, that the Base Rate for any BR Tranche Period shall not be less than 0.00%. “Beneficial Ownership Rule” means 31 C.F.R. § 1010.230. “Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the Transferor, the Seller or any ERISA Affiliate of the Transferor or the Seller is, or at any time during the immediately preceding six years was, an “employer” as defined in Section 3(5) of ERISA. “BTMU” means The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, together with its successors and assigns. “Billed Receivable” means any Receivable that is not an Unbilled Receivable. 5

“Business Day” means any day excluding Saturday, Sunday and any day on which banks in New York, New York are authorized or required by law to close, and, when used with respect to the determination of any Eurodollar Rate or any notice with respect thereto, any such day which is also a day for trading by and between banks in United States dollar deposits in the London interbank market. “BR Tranche” means a Tranche as to which Discount is calculated at the Base Rate. “BR Tranche Period” means, with respect to a BR Tranche for the Investors in any Related Group, either (i) prior to the Termination Date, a period of up to 30 days requested by the Transferor and agreed to by the Administrative Agent for such Related Group, commencing on a Business Day requested by the Transferor and agreed to by such Administrative Agent, or (ii) after the Termination Date, a period of one day. If such BR Tranche Period would end on a day which is not a Business Day, such BR Tranche Period shall end on the next succeeding Business Day. “CACIB Group” means the Related Group that includes Atlantic Securitization. “CACIB Group Letter Agreement” means the letter agreement dated the 2018 Closing Date among the CACIB Group and the Transferor relating to the CACIB Group’s internal disbursement of allocations that were made to the Administrative Agent for the CACIB Group pursuant to Sections 2.5 and 2.6, as amended, restated, supplemented or otherwise modified from time to time. “CACIB Notice” shall have the meaning specified in Section 10.15(a). “CACIB Repurchase Date” shall have the meaning specified in Section 10.15(a). “CACIB Repurchase Notice” shall have the meaning specified in Section 10.15(c). “CACIB Repurchase Price” shall have the meaning specified in Section 10.15(c). “Capital Requirements Regulation” means the Capital Requirements Regulation (EU) No 575/2013 of 26 June 2013. “Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership (including, without limitation, a KGaA (Kommanditgesellschaft auf Aktien)), partnership interests (whether general or limited) or other equivalents (however designated) of capital stock, (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 6

“Capitalized Lease” of a Person means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP. “Cash-Collateralize” means to pledge and deposit into the L/C Collateral Account, for the benefit of the L/C Issuers and Investors, as collateral for the Letter of Credit Obligations, immediately available funds pursuant to documentation in form and substance satisfactory to the Agent. “Cash Collections Report” means the report, in a form mutually agreed to by the Transferor and each Administrative Agent, furnished by the Collection Agent pursuant to Section 2.11(b) hereof. “Certification of Beneficial Owner(s)” means a certificate in form and substance satisfactory to the Administrative Agent regarding beneficial ownership of the Transferor as required by the Beneficial Ownership Rule. “CHAMPUS/VA” means, collectively, (i) the Civilian Health and Medical Program of the Uniformed Service, a program of medical benefits covering retirees and dependents of a member or a former member of a uniformed service, provided, financed and supervised by the United States Department of Defense and established by 10 USC §1071 et seq. and (ii) the Civilian Health and Medical Program of Veterans Affairs, a program of medical benefits covering dependents of veterans, administered by the United States Veterans’ Administration and Department of Defense and established by 38 USC §1713 et seq. “CHAMPUS/VA Regulations” means collectively, all regulations of the Civilian Health and Medical Program of the Uniformed Services and the Civilian Health and Medical Program of Veterans Affairs, including (a) all federal statutes (whether set forth in 10 USC 1071, 38 USC 1713 or elsewhere) affecting CHAMPUS/VA; and (b) all applicable provisions of all rules, regulations (including 32 CFR 199 and 38 CFR 17.54), manuals, orders, and administrative, reimbursement and other guidelines of all governmental authorities (including, without limitation, HHS, the Department of Defense, the Veterans’ Administration, the Department of Transportation, the Assistant Secretary of Defense (Health Affairs), and the Office of CHAMPUS, or any Person or entity succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing (whether or not having the force of law), in each case as may be amended, supplemented or otherwise modified from time to time. “Change of Control” means if the general partner of FME KGaA charged with management of FME KGaA shall at any time fail to be a Subsidiary of Fresenius SE, or if Fresenius SE shall fail at any time to own and control more than twenty-five percent (25.00%) of the Capital Stock with ordinary voting power ofin FME KGaA. 7

“CMS” means the Centers for Medicare and Medicaid Services (formerly known as the Health Care Financing Administration), an agency of the HHS charged with administering and regulating, among other things, certain aspects of Medicaid and Medicare. “Code” means the Internal Revenue Code of 1986, as amended. “Collection Account” means the account, established in the name of either the Agent or the Transferor, for the benefit of the Investors, pursuant to Section 2.12; provided that, until the Agent otherwise notifies the Collection Agent, the Collection Account shall be the same as the Concentration Account. “Collection Agent” means at any time the Person then authorized pursuant to Section 6.1 to service, administer and collect Receivables. “Collection Agent Default” has the meaning specified in Section 6.4 hereof. “Collection Delay Factor” means 10 days or such other number of days as the Agent may select upon three Business Days’ notice to the Transferor. “Collections” means, with respect to any Receivable, all cash collections and other cash proceeds of such Receivable, including, without limitation, all Finance Charges, if any, all payments under the Medicare “cost of recovery” process that are allocable to such Receivable and all other cash proceeds of Related Security with respect to such Receivable. “Commercial Obligor” means any Obligor referred to in clause (C) or (E) of the definition of “Obligor” contained in this Section 1.1. “Commercial Paper” means, with respect to any Conduit Investor, the promissory notes issued by such Conduit Investor or its Related CP Issuer in the commercial paper market. “Commission Delegated Regulation” means the Commission Delegated Regulation (EU) No 625/2014 of 13 March 2014. “Commitment” means (i) with respect to each Bank Investor party hereto, the agreement of such Bank Investor to make acquisitions from the Transferor or the Conduit Investor in its Related Group, and to issue Letters of Credit to the Transferor in its capacity as an L/C Issuer, in accordance herewith and in an aggregate amount not to exceed the dollar amount set forth opposite such Bank Investor’s name on Schedule II hereto under the heading “Commitment”, minus the dollar amount of any Commitment or portion thereof assigned pursuant to an Assignment and Assumption Agreement plus the dollar amount of any increase to such Bank Investor’s Commitment consented to by such Bank Investor prior to the time of determination, (ii) with respect to any assignee of a Bank Investor taking pursuant to an Assignment and Assumption Agreement, the commitment of such assignee to make acquisitions from the Transferor or the Conduit Investor in its Related Group, and to issue Letters of Credit to the Transferor in its capacity as an L/C Issuer, in accordance herewith in an aggregate amount not to exceed the amount set forth in such Assignment and Assumption Agreement minus the dollar 8

amount of any Commitment or portion thereof assigned pursuant to an Assignment and Assumption Agreement prior to such time of determination and (iii) with respect to any assignee of an assignee referred to in clause (ii), the commitment of such assignee to make acquisitions from the Transferor or the Conduit Investor in its Related Group and to issue Letters of Credit in its capacity as an L/C Issuer not to exceed in the aggregate the amount set forth in an Assignment and Assumption Agreement between such assignee and its assign. “Commitment Termination Date” means December 620, 20192021, or such later date to which the Commitment Termination Date may be extended by Transferor, the Agent and the Bank Investors. “Concentration Account” means a special depository account in the name of the Transferor maintained at a bank acceptable to each Administrative Agent for the purpose of receiving Collections remitted from the Special Accounts and the Intermediate Concentration Account. “Concentration Account Agreement” means an agreement substantially in the form attached as Exhibit D-2 hereto among the Transferor, the Concentration Account Bank and the Agent. “Concentration Account Bank” means the bank holding the Concentration Account. “Concentration Account Notice” means a notice, in substantially the form of the Notice of Effectiveness attached to the Concentration Account Agreement, from the Agent to the Concentration Account Bank. “Concentration Factor” means for any Designated Obligor (or, in the case of clause (c) below, all Self-Pay Obligors in the aggregate) on any date of determination (calculated prior to the payment of any Transfer Price to be made on such date but as if such payment had been made): (a) in the case of any Commercial Obligor or Hospital Obligor, the Concentration Factor shall be: (i) for so long as such Obligor has a short-term rating of at least “A-1” by Standard & Poor’s and “P-1” by Moody’s, or if such Obligor does not have a short-term rating, then for so long as such Obligor has a long-term rating of at least “A” by Standard and Poor’s and at least “A2” by Moody’s, 12.50% of the Eligible Receivable Balance outstanding on such date; (ii) for so long as clause (i) does not apply but such Obligor has a short-term rating of at least “A-2” by Standard & Poor’s and at least “P-2” by Moody’s, or if such Obligor does not have a short-term rating, then for so long as such Obligor has a long-term rating of at least “BBB+” by Standard and Poor’s and at least “Baa1” by Moody’s, 6.25% of the Eligible Receivable Balance outstanding on such date; (iii) for so long as neither clause (i) nor clause (ii) applies but such Obligor has a short-term rating of at least “A-3” by Standard & Poor’s and at least “P-3” by Moody’s, or if such Obligor does not have a short-term rating, then for so long as such Obligor has a long-term rating of at least “BBB-” by Standard and Poor’s and at least 9

“Baa3” by Moody’s, 4.17% of the Eligible Receivable Balance outstanding on such date and (iv) in all other cases, 2.50%; or (b) in the case of any US Government Obligor that does not have a Special Concentration Limit, 80.00% of the Eligible Receivable Balance on such date; or (c) in the case of all Self-Pay Obligors in the aggregate, 5.0010.00% of the Eligible Receivable Balance; or (d) in the case of any Obligor (including any Obligor described in clauses (a), (b) or (c)), such higher amount determined by the Agent (with the consent of each Administrative Agent) or such lower amount determined by any Administrative Agent in the reasonable exercise of its good faith judgment and disclosed in a written notice delivered to the Transferor and the other Administrative Agents (any such higher or lower amount being a “Special Concentration Limit”). “Conduit Cessation” means, with respect to a Conduit Investor, the cessation, suspension or winding down of such Conduit Investor’s business for any reason other than as a consequence of (i) a general market disruption in the U.S. commercial paper market that has rendered such Conduit Investor unable to place its Commercial Paper in such market or that has caused such Conduit Investor or its administrative agent to reasonably conclude that it would be commercially impractical for such Conduit Investor to place its Commercial Paper in such market, or (ii) the introduction after the 2013 Closing Date of any law, rule or regulation, or the issuance after the 2013 Closing Date of any order or directive of any governmental authority, having the effect of requiring such Conduit Investor to cease, suspend or wind down its business generally or its issuance of Commercial Paper. “Conduit Investor” means Atlantic Securitization, Liberty Street, Sheffield, Thunder Bay, PNC Bank, National Association, in its capacity as a conduit investor, or Victory Receivables. “Confidential Information” shall have the meaning specified in Section 5.1(d). “Consolidated Leverage Ratio” shall on any date have the same meaning specifiedas it has in the FME KGaA Credit Facility as in effect on the 2013 Closing Date; provided, however, that if FME KGaA makes an election of IFRS as provided in Section 6(c) of the Parent Agreement, after the effective date of such election, calculations of the “Consolidated Leverage Ratio” (including as reflected in each Compliance Certificate to be delivered to the Administrative Agents pursuant to Section 5.1(a)(iii)) shall be made in accordance with IFRS.such date (taking into account Section 1.03 of the FME KGaA Credit Facility), as such term may be amended, restated, supplemented, replaced or otherwise modified from time to time pursuant to the FME KGaA Credit Facility, except that: (a) If (1) the FME KGaA Credit Facility is no longer in existence, (2) any Bank Investor is not “represented in” the FME KGaA Credit Facility or (3) the term “Consolidated Leverage Ratio” is amended in the FME KGaA Credit Facility 10

but any Bank Investor or its affiliate that “represents” such Bank Investor in the FME KGaA Credit Facility did not consent to such amendment, such term shall have the same meaning as it had in the FME KGaA Credit Facility as in effect immediately before any of the events described in clauses (1), (2) or (3) shall have occurred. For purposes of this clause (a), a Bank Investor will be deemed “represented in” the FME KGaA Credit Facility for as long as such Bank Investor, or any affiliate of such Bank Investor, is a party to the FME KGaA Credit Facility. (b) If an event described in clause (a) above occurs, any subsequent modification to the definition of the term “Consolidated Leverage Ratio” shall require an amendment executed in accordance with the requirements of Section 10.2 of this Agreement. “Contract” means an agreement between an Originating Entity and an Obligor (including, without limitation, an oral agreement, a written contract, an invoice or an open account agreement) pursuant to or under which such Obligor shall be obligated to pay for services or merchandise from time to time; provided that, in order to be an “Eligible Receivable”, a Receivable must arise from a Contract which (i) if in writing, is in substantially the form of one of the forms of written contract delivered to the Administrative Agents by the Collection Agent on the date hereof or otherwise approved by each Administrative Agent, and (ii) if an open account agreement, is evidenced by one of the forms of invoicesInvoices delivered to the Administrative Agents by the Collection Agent on the date hereof or otherwise approved by each Administrative Agent. “Contractual Adjustment” means, with respect to any Receivable, an amount by which the outstanding principal amount of such Receivable is reduced as a result of (i) Medicare or Medicaid program funding and fee requirements or (ii) any other reasonable and customary insurance company or other charge or reimbursement policies or procedures. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of securities having ordinary voting power for the election of directors, managing general partners or the equivalent. “CP Rate” means, for any CP Tranche Period for any Conduit Investor, the per annum rate equivalent to the weighted average cost (as determined by the related Administrative Agent, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such Conduit Investor or its Related CP Issuer, other borrowings by such Conduit Investor or its Related CP Issuer and any other costs associated with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that are allocated, in whole or in part, by such Conduit Investor or 11

its Related CP Issuer or its related Administrative Agent to fund or maintain the related Tranche during such CP Tranche Period (and which may also be allocated in part to the funding of other assets of the Conduit Investor); provided, however, that if any component of any such rate is a discount rate, in calculating the “CP Rate” for such Tranche for such CP Tranche Period, the related Administrative Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. “CP Tranche” means a Tranche as to which Discount is calculated at a CP Rate. “CP Tranche Period” means, with respect to a CP Tranche for any Conduit Investor, (i) initially, the period commencing on (and including) the date such CP Tranche is established and ending on (and including) the next succeeding CP Tranche Period End Date, and (ii) thereafter, each successive period commencing on (but excluding) a CP Tranche Period End Date and ending on (and including) the next succeeding CP Tranche Period End Date; provided that, from and after the Termination Date, each CP Tranche Period shall be such period as may be selected pursuant to Section 2.3(b). “CP Tranche Period End Date” means the last day of each calendar month. “Credit Agricole” means Credit Agricole Corporate and Investment Bank, New York, together with its successors and permitted assigns. “Credit and Collection Policy” shall mean the Transferor’s credit and collection policy or policies and practices, relating to Contracts and Receivables existing on the date hereof and referred to in the written summary of such policies and practices furnished by the Collection Agent to the Administrative Agents on the date hereof, as modified from time to time in compliance with Section 5.2(c). “Credit Support Agreement” means, with respect to any Conduit Investor, an agreement between such Conduit Investor or its Related CP Issuer and a Credit Support Provider evidencing the obligation of such Credit Support Provider to provide credit support to such Conduit Investor or its Related CP Issuer in connection with the issuance by such Conduit Investor or its Related CP Issuer of Commercial Paper. “Credit Support Provider” means, with respect to any Conduit Investor, the Person or Persons who provides credit support to such Conduit Investor or its Related CP Issuer in connection with the issuance by such Conduit Investor or its Related CP Issuer of Commercial Paper. “Deemed Collections” means any Collections on any Receivable deemed to have been received pursuant to Section 2.9(a) or (b) hereof. “Default Ratio” means the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (i) the sum (without duplication) of (a) the aggregate Outstanding Balance of all Receivables that became Defaulted Receivables during such month plus (b) the aggregate Outstanding Balance of all Receivables that became Disputed Receivables 12

during such month, plus (c) the gross write-offs on Receivables (other than any Government Program Receivable) that were less than 270 days past due (or in the case of any Receivable for which Blue Cross/Blue Shield of Illinois is the Obligor, less than 330 days past due) by (ii) the aggregate Outstanding Balance of Receivables that shall have been acquired by the Seller during the month occurring nine (9) months prior to such calendar month. “Defaulted Receivable” means, with respect to a Billed Receivable: (i) a Receivable as to which any payment, or part thereof, remains unpaid for over 270 days from the original due date (or in the case of any Receivable for which Blue Cross/Blue Shield of Illinois is the Obligor, unpaid for 330 days from the original due date); (ii) a Receivable as to which an Event of Bankruptcy has occurred and is continuing with respect to the Obligor thereof (unless the Transferor, the Originating Entity and the Collection Agent do not know, and could not reasonably be expected to know, of the existence of such Event of Bankruptcy); or (iii) a Receivable less than 270 days past due from the original due date (or in the case of any Receivable for which Blue Cross/Blue Shield of Illinois is the Obligor, less than 330 days past due from the original due date) which has been written off as uncollectible or should be written off as uncollectible in accordance with the Credit and Collection Policy; provided that the term “Defaulted Receivable” shall not include any Government Program Receivable. “Delinquent Receivable” means a Billed Receivable: (i) as to which any payment, or part thereof, remains unpaid for more than 90 days from the original due date and (ii) which is not a Defaulted Receivable. “Designated Account Agent” means, in the case of any Originating Entity, an Affiliate thereof that (i) is, directly or indirectly, a wholly-owned Subsidiary of FMCH, (ii) has agreed to maintain a deposit account for the benefit of such Originating Entity to which Obligors in respect of such Originating Entity have been directed to remit payments on Receivables, and (iii) shall have executed and delivered to the Agent an Account Agent Agreement. “Designated Joint Venture” means any Joint Venture for whom collections in an aggregate amount exceeding $2,000,000 on assets owing to such entity have been deposited into a Special Account during any one month during the most recent consecutive twelve (12) month period determined on the basis of the Cash Collections Report(s) for such period; provided, however, that if the Cash Collections Reports for any three (3) consecutive months indicate that the aggregate amount of such collections actually deposited into a Special Account for any month during the immediately preceding twelve (12) month period is less than $1,500,000, such Joint Venture shall cease to be a “Designated Joint Venture” until such later date, if any, as of which such collections again exceed $2,000,000 in any month. “Designated Obligor” means, at any time, each Obligor; provided, however, that any Obligor shall cease to be a Designated Obligor upon notice to the Transferor from any Administrative Agent, delivered at any time (with a copy to the other Administrative Agents). “Diluted Government Program Receivable” has the meaning set forth in the definition of “Dilution Ratio”. 13

“Dilution Horizon” means the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (i) the aggregate Outstanding Balance of all Receivables acquired by the Transferor during the calendar month preceding such calendar month by (ii) the Net Receivables Balance as of such last day of such calendar month. “Dilution Ratio” means, with respect to any calendar month, the greater of (a) the ratio (expressed as a percentage) computed as of the last day of such calendar month by dividing (i) the sum (without duplication) of (A) the aggregate amount of any reductions to or cancellations of the respective Outstanding Balances of the Receivables as a result of any defective, rejected or returned merchandise or services and all credits, rebates, discounts, disputes, warranty claims, repossessed or returned goods, chargebacks, allowances, Contractual Adjustments and any other billing and other adjustment (whether effected through the granting of credits against the applicable Receivables or by the issuance of a check or other payment in respect of (and as payment for) such reduction) by the Seller, the Transferor or the Collection Agent, provided to Obligors in respect of Receivables during such month, excluding any Pre-Arranged Contractual Adjustment reflected in the initial Outstanding Balance of the applicable Receivable and (B) the aggregate Outstanding Balance of Government Program Receivables less than 270 days past due from the original due date which have been written off as uncollectible during such month or should be written off as uncollectible in accordance with the Credit and Collection Policy during such month (with such Outstanding Balance being determined without giving effect to such write-off) (each such Receivable, a “Diluted Government Program Receivable”) by (ii) the aggregate Outstanding Balance of all Receivables which arose during the preceding month and (b) 2.0%. “Dilution Reserve” means, at any time, the greater of (A) the product of (i) the Dilution Reserve Percentage and (ii) the Net Receivables Balance on such date and (B) the product of (i) 2.0% and (ii) the Net Receivables Balance on such date. “Dilution Reserve Percentage” means, on any day, an amount equal to: [ (2.50 x ADR ) + [( DS - ADR ) x ( DS / ADR)] ] x DH Where: ADR = the average Dilution Ratio in respect of the 12 calendar month period then most recently ended. DS = the highest Dilution Ratio at any time during the 12 calendar month period then most recently ended. DH = the Dilution Horizon on such date. 14

“Discount” means, with respect to any Tranche Period: (TR x TNI x AD) 360 Where: TR = the Tranche Rate applicable to such Tranche Period. TNI = the portion of the Net Investment allocated to such Tranche Period. AD = the actual number of days during such Tranche Period. provided, however, that no provision of this Agreement shall require the payment or permit the collection of Discount in excess of the maximum amount permitted by applicable law; and provided, further, that Discount shall not be considered paid by any distribution if at any time such distribution is rescinded or must be returned for any reason. “Discount Reserve” means, at any time, an amount equal to: TD + LY Where: TD = the sum of the unpaid Discount for all Tranche Periods to which any portion of the Net Investment is allocated and all accrued and unpaid RO Interest. LY = the Liquidation Yield. “Disputed Receivable” means, any Receivable under the Medicare, Medicaid or CHAMPUS/VA program as to which any payment, or part thereof, remains unpaid for 270 days or more from the original due date. “Drawing Date” has the meaning specified in Section 2.19. “Early Collection Fee” means, for any Tranche Period (such Tranche Period to be determined without regard to the last sentence in Section 2.3(a) hereof) during which the portion of the Net Investment that was allocated to such Tranche Period is reduced for any reason whatsoever, the excess, if any, of (i) the additional Discount that would have accrued during such Tranche Period (or, in the case of a CP Tranche Period, during the period until the maturity date of the Commercial Paper allocated to fund or maintain such Net Investment) if such reductions had not occurred, minus (ii) the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions. 15

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Effective Date” has the meaning specified in Section 1.4. “Eligible Investments” means any of the following (a) negotiable instruments or securities represented by instruments in bearer or registered or in book-entry form which evidence (i) obligations fully guaranteed by the United States of America; (ii) time deposits in, or bankers acceptances issued by, any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by Federal or state banking or depository institution authorities; provided, however, that at the time of investment or contractual commitment to invest therein, the certificates of deposit or short-term deposits, if any, or long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s and S&P of at least “P-1” and “A-1”, respectively, in the case of the certificates of deposit or short-term deposits, or a rating not lower than one of the two highest investment categories granted by Moody’s and by S&P; (iii) certificates of deposit having, at the time of investment or contractual commitment to invest therein, a rating from Moody’s and S&P of at least “P-1” and A-1”, respectively; or (iv) investments in money market funds rated in the highest investment category or otherwise approved in writing by the applicable rating agencies; (b) demand deposits in any depository institution or trust company referred to in (a) (ii) above; (c) commercial paper (having original or remaining maturities of no more than 30 days) having, at the time of investment or contractual commitment to invest therein, a credit rating from Moody’s and S& P of at least “P-1” and “A-1”, respectively; and (e) repurchase agreements involving any of the Eligible Investments described in clauses (a)(i), (a)(iii) and (d) hereof so long as the other party to the repurchase agreement has at the time of investment therein, a rating from Moody’s and S&P of at least “P-1” and “A-1”, respectively. “Eligible Receivable” means, at any time, any Receivable: (i) which has been (A) originated by the Seller or a Transferring Affiliate, (B) sold by the applicable Transferring Affiliate to the Seller pursuant to (and in accordance with) the Transferring Affiliate Letter, free and clear of any Adverse Claim, in the case of a Receivable originated by a Transferring Affiliate, and (C) sold to the Transferor pursuant to (and in 16

accordance with) the Receivables Purchase Agreement, with the effect that the Transferor has good title thereto, free and clear of all Adverse Claims; (ii) which (together with the Collections and Related Security related thereto) has been the subject of either a valid transfer and assignment from the Transferor to the Agent, on behalf of the Investors, of all of the Transferor’s right, title and interest therein or the grant of a first priority perfected security interest herein (and in the Collections and Related Security related thereto), effective until the termination of this Agreement; (iii) the Obligor of which (A) is a United States resident, (B) is a Designated Obligor at the time of the initial creation of an interest therein hereunder, (C) is not an Affiliate of any Originating Entity or any of the parties hereto, and (D) other than in the case of any Obligor of the type described in clause (A), (B) or (F) of the definition herein of “Obligor”, is not a government or a governmental subdivision or agency; (iv) which is not (a) a Defaulted Receivable, (b) a Disputed Receivable, (c) in the case of a Medicare Receivable, more than 90 days past due or (d) in the case of any other Receivable, more than 180 days past due; (v) which is not a Delinquent Receivable at the time of the initial creation of an interest of the Agent or any Investor therein; (vi) which, (A) arises pursuant to a Contract with respect to which each of the Sellerrelated Originating Entity and the Transferor has performed all material obligations required to be performed by it thereunder, including without limitation shipment of the merchandise and/or the performance of the services purchased thereunder; (B) either (1) has been billed or (2) is an Unbilled Receivable that has been maintained on the books and records of the related Originating Entity for not more than 120 days and is billed no later than 120 days after the related Originating Entity has performed all material obligations required to be performed by it thereunder, in each case in accordance with the Credit and Collection Policy and in accordance with such requirements (including any requirements that relate to the timing of billing) as may have been imposed by the applicable Obligor thereon (including, without limitation, any Official Body associated with any of the CHAMPUS/VA, Medicaid or Medicare programs); and (C) according to the Contract related thereto, is required to be paid in full upon receipt by the Obligor thereof of the invoiceInvoice related thereto or at a later time not to exceed 90 days from the original billing date therefor; (vii) which is an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act of 1940, as amended; (viii) a purchase of which with the proceeds of Commercial Paper would constitute a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended; 17

(ix) which is an “account” within the meaning of Article 9 of the UCC of all applicable jurisdictions; (x) which is denominated and payable only in United States dollars in the United States; (xi) which, to the knowledge of the Transferor, the Seller and the applicable Transferring Affiliate, after due inquiry in accordance with customary practice, (A) arises under a Contract that has been duly authorized and that, together with the Receivable related thereto, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms, (B) is not subject to any litigation, dispute, counterclaim or other defense and (C) is not subject to any offset other than as set forth in the related Contract; (xii) which, together with the Contract related thereto, does not contravene in any material respect any laws, rules or regulations applicable thereto (including, without limitation, (A) laws, rules and regulations relating to healthcare, insurance, usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy and (B) CHAMPUS/VA Regulations, Medicare Regulations and Medicaid Regulations) and with respect to which no part of the Contract related thereto is or would, as a result of any of the transactions contemplated herein, be in violation of any such law, rule or regulation in any material respect and with respect to which no Originating Entity or the Transferor, and to the best knowledge of the Seller and the Transferor, no other party to the Contract related thereto, is in violation of any such law, rule or regulation in any material respect; (xiii) which (A) satisfies in all material respects all applicable requirements of the Credit and Collection Policy, (B) is assignable as contemplated under the Transaction Documents, and (C) complies with such other criteria and requirements as any Administrative Agent may from time to time specify to the Transferor following five Business Days’ notice; (xiv) which was originated in the ordinary course of an Originating Entity’s business; (xv) the Obligor of which has been directed to make all payments to a Special Account with respect to which there shall be a Special Account Letter (and, if applicable, an Account Agent Agreement) in effect; (xvi) neither the assignment of which under the Transferring Affiliate Letter by the applicable Transferring Affiliate, the assignment of which under the Receivables Purchase Agreement by the Seller and the assignment of which hereunder by the Transferor nor the performance or execution of any of the other transactions contemplated in any of the Transaction Documents with respect thereto violates, conflicts or contravenes any applicable laws, rules or regulations (including without limitation, any CHAMPUS/VA Regulations, any Medicaid Regulations and any Medicare Regulations), orders or writs or any contractual or other restriction, limitation or encumbrance; 18

(xvii)which has not been compromised, adjusted or modified (including by the extension of time for payment or the granting of any discounts, allowances or credits); provided, however, that only such portion of such Receivable that is the subject of such compromise, adjustment or modifications shall be deemed to be ineligible pursuant to the terms of this clause (xvii); (xviii) which, in the case of any Receivable payable by an Obligor through a fiscal intermediary or similar entity, is payable through one of the Persons in such capacity that is specified in the schedule of Fiscal Intermediaries (FI)/Medicare Administrative Contractors (MAC) furnished by the Collection Agent to the Administrative Agents on the date hereof , as such schedule may be modified from time to time with the prior written consent of each Administrative Agent acting reasonably and in good faith (the “FI/MAC Schedule”); and (xix) which is not a Receivable originated by the Spectra Renal Management Group.; and (xx) no Obligor of which (i) is a Sanctioned Person or (ii) is subject to an Event of Bankruptcy that has occurred and is continuing. “Eligible Receivable Balance” means the Total Outstanding Receivable Balance minus the aggregate Outstanding Balance of all Receivables that are not Eligible Receivables, minus the Unrealized Contractual Adjustment Reserve minus the Non-Securitization Account Receivable Proxy. “ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. “ERISA Affiliate” means, with respect to any Person, (i) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code (as in effect from time to time, the “Code”)) as such Person; (ii) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with such Person; or (iii) a member of the same affiliated service group (within the meaning of Section 414(n) of the Code) as such Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above. “ESCO Letter of Credit” means a Letter of Credit issued to Centers for Medicare and Medicaid Services, as beneficiary, at the request of the Transferor on behalf of any Fresenius ESRD Seamless Care Organization (ESCO). “Estimated Maturity Period” has the meaning specified in the definition of “Liquidation Yield”. “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 19

“Eurodollar Rate” means, with respect to any Eurodollar Tranche Period for the Investors in any Related Group, a rate which is equal to the sum (rounded upwards, if necessary, to the next higher 1/100 of 1%) of (A) the Applicable Margin at such time, (B) the rate obtained by dividing (i) the applicable LIBOR Rate by (ii) a percentage equal to 100% minus the reserve percentage used for determining the maximum reserve requirement as specified in Regulation D (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is applicable to the Administrative Agent for such Related Group during such Eurodollar Tranche Period in respect of eurocurrency or eurodollar funding, lending or liabilities (or, if more than one percentage shall be so applicable, the daily average of such percentage for those days in such Eurodollar Tranche Period during which any such percentage shall be applicable) plus (C) the then daily net annual assessment rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) as estimated by such Administrative Agent for determining the current annual assessment payable by such Administrative Agent to the Federal Deposit Insurance Corporation in respect of eurocurrency or eurodollar funding, lending or liabilities. “Eurodollar Tranche” means a Tranche as to which Discount is calculated at the Eurodollar Rate. “Eurodollar Tranche Period” means, with respect to a Eurodollar Tranche for the Investors in any Related Group, prior to the Termination Date, a period of up to one month requested by the Transferor and agreed to by the Administrative Agent for such Related Group, commencing on a Business Day requested by the Transferor and agreed to by such Administrative Agent; provided, that (i) in the absence of such agreement, each Eurodollar Tranche Period shall be such period as may be selected by the related Administrative Agent, (ii) if such Eurodollar Tranche Period would expire on a day which is not a Business Day, such Eurodollar Tranche Period shall expire on the next succeeding Business Day, (iii) if such Eurodollar Tranche Period would expire on (a) a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Eurodollar Tranche Period shall expire on the next preceding Business Day or (b) a Business Day for which there is no numerically corresponding day in the applicable subsequent calendar month in which such Eurodollar Tranche Period ends, such Eurodollar Tranche Period shall expire on the last Business Day of such month and (iv) from and after the Termination Date, each Eurodollar Tranche Period shall be such period as may be selected by the related Administrative Agent pursuant to Section 2.3(d). “Event of Bankruptcy” means, with respect to any Person, (i) that such Person (a) shall generally not pay its debts as such debts become due or (b) shall admit in writing its inability to pay its debts generally or (c) shall make a general assignment for the benefit of creditors; (ii) any proceeding shall be instituted by or against such Person seeking to adjudicate it as bankruptcy or insolvent, or seeking liquidation, winding up, reorganization, arrangements, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) if such Person is a corporation (or other business entity), such Person or any Subsidiary shall take any corporate (or analogous) action to authorize any of the actions set forth in the preceding clauses (i) or (ii). 20

“Excess Unbilled Receivables Amount” shall mean, (a) as reported on the Investor Reports dated as of the last day of every January, February, March and April, the amount by which the aggregate Outstanding Balance of all Unbilled Receivables that are Eligible Receivables exceeds 35.00% of the aggregate Outstanding Balance of all Eligible Receivables; and (b) as shown on the Investor Reports dated as of the last day of every other month, the amount by which the aggregate Outstanding Balance of all Unbilled Receivables that are Eligible Receivables exceeds 5.00% of the aggregate Outstanding Balance of all Eligible Receivables; provided, however, that in the case of (a) and (b), the Excess Unbilled Receivables Amount shall be the aggregate Outstanding Balance of all Unbilled Receivables that are Eligible Receivables if FME KGaA is rated less than “BBB-” by Standard and Poor’s or “Baa3” by Moody’s. “Excluded Taxes” shall have the meaning specified in Section 8.3 hereof. “Executive Order” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced. “Existing TAA” shall have the meaning specified in the Preliminary Statements hereof. “Face Amount” means, with respect to any Commercial Paper, (i) the face amount of any such Commercial Paper issued on a discount basis and (ii) the principal amount of, plus the amount of all interest accrued and to accrue thereon to the stated maturity date of, any such Commercial Paper issued on an interest-bearing basis. “Facility Fee” means, with respect to any Conduit Investor, a fee payable by the Transferor to such Conduit Investor pursuant to Section 2.7(ii) hereof, the terms of which are set forth in the Investor Fee Letter. “Facility Limit” means $800,000,000900,000,000; provided that such amount may not at any time exceed the aggregate Commitments at any time in effect. “Facility L/C Sublimit” means $200,000,000. “Fee Letter” means the Investor Fee Letter or the Agent Fee Letter. “FI/MAC Schedule” has the meaning specified in the definition of “Eligible Receivable”. “Final Collection Date” means the date as of which (i) the Net Investment shall have been reduced to zero, (ii) all Letters of Credit issued in connection with this Agreement shall have been surrendered for cancellation, expired or otherwise ceased, to the satisfaction of the Agent, to be outstanding and available for drawing, (iii) all Reimbursement Obligations shall have been repaid in full in cash, (iv) all accrued Discount, L/C Fees, RO Interest and Servicing Fees shall have been paid in full in cash and (v) all other Aggregate Unpaids shall have been paid in full in cash. 21

“Finance Charges” means, with respect to a Contract, any finance, interest, late or similar charges owing by an Obligor pursuant to such Contract. “Fitch” means Fitch, Inc. or its successors. “FL Ratable Share” means, at any time with respect to any Related Group, a fraction (expressed as a percentage) equal to the Related Group Limit of such Related Group divided by the Facility Limit at such time. “FME KGaA” means Fresenius Medical Care AG & Co. KGaA, formerly known as Fresenius Medical Care AG, a partnership limited by shares organized and existing under the laws of the Federal Republic of Germany and its successors and permitted assigns. “FME KGaA Credit Facility” means the Credit Agreement dated as of October 30, 2012 among FME KGaA, FMCH, the other borrowers identified therein, the guarantors identified therein, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced and in effect at any time. “FMCH” means Fresenius Medical Care Holdings, Inc., a New York corporation, and its successors and permitted assigns. “Fresenius SE” means Fresenius SE & Co. KGaA, a German partnership limited by shares. “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such accounting profession, which are in effect in the United States as of the date of this Agreement; provided, however, that if FME KGaA makes an electionexcept as follows: of IFRS as provided in Section 6(c) of the Parent Agreement, after the effective date of such election(a) Before FMCH and all of its consolidated subsidiaries elect to report under IFRS, solely with respect to Financial Documents and Other Documents (as such terms are defined in the Parent Agreement) to be provided by FME KGaA on a consolidated basis with its subsidiaries pursuant to Section 6(a)(iv) of the Parent Agreement and the financial covenants made in connection with Section 6(a)(v) of the Parent Agreement, references to GAAP (including any calculations in connection therewith), shall thereafter be construed to mean IFRS, subject in each case, to the provisions of Section 6(c) of the Parent Agreement. (b) At all times, for purposes of determining the Consolidated Leverage Ratio, references to GAAP (including any calculations in connection therewith), shall be construed to mean IFRS. 22

(c) From and after the date on which FMCH and all of its consolidated subsidiaries elect to report under IFRS, all references to GAAP (including any calculations in connection therewith) shall be construed to mean IFRS. “Government Program Receivable” means a Receivable under the Medicare, Medicaid or CHAMPUS/VA program. “Governmental Acts” shall have the meaning specified in Section 2.23. “Group Majority Investors” has the meaning specified in Section 9.8. “Guaranty” means, with respect to any Person any agreement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes liable upon, the obligation of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person or otherwise assures any other creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement or take-or-pay contract and shall include, without limitation, the contingent liability of such Person in connection with any application for a letter of credit. “HHS” means the Department of Health and Human Services, an agency of the Federal Government of the United States. “Hospital Obligor” means any Obligor referred to in clause (D) of the definition of “Obligor” contained in this Section 1.1 hereof. “IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board and in effect from time to time. “Incremental Transfer” means either an Incremental Transfer (NI) or an Incremental Transfer (L/C). “Incremental Transfer (NI)” means a Transfer upon giving effect to which the Net Investment hereunder shall be increased. “Incremental Transfer (L/C)” means a Transfer upon giving effect to which the Letter of Credit Obligations hereunder shall be increased. “Incremental Transfer (NI) Ratable Share” means, in respect of any Incremental Transfer (NI) and any Related Group, (a) at any time that no Letter of Credit is then outstanding, such Related Group’s FL Ratable Share; and (b) at any time that one or more Letters of Credit are then outstanding, such Related Group’s FL Ratable Share; provided that if the sum of the Net Investment and Letter of Credit Obligations of any Related Group exceeds an amount equal to such 23

Related Group’s FL Ratable Share of the Net Investment and Letter of Credit Obligations of all Related Groups at such time after giving effect to such Incremental Transfer (NI) (such Related Group then being a “Non-Pro Rata Related Group”), the Incremental Transfer (NI) Ratable Share of each Related Group in such Incremental Transfer (NI) shall be adjusted such that each Non-Pro Rata Related Group shall not participate in such Incremental Transfer (NI) unless and until, after giving effect to any Incremental Transfer (NI), the RG Transferred Interest of such Non-Pro Rata Related Group would not exceed its FL Ratable Share. In the interest of administrative efficiency, the Agent shall have the authority to adjust the applicable Incremental Transfer (NI) Ratable Share in any instance under clause (b) above to take account of reasonable minimum funding amounts and rounding. Any determination by the Agent of Incremental Transfer (NI) Ratable Shares shall be conclusive and binding, absent manifest error. “Indebtedness” or “indebtedness” means, with respect to any Person and without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) Capitalized Lease obligations and (vi) obligations for which such Person is obligated pursuant to a Guaranty. “Indemnified Amounts” has the meaning specified in Section 8.1 hereof. “Indemnified Parties” has the meaning specified in Section 8.1 hereof. “Independent Director” shall mean a director of the Transferor who (a) is not and has not, during the past five years, been a stockholder (whether direct, indirect or beneficial), customer, advisor or supplier of the Seller or any of its Affiliates (provided that indirect stock ownership of the Seller or of any Affiliate by any person through a mutual fund or similar diversified investment pool shall not disqualify such person from being an Independent Director unless such person maintains direct or indirect control of the investment decisions of such mutual fund or similar diversified investment pool); (b) is not and has not, during the past five years, been a director, officer, employee, affiliate or associate of the Seller or any of its Affiliates (other than the Transferor) (the Seller and its Affiliates other than the Transferor being hereinafter referred to as the “Corporate Group”); (c) is not a person related to any person referred to in clauses (a) and (b); (d) is not and has not, during the past five years, been a trustee, conservator or receiver for any member of the Corporate Group; (e) is not and has not, during the past five years, been a Person controlling or under common control of any person referred to in clauses (a) – (d); and (f) has (i) prior experience as an independent director for a corporation whose charter documents required the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the ordinary 24

course of their respective business, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. “Initial Transfer Documents” shall have the meaning specified in Section 5.2(h). “Interest Component” shall mean, (i) with respect to any Commercial Paper issued on an interest-bearing basis, the interest payable on such Commercial Paper at its maturity (including any dealer commissions) and (ii) with respect to any Commercial Paper issued on a discount basis, the portion of the face amount of such Commercial Paper representing the discount incurred in respect thereof (including any dealer commissions). “Intermediate Concentration Account” means a special depository account in the name of the Transferor maintained at a Special Account Bank for the purpose of receiving Collections remitted from the Special Account(s) maintained at such Special Account Bank and other Special Account Banks. “Intermediate Concentration Account Agreement” means an agreement substantially in the form attached as Exhibit D-3 hereto (or in such other form as may be approved in writing by each Administrative Agent) among the Transferor, an Intermediate Concentration Bank and the Agent. “Intermediate Concentration Account Bank” means a bank holding an Intermediate Concentration Account. “Intermediate Concentration Account Notice” means a notice, in substantially the form of the Notice of Effectiveness attached to an Intermediate Concentration Account Agreement, from the Agent to the applicable Intermediate Concentration Account Bank. “Investor” means a Conduit Investor or a Bank Investor. “Investor Fee Letter” means the TenthEleventh Amended and Restated Investor Fee Letter dated December 6, 2016the 2018 Closing Date among the Transferor and the Administrative Agents relating to certain fees payable by the Transferor to the Administrative Agents, for the account of the Investors in their respective Related Groups, as amended, restated, supplemented or otherwise modified from time to time. “Investor Report” means a report, in substantially the form attached hereto as Exhibit E or in such other form as is mutually agreed to by the Transferor and each Administrative Agent, furnished by the Collection Agent pursuant to Section 2.11(a) hereof. “Invoice” means a document or electronic statement issued in accordance with the Credit and Collection Policy to an Obligor stating the merchandise and/or the services purchased thereunder, the amount payable and the due date therefor. “Joint Venture” means (i) an entity that was formerly a Transferring Affiliate and that has ceased to be directly or indirectly wholly-owned by FMCH, but in which FMCH directly or indirectly retains an equity interest and (ii) any other entity that is not directly or indirectly 25

wholly-owned by FMCH and for whom collections on assets owing to such entity are deposited into a Special Account, in each case as specified in the most recent Cash Collections Report, or in the case of a newly identified Joint Venture, as specified in the next Cash Collections Report, which Cash Collections Report shall be delivered to Investors within 45 days of the first remittance of proceeds of the assets of such entity, following its creation as or conversion into an entity that is not directly or indirectly wholly-owned by FMCH, into a Special Account; it being understood that no entity shall be a Joint Venture for purposes of this Agreement if FMCH either (a) does not retain directly or indirectly at least a majority of the equity interest in such entity or (b) is not the administrator of the books, records and accounts of such entity. “Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body. “L/C Collateral Account” means Account No. 03470-19 entitled “L/C Collateral Account,” a segregated cash collateral account maintained in New York at the Agent (ABA No. 02600 2532) for the benefit of the L/C Issuers and Investors, and any other cash collateral account established by the Agent in New York in substitution therefor. “L/C Fees” means, in respect of any Letter of Credit, all administrative fees that shall have been negotiated between the applicable L/C Issuer and the Transferor in respect of such Letter of Credit. Unless otherwise agreed by the Agent, accrued and unpaid L/C Fees shall be due and payable on the last day of each calendar month or, if in any case such day is not a Business Day, the next following day that is a Business Day; provided that L/C Fees constituting upfront or issuance fees may be paid on the date of issuance of the related Letter of Credit. “L/C Issuance Notice” has the meaning specified in Section 2.18. “L/C Issuer” ” means a Bank Investor (other than Sheffield) in its capacity as an issuer of a Letter of Credit. In the case of the Related Group in respect of which RBC is Administrative Agent, RBC as L/C Issuer shall be a fronting bank for Thunder Bay and in the case of any drawing made under a Letter of Credit issued by RBC, the “L/C Issuer” that holds the resulting Reimbursement Obligation shall be Thunder Bay. “L/C Modification” has the meaning specified in Section 2.18(f). “L/C Modification Notice” has the meaning specified in Section 2.18(f). “Letter of Credit” means a standby letter of credit issued by an L/C Issuer in U.S. Dollars for the account of the Transferor under and pursuant to this Agreement. “Letter of Credit Application” means, in respect of any Letter of Credit, such application and documentation as the applicable L/C Issuer may require in connection with the issuance of such Letter of Credit. “Letter of Credit Obligations” means, at any time, the sum, without duplication, of (a) the aggregate undrawn amount of outstanding Letters of Credit at such time plus (b) the 26

aggregate unpaid amount at such time of all Reimbursement Obligations. If (i) any Letter of Credit is subject to International Standby Practices (ISP98) and (ii) by reason of the circumstances described in Rule 3.14(a) of ISP98, the last day for presentation is automatically extended, the undrawn amount of such Letter of Credit shall continue to constitute “Letter of Credit Obligations” hereunder at all times during the period from its original expiry date to the last day of such extension. “Liberty Street” means Liberty Street Funding LLC, a Delaware limited liability company, together with its successors and permitted assigns. “LIBOR Rate” means, subject to Section 2.3(h), with respect to any Eurodollar Tranche Period for the Investors in any Related Group, the interest rate per annum determined on the basis of the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other Person which takes over the administration of that rate) for deposits in U.S. dollars having a maturity equal to the LIBOR Tenor as it appears on the relevant display page on the Bloomberg Professional Service (or any successor or substitute page or service providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market comparable to those currently provided on such page, as determined by the Administrative Agent for such Related Group from time to time) at approximately 11:00 a.m. (London time) two Business Days before the first day of such Eurodollar Tranche Period in an amount approximately equal to the Eurodollar Tranche to which the Eurodollar Rate is to apply and for a period of time approximately equal to the applicable Eurodollar Tranche Period; provided, however, that the LIBOR Rate for any Eurodollar Tranche Period shall not be less than 0.00%. “LIBOR Tenor” means, with respect to any Eurodollar Tranche Period for the Investors in a Related Group, initially, 3 months or such other period as the Transferor and the Administrative Agent for such Related Group may agree in writing from time to time “Liquidation Yield” means, at any time, an amount equal to: (RVF x LBR x NI) x (EMP/360) Where: RVF = the Rate Variance Factor at such time; LBR = 2.50% plus the Base Rate at such time which is applicable to the liquidation period after a Termination Event; NI = the sum of the Net Investment at such time and the aggregate Letter of Credit Obligations then outstanding; and EMP = the sum of (1) the quotient of (i) the Total Outstanding Receivables Balance as of the last day of the most recently ended calendar month (excluding Receivables originated by the Spectra Renal Management Group) divided by (ii) the quotient of (A) the aggregate initial Outstanding Balance of Receivables (excluding Receivables originated by the Spectra Renal Management Group) that arose during 27

the ninety (90) day period ending on such last day, divided by (B) ninety (90) plus (2) the Collection Delay Factor (such sum, the “Estimated Maturity Period”). “Liquidity Provider” means, with respect to any Conduit Investor, the Person or Persons who will provide liquidity support to such Conduit Investor or its Related CP Issuer in connection with the issuance by such Conduit Investor of Commercial Paper. “Liquidity Provider Agreement” means an agreement between a Conduit Investor or its Related CP Issuer and one or more Liquidity Providers evidencing the obligation of each such Liquidity Provider to provide liquidity support to such Conduit Investor or its Related CP Issuer in connection with the issuance by such Conduit Investor or its Related CP Issuer of Commercial Paper. “Loss Horizon” means, as of any date, the product of (a) a ratio (expressed as a percentage) computed by dividing (i) the sum of (A) the aggregate Outstanding Balance of all non-Medicare Receivables acquired by the Transferor during the seven (7) most recently ended calendar months plus (B) the aggregate Outstanding Balance of all Medicare Receivables acquired by the Transferor during the three (3) most recently ended calendar months, by (ii) the Net Receivable Balance as of the last day of the most recently ended calendar month and (b) the highest average Adjusted Default Ratio for any consecutive three (3) month period during the immediately preceding 12-month period. “Loss Percentage” means on any day the greater of (i) 2.50 times the Loss Horizon as of such day and (ii)12.50%. “Loss Reserve” means, on any day, an amount equal to: LP x NRB Where: LP= the Loss Percentage at the close of business of the Collection Agent on such day; and NRB= the Net Receivables Balance at the close of business of the Collection Agent on such day; “Loss-to-Liquidation Ratio” means the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (i) the aggregate Outstanding Balance of all Receivables that were actually written off during such month, by (ii) the aggregate amount of Collections received by the Collection Agent during such period. “Majority Investors” means, at any time, those Investors which hold Commitments aggregating in excess of 662/3% of the aggregate Commitments of all Investors as of such date. “Material Adverse Effect” means a material adverse effect on any of (i) the collectibility or enforceability of a material portion of the Receivables or Related Security, (ii) the 28

ability of the Transferor or any Originating Entity to charge or collect a material portion of the Receivables or Related Security, (iii) the ability of (A) the Transferor or any Originating Entity to perform or observe in any material respect any provision of this Agreement or any other Transaction Document to which it is a party or (B) of FME KGaA or FMCH to cause the due and punctual performance and observation by the Seller or the Transferor of any such provision or, if the Seller or the Transferor shall fail to do so, to perform or observe any such provision required to be performed or observed by the Seller or the Transferor under this Agreement or any other Transaction Document to which the Seller or the Transferor is party, in each case pursuant to the Parent Agreement, (iv) the ability of (A) any Transferring Affiliate to perform or observe in any material respect any provision of the Transferring Affiliate Letter or, in the case of any Designated Account Agent, the applicable Account Agent Agreement, or (B) of FME KGaA or FMCH to cause the due and punctual performance and observation by such Transferring Affiliate or such Designated Account Agent of any such provision or, if such Transferring Affiliate or such Designated Account Agent shall fail to do so, to perform or observe any such provision, in each case pursuant to the Parent Agreement, (v) the financial condition, operations, businesses or properties, each on a consolidated basis, of FME KGaA, FMCH, NMC or the Transferor or (vi) the interests of the Agent, any Administrative Agent or any of the Investors under the Transaction Documents. “Maximum Aggregate Face Amount” means, at any time in respect of the Letters of Credit then outstanding, the aggregate face amount of such Letters of Credit, whether drawn or undrawn and including, in the case of any Letter of Credit the face amount of which shall, by the express terms of such Letter of Credit, increase by a specified amount on any future date during the term of such Letter of Credit, the aggregate amount of any such prospective increases in face amount. “Maximum Percentage Factor” means 100.00%. “Medicaid” means the medical assistance program established by Title XIX of the Social Security Act (42 USC §§1396 et seq.) and any statutes succeeding thereto. “Medicaid Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting Medicaid; (b) all state statutes and plans for medical assistance enacted in connection with such statutes and federal rules and regulations promulgated pursuant to or in connection with such statutes; and (c) all applicable provisions of all rules, regulations manuals, orders and administrative, reimbursement and other guidelines of all governmental authorities (including, without limitation, HHS, CMS, the office of the Inspector General for HHS, or any Person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing (whether or not having the force of law), in each case as may be amended, supplemented or otherwise modified from time to time. “Medicare” means the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 USC §§1395 et seq.) and any statutes succeeding thereto. 29

“Medicare Receivable” means any Receivable that is subject to the Medicare Regulations. “Medicare Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting Medicare; and (b) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement and other guidelines of all governmental authorities (including, without limitation, HHS, CMS, the Office of the Inspector General for HHS, or any Person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with the foregoing (whether or not having the force of law), as each may be amended, supplemented or otherwise modified from time to time. “Minimum Amount” shall have the meaning specified in Section 5.1(h). “Moody’s” means Moody’s Investors Service, Inc. “MUFG” means MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, together with its successors and assigns. “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding five years contributed to by the Transferor, the Seller or any ERISA Affiliate of the Transferor or the Seller on behalf of its employees. “Net Investment” means the sum of the cash amounts paid to the Transferor for each Incremental Transfer (NI) less the aggregate amount of Collections received and applied to reduce such Net Investment pursuant to Section 2.5, 2.6 or 2.9 hereof; provided that the Net Investment shall be restored and reinstated in the amount of any Collections so received and applied if at any time the distribution of such Collections is rescinded or must otherwise be returned for any reason. A portion of the Net Investment shall be deemed to be held by an Investor to the extent such portion of the Net Investment shall have been funded by, or assigned to, such Investor. “Net Receivables Balance” means, at any time: (a)“Net Receivables Balance” means, at any time, the Eligible Receivables Balance; minus (b) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Designated Obligor or class of Designated Obligors exceeds the Concentration Factor for such Designated Obligor or class of Designated Obligors.; minus 30

(c) the Excess Unbilled Receivables Amount. “NMC” means National Medical Care, Inc., a Delaware corporation and owner of 100.00% of the outstanding stock of the Transferor. “Non-Securitization Account Receivable Proxy” means an amount equal to $2,500,000, as such amount may be increased or decreased annually with the consent of the Transferor, the Agent and each Administrative Agent based upon the most recent report delivered to the Agent pursuant to Section 2.11(b) and the Agent’s recommendation following its review of collections and cash management systems utilized by Transferring Affiliates and Joint Ventures. “Notice of Incremental Transfer (NI)” shall have the meaning specified in Section 2.2 and shall include a Notice of Incremental Transfer (NI) deemed to have been issued pursuant to Section 2.19. “Notice of Reimbursement Obligation” shall have the meaning specified in Section 2.19. “NPRBI” shall have the meaning specified in Section 2.13. “Obligor” of any Receivable means (i) any Person obligated to make payments of such Receivable pursuant to a Contract and/or (ii) any Person owing any amount in respect of such Receivable, or in respect of any Related Security with respect to such Receivable, all such Persons referred to in any of clauses (A), (B), (E), (F) and (G) below, and each Person referred to in any of clauses (C) and (D) below, to be deemed for purposes of this Agreement to be one Obligor: (A): all Persons owing Receivables or Related Security under the Medicare program; (B): program; all Persons owing Receivables or Related Security under the Medicaid (C): each Person which is an insurance company; (D): each Person which is a hospital or other health care provider; (E): all Persons, other than health care providers or Persons referred to in clause (A), (B), (C) or (D) above or clause (F) or (G) below, owing Receivables arising from the sale of services or merchandise; (F): all Persons owing Receivables or Related Security under the CHAMPUS/VA Program; and (G): all Persons who receive the services or merchandise the sale of which results in Receivables that are not insured, guaranteed or otherwise supported in respect thereof by any of the Persons referred to in clauses (A) through (F) above, 31

including any Person owing any amount in respect of Receivables by reason of insurance policy deductibles or co-insurance agreements or arrangements (each such Person, a “Self-Pay Obligor”). “OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury. “Official Body” means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles in each case whether foreign or domestic. “Original Closing Date” means August 28, 1997. “Originating Entity” means any of the Seller and any Transferring Affiliate. “Other Transferor” means, with respect to any Conduit Investor, any Person other than the Transferor that has entered into a receivables purchase agreement or transfer and administration agreement with such Conduit Investor. “Outstanding Balance” means with respect to any Receivable the outstanding principal amount thereof (excluding any accrued and outstanding Finance Charges related thereto) (which, in the case of any Unbilled Receivable, shall be the amount on the books and records of the related Originating Entity) minus the amount of the Pre-Arranged Contractual Adjustments that have not yet been applied to reduce such outstanding principal amount. It is understood and agreed that, for purposes of calculating the Eligible Receivable Balance, a Receivable that has been written-off will have an Outstanding Balance of zero. “Parent Agreement” means the SecondThird Amended and Restated Parent Agreement, dated as of the 20132018 Closing Date, made by FME KGaA and FMCH in respect of the obligations of the Originating Entities and NMC under the Transaction Documents, as the same may be amended, restated, supplemented or otherwise modified from time to time with the consent of each Administrative Agent. “Parent Group” means, collectively, FME KGaA, FMCH, NMC, the Transferor, the Originating Entities and their Subsidiaries and Affiliates, and “Parent Group Member” means any such Person individually. “PATRIOT Act” has the meaning specified in Section 10.14. “Payor” shall, solely for purposes of Section 8.3, have the meaning specified in such section. 32

“Percentage Factor” shall mean the fraction (expressed as a percentage) computed at any time of determination as follows: NI + LCO + LR + DLR + DR + SFR NRB Where: NI = the Net Investment at the time of such computation; LCO = the Maximum Aggregate Face Amount of all Letters of Credit outstanding at the time of such computation, plus any Reimbursement Obligations then outstanding in respect of any Letter of Credit that shall have ceased to be in effect, minus any amount then held in an L/C Collateral Account; LR = the Loss Reserve at the time of such computation; DLR = the Dilution Reserve at the time of such computation; DR = the Discount Reserve at the time of such computation; SFR = the Servicing Fee Reserve at the time of such computation; and NRB = the Net Receivables Balance at the time of such computation. “Perfection Representations” means the representations, warranties and covenants set forth in Schedule III attached hereto. “Person” means any corporation, limited liability company, natural person, firm, joint venture, partnership, trust, unincorporated organization, enterprise, government or any department or agency or any government. “PNC” means PNC Bank, National Association, together with its successors and assigns. “Potential Termination Event” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event. “Pre-Arranged Contractual Adjustment” means, with respect to any Receivable, a Contractual Adjustment that was agreed upon by the applicable Originating Entity and the applicable Obligor on or prior to the date such Receivable arose. 33

“Primary Payor” means (i) each Obligor referred to in clauses (A), (B), (E), (F) and (G) of the definition of “Obligor” contained in this Section 1.1, (ii) collectively, all Obligors of the type referred to in clause (C) of the definition of “Obligor” contained in this Section 1.1 and (iii) collectively, all Obligors of the type referred to in clause (D) of the definition of “Obligor” contained in this Section 1.1. “Pro Rata Share” means, for a Bank Investor in any Related Group, the Commitment of such Bank Investor divided by the sum of the Commitments of all Bank Investors in such Related Group. “Proceeds” means “proceeds” as defined in Article 9 of the UCC as in effect on the date hereof. “Program Fee” means, with respect to any Conduit Investor, the fee payable by the Transferor to such Conduit Investor pursuant to Section 2.7(i) hereof, the terms of which are set forth in the Investor Fee Letter. “Purchased Interest” means the interest in the Receivables acquired by a Liquidity Provider from a Conduit Investor through purchase pursuant to the terms of a Liquidity Provider Agreement. “Purchase Termination Date” means the date upon which the Transferor shall cease, for any reason whatsoever, to make purchases of Receivables from the Seller under the Receivables Purchase Agreement or the Receivables Purchase Agreement shall terminate for any reason whatsoever. “Rate Variance Factor” means 2.50 or such other number, computed from time to time in good faith by the Agent (with the written consent of each Administrative Agent), that reflects the largest potential variance (from minimum to maximum) in selected interest rates over a period of time selected by the Agent from time to time, set forth in written notice by the Agent to each Administrative Agent, the Transferor and the Collection Agent. “Rating Agency” means, at any time, Moody’s, S&P, Fitch or any other rating agency chosen by a Conduit Investor or its Related CP Issuer to rate its commercial paper notes at such time. “RBC” means Royal Bank of Canada, together with its successors and assigns. “Receivable” means the indebtedness of any Obligor, whether constituting an account, chattel paper, instrument, insurance claim, investment property or general intangible, arising in connection with the sale or lease of merchandise (including, without limitation, medicines) or the rendering of services, by an Originating Entity (other than a Joint Venture), and includes the right to payment of any Finance Charges and other obligations of such Obligor with respect thereto. For the avoidance of doubt, the term “Receivable” shall include all amounts payable by any Obligor in connection with any such sale or rendering of services, regardless of when an invoiceInvoice is issued therefor and regardless of any write-off with respect to such 34

Receivable or any other change or adjustment to the accounting or invoicing with respect to such sale or rendering of services. Accordingly, the cancellation of an invoiceInvoice for a Receivable and the issuance of a new invoiceInvoice under a new invoiceInvoice number, a new invoiceInvoice date and/or a new Obligor name (or any other accounting or invoicing change) shall not result in the creation of a new Receivable or change the original due date of the Receivable. Similarly, if a portion of a Receivable owing by an Obligor is written-off but is subsequently re-billed to Medicare or another Obligor, the amount owing by Medicare or such other Obligor is part of the original Receivable and is not a new Receivable and the original due date of the Receivable will likewise remain unchanged. “Receivables Purchase Agreement” means the Second Amended and Restated Receivables Purchase Agreement dated as of the 2013 Closing Date by and between NMC, as seller, and the Transferor, as purchaser, as such agreement may be amended, modified or supplemented and in effect from time to time. “Recharacterization” shall have the meaning specified in Section 10.11. “Recipient” shall, solely for purposes of Section 8.3, have the meaning specified in such section. “Records” means all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) maintained with respect to receivables and the related Obligors. “Recovery Rate” means a percentage that shall initially be equal to 40% and shall be adjusted on any date specified by the Agent following receipt by the Agent of the annual report contemplated in Section 6.2(c)(ii) and evaluation by the Agent of the then effective recovery rate, which adjusted percentage shall be equal to the lesser of (1) 40% and (2) the average monthly recovery rate for the twelve consecutive calendar-months specified in such report. “Reimbursement Obligation” shall have the meaning specified in Section 2.19(b). “Reinvestment Termination Date” means, with respect to any Conduit Investor, the second Business Day after the delivery by such Conduit Investor to the Transferor of written notice that such Conduit Investor elects to commence the amortization of its interest in the Net Investment or otherwise liquidate its interest in the Transferred Interest. “Reinvestment Transfer” means a Transfer occurring in connection with the reinvestment of Collections pursuant to Section 2.2(b) and 2.5. “Related Commercial Paper” means, at any time, Commercial Paper then outstanding that shall have been issued by the Conduit Investors to acquire or maintain any Net Investment hereunder. 35

“Related CP Issuer” means, when used in relation to any Conduit Investor, any other entity that issues Commercial Paper for the purpose of funding all or part of such Conduit Investor’s interest in the Transferred Interest, as specified from time to time in a written notice by the Administrative Agent for such Conduit Investor to the Collection Agent, together with the successors and permitted assigns of such entity. “Related Group” means any of the following groups: (i) Liberty Street, as a Conduit Investor, and Scotiabank, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns, (ii) Sheffield, as a Conduit Investor and as a Bank Investor, and Barclays as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns, (iii) Atlantic Securitization, as a Conduit Investor, and Credit Agricole, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns, (iv) Thunder Bay, as a Conduit Investor, and RBC, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns, (v) PNC, as a Conduit Investor, as a Bank Investor and as an Administrative Agent, together with its successors and permitted assigns and (vi) Victory Receivables, as a Conduit Investor, and BTMUMUFG, as a Bank Investor and as an Administrative Agent, together with their respective successors and permitted assigns. “Related Group Limit” means, with respect to any Related Group, the aggregate Commitments of the Bank Investors in such Related Group. “Related Security” means with respect to any Receivable, all of the Transferor’s rights, title and interest in, to and under: (i) all of the Seller’s, the Transferor’s or any Transferring Affiliate’s interest, if any, in the merchandise (including returned or repossessed merchandise), if any, the sale of which gave rise to such Receivable; (ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by an Obligor describing any collateral securing such Receivable; (iii) all guarantees, indemnities, warranties, insurance (and proceeds and premium refunds thereof) or other agreements or arrangements of any kind from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise, including, without limitation, insurance, guaranties and other agreements or arrangements under the Medicare program, the Medicaid program, state renal programs, CHAMPUS/VA, private insurance policies, and hospital and other health care programs and health care provider arrangements; (iv) all Records related to such Receivable; (v) all rights and remedies of the Transferor (A) under the Receivables Purchase Agreement, together with all financing statements filed by the Transferor against 36

the Seller in connection therewith, (B) under the Transferring Affiliate Letter, together with all financing statements filed in connection therewith against the Transferring Affiliates, and (C) under the Parent Agreement; and (vi) all Proceeds of any of the foregoing. “Remittance Date” means any of the following:(i) the last day of a Tranche Period applicable to any portion of the Net Investment, (ii) the last day of a calendar month or, if in any case such day is not a Business Day, the next following day that is a Business Day, (iii) a Drawing Date or RO Refinancing Date, (iv) any other date on which any payment or remittance is contemplated to be made hereunder, or (v) following the Termination Date or the occurrence of a Termination Event or Potential Termination Event, any Business Day determined by the Agent to be a Remittance Date. “Removal Supplement” has the meaning specified for such term in the Transferring Affiliate Letter. “Replacement Rate” has the meaning specified for in Section 2.3(h). “Retained Interest” has the meaning specified in Section 5.3(j). “RG Transferred Interest” means, with respect to any Related Group at any time of determination, the pro rata share of such Related Group in the Transferred Interest, which pro rata share shall be based on the percentage that the Net Investment and Letter of Credit Obligations in respect of the Investors in such Related Group bears to the aggregate Net Investment and Letter of Credit Obligations of all Investors at such time. From and after the occurrence of the Termination Date, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing, the RG Transferred Interest shall be calculated as of the last Business Day prior to the occurrence of the Termination Date or such Termination Event or Potential Termination Event, as applicable, and shall remain fixed at all times thereafter until, in the case of a Termination Event or Potential Termination Event, such event shall be cured or waived. “RO Interest” has the meaning specified in Section 2.19. “RO Refinancing Date” has the meaning specified in Section 2.19. “Sheffield” means Sheffield Receivables Company, LLC, a Delaware limited liability company, together with its successors and permitted assigns. “Sanctioned Country” means, at any time, a country or territory which is thethat is or whose government is subject to or the target of any Sanctions, including, without limitation, as of the date hereof, Cuba, Burma (Myanmar), Iran, North Korea, Sudan and Syria. “Sanctioned Person” means, at any time, (a) any Person currently the subject or the target of any Sanctions, including any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the 37

Treasury OFAC or the U.S. Department of State, and (b) any Person controlled by any such Person., (c) any Person that is operating, organized or resident in a Sanctioned Country, (d) any Person with whom engaging in trade, business or other activities is otherwise prohibited or restricted by Sanctions or (e) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country or (iii) a Person resident in a Sanctioned Country, in each case to the extent subject to a sanctions program administered by OFAC. “Sanctions” means economic, financial or other sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the TreasuryOFAC or the U.S. Department of State, or other relevant U.S. sanctions authority., (b) by the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or (c) by other relevant sanctions authorities to the extent compliance with the sanctions imposed by such other authorities would not entail a violation of applicable law. “Scotiabank” means The Bank of Nova Scotia, together with its successors and permitted assigns. “Section 8.2 Costs” has the meaning specified in Section 8.2(d) hereof. “Securitisation Retention Requirements” means (i) Articles 404-410 of the Capital Requirements Regulation, Commission Delegated Regulation, Commission Implementing Regulation (EU) No 602/2014 of 4 June 2014 and Article 51 of AIFMR; (ii) any guidelines or related documents published from time to time in relation thereto by the European Banking Authority (or successor agency or authority) and adopted by the European Commission; and (iii) to the extent informing the interpretation of clauses (i) and (ii) above, the guidelines and related documents previously published in relation to the preceding risk retention legislation by the European Banking Authority (and/or its predecessor, the Committee of European Banking Supervisors) which continues to apply to the provisions of Articles 404-410 of the Capital Requirements Regulation. “Self-Pay Obligor” has the meaning specified in the definition of Obligor. “Seller” means NMC and its successors and permitted assigns. “Seller Parties” means collectively the Originating Entities and the Transferor. “Service Performance Date” means, with respect to an Unbilled Receivable, the date on which the related Originating Entity has performed all material obligations required to be performed by it under the related Contract (as a result of which the Originating Entity could, if it chose to do so, issue an Invoice for the goods or services in question). “Servicing Fee” means the fees payable to the Collection Agent by (1) the Investors in a Related Group, with respect to a Tranche held by the Investors in such Related Group, in an amount equal to 1.00% per annum on the amount of the Net Investment allocated to such Tranche pursuant to Section 2.3 hereof and (2) each L/C Issuer, in an amount equal to 38

1.00% per annum on the Letter of Credit Obligations allocable to such L/C Issuer. Such fee shall accrue from the date of the initial purchase of an interest in the Receivables to the date on which the Percentage Factor is reduced to zero. Such fee shall be payable only from Collections pursuant to, and subject to the priority of payments set forth in, Section 2.5 hereof. After the Termination Date, such fee shall be payable only from Collections pursuant to, and subject to the priority of payments set forth in, Section 2.6 hereof. “Servicing Fee Reserve” means at any time an amount equal to the product of (i) 2.50, (ii) the aggregate Outstanding Balance of all Receivables at such time, (iii) the Servicing Fee percentage and (iv) the Estimated Maturity Period divided by 360. “Social Security Act” means the Social Security Act, as amended from time to time, and the regulations promulgated and rulings and advisory opinions issued thereunder. “Special Account” means a special depository account maintained at a bank acceptable to each Administrative Agent for the purpose of receiving Collections, which account is in the name of either (i) the Originating Entity in respect of the Receivables giving rise to such Collections or (ii) a Designated Account Agent acting on behalf of such Originating Entity. “Special Account Bank” means any of the banks holding one or more Special Accounts. “Special Account Letter” means a letter, in substantially the form of Exhibit D-1 hereto, from an Originating Entity (or, if applicable, a Designated Account Agent) to any Special Account Bank, executed by such Originating Entity (or such Designated Account Agent) to such Special Account Bank. “Spectra Renal Management Group” means, collectively, Spectra East, Inc., a Delaware corporation, Spectra Laboratories, Inc., a Nevada corporation, as Transferring Affiliates, and their respective successors. “Standard & Poor’s” or “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business. “Standing JV Sweep Procedures” means, in the case of any Designated Joint Venture, procedures for (i) the prompt identification of all collections received at any Special Account that constitute proceeds of assets owned exclusively by such Designated Joint Venture and (ii) the weekly remittance of an amount equal to such collections to an account other than a Special Account, Intermediate Concentration Account or the Concentration Account, in each case subject to reasonable rounding. “Subordinated Note” shall have the meaning specified in the Receivables Purchase Agreement. “Subsidiary” of a Person means any Person more than 50% of the outstanding voting interests of which shall at any time be owned or controlled, directly or indirectly, by such 39

Person or by one or more Subsidiaries of such Person or any similar business organization which is so owned or controlled. “Taxes” shall have the meaning specified in Section 8.3 hereof. “Terminated Transferring Affiliate (DT)” has the meaning specified for such term in Amendment No. 6, dated as of December 6, 2016, to the Transferring Affiliate Letter. “Termination Date” means the earliest of (i) the Business Day designated by the Transferor to each Administrative Agent as the Termination Date at any time following 60 days’ written notice to each Administrative Agent, (ii) the day upon which the Termination Date is declared or automatically occurs pursuant to Section 7.2(a) hereof, (iii) the Commitment Termination Date or (iv) the Purchase Termination Date. “Termination Event” means an event described in Section 7.1 hereof. “Thunder Bay” means Thunder Bay Funding, LLC a Delaware limited liability company, together with its successors and permitted assigns. “Total Outstanding Receivable Balance” means the aggregate Outstanding Balance of the Receivables. “Tranche” means a portion of the Net Investment allocated to a Tranche Period pursuant to Section 2.3 hereof. “Tranche Period” means a CP Tranche Period, a BR Tranche Period or a Eurodollar Tranche Period. “Tranche Rate” means the CP Rate, the Base Rate or the Eurodollar Rate, subject to Section 7.2(b); provided that, with respect to any Related Group, if: (i) a Conduit Cessation shall have occurred in respect of the Conduit Investor in such Related Group and (ii) such Conduit Investor shall have no Commercial Paper outstanding in support of its Net Investment hereunder, the Tranche Rate applicable to the Net Investment of any Investor in such Related Group shall be equal to the Eurodollar Rate in respect of the applicable Tranche Period plus the Program Fee; provided further that from and after the occurrence of the Termination Date, any Termination Event or any Potential Termination Event, the foregoing proviso shall cease to be given effect. “Transaction Costs” has the meaning specified in Section 8.4(a) hereof. “Transaction Documents” means, collectively, this Agreement, the Receivables Purchase Agreement, the Fee Letters, the Special Account Letters, the Concentration Account Agreement, the Account Agent Agreement(s), the Transfer Certificates, the Transferring Affiliate Letter, the Parent Agreement, the Intermediate Concentration Account Agreements, Letters of Credit, Letter of Credit Applications and all of the other instruments, documents and other agreements executed and delivered by any Originating Entity, FME KGaA, FMCH, NMC or the 40

Transferor in connection with any of the foregoing, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time. “Transfer” means a conveyance, transfer and assignment by the Transferor to the Agent, for the benefit of the Investors, of an undivided percentage ownership interest in Receivables hereunder together with Related Security, Collections and Proceeds with respect thereto (including, without limitation, as a result of the issuance of any Letter of Credit or as a result of any reinvestment of Collections in Transferred Interests pursuant to Sections 2.2(b) and 2.5). “Transfer Certificate” has the meaning specified in Section 2.2(a) hereof. “Transfer Date” means, with respect to each Transfer, the Business Day on which such Transfer is made. “Transfer Price” means with respect to any Incremental Transfer to be made by the Agent, on behalf of the Investors participating in such Incremental Transfer, (i) in the case of an Incremental Transfer (NI), the amount paid to the Transferor by such Investors as described in the related Transfer Certificate and (ii) in the case of an Incremental Transfer (L/C), the face amount of the Letter of Credit to be issued by the applicable L/C Issuer as described in the related Transfer Certificate. “Transferor” means NMC Funding Corporation, a Delaware corporation, and its successors and permitted assigns. “Transferred Interest” means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Percentage Factor at such time, and only at such time (without regard to prior calculations); provided that, during the period from the Termination Date until the Final Collection Date, the Transferred Interest shall include the right to receive 100% of the Collections. The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Percentage Factor, the Agent, on behalf of the applicable Investors, shall be considered to have reconveyed to the Transferor (without recourse, representation or warranty of any type or kind) an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable. Following the later to occur of the Termination Date and the Final Collection Date, the Transferred Interest shall be reduced to zero. “Transferring Affiliate” means a company specified on Exhibit Q hereto, as such Schedule may be amended from time to time as provided in Section 2.15; provided, however, that 41

no such company shall be a Transferring Affiliate from and after the occurrence of any Event of Bankruptcy by or with respect thereto unless any Receivables that arose from sales by such company exist on such date, in which case such company shall continue to be a Transferring Affiliate until the respective Outstanding Balances of all such Receivables shall have been reduced to zero. “Transferring Affiliate Letter” means the Amended and Restated Affiliate Letter dated October 16, 2008 from the Transferring Affiliates to the Seller, as the same may be amended, restated, supplemented or otherwise modified from time to time with the consent of each Administrative Agent. “UCC” means, with respect to any state, the Uniform Commercial Code as from time to time in effect in such state. “Unbilled Receivable” shall mean, at any time of determination, any Receivable for which an Invoice has not yet been issued but the Service Performance Date has occurred. “Unrealized Contractual Adjustment Reserve” means the reserve maintained by the Collection Agent in accordance with its customary practices reflecting the difference between the Outstanding Balance of Receivables owing by certain commercial insurers and the Collection Agent’s estimate of what such commercial insurers will pay in respect of such Receivables. It is understood and agreed that Pre-Arranged Contractual Adjustments will be reflected in the initial Outstanding Balance of the applicable Receivables and accordingly will not be included in the Unrealized Contractual Adjustment Reserve. In addition, the Unrealized Contractual Adjustment Reserve will also include amounts sufficient to cover system-generated rebates, rebills and prompt pay discounts. “Unsold Transferred Interests” shall have the meaning specified in Section 10.15(c). “U.S.” or “United States” means the United States of America. “US Government Obligor” means any Obligor that is the federal government of the United States, or any subdivision or agency thereof the obligations of which are supported by the full faith and credit of the United States, and shall include any Obligor referred to in clause (A),(B) or (F) of the definition of “Obligor” contained in this Section 1.1. “Victory Receivables” means Victory Receivables Corporation, a Delaware corporation, together with its successors and permitted assigns. “Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder. “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority 42

from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. SECTION 1.2. Other Terms. Except as otherwise provided herein, all accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that, if there is any change in GAAP (or any change in or adoption of IFRS as contemplated in this Agreement or in the Parent Agreement) or in the consistent application thereof after December 6, 2016 that would affect the computation of any financial covenant, ratio or requirement set forth in any Transaction Document, then the Agent, the Administrative Agents and the Investors and the Transferor agree to endeavor, in good faith, to agree upon an amendment to this Agreement and the Parent Agreement that would adjust such financial covenants, ratio or requirement in a manner that would preserve the original intent thereof in light of such change in GAAP (or in any change in or adoption of IFRS) (subject to the approval of the Majority Investors), but would allow compliance therewith to be determined in accordance with the most recent financial statements delivered pursuant to Section 6(a)(iv) of the Parent Agreement and Section 5.01(a) of this Agreement, as applicable, provided, that, until so amended (i) such financial covenants, ratio or requirement shall continue to be computed in accordance with GAAP (or IFRS, as applicable) prior to such change in GAAP (or such change in or adoption of IFRS, as applicable) and (ii) the Transferor shall provide each Administrative Agent financial statements and other documents as reasonably requested by such Administrative Agent setting forth a reconciliation between calculations of such ratio or requirement before and after giving effect to such change in GAAP (or such change in or adoption of IFRS, as applicable).. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9. SECTION 1.3. Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each means “to but excluding”, and the word “within” means “from and excluding a specified date and to and including a later specified date”. SECTION 1.4. Amendment and Restatement. Subject to the satisfaction of the conditions precedent set forth in Section 4.1, this Agreement amends and restates the Existing TAA in its entirety. This Agreement is not intended to constitute a novation of the Existing TAA. Upon the effectiveness of this Agreement (the “Effective Date”), each reference to the Existing TAA in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement. ARTICLE II PURCHASE AND SETTLEMENTS SECTION 2.1. Facility. Upon the terms and subject to the conditions herein set forth, the Transferor may from time to time prior to the Termination Date, at its option, (i) convey, transfer and assign to the Agent, on behalf of the Investors, percentage ownership 43

interests in the Receivables, together with Related Security, Collections and Proceeds with respect thereto and (ii) request one or more L/C Issuers to issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof. Each such Transfer is made without recourse to the Transferor; provided, however, that the Transferor shall be liable for all representations, warranties, covenants and other agreements made by the Transferor pursuant to the terms of this Agreement or any other Transaction Document. The Transferred Interest arising in connection with the Transfers made hereunder shall be allocated among the Related Groups in accordance with their respective RG Transferred Interests as of any date of determination, and as among the Related Groups the RG Transferred Interests may fluctuate from time to time based on the Net Investment and Letter of Credit Obligations outstanding at such time. Subject to the terms and conditions set forth herein, the Agent shall accept such conveyance, transfer and assignment on behalf of the Investors. By accepting any conveyance, transfer and assignment hereunder, none of the Investors, the Administrative Agents or the Agent assumes or shall have any obligations or liability under any of the Contracts, all of which shall remain the obligations and liabilities of the Transferor and the Seller. SECTION 2.2. Incremental Transfers(NI); Certificates; Eligible Receivables. (a) Incremental Transfers(NI). Upon the terms and subject to the conditions herein set forth the Transferor may, at its option, request that an Incremental Transfer (NI) be made by the Agent, on behalf of each of the applicable Investors. The Transferor shall, by written notice to the Agent substantially in the form of Exhibit A hereto (a “Notice of Incremental Transfer (NI)”) (with a copy to each Administrative Agent) given by telecopy, offer to convey, transfer and assign to the Agent, on behalf of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets relating thereto. A Notice of Incremental Transfer (NI) shall be issued not later than 3:00 p.m. (New York time) at least one (1) Business Day prior to the proposed date of the Incremental Transfer (NI) requested therein. Each Notice of Incremental Transfer (NI) shall specify: (x) the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $250,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit, (y) the desired date of such Incremental Transfer (NI) and (z) the desired Tranche Period(s) and allocations of the Net Investment of such Incremental Transfer thereto as required by Section 2.3 (it being understood that any request for a Eurodollar Period shall be subject to the approval of each applicable Administrative Agent). The Agent shall promptly advise each Administrative Agent of the allocation of the Transfer Price in respect of the requested Incremental Transfer (NI) based on the Incremental Transfer (NI) Ratable Share anticipated to be applicable as of the date of such proposed Incremental Transfer (NI). Each Administrative Agent will promptly notify the related Conduit Investor or each of the Bank Investors in its Related Group, as the case may be, of such Administrative Agent’s receipt of any request for an Incremental Transfer (NI) to be made to the Agent on behalf of such Person. To the extent that any such Incremental Transfer (NI) is requested of the Agent, on behalf of a Conduit Investor, such Conduit Investor shall instruct the Agent to accept or reject such offer by notice given to the Transferor and the Agent by telephone or telecopy by no later than the close of its business on the Business Day following its receipt of any such request. Each Notice of Incremental Transfer (NI) shall be irrevocable and binding on 44

the Transferor and the Transferor shall indemnify each Investor against any loss or expense incurred by any Investor, either directly or indirectly (including, in the case of a Conduit Investor, through the related Liquidity Provider Agreement) as a result of any failure for any reason (including failure to satisfy any of the conditions precedent in respect thereof) by the Transferor to complete such Incremental Transfer (NI) including, without limitation, any loss (including loss of anticipated profits) or expense incurred by any Investor, either directly or indirectly (including, in the case of a Conduit Investor, pursuant to the related Liquidity Provider Agreement) by reason of the liquidation or reemployment of funds acquired by any Investor or a related Liquidity Provider (including, without limitation, funds obtained by issuing commercial paper or promissory notes or obtaining deposits as loans from third parties) for any Investor to fund such Incremental Transfer (NI). The Transferor has previously delivered to the Agent the Transfer Certificate in the form of Exhibit F hereto (the “Transfer Certificate”). On the date of each Incremental Transfer (NI), each Administrative Agent shall send written confirmation to the Transferor and to the Agent of the Transfer Price, the Tranche Period(s), the Transfer Date and the Tranche Rate(s) applicable to the portion of such Incremental Transfer (NI) made by such Administrative Agent’s Related Group. The Agent shall indicate the amount of the Incremental Transfer (NI) together with the date thereof as well as any decrease in the Net Investment on the grid attached to the Transfer Certificate. The Transfer Certificate shall evidence the Incremental Transfers(NI). By no later than 3:00 p.m. (New York time) on any Transfer Date, each Investor participating in the relevant Transfer shall remit its Incremental Transfer (NI) Ratable Share of the aggregate Transfer Price for such Transfer either (i) to the account of the related Administrative Agent specified therefor from time to time by such Administrative Agent by notice to such Investor or (ii) if so directed by such Administrative Agent, directly to the Transferor. The obligation of each Investor to remit its Incremental Transfer (NI) Ratable Share of any such Transfer Price shall be several from that of each other Investor, and the failure of any Investor to so make such amount available to its related Administrative Agent or the Transferor, as applicable, shall not relieve any other Investor of its obligation hereunder. If the portion of the Transfer Price payable by the Investors in a Related Group is remitted to the related Administrative Agent, then, following each Incremental Transfer (NI) and such Administrative Agent’s receipt of funds from the Investors in its Related Group participating in such Transfer as aforesaid, such Administrative Agent shall remit such portion of the Transfer Price to the Transferor’s account at the location indicated in Section 10.3 hereof, in immediately available funds. Unless an Administrative Agent shall have received notice from any Bank Investor in its Related Group participating in an Incremental Transfer (NI) that such Bank Investor will not make its share of any Transfer Price relating to such Incremental Transfer (NI) available on the applicable Transfer Date therefor, such Administrative Agent may (but shall have no obligation to) make such Bank Investor’s share of any such Transfer Price available to the Transferor in anticipation of the receipt by such Administrative Agent of such amount from such Bank Investor. To the extent such Bank Investor fails to remit any such amount to its Administrative Agent after any such advance by such Administrative Agent on such Transfer Date, such Bank Investor, on the one hand, and the Transferor, on the other hand, shall be required to pay such amount, together with interest thereon at a per annum rate equal to the Federal funds rate (as determined 45

in accordance with clause (ii) of the definition of “Base Rate”), in the case of such Bank Investor, or the otherwise applicable Tranche Rate, in the case of the Transferor, to such Administrative Agent upon its demand therefor; provided that such Administrative Agent shall not be permitted to recover more than once for such amount or interest thereon. Until such amount shall be repaid, such amount shall be deemed to be Net Investment paid by the applicable Administrative Agent and such Administrative Agent shall be deemed to be the owner of a Transferred Interest hereunder. Upon the payment of such amount to such Administrative Agent (x) by the Transferor, the amount of the aggregate Net Investment shall be reduced by such amount or (y) by such Bank Investor, such payment shall constitute such Bank Investor’s payment of its share of the applicable Transfer Price for such Transfer. (b) Reinvestment Transfers. On each Business Day occurring after the initial Incremental Transfer hereunder and prior to the Termination Date, the Transferor hereby agrees to convey, transfer and assign to the Agent, on behalf of the Investors, and in consideration of Transferor’s agreement to maintain at all times prior to the Termination Date a Net Receivables Balance in an amount at least sufficient to maintain the Percentage Factor at an amount not greater than the Maximum Percentage Factor, the Agent may, on behalf of each Conduit Investor (unless such Conduit Investor has otherwise directed the Agent) and shall, on behalf of each of the Bank Investors, agree to purchase from the Transferor undivided percentage ownership interests in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, to the extent that Collections are available for such Transfer in accordance with Section 2.5 hereof, such that after giving effect to such Transfer, (i) the amount of the Net Investment at the close of business on such Business Day shall be equal to the amount of the Net Investment at the close of the business on the Business Day immediately preceding such Business Day plus the Transfer Price of any Incremental Transfer (NI) made on such day, if any, and (ii) the Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. (c) All Transfers.Each Transfer shall constitute a purchase by the Agent, on behalf of the Investors, of undivided percentage ownership interests in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, then existing, as well as in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, which arises at any time after the date of such Transfer. The Agent’s aggregate undivided percentage ownership interest in the Receivables, together with the Related Security, Collections and Proceeds with respect thereto, held on behalf of the Investors, shall equal the Percentage Factor in effect from time to time. The Agent shall hold the Transferred Interests on behalf of the Related Groups in accordance with each such Related Group’s RG Transferred Interest at such time. (d) [Reserved]. (e) Percentage Factor; Transferred Interest.The Percentage Factor shall be computed by the Collection Agent as of the opening of business of the Collection Agent on the effective date of this Agreement. Thereafter until the Termination Date, the Collection Agent shall recompute the Percentage Factor at the time of each Incremental Transfer and as of 46

the close of business of the Collection Agent on each Business Day (other than a day after the Termination Date) and report such recomputation to the Agent monthly, in the Investor Report, and at such other times as may be requested by any Administrative Agent. The Percentage Factor shall remain constant from the time as of which any such computation or recomputation is made until the time as of which the next such recomputation, if any, shall be made, notwithstanding any additional Receivables arising, or any Incremental Transfer or any Reinvestment Transfer made, during any period between computations of the Percentage Factor. For the avoidance of doubt, the “Transferred Interest” after the Termination Date may be different from the Percentage Factor. As set forth in the definition of “Transferred Interest”, the Transferred Interest shall remain constant at 100% at all times on and after the Termination Date until the Final Collection Date, at which time the Transferred Interest shall be reduced to zero. SECTION 2.3. Selection of Tranche Periods and Tranche Rates. (a) Prior to the Termination Date; Transferred Interest held on behalf of a Conduit Investor. At all times hereafter, but prior to the Termination Date with respect to any portion of the Net Investment held on behalf of a Conduit Investor that is funded through the issuance of Commercial Paper, such portion of the Net Investment shall be allocated to a CP Tranche Period as set forth in the definition of such term. Each Conduit Investor confirms that it is its intention to allocate all or substantially all of the Net Investment held on behalf of it to CP Tranche Periods, provided that such Conduit Investor or its Related CP Issuer may determine, from time to time, in its sole discretion, that funding such Net Investment through the issuance of Commercial Paper is not possible or is not desirable for any reason. If, prior to the Termination Date, any portion of the Net Investment held on behalf of a Conduit Investor is not funded through the issuance of Commercial Paper, then such portion of the Net Investment shall be allocated to a BR Tranche or a Eurodollar Tranche in accordance with Section 2.3(c) in the same manner as if such portion of the Net Investment was held by or on behalf of the Bank Investors, subject to the terms of the definition of “Tranche Rate”. In the case of any Tranche Period outstanding upon the Termination Date, such Tranche Period shall end on such date unless otherwise directed by the applicable Administrative Agent. (b) After the Termination Date; Transferred Interest Held on behalf of a Conduit Investor. At all times on and after the Termination Date, with respect to any portion of the Transferred Interest which shall be held by the Agent on behalf of a Conduit Investor, such Conduit Investor or its Administrative Agent, as applicable, shall select all Tranche Periods and Tranche Rates applicable thereto. (c) Prior to the Termination Date; Transferred Interest Held on Behalf of Bank Investor. At all times with respect to any portion of the Transferred Interest held by the Agent on behalf of the Bank Investors in any Related Group, but prior to the Termination Date, the initial Tranche Period applicable to such portion of the Net Investment allocable thereto shall be a period of not greater than 7 days and such Tranche shall be a BR Tranche, unless the Transferor has requested and the applicable Administrative Agent has approved a different Tranche Period and Tranche Rate. Thereafter, with respect to such portion, and with respect to any other portion of the Transferred Interest held on behalf of the Bank Investors (or any of them) in any Related Group, provided that the Termination Date shall not have occurred, the Tranche 47

Period applicable thereto shall be a Eurodollar Period and the applicable Tranche shall be a Eurodollar Tranche, unless the Transferor has requested and the applicable Administrative Agent has approved a different Tranche Period and Tranche Rate. The Transferor shall give the Administrative Agent for each Related Group irrevocable notice by telephone of the new requested Tranche Period applicable to the Bank Investors in such Related Group at least three (3) Business Days prior to the expiration of any then existing Tranche Period applicable to such Related Group and, if the Transferor shall fail to provide such notice (or, if the requested Tranche Period is less than 7 days or is a Eurodollar Period, the Administrative Agent does not consent to such request), the applicable Administrative Agent on behalf of the Bank Investors in such Related Group may, in its sole discretion, select the new Tranche Period in respect of the applicable Tranche. In the case of any Tranche Period outstanding upon the occurrence of the Termination Date, such Tranche Period shall end on the date of such occurrence. (d) After the Termination Date; Transferred Interest Held on behalf of Bank Investor. At all times on and after the Termination Date, with respect to any portion of the Transferred Interest held by the Agent on behalf of the Bank Investors in any Related Group, the Administrative Agent for such Related Group shall select all Tranche Periods and Tranche Rates applicable thereto. (e) Eurodollar Rate Protection; Illegality. (i) If the Administrative Agent for any Related Group is unable to obtain on a timely basis the information necessary to determine the LIBOR Rate for any proposed Eurodollar Tranche, then (A) such Administrative Agent shall forthwith notify the Investors in such Related Group, as applicable, and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, and (B) while such circumstances exist, prior to the selection of a Replacement Rate pursuant to Section 2.3(h), neither such Administrative Agent nor any of the Investors in such Related Group shall allocate the Net Investment of any additional Transferred Interests purchased during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, any Investor on behalf of which the Agent holds any Transferred Interest therein notifies its Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Transferred Interest or that the Eurodollar Rate applicable to such Transferred Interest will not adequately reflect the cost to such Investor of funding or maintaining its respective Transferred Interest for such Tranche Period then such Administrative Agent shall forthwith so notify the Transferor, whereupon neither such Administrative Agent nor the Investors in the Related Group shall, while such circumstances exist, allocate any Net Investment of any additional Transferred Interest purchased during such period or reallocate the Net Investment allocated to any Tranche Period ending during such period, to a Eurodollar Tranche and instead such Transferred Interest shall be purchased as, or such Net Investment shall be 48

allocated to, a BR Tranche (notwithstanding any election made by the Transferor pursuant to Section 2.3(c) or otherwise). (iii) Notwithstanding any other provision of this Agreement, if any Investor shall notify its Administrative Agent that such Investor has determined (or has been notified by any Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for such Investor or such Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of Transferred Interests at the Eurodollar Rate, then (x) as of the effective date of such notice from such Investor to its Administrative Agent, the obligation or ability of the such Investor to fund its purchase or maintenance of Transferred Interests at the Eurodollar Rate shall be suspended until such Investor notifies its Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Investor owns an interest shall either (1) if such Investor may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which the Net Investment allocated thereto accrues Discount at a Tranche Rate other than the Eurodollar Rate or (2) if such Investor shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period, such Investor’s share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period. (f) Separate Tranches for Related Groups. In no event shall portions of the Net Investment held by Investors from different Related Groups be allocated to the same Tranche. (g) Applicable Margin. If, as a result of any restatement of or other adjustment to the financial statements of any applicable Person or for any other reason, it shall be determined that (i) the Consolidated Leverage Ratio as calculated as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in a higher Applicable Margin for such period, the Transferor shall immediately and retroactively be obligated to pay to the Administrative Agents for the account of the applicable Investors, promptly on demand by any Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Transferor under the Bankruptcy Code of the United States, automatically and without further action by any Administrative Agent), an amount equal to the excess of the amount of Discount that should have been paid for such period over the amount of Discount actually paid for such period. This paragraph shall not limit the rights of any Administrative Agent or any Investor under any other provision of this Agreement. The Transferor’s obligations under this paragraph shall survive the Termination Date. (h) Replacement of LIBOR Rate. If at any time (i) the Administrative Agent for any Related Group determines (which determination shall be conclusive absent manifest error) or the Investors in a Related Group notify the Administrative Agent for such Related Group that adequate and reasonable means do not exist for ascertaining the LIBOR Rate 49

(including, without limitation, because the relevant display page on the Bloomberg Professional Service (or any successor or substitute page or service providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market comparable to those currently provided on such page, as determined by the Administrative Agent for such Related Group from time to time) is not available or published on a current basis) and such circumstances are unlikely to be temporary, (ii) the supervisor for the administrator of the LIBOR Rate or a governmental authority having jurisdiction over the Administrative Agent for any Related Group has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans, or (iii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the United States syndicated loan market in the applicable currency, then the Administrative Agent for such Related Group and the Transferor shall endeavor to establish an alternate rate of interest (the “Replacement Rate”) to the LIBOR Rate for use in determining the Eurodollar Rate with respect to any Eurodollar Tranche Period for the Investors in such Related Group, giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall, with the Agent, enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be necessary to give effect to such Replacement Rate and shall make adjustments to the Applicable Margin and related provisions in this Agreement such that, to the extent practicable, the all-in interest rate based on the Replacement Rate will be substantially equivalent to the all-in interest rate based on the LIBOR Rate in effect prior to its replacement. Notwithstanding anything to the contrary in Section 10.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of the Replacement Rate is provided to the Investors in its Related Group, a written notice from any such Investor stating that such Investors object to such amendment. Notwithstanding anything else herein, any definition of Replacement Rate shall provide that in no event shall such Replacement Rate be less than zero for the purposes of this Agreement. To the extent a Replacement Rate is approved by the Administrative Agent for the Related Group in connection with this clause, such Replacement Rate shall be applied in a manner consistent with market practice; provided, that, in each case, to the extent such market practice is not administratively feasible for the related Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by such Administrative Agent (it being understood that any such modification by such Administrative Agent shall not require the consent of, or consultation with, any of the Investors in the Related Group). SECTION 2.4. Discount, Fees and Other Costs and Expenses. Notwithstanding any limitation on recourse contained herein, the Transferor shall pay, as and when due in accordance with this Agreement, all fees hereunder, Discount (including Discount due any Conduit Investor or any Bank Investor), all L/C Fees, RO Interest, all amounts payable pursuant to Article VIII hereof, if any, and the Servicing Fees. On the last day of each Tranche Period (or, in the case of a CP Tranche Period, by no later than the second Business Day following the last day of such CP Tranche Period), the Transferor shall pay to each Administrative Agent, on behalf of the applicable Investors in its Related Group, an amount equal to the accrued and unpaid Discount for such Tranche Period together with, in the event the Transferred Interest 50

is held on behalf of a Conduit Investor, an amount equal to the discount accrued on the Commercial Paper of such Conduit Investor or its Related CP Issuer to the extent such Commercial Paper was issued in order to fund the Transferred Interest in an amount in excess of the Transfer Price of an Incremental Transfer. Discount shall accrue with respect to each Tranche on each day occurring during the Tranche Period related thereto. Nothing in this Agreement shall limit in any way the obligations of the Transferor to pay the amounts set forth in this Section 2.4. SECTION 2.5. Non-Liquidation Settlement and Reinvestment Procedures. (a) On each day after the date of any Incremental Transfer but prior to the Termination Date and provided that no Potential Termination Event shall have occurred and be continuing, the Collection Agent shall, out of Collections received on or prior to such day and not previously applied or accounted for: (i) set aside and hold in trust for the Agent, on behalf of the applicable Investors (or deposit into the Collection Account if so required pursuant to Section 2.12 hereof), an amount equal to all Discount, L/C Fees, RO Interest and the Servicing Fee accrued through such day and not so previously set aside or paid, (ii) set aside the amount of any Reimbursement Obligation that shall have arisen and then remain unpaid and (iii) apply the balance of such Collections remaining after application of Collections as provided in clauses (i) and (ii) of this Section 2.5 hereof to the Transferor, for the benefit of the Agent, on behalf of the applicable Investors, to the purchase of additional undivided percentage interests in each Receivable pursuant to Section 2.2(b) hereof. Any Collections so set aside as described in clause (i) above shall be allocated among the Related Groups ratably in proportion to the accrued Discount, L/C Fees, RO Interest and Servicing Fee with respect to the Investors in each such Related Group. Any Collections so set aside as described in clause (ii) above shall be allocated among the Related Groups that contain L/C Issuers ratably in proportion to the outstanding Reimbursement Obligation of all L/C Issuers at such time. (b) On each Remittance Date, the Collection Agent shall, from the amounts set aside as described in Section 2.5(a), deposit to the applicable Administrative Agent’s account, for the benefit of the related Investors, an amount equal to the accrued and unpaid Discount for any Tranche Period then ending (in the case of the last day of a Tranche Period), the accrued and unpaid L/C Fees and RO Interest and Reimbursement Obligations, as applicable, and shall deposit to its own account an amount equal to the accrued and unpaid Servicing Fee. The applicable Administrative Agent, upon its receipt of such amounts in such Administrative Agent’s account, shall distribute such amounts to the applicable Investors entitled thereto as set forth above and, in the case of Credit Agricole, as Administrative Agent for its Related Group, in accordance with the CACIB Group Letter Agreement. (c) If on any Remittance Date, the Collection Agent shall have insufficient funds to pay all of the above amounts in full on any such Remittance Date, the Collection Agent shall distribute the funds then available in the following order and priority: First, to (i) the Agent, in respect of and for application to the Administration Fee, and (ii) each Administrative Agent, ratably based on and to the extent of the amounts then owing to the Investors in each Related Group in respect of and for 51

application to accrued and unpaid Discount, L/C Fees, RO Interest, Program Fees and Facility Fees; Second, to the Administrative Agents for the L/C Issuers, ratably based on and to the extent of the Reimbursement Obligations then owing to the L/C Issuer, for application to such Reimbursement Obligations; Third, to the Agent and to the Administrative Agents, ratably based on and to the extent they or any Indemnified Parties in respect of their Related Groups are due any amounts under Article VIII, for application to such amounts; and Fourth, to the Collection Agent, to the extent of any Servicing Fee then owing. SECTION 2.6. Liquidation Settlement Procedures. (a) If at any time on or prior to the Termination Date, the Percentage Factor is greater than the Maximum Percentage Factor, then the Transferor shall immediately pay to the Administrative Agents for the Related Groups, for the benefit of the applicable Investors in their respective Related Groups, from previously received Collections, an aggregate amount equal to the amount such that, when applied to reduce the Net Investment, will result in the Percentage Factor being less than or equal to the Maximum Percentage Factor. Such aggregate amount shall be paid to such Administrative Agents ratably in accordance with the portion of the Net Investment held by their respective Related Groups. Any amount so paid to an Administrative Agent for a Related Group shall be applied to reduce the Net Investment of Tranche Periods applicable to such Related Group selected by such Administrative Agent. In the event the Net Investment is reduced to zero and the Percentage Factor continues to be greater than the Maximum Percentage Factor, the Transferor shall immediately remit to the Administrative Agents for the Related Groups that have L/C Issuers, from previously received Collections, an aggregate amount equal to the amount such that, when applied to the then unpaid Reimbursement Obligations and otherwise held to Cash-Collateralize the then outstanding Letters of Credit, will result in the Percentage Factor being less than or equal to the Maximum Percentage Factor. Any amounts received by Credit Agricole, as Administrative Agent for its Related Group, pursuant to this Section 2.6 shall be distributed in accordance with the CACIB Group Letter Agreement. (b) On the Termination Date and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is continuing, the Collection Agent shall deposit into the Collection Account all Collections received on such day. Pending such deposit, the Collection Agent shall hold such Collections in trust for the benefit of the Investors. In addition, on the Termination Date or the day on which a Termination Event or Potential Termination Event has occurred and is continuing, the Collection Agent shall deposit to each Administrative Agent’s account, for the benefit of the applicable Investors, any amounts set aside pursuant to Section 2.5 above which have been allocated to such Administrative Agent’s Related Group as described in Section 2.5. (c) On the Termination Date and on each day thereafter, and on each day on which a Termination Event or a Potential Termination Event has occurred and is 52

continuing, the Collection Agent shall (or, if the Agent has assumed exclusive control over the Collection Account, shall request the Agent to) distribute funds then available in the Collection Account in the following order and priority: First, to the Agent, to reimburse the Agent for the reasonable costs and out-of-pocket expenses incurred by the Agent in connection with the administration and enforcement of this Agreement and the other Transaction Documents; Second, if such day is a Remittance Date, to (i) the Agent, in respect of and for application to the Administration Fee, and (ii) each Administrative Agent, ratably based on and to the extent of the amounts then owing to the Investors in each Related Group in respect of and for application to accrued and unpaid Discount, L/C Fees, RO Interest, Program Fees and Facility Fees; Third, if such day is the last day of any month and if the Transferor, the Seller or any Affiliate of the Transferor or the Seller is not then the Collection Agent, to the Collection Agent’s account, in payment of the accrued and unpaid Servicing Fee due to the Collection Agent; Fourth, to each Administrative Agent, ratably based on the RG Transferred Interest of each Related Group, for application toward (i) a reduction of the Net Investment of the Investors in such Related Group, (ii) payment of any Reimbursement Obligations then owing and (iii) the Cash-Collateralization of any Letters of Credit then outstanding; Fifth, to the Agent and each Administrative Agent, ratably based on all other Aggregate Unpaids owing to the Agent or the members of any Related Group; and Sixth, if the Transferor, the Seller or any Affiliate of the Transferor or the Seller is the Collection Agent, to its account as Collection Agent, in payment of the accrued and unpaid Servicing Fee. The Agent shall elect, in its reasonable discretion, whether such distributions shall be made daily, weekly or monthly or at such other intervals as the Agent may (or at the direction of the Majority Investors, shall) determine to be appropriate. Each Administrative Agent, upon its receipt of such amounts in such Administrative Agent’s account, shall distribute such amounts to the Investors in its Related Group entitled thereto as set forth above and, in the case of Credit Agricole, as Administrative Agent for its Related Group, in accordance with the CACIB Group Letter Agreement. In the case of amounts distributed to Cash-Collateralize any outstanding Letters of Credit, such amounts shall be deposited into an L/C Collateral Account for application to Reimbursement Obligations as drawings are made under the related Letters of Credit. From and after the date any Letter of Credit shall be surrendered for cancellation or otherwise expire, all amounts then held in the L/C Collateral Account to Cash-Collateralize such Letter of Credit shall be released to the Agent for application to the Aggregate Unpaids in accordance with this Section 2.6. 53

(d) Following the later to occur of the Termination Date and the Final Collection Date, (i) the Collection Agent shall recompute the Percentage Factor, (ii) the Agent, on behalf of the Investors, shall be considered to have reconveyed to the Transferor all of the right, title and interest in and to the Affected Assets (including the Transferred Interest) without recourse, representation or warranty of any type or kind, (iii) the Collection Agent shall pay to the Transferor any remaining Collections set aside and held by the Collection Agent for the Investors pursuant to this Section 2.6 and (iv) the Agent, on behalf of the Investors, shall execute and deliver to the Transferor, at the Transferor’s expense, such documents or instruments as are necessary to terminate the Agent’s interests in the Affected Assets. Any such documents shall be prepared by or on behalf of the Transferor. SECTION 2.7. Fees. Notwithstanding any limitation on recourse contained in this Agreement, on the last day of each month the Transferor shall pay the following non-refundable fees: (i) to each Conduit Investor, solely for its own account, the Program Fee with respect to such Conduit Investor, (ii) to each Conduit Investor, the Facility Fee with respect to the applicable Related Group (for distribution to the Bank Investors in such Related Group) and (iii) to the Agent the Administration Fee. SECTION 2.8. Protection of Ownership Interest of the Investors; Special Accounts, Intermediate Concentration Account and Concentration Account. (a) The Transferor agrees that it will, and will cause the Seller to, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent or any Administrative Agent may reasonably request in order to perfect or protect the Transferred Interest or to enable the Agent, the Administrative Agents or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, the Transferor will, and will cause the Seller to, upon the request of the Agent, any Administrative Agent or any of the Investors, in order to accurately reflect this purchase and sale transaction, execute and file such financing or continuation statements or amendments thereto or assignments thereof as may be requested by the Agent, any Administrative Agent or any of the Investors and (y) mark its respective master data processing records and other documents with a legend describing the conveyance to the Transferor of the Receivables (in the case of the Seller) and to the Agent, for the benefit of the Investors, of the Transferred Interest. The Transferor shall, and will cause the Seller to, upon request of the Agent, any Administrative Agent or any of the Investors obtain such additional search reports as the Agent, any Administrative Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent shall be authorized to sign and file financing statements , continuation statements and amendments thereto relating to the Receivables, Related Security and Collections and assignments thereof to the Agent or any successor or permitted assign of the Agent without the Transferor’s or the Seller’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Transferor shall not, and shall not permit the Seller or any Transferring Affiliate to, change its respective name, identity or corporate structure nor relocate its respective chief executive office or jurisdiction of organization or any office where Records are kept unless it shall have: (i) given the Agent and each Administrative Agent at least thirty (30) days prior notice 54

thereof and (ii) prepared at Transferor’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Transferred Interest or requested by the Agent or any Administrative Agent in connection with such change or relocation; provided that the jurisdiction of organization for the Transferor, the Seller and each Transferring Affiliate shall at all times be a State within the United States. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of Transferor. (b) The Agent is hereby authorized at any time to date, and to deliver (i) to the Concentration Account Bank, the Concentration Account Notice and (ii) to each Intermediate Concentration Account Bank an Intermediate Concentration Account Notice. The Transferor hereby, when the Agent shall deliver the Concentration Account Notice to the Concentration Account Bank or an Intermediate Concentration Account Notice to any Intermediate Concentration Account Bank, transfers to the Agent the exclusive ownership and control of the Concentration Account or the applicable Intermediate Concentration Account, as the case may be, and shall take any further action that the Agent may reasonably request to effect such transfer. In case any authorized signatory of the Transferor whose signature shall appear on the Concentration Account Agreement or any Intermediate Concentration Account Agreement shall cease to have such authority before the delivery of the Concentration Account Notice or Intermediate Concentration Account Notice, as the case may be, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such delivery. The Agent shall, at the time it delivers the Concentration Account Notice to the Concentration Account Bank or an Intermediate Concentration Account Notice to any Intermediate Concentration Account Bank, provide a copy thereof to the Transferor; provided that the failure on the part of the Agent to provide such notice to the Transferor shall not affect the validity or effectiveness of the Concentration Account Notice or Intermediate Concentration Account Notice, as applicable, or impair any rights of the Agent, any Administrative Agent or any of the Investors hereunder. (c) In addition and without limiting the authority of the Agent set forth in subsection (b) above, but subject to subsection (d) below, the Transferor shall (i) cause each Originating Entity to instruct any or all of the Special Account Banks (which instructions shall be maintained in full force and effect at all times) to transfer directly to the Concentration Account or to an Intermediate Concentration Account all Collections from time to time on deposit in the applicable Special Accounts in accordance with the terms set forth in the applicable Special Account Letter and Section 5.1(h) and (ii) instruct each Intermediate Concentration Account Bank (which instructions shall be maintained in full force and effect at all times) to transfer directly to the Concentration Account all Collections from time to time on deposit in the applicable Intermediate Concentration Accounts on a daily basis in accordance with the terms set forth in the applicable Intermediate Concentration Account Agreement. In the event the Transferor shall at any time determine, for any of the reasons described in subsection (d) below, that the Transferor or any Originating Entity shall be unable to comply fully with the requirements of this subsection (c), the Transferor shall promptly so advise the Agent and each Administrative Agent, and the Transferor, the Agent and each Administrative Agent shall commence discussions 55

with a view toward implementing an alternative arrangement therefor satisfactory to the Agent and each Administrative Agent. (d) Anything to the contrary herein notwithstanding, all Medicare or Medicaid payments which are made by an Obligor with respect to any Receivables shall be collected from such Obligor only by (i) the applicable Originating Entity or (ii) an agent of such Originating Entity, except to the extent that an Obligor may be required to submit any such payments directly to a Person other than such Originating Entity pursuant to a court-ordered assignment which is valid, binding and enforceable under applicable federal and state Medicare Regulations and Medicaid Regulations; and neither this Agreement nor any other Transaction Document shall be construed to permit any other Person, in violation of applicable Medicare Regulations or Medicaid Regulations to collect or receive, or to be entitled to collect or receive, any such payments prior to such Originating Entity’s or such agent’s receipt thereof. SECTION 2.9. Deemed Collections; Application of Payments. If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment (including, without limitation, any cancellation of an invoiceInvoice and reissuance of a new invoiceInvoice relating to the same sale or service) or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. (a) If on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable as of the date such representation or warranty was made or (ii) any of the representations or warranties set forth in Section 3.1(d) or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Agent or any of the Investors as contemplated hereunder) or (iii) a Receivable that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of Eligible Receivable or becomes a Diluted Government Program Receivable, the Transferor shall be deemed to have received on such day a Collection on such Receivable in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable (determined without giving effect to any write-off with respect thereto) and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. (b) Any payment by an Obligor in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by each Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest 56

(starting with the oldest such Receivable) or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor. SECTION 2.10. Payments and Computations, Etc. All amounts to be paid or deposited by the Transferor or the Collection Agent hereunder shall be paid or deposited in accordance with the terms hereof no later than 12 p.m. (New York City time) on the day when due in immediately available funds; if such amounts are payable to the Agent or any Administrative Agent (whether on behalf of any of the Investors or otherwise) they shall be paid or deposited in the applicable account indicated in Section 10.3 hereof, until otherwise notified by the Agent or such Administrative Agent, as the case may be. The Transferor shall, to the extent permitted by law, pay to each Administrative Agent, for the benefit of itself and the Investors in its Related Group, upon demand, interest on all amounts owing to such Administrative Agent or such Investors not paid or deposited when due hereunder at a rate equal to 2% per annum plus the Base Rate. All computations of Discount, interest and all per annum fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. Any computations by an Administrative Agent of amounts payable by the Transferor hereunder to such Administrative Agent or any Investor in its Related Group shall be binding upon all parties hereto absent manifest error. All payments to be made by the Transferor or the Collection Agent hereunder or under any other Transaction Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. SECTION 2.11. Reports. (a) Investor Report. On or prior to the last Business Day of each month, the Collection Agent shall prepare and forward to the Agent and each Administrative Agent (i) an Investor Report as of the end of the last day of the immediately preceding month, (ii) a listing by Primary Payor of all Receivables together with an analysis as to the aging of such Receivables as of such last day, but only to the extent the Receivable Systems of the Collection Agent are able to generate such information, (iii) written confirmation that all payments in cash, by way of credits to intercompany accounts (in the case of purchases made by the Seller from any Transferring Affiliate) or by way of application of proceeds of advances made under the Subordinated Note (in the case of purchases made by the Transferor from the Seller) have been made by the Transferor under the Receivables Purchase Agreement or by the Seller under the Transferring Affiliate Letter, as applicable, in accordance with the respective terms of such agreement, (iv) a report specifying the aggregate Outstanding Balance of all Receivables for each of the Obligors representing the ten largest percentages of the aggregate Outstanding Balance of all Receivables, together with information on the agings of such Receivables, (v) confirmation that NMC continues to comply with its obligations with respect to the Retained Interest and such Retained Interest has not been sold or made subject to any credit risk mitigation or any hedge, in each case except to the extent permitted by the Securitisation Retention Requirements and (vi) such other information as the Agent or any Administrative Agent may reasonably request. (b) Cash Collections Report. On or prior to the date occurring forty-five (45) days after the last Business Day of each month, the Collection Agent shall prepare and forward to the Agent and each Administrative Agent a report specifying as of the last day of such month (i) the name of each Joint Venture for whom the proceeds of assets owned by such Joint Venture are 57

being deposited into a Special Account, (ii) the Special Accounts into which the proceeds of assets owned by a Joint Venture are being deposited and the names of any Transferring Affiliates using those Special Accounts, (iii) the aggregate amount of deposits made to any Special Account during such month and the portion of such deposits constituting proceeds of assets of such Joint Venture deposited during such month, (iv) any amounts remitted during such month to a Joint Venture directly and not to any Special Account that constitute assets of the Transferor, (v) in the case of any Special Account into which proceeds of assets of a Designated Joint Venture are being deposited, confirmation that the Standing JV Sweep Instructions have been implemented with respect to such Special Account and (vi) the name of any Joint Venture that was, but has ceased to be, a Designated Joint Venture. Information relating to any newly identified Joint Venture shall be included in such report promptly following the identification thereof, and in any event not later than the date occurring 45 days after the first remittance to any Special Account of proceeds of any asset owned by such Joint Venture. In the event any amounts owing to any Person that is neither the Seller, a Transferring Affiliate nor a Joint Venture, the Cash Collections Report shall in addition provide the foregoing information in respect of such Person. SECTION 2.12. Collection Account. The Agent shall maintain with a bank selected by the Agent (with the consent of each Administrative Agent) a segregated account (the “Collection Account”), in the Agent’s or the Transferor’s name and bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Agent, on behalf of the Investors; provided that the Agent may, in its discretion, elect to use the Concentration Account as the Collection Account. The Agent shall have the right to assume exclusive control over the Collection Account. If no Collection Agent Default, Termination Event or Potential Termination Event has occurred and is continuing, the Collection Agent shall remit daily within forty-eight hours of receipt to either the Concentration Account or an Intermediate Concentration Account all Collections received with respect to any Receivables in accordance with Section 5.3(h). During the continuance of a Collection Agent Default or a Termination Event or a Potential Termination Event, and at all times on and after the Termination Date, the Collection Agent shall remit daily within forty-eight hours of receipt to the Collection Account all Collections received with respect to any Receivables. Funds on deposit in the Collection Account (other than investment earnings) shall be invested by the Collection Agent (or, if the Agent has assumed exclusive control over the Collection Account, the Agent) in Eligible Investments that will mature so that such funds will be available prior to each Remittance Date following such investment. On each Remittance Date, such funds on deposit, together with all interest and earnings (net of losses and investment expenses) thereon, in the Collection Account shall be made available for application in accordance with the terms of Section 2.6 or otherwise for application toward payments required to be made hereunder (including Discount) by the Transferor. On the Final Collection Date, any funds remaining on deposit in the Collection Account shall be paid to the Transferor. SECTION 2.13. Sharing of Payments, Etc. If any Investor (for purposes of this Section only, being a “NPRBI”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of Transferred Interest owned by it (other than pursuant to Section 2.7, or Article VIII and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.5 or 2.6) in 58

excess of its ratable share of payments on account of Transferred Interest obtained by the Investors entitled thereto, such NPRBI shall forthwith purchase from the other Investors entitled to a share of such amount participations in the Transferred Interests owned by such other Investors the excess payment ratably with each such other Investor entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such NPRBI, such purchase from each such other Investor shall be rescinded and each such other Investor shall repay to the NPRBI the purchase price paid by such NPRBI for such participation to the extent of such recovery, together with an amount equal to such other Investor’s ratable share (according to the proportion of (a) the amount of such other Investor’s required payment to (b) the total amount so recovered from the NPRBI) of any interest or other amount paid or payable by the NPRBI in respect of the total amount so recovered. SECTION 2.14. Right of Setoff. Without in any way limiting the provisions of Section 2.13, each Investor is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of the Termination Date or during the continuance of a Potential Termination Event to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits (other than any deposits then being held in any Special Account maintained by an Investor as to which deposits the Investors waive their rights of set-off in respect of the Aggregate Unpaid) and any other indebtedness held or owing by any Investor to, or for the account of, the Transferor against the amount of the Aggregate Unpaids owing by the Transferor to such Investor or to the Agent or any Administrative Agent on behalf of such Investor (even if contingent or unmatured). SECTION 2.15. Addition and Removal of Transferring Affiliates. (a)(i) If (1) one or more direct or indirect wholly-owned Subsidiaries of FMCH (other than the Transferring Affiliates) now owned or hereafter acquired, is primarily engaged in the same business as is conducted on the date hereof by the Originating Entities or (2) FMCH reorganizes its corporate structure such that facilities generating Receivables on the date hereof (or acquired as contemplated by clause (1)) are owned by one or more additional direct or indirect wholly-owned Subsidiaries of FMCH, any or all of the wholly-owned Subsidiaries referred to in clauses (1) and (2) may become Transferring Affiliates under this Agreement, or (ii) if any existing Transferring Affiliate wishes to be removed as a party to the Transferring Affiliate Letter, FCMH may also remove such existing Transferring Affiliate from being a Transferring Affiliate under this Agreement, in each case if the following conditions precedent have been met: (x) each Administrative Agent shall have received (A) counterparts of the Transferring Affiliate Letter duly executed by such Subsidiary or Subsidiaries or outgoing Transferring Affiliate and (B) with respect to any such Subsidiary or Subsidiaries being added as Transferring Affiliates, the documents relating to such Subsidiary or Subsidiaries of the kind delivered by or on behalf of the Transferring Affiliates pursuant to Section 4.1, together, in the case of both (A) and (B), with such other instruments, documents and agreements as any Administrative Agent may reasonably request in connection therewith; and (y) each Administrative Agent shall have given prior written consent to such addition or removal in writing (which consent shall not be unreasonably 59

withheld or delayed), it being understood that each Administrative Agent (i) may take into account, among other things, in respect of such addition or removal: (1) the implications such action would have on the composition of and concentrations in the Receivables pool, (2) the impact such action would have on the characterization of transfers between Transferring Affiliates and the Seller or between the Seller and the Transferor, and (3) the risk that such action might give rise to commingling in any of the accounts to which Collections on the Receivables are remitted, and (ii) prior to providing such consent, shall have received such information as it shall have reasonably requested in connection with such addition or removal; and (z) after giving effect to such addition or removal, (i) the Percentage Factor shall not exceed the Maximum Percentage Factor and (ii) no Termination Event or Potential Termination Event shall then be continuing. Notwithstanding anything to the contrary in this Section 2.15(a), if any Existing Transferring Affiliate wishes to be removed as a party to the Transferring Affiliate Letter, such Existing Transferring Affiliate may be removed as a Transferring Affiliate under this Agreement and the Transferring Affiliate Letter if the following conditions have been met: (A) each Administrative Agent shall have received a Removal Supplement executed by such outgoing Transferring Affiliate, the Seller, and the Transferor and acknowledged by the Agent, together with such other instruments, documents and agreements as any Administrative Agent may reasonably request in connection therewith; and (B) the Transferor shall have delivered to each Administrative Agent and the Agent an Officer’s Certificate of the Collection Agent (each, an “Officer’s Certificate regarding the Removal of Transferring Affiliates”) on the date of such removal: (1) specifying the name of each Existing Transferring Affiliate being removed on such date; and (2) certifying that after giving effect to the removal of all Existing Transferring Affiliates being removed on such date, (i) the Percentage Factor shall not exceed the Maximum Percentage Factor, (ii) no Termination Event or Potential Termination Event shall then be continuing and (iii) the aggregate Outstanding Balance of all Receivables originated by the remaining Transferring Affiliates is at least $1,050,000,000. (b) Upon the addition or removal of any Transferring Affiliate pursuant to subsection (a) above, the provisions of this Agreement, including Exhibit Q, shall, without further act or documentation, be deemed amended, and in the case of any such Subsidiary being added as a Transferring Affiliate, to apply to any such entity to the same extent as the same apply 60

to the Transferring Affiliates as of the date hereof and the term “Transferring Affiliate” in this Agreement shall mean and refer to such entity as well as each then existing Transferring Affiliate. SECTION 2.16. Optional Repurchase of Transferred Interest. The Transferor may at any time at its option elect to repurchase the Transferred Interest on not less than sixty (60) days’ prior written notice to each Administrative Agent (a “Repurchase Notice”) specifying the date on which such repurchase shall occur (the “Repurchase Date”) and that such Repurchase Date shall be the Termination Date hereunder. By no later than 11:00 a.m. (New York time) on the Repurchase Date, the Transferor shall (a) pay to each Administrative Agent, for the account of the members of its Related Group, an amount (the “Repurchase Price”) equal to the sum of (i) the portion of the Net Investment funded by the Investors in such Related Group, (ii) all Discount accrued and to accrue thereon through the last day of the applicable Tranche Period(s) to which such Net Investment has been allocated and, (iii) the aggregate unpaid amount of all Reimbursement Obligations owing to the Bank Investors in such Related Group and (iv) all other Aggregate Unpaids owing to the members of such Related Group or any related Indemnified Party under the Transaction Documents accrued through the date of such payment and (b) pledge to the Agent for the benefit of all L/C Issuers cash in an aggregate amount sufficient to fully Cash-Collateralize all Letters of Credit then outstanding. The Repurchase Price payable with respect to any Related Group shall be calculated by the related Administrative Agent and notified to the Transferor, which calculation shall be conclusive and binding absent manifest error. By delivering a Repurchase Notice the Transferor shall be deemed to have designated the Repurchase Date as the “Termination Date” as contemplated by clause (i) of the definition of such term. SECTION 2.17. Letters of Credit. Upon the terms and subject to the conditions set forth herein, the Transferor may from time to time request that any specified Bank Investor to act as an L/C Issuer and issue or cause the issuance of one or more Letters of Credit for the account of the Transferor, and each such Bank Investor in its capacity as an L/C Issuer, subject to the satisfaction of the conditions precedent in Section 4.3, agrees to issue or cause the issuance of such Letters of Credit requested of it. Each Letter of Credit shall be issued by a single Bank Investor and any obligation to honor drawings thereunder shall be exclusively the obligation of such Bank Investor, without any requirement that any Investor purchase or assume any participation therein and without any obligation on the part of any other Investor to provide funding therefor. In requesting any Letter of Credit hereunder, due regard shall be given to maintaining to the extent practicable each Related Group’s RG Transferred Interest at a percentage level corresponding to such Related Group’s FL Ratable Share. The Transferor shall cause a Transfer to be made in support of the issuance of each Letter of Credit hereunder. Upon the issuance of a Letter of Credit, the RG Transferred Interests shall be recalculated to give effect to such issuance. 61

Notwithstanding anything to the contrary herein, neither Barclays nor any member of its Related Group shall be requested to act as an L/C Issuer or to provide a Letter of Credit by the Transferor. SECTION 2.18. Issuance and Modification of Letters of Credit. (a) In the case of any Letter of Credit, the Transferor and an L/C Issuer shall negotiate the terms and conditions on which such Letter of Credit shall be issued and, in connection therewith, the Transferor shall execute and deliver to such L/C Issuer a Letter of Credit Application if reasonably required by such L/C Issuer. A Letter of Credit hereunder may be issued on not less than three Business Days’ written notice to the Agent substantially in the form of Exhibit B hereto (an “L/C Issuance Notice”), accompanied by a copy of the Letter of Credit then being proposed for issuance. Each Letter of Credit shall be in form and substance satisfactory to the Agent. The Agent shall, promptly following its receipt of an L/C Issuance Notice, advise the Administrative Agents of such notice. (b) Each Letter of Credit shall, among other things, provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the L/C Issuer or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the L/C Issuer, as determined by the L/C Issuer. (c) During the period any Letter of Credit shall be outstanding, the Transferor shall pay to the applicable L/C Issuer such L/C Fees in respect thereof as shall have been agreed as between the Transferor and such L/C Issuer and approved by the Agent. The Agent shall not unreasonably withhold its consent to any L/C Fees that may have been agreed between the Transferor and any L/C Issuer. (d) The Agent shall at all times during the term of this Agreement maintain the L/C Collateral Account for use at any time that the Transferor is required to Cash-Collateralize any Letter of Credit then outstanding. (e) Notwithstanding anything herein to the contrary, an L/C Issuer shall not have any obligation to issue any Letter of Credit if: (i) any of the conditions set forth in Section 4.3 shall not have been satisfied or waived on the proposed date of issuance of such Letter of Credit; (ii) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing such Letter of Credit, or any law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C issuer is not otherwise compensated hereunder) not in effect on the 2013 Closing Date, or shall impose upon such L/C 62

Issuer any unreimbursed loss, cost or expense that was not applicable on the 2013 Closing Date and that such L/C Issuer in good faith deems material to it; (iii) the issuance of such Letter of Credit would violate any law or one or more policies of such L/C issuer applicable to letters of credit generally; or (iv) such Letter of Credit is to be denominated in a currency other than U.S. Dollars. (f) The Transferor and an L/C Issuer may at any time agree to amend, extend, renew or otherwise modify a Letter of Credit (each, an “L/C Modification”) then outstanding, provided that (i) written notice thereof substantially in the form of Exhibit C hereto (an “L/C Modification Notice”), accompanied by a copy of such L/C Modification, shall have been given to the Agent not less than three Business Days prior to the proposed effective date for such L/C Modification, (ii) such Letter of Credit, after giving effect to such L/C Modification, shall continue to be in form and substance satisfactory to the Agent, and (iii) the conditions set forth in Section 4.3 shall, as of the date of such L/C Modification, have been satisfied. The Agent shall, promptly following its receipt of an L/C Modification Notice, advise the Administrative Agents of such notice. An L/C Issuer shall not have any obligation to amend any Letter of Credit if such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or the beneficiary of such Letter of Credit does not accept the proposed L/C Modification to such Letter of Credit. SECTION 2.19. Disbursements and Reimbursements under Letters of Credit. (a) Upon receipt by an L/C Issuer of any request for a drawing conforming to the terms of a Letter of Credit issued by such L/C Issuer, (i) such L/C Issuer shall promptly so advise the Transferor, the Agent and each Administrative Agent, specifying in such notice the date (the “Drawing Date”) on which such L/C Issuer anticipates honoring such request for drawing and the amount of such drawing, and (ii) such L/C Issuer shall in accordance with its customs and practices relating to letters of credit make available to the applicable beneficiary under such Letter of Credit on such Drawing Date an amount in immediately available funds equal to the amount of such drawing. Each L/C Issuer shall at all times observe and comply with all laws, rules and applicable conventions pertaining to the issuance of, maintenance of, and honoring of presentments made under the Letters of Credit issued by it hereunder. Notwithstanding anything herein to the contrary, neither the Agent nor any Investor other than the Bank Investor that is the L/C Issuer in respect of any Letter of Credit shall have any responsibility for, or any obligation or liability in respect of, the compliance with any such laws, rules or conventions relating to such Letter of Credit or the performance of any obligations of the L/C Issuer under or in respect of such Letter of Credit. (b) The Transferor shall reimburse the applicable L/C Issuer prior to Noon, New York time, on each Drawing Date in an amount in immediately available funds equal to the amount being drawn on such Drawing Date under any Letter of Credit issued by such L/C Issuer (the related “Reimbursement Obligation”). In the event the Transferor shall fail to pay in full to any L/C Issuer any Reimbursement Obligation prior to Noon, New York time, on any Drawing Date, (i) such Reimbursement Obligation shall accrue interest (“RO Interest”) from such date until repaid in full at a per annum rate equal to the Base Rate and (ii) such L/C Issuer shall promptly, and in any event by not later than 3:00 p.m. (New York time), provide notice thereof (a 63

“Notice of Reimbursement Obligation”) to the Agent and each Administrative Agent, specifying therein the amount of such Reimbursement Obligation remaining unpaid. RO Interest shall be calculated for actual days elapsed on the basis of a 360-day year. Accrued and unpaid RO Interest shall be payable on each date the applicable Reimbursement Obligation is repaid, on the amount of such Reimbursement Obligation then being repaid. (c) A Notice of Reimbursement Obligation shall be deemed to constitute a Notice of Incremental Transfer (NI) issued under Section 2.2, contemplating a request for (i) a Transfer Date (the “RO Refinancing Date”) occurring one (1) Business Day following the related Drawing Date, (ii) a Transfer Price in the amount of such Reimbursement Obligation and (iii) an initial Tranche Period that is a CP Tranche Period. The Agent shall promptly advise each Administrative Agent of the allocation of the Transfer Price in respect of such Incremental Transfer (NI) based on the Incremental Transfer (NI) Ratable Share as of the RO Refinancing Date after giving effect to adjustments therein arising from the related Letter of Credit drawing and the anticipated reduction in Reimbursement Obligations on the RO Refinancing Date. Notwithstanding the foregoing, the Transferor may in accordance with Section 2.2 issue a Notice of Incremental Transfer (NI) contemplating a Transfer Price that, together with cash otherwise available as of the RO Refinancing Date, shall be sufficient to repay the Reimbursement Obligation in full and a Transfer Date that is the RO Refinancing Date, and, if timely issued, such Notice of Incremental Transfer (NI) shall supersede the deemed Notice of Incremental Transfer (NI) arising by reason of the Notice of Reimbursement Obligation. The funding by the Related Groups of any Incremental Transfer (NI) requested or deemed requested under this Section 2.19(c) shall be made in the manner described in Section 2.2, and shall be subject to the terms and conditions set forth therein and in Section 4.4. Proceeds of such Incremental Transfer (NI) shall be remitted to the applicable L/C Issuer for application to the related Reimbursement Obligation and the Agent shall thereupon recalculate the RG Transferred Interest upon giving effect to the repayment of such Reimbursement Obligation and the funding of such Incremental Transfer (NI). In the event an Incremental Transfer (NI) shall for any reason not occur on an RO Refinancing Date, the applicable Reimbursement Obligation shall remain outstanding until repaid in full in accordance with Section 2.5 or 2.6. SECTION 2.20. Documentation in connection with Letters of Credit. The Transferor agrees to be bound by the terms of each Letter of Credit Application and by each L/C Issuer’s interpretations of any Letter of Credit issued by such L/C Issuer for the Transferor and by such L/C Issuer’s written regulations and customary practices relating to letters of credit, though such L/C Issuer’s interpretation of such regulations and practices may be different from the Transferor’s own. In the event of a conflict between a Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct by an L/C Issuer, such L/C Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Transferor’s instructions or those contained in the Letters of Credit issued by such L/C Issuer or any modifications, amendments or supplements thereto. 64

SECTION 2.21. Determination to Honor Drawing Request under a Letter of Credit. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the applicable L/C Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they conform on their face to the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth. SECTION 2.22. Reimbursement Obligations. The obligations of the Transferor to reimburse such L/C Issuer upon a drawing under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Article II under all circumstances, including without regard to any of the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such L/C Issuer may have against the Agent, the Transferor, any Transferring Affiliate, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever; (ii) any lack of validity or enforceability of any Letter of Credit or any set-off, counterclaim, recoupment, defense or other right which the Transferor or a Transferring Affiliate on behalf of which a Letter of Credit has been issued may have against the Agent, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person for any reason whatsoever; (iii) any claim of breach of warranty that might be made by the Transferor, any Transferring Affiliate or any L/C Issuer against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which the Transferor, any Transferring Affiliate or any L/C Issuer may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), any L/C Issuer, the Agent, the Administrative Agents, the Bank Investors, the Conduit Investors or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Transferor or any Affiliates of the Transferor and the beneficiary for which any Letter of Credit was procured); (iv) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any statement 65

therein being untrue or inaccurate in any respect, even if the Agent, any Administrative Agent or the L/C Issuer has been notified thereof; (v) payment by an L/C Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of such L/C Issuer; (vi) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; (vii) any failure by an L/C Issuer or any of the L/C Issuer’s Affiliates to issue any Letter of Credit in the form requested by the Transferor, unless such L/C Issuer has received written notice from the Transferor of such failure within three Business Days after such L/C Issuer shall have furnished the Transferor a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; (viii) any Material Adverse Effect on the Transferor, any Transferring Affiliate or any Affiliates thereof; (ix)any breach of this Agreement or any Transaction Document by any party thereto; (x) the occurrence or continuance of an insolvency proceeding with respect to the Transferor, any Transferring Affiliate or any Affiliate thereof; (xi) the fact that a Termination Event or a Potential Termination Event shall have occurred and be continuing; (xii) the fact that this Agreement or the obligations of the Transferor or the Collection Agent hereunder shall have been terminated; and (xiii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. SECTION 2.23. Indemnity in connection with Letters of Credit. In addition to other amounts payable hereunder, the Transferor hereby agrees to protect, indemnify, pay and save harmless the Agent, each L/C Issuer and any of the L/C Issuer’s Affiliates that have issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, penalties, interest, judgments, losses, costs, charges and expenses (including Attorney Costs) which the Agent, any Administrative Agent, any L/C Issuer or any of their respective Affiliates may incur or be subject to as a consequence, direct or indirect, of the 66

issuance of any Letter of Credit, except to the extent resulting from (a) the gross negligence or willful misconduct of the party to be indemnified as determined by a final non-appealable judgment of a court of competent jurisdiction or (b) the wrongful dishonor by an L/C Issuer of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto governmental authority (all such acts or omissions herein called “Governmental Acts”). SECTION 2.24. Liability for Acts and Omissions in connection with Letters of Credit. As between the Transferor, on the one hand, and the Agent, the L/C Issuers, the Administrative Agents, the Bank Investors and the Conduit Investors on the other, the Transferor assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the respective beneficiaries of such Letter of Credit. In furtherance and not in limitation of the respective foregoing, none of the Agent, the L/C Issuers, the Administrative Agents, the Bank Investors or the Conduit Investors shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the applicable L/C Issuer or its Administrative Agent shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Transferor against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Transferor and any beneficiary of such Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex, facsimile or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) consequences arising from causes beyond the control of the Agent, the L/C Issuers, Administrative Agents, the Bank Investors and the Conduit Investors, including any the any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the L/C Issuers’ rights or powers hereunder. Nothing in the preceding sentence shall relieve any L/C Issuer from liability for its gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the Agent, the L/C Issuers, the Administrative Agents, the Bank Investors or the Conduit Investors or their respective Affiliates, be liable to the Transferor or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without 67

limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. Without limiting the generality of the foregoing, the L/C Issuers and each of their respective Affiliates (i) may rely on any written communication believed in good faith by such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by an L/C Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on any L/C Issuer or its respective Affiliates, in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by an L/C Issuer under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put such L/C Issuer under any resulting liability to the Transferor or any other Person. ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.1. Representations and Warranties of the Transferor. The Transferor represents and warrants to the Agent, each Administrative Agent and each Investor that: (a) Corporate Existence and Power. The Transferor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted. The Transferor is duly qualified to do business in, and is in good standing in, 68

every other jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. (b) Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Transferor of this Agreement, the Receivables Purchase Agreement, the Fee Letters, the Transfer Certificates, the Letter of Credit Applications and the other Transaction Documents to which the Transferor is a party are within the Transferor’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Official Body or official thereof (except as contemplated by Section 2.8 hereof), and do not contravene, or constitute a default under, any provision of applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation) or of the Certificate of Incorporation or Bylaws of the Transferor or of any agreement, judgment, injunction, order, writ, decree or other instrument binding upon the Transferor or result in the creation or imposition of any Adverse Claim on the assets of the Transferor or any of its Subsidiaries (except as contemplated by Section 2.8 hereof). (c) Binding Effect. Each of this Agreement, the Receivables Purchase Agreement, the Fee Letters, Letter of Credit Applications and the other Transaction Documents to which the Transferor is a party constitutes, the Transfer Certificate upon payment of the Transfer Price set forth therein will constitute the legal, valid and binding obligation of the Transferor, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally. (d) Perfection. Immediately preceding each Transfer hereunder, the Transferor shall be the owner of all of the Receivables, free and clear of all Adverse Claims. On or prior to each Transfer and each recomputation of the Transferred Interest, all financing statements and other documents required to be recorded or filed, or notices to Obligors to be given, in order to perfect and protect the Agent’s Transferred Interest against all creditors of and purchasers from the Transferor and the Seller will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (e) Accuracy of Information. All information heretofore furnished by the Transferor (including without limitation, the Investor Reports, the Cash Collections Reports, any reports delivered pursuant to Section 2.11 hereof and the Transferor’s financial statements) to any Investor, the Agent or any Administrative Agent for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Transferor to the any Investor, the Agent or any Administrative Agent will be, true and accurate in every material respect, on the date such information is stated or certified. (f) Tax Status. The Transferor has filed all tax returns (federal, state and local) required to be filed and has paid or made adequate provision for the payment of all taxes, assessments and other governmental charges. 69

(g) Action, Suits. Except as set forth in Exhibit H hereof, there are no actions, suits or proceedings pending, or to the knowledge of the Transferor threatened, in or before any court, arbitrator or other body, against or affecting (i) the Transferor or any of its properties or (ii) any Affiliate of the Transferor or its respective properties, which may, in the case of proceedings against or affecting any such Affiliate, individually or in the aggregate, have a Material Adverse Effect. (h) Use of Proceeds. No proceeds of any Transfer will (i) be used by the Transferor to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended or (ii) be used by the Transferor in any manner that will violate Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions. (i) Place of Business. The principal place of business and chief executive office of the Transferor are located at the address of the Transferor indicated in Section 10.3 hereof and the offices where the Transferor keeps substantially all its Records, are located at the address(es) described on Exhibit I or such other locations notified to each Administrative Agent in accordance with Section 2.8 hereof in jurisdictions where all action required by Section 2.8 hereof has been taken and completed. The principal place of business and chief executive office of each Originating Entity is located at the address of such Originating Entity indicated in Exhibit I hereof and the offices where the each Originating Entity keeps substantially all its Records are located at the address(es) specified on Exhibit I with respect to such Originating Entity or such other locations notified to each Administrative Agent in accordance with Section 2.8 hereof in jurisdictions where all action required by Section 2.8 hereof has been taken and completed. The jurisdiction of organization of each of the Seller and the Transferor is the State of Delaware. The jurisdiction of organization for each Transferring Affiliate is the state specified opposite such Transferring Affiliate’s name on Exhibit Q. (j) Good Title. Upon each Transfer and each recomputation of the Transferred Interest, the Agent shall acquire a valid and perfected first priority undivided percentage ownership interest to the extent of the Transferred Interest or a first priority perfected security interest in each Receivable that exists on the date of such Transfer and recomputation and in the Related Security and Collections with respect thereto free and clear of any Adverse Claim. (k) Tradenames, Etc. As of the date hereof: (i) the Transferor’s chief executive office is located at the address for notices set forth in Section 10.3 hereof; (ii) the Transferor has no subsidiaries or divisions; (iii) the Transferor has, within the last five (5) years, not operated under any tradename, and, within the last five (5) years, has not changed its name, merged with or into or consolidated with any other corporation or been the subject of any proceeding under Title 11, United States Code (Bankruptcy); and (iv) none of the Originating Entities has, within the last five (5) years, operated under any tradename other than Fresenius Medical Care North America or Spectra Renal Management or, within the last five (5) years, changed its name, merged with or into or consolidated with any other Person or been the subject of any proceeding under Title 11, United States Code (Bankruptcy), except in each case as described on Exhibit H. 70

(l) Nature of Receivables. Each Receivable treated by the Transferor or the Collection Agent as an Eligible Receivable (including, without limitation, in any Investor Report, Cash Collections Report or other report delivered pursuant to Section 2.11 hereof or in the calculation of the Net Receivables Balance) is in fact an Eligible Receivable. Without limiting the generality of the foregoing, no Receivable that is or has been treated as an Eligible Receivable for any purpose hereunder was originated by any Transferring Affiliate following the date it ceased to be a direct or indirect wholly-owned Subsidiary of FMCH. (m) Coverage Requirement; Amount of Receivables. The Percentage Factor does not exceed the Maximum Percentage Factor. (n) Credit and Collection Policy. Since September 30, 2012, there have been no material changes in the Credit and Collection Policy other than as permitted hereunder. Since such date, no material adverse change has occurred in the overall rate of collection of the Receivables. (o) Collections and Servicing. Since September 30, 2012, there has been no material adverse change in the ability of the Collection Agent (to the extent it is the Seller, the Transferor or any Subsidiary or Affiliate of any of the foregoing) to service and collect the Receivables. (p) No Termination Event. No event has occurred and is continuing and no condition exists which constitutes a Termination Event or a Potential Termination Event. (q) Not an Investment Company; Not a Covered Fund. The Transferor is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), or is exempt from all provisions of the 1940 Act. The Transferor is not a “covered fund” as defined in the Volcker Rule by reason of its reliance on Section 3(c)(5) of the 1940 Act for its exemption from being an investment company under the 1940 Act. (r) ERISA. Each of the Transferor and its ERISA Affiliates is in compliance in all material respects with ERISA and no lien exists in favor of the Pension Benefit Guaranty Corporation on any of the Receivables. (s) Special Account Banks, Intermediate Concentration Account Banks and Concentration Bank. The names and addresses of all the Special Account Banks (and, if applicable, the Designated Account Agent in respect thereof), the Intermediate Concentration Account Banks and the Concentration Account Bank, together with the account numbers of the Special Accounts at such Special Account Banks, the account numbers of the Intermediate Concentration Accounts at such Intermediate Concentration Account Banks and the account number of the Concentration Account of the Transferor at the Concentration Account Bank, are set forth on Schedule IV hereto (as such schedule may be updated from time to time in accordance with the terms hereof, the “Account Schedule”) (or at such other Special Account Banks, Intermediate Concentration Account Banks or Concentration Account Bank, with such other Special Accounts, Intermediate Concentration Accounts or Concentration Account or with 71

such other Designated Account Agents as have been notified to each Administrative Agent in accordance with Section 5.2(e)). The Account Schedule sets forth all depository accounts and locations to which Obligors are instructed to remit payments on the Receivables. This Agreement, together with the Concentration Account Agreement and the Intermediate Concentration Account Agreements, is effective to, and does, transfer to the Agent, for the benefit of the Investors, all right, title and interest of the Transferor in and to the Concentration Account and each Intermediate Concentration Account. The Transferor has not granted to any Person (other than the Agent under the Concentration Account Agreement and the Intermediate Concentration Account Agreements) dominion and control over the Concentration Account or any Intermediate Concentration Account, or the right to take dominion and control over the Concentration Account or any Intermediate Concentration Account at a future time or upon the occurrence of a future event; neither the Transferor nor any other Parent Group Member has granted to any Person dominion and control over any Special Account, or the right to take dominion or control over any Special Account at a future time or upon the occurrence of a future event; and the Concentration Account, each Intermediate Concentration Account and each Special Account is otherwise free and clear of any Adverse Clam. (t) Bulk Sales. No transaction contemplated hereby or by the Receivables Purchase Agreement requires compliance with any bulk sales act or similar law. (u) Transfers Under Receivables Purchase Agreement. With respect to each Receivable, and Related Security, if any, with respect thereto, originally owed to the Seller or acquired by the Seller from any Transferring Affiliate, the Transferor purchased such Receivable and Related Security from the Seller under the Receivables Purchase Agreement, such purchase was deemed to have been made on the date such Receivable was credited or acquired by the Seller and such purchase was made strictly in accordance with the terms of the Receivables Purchase Agreement. (v) Preference; Voidability (Receivables Purchase Agreement). The Transferor has given reasonably equivalent value to the Seller in consideration for each transfer to the Transferor of Receivables and Related Security from the Seller, and no such transfer has been made for or on account of an antecedent debt owed by the Seller to the Transferor and no such transfer is or may be voidable under any Section of the Bankruptcy Code. (w) Transfers by Transferring Affiliates. With respect to each Receivable, and Related Security, if any, with respect thereto, originally owed to any Transferring Affiliate, (i) the Seller purchased such Receivable and Related Security from such Transferring Affiliate under the Transferring Affiliate Letter, such purchase being deemed to have been made on the date such Receivable was created, (ii) by the last Business Day of the month following the month in which such purchase was so made, the Seller paid to the applicable Transferring Affiliate in cash or by way of a credit to such Transferring Affiliate in the appropriate intercompany account, an amount equal to the face amount of such Receivable (iii) the Seller settled from time to time each such credit, by way of payments in cash, or by way of credits in amounts equal to cash expended, obligations incurred or the value of services or property provided by or on behalf of the Seller, in each case for the benefit of such Transferring Affiliate, to the account of such Transferring Affiliate in accordance with the Seller’s and such Transferring Affiliate’s cash 72

management and accounting policies, and (iv) such Transferring Affiliate was at the time of the origination of such Receivable and remains a wholly-owned Subsidiary of FMCH. (x) Preference; Voidability (Transferring Affiliates). The Seller has given reasonably equivalent value to each Transferring Affiliate in consideration for each transfer to the Seller of Receivables and Related Security from such Transferring Affiliate, and no such transfer has been made for or on account of an antecedent debt owed by such Transferring Affiliate to the Seller and no such transfer is or may be voidable under any Section of the Bankruptcy Code. (y) Ownership. FME KGaA owns, directly or indirectly through a wholly-owned Subsidiary, all of the issued and outstanding common stock of (and such stock comprises more than 80.00% of the Voting Stock of) FMCH, free and clear of any Adverse Claim except to the extent such stock is pledged in connection with the FME KGaA Credit Facility or is subject to put/call agreements, forward agreements or other similar arrangements among FME KGaA and its subsidiaries. All of the issued and outstanding stock of each Originating Entity is owned directly or indirectly by FMCH, free and clear of any Adverse Claim except to the extent such stock is pledged in connection with the FME KGaA Credit Facility or is subject to put/call agreements, forward agreements or other similar arrangements among FME KGaA and its subsidiaries; provided, however, that FME KGaA may own directly or indirectly stock that is not Voting Stock in subsidiaries of FMCH. All of the issued and outstanding stock of the Transferor is owned by NMC, free and clear of any Adverse Claim. (z) Representations and Warranties of the Seller. Each of the representations and warranties of the Seller set forth in Section 3.1 of the Receivables Purchase Agreement are true and correct in all material respects and the Transferor hereby remakes all such representations and warranties for the benefit of the Agent, each of the Investors and each Administrative Agent. (aa) Letters of Credit. The Maximum Aggregate Face Amount does not exceed the Facility L/C Sublimit. (bb) Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. Policies and procedures have been implemented and maintained by or on behalf of each of the Seller Parties that are designed to achieve compliance by the Seller Parties and their respective Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, giving due regard to the nature of such Person’s business and activities, and each of the Seller Parties and their respective Subsidiaries and, to the knowledge of each of the Seller Parties, their respective officers, employees, directors and agents acting in any capacity in connection with or directly benefitting from the securitization facility established hereby, are in compliance, in each case in all material respects, with (i) Anti-Corruption Laws, except for the matters described on Exhibit H, and (ii) Anti-Terrorism Laws and (iii) applicable Sanctions. None of (a) the Seller Parties or any of their respective Subsidiaries or, to the knowledge of the Seller Parties, as applicable, any of their respective directors, officers, employees, or agents that will act in any capacity in connection with or directly benefit from the securitization facility established hereby, is a Sanctioned Person, and (b) the Seller Parties nor any 73

of their respective Subsidiaries is organized or resident in a Sanctioned Country. No Transfer, issuance of any Letter of Credit or use of proceeds of any of the foregoing by any Seller Party has in any manner given rise to a violation of Anti-Corruption Laws, Anti-Terrorism Laws or applicable Sanctions. (cc) Joint Ventures. Each Joint Venture in existence on the date hereof (i) has been omitted from the list of Transferring Affiliates in each Investor Report following its creation or conversion into a Joint Venture, as applicable, and (ii) has been identified on the most recent Cash Collections Report as a “Joint Venture” (or in the case of any newly identified Joint Venture, in a Cash Collections Report to be delivered to Investors within 45 days after the date the proceeds of any asset owned by such Joint Venture shall first be remitted to a Special Account). (dd) Beneficial Ownership. As of the Effective Date, the Transferor is an entity that is (1) not a bank, (2) organized under the laws of State of Delaware, (3) an indirect, wholly-owned subsidiary of FME KGaA, whose common stock is listed on the New York Stock Exchange or the American Stock Exchange or has been designated as a NASDAQ National Market Security listed on the NASDAQ stock exchange and (4) excluded on the basis (1)-(3) of this clause (dd) from the definition of Legal Entity Customer as defined in the Beneficial Ownership Rule. Any document, instrument, certificate or notice delivered by the Transferor to any Conduit Investor, Administrative Agent or the Agent hereunder shall be deemed a representation and warranty by the Transferor. SECTION 3.2. Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a), Section 2.5 or Section 2.19 hereof, shall be deemed to have certified that all representations and warranties described in Section 3.1 hereof are correct on and as of such day as though made on and as of such day. Each Incremental Transfer shall be subject to the further condition precedent that, prior to the date of such Incremental Transfer the Collection Agent shall have delivered to the Agent and each Administrative Agent, in form and substance satisfactory to the Agent and each Administrative Agent, a completed Investor Report dated within ten (10) days prior to the date of such Incremental Transfer, together with a listing by Primary Payor of all Receivables, and such additional information as may be reasonably requested by any Administrative Agent or the Agent, and the Transferor shall be deemed to have represented and warranted that such condition precedent has been satisfied. SECTION 3.3. Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants to the Agent, each Administrative Agent and each of the Investors that: (a) Corporate Existence and Power. The Collection Agent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate power and all material governmental licenses, 74

authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted. The Collection Agent is duly qualified to do business in, and is in good standing in, every other jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. (b) Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by the Collection Agent of this Agreement are within the Collection Agent’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Official Body or official thereof, and do not contravene, or constitute a default under, any provision of applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation) or of the Certificate of Incorporation or Bylaws of the Collection Agent or of any agreement, judgment, injunction, order, writ, decree or other instrument binding upon the Collection Agent or result in the creation or imposition of any Adverse Claim on the assets of the Collection Agent or any of its Subsidiaries. (c) Binding Effect. This Agreement constitutes the legal, valid and binding obligation of the Collection Agent, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors. (d) Accuracy of Information. All information heretofore furnished by the Collection Agent to the Agent, any Investor or any Administrative Agent for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Collection Agent to the Agent, any Investor or any Administrative Agent will be, true and accurate in every material respect, on the date such information is stated or certified. (e) Action, Suits. Except as set forth in Exhibit H, there are no actions, suits or proceedings pending, or to the knowledge of the Collection Agent threatened, against or affecting the Collection Agent or any Affiliate of the Collection Agent or their respect properties, in or before any court, arbitrator or other body, which may, individually or in the aggregate, have a Material Adverse Effect. (f) Nature of Receivables. Each Receivable treated by the Transferor or the Collection Agent as an Eligible Receivable (including, without limitation, in any Investor Report, Cash Collections Report or other report delivered pursuant to Section 2.11 hereof or in the calculation of the Net Receivables Balance) is in fact an Eligible Receivable. Without limiting the generality of the foregoing, no Receivable that is or has been treated as an Eligible Receivable for any purpose hereunder was originated by any Transferring Affiliate following the date it ceased to be a direct or indirect wholly-owned Subsidiary of FMCH. (g) Amount of Receivables. The Percentage Factor does not exceed the Maximum Percentage Factor. 75

(h) Credit and Collection Policy. Since September 30, 2012, there have been no material changes in the Credit and Collection Policy other than as permitted hereunder. Since such date, no material adverse change has occurred in the overall rate of collection of the Receivables. (i) Collections and Servicing. Since September 30, 2012, there has been no material adverse change in the ability of the Collection Agent to service and collect the Receivables. (j) Not an Investment Company. The Collection Agent is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is exempt from all provisions of such Act. (k) Special Accounts, Intermediate Concentration Accounts and Concentration Account. The names and addresses of all the Special Account Banks (and, if applicable, the Designated Account Agent in respect thereof), the Intermediate Concentration Account Banks and the Concentration Account Bank, together with the account numbers of the Special Accounts at such Special Account Banks, the Intermediate Concentration Accounts at such Intermediate Concentration Account Banks and the account number of the Concentration Account of the Transferor at the Concentration Account Bank, are specified in the Account Schedule (or at such other Special Account Banks, Intermediate Concentration Account Banks or Concentration Account Bank, with such other Special Accounts, Intermediate Concentration Accounts or Concentration Account or with such other Designated Account Agents as have been notified to the Agent in accordance with Section 5.2(e)). (l) Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. Policies and procedures have been implemented and maintained by or on behalf of each of the Originating Entities that are designed to achieve compliance by the Originating Entities and their respective Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, giving due regard to the nature of such Person’s business and activities, and each of the Originating Entities and their respective Subsidiaries and, to the knowledge of each of the Originating Entities, their respective officers, employees, directors and agents acting in any capacity in connection with or directly benefitting from the securitization facility established hereby, are in compliance, in each case in all material respects, with (i) Anti-Corruption Laws, except for the matters described on Exhibit H, and (ii) Anti-Terrorism Laws and (iii) applicable Sanctions. None of (a) the Originating Entities or any of their respective Subsidiaries or, to the knowledge of the Originating Entities, as applicable, any of their respective directors, officers, employees, or agents that will act in any capacity in connection with or directly benefit from the securitization facility established hereby, is a Sanctioned Person, and (b) the Originating Entities nor any of their respective Subsidiaries is organized or resident in a Sanctioned Country. No Transfer or use of proceeds thereof by any Originating Entity has in any manner given rise to a violation of Anti-Corruption Laws, Anti-Terrorism Laws or applicable Sanctions. 76

ARTICLE IV CONDITIONS PRECEDENT SECTION 4.1. Conditions to Closing. The effectiveness of this Agreement shall be subject to the conditions precedent that (i) all fees required to be paid on or prior to the date hereof pursuant to the Fee Letters or the separate renewal or up-front fee letters entered into between the Transferor and the respective Administrative Agents shall have been paid in full and (ii) each Administrative Agent (or, in the case of clause (n) below, the Administrative Agent(s) for the relevant Conduit Investor(s)) shall have received the following documents, instruments and agreements all of which shall be in a form and substance acceptable to each Administrative Agent: (a) A copy of the resolutions of the Board of Directors of the Transferor certified by its Secretary approving the execution, delivery and performance by the Transferor of this Agreement, the Receivables Purchase Agreement and the other Transaction Documents to be delivered by the Transferor hereunder or thereunder. (b) A copy of the resolutions of the Board of Directors of the Collection Agent certified by its Secretary approving the execution, delivery and performance by the Collection Agent of this Agreement and the other Transaction Documents to be delivered by the Collection Agent hereunder or thereunder. (c) The Certificates of Incorporation of the Transferor certified by the Secretary of the Transferor dated the Effective Date. (d) The Certificate of Incorporation of the Collection Agent certified by the Secretary of the Collection Agent dated the Effective Date. (e) A Good Standing Certificate for the Transferor issued by the Secretary of State or a similar official of the Transferor’s jurisdiction of incorporation and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated a date reasonably prior to the Effective Date. (f) A Good Standing Certificate for the Collection Agent issued by the Secretary of State or a similar official of the Collection Agent’s jurisdiction of incorporation and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction when such qualification is material to the transactions contemplated by this Agreement and the Receivables Purchase Agreement and the other Transaction Documents, in each case, dated a date reasonably prior to the Effective Date. (g) A Certificate of the Secretary of the Transferor substantially in the form of Exhibit L attached hereto. 77

(h) A Certificate of the Secretary of the Collection Agent substantially in the form of Exhibit L attached hereto. (i) If requested by the Agent, copies of proper financing statements (Form UCC-1), dated a date reasonably near to the Effective Date naming the Transferor as the debtor in favor of the Agent, for the benefit of the Investors, as the secured party or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s undivided percentage interest in all Receivables and the Related Security and Collections relating thereto. (j) An opinion of Douglas G. Kott,Karen A. Gledhill, Senior Vice President/Deputy General Counsel for FMCH, NMC and each Transferring Affiliate, acting as counsel to FMCH, the Transferor, the Collection Agent and the Originating Entities. (k) An opinion of Arent Fox LLP counsel to FME KGaA, FMCH, the Transferor and the Seller, covering certain bankruptcy and general corporate matters. (l) An opinion of counsel relating to certain matters under German law in form and substance reasonably acceptable to the Agent. (m) (l) An executed copy of this Agreement and the Investor Fee Letter. (n) (m) An amendment to the Transferring Affiliate Letter, an amendment the Receivables Purchase Agreement and an amendment to the Parent Agreement, in the respective forms attached hereto as Exhibit P, duly executed and delivered by each of the parties thereto (and each of the parties hereto, by its execution of this Agreement, hereby consents to such execution and delivery). (o) (n) To the extent requested by any Conduit Investor, confirmation from each Rating Agency rating the Commercial Paper of such Conduit Investor or its Related CP Issuer that the execution and delivery of this Agreement and the transactions contemplated hereby will not result in the reduction or withdrawal of the then current rating of the Commercial Paper issued by such Conduit Investor or its Related CP Issuer. (p) (o) A Certificate of the Collection Agent certifying therein (i) true and correct copies of the forms of Contracts, (ii) a true and correct copy of the Credit and Collection Policy, (iii) a true and correct copy of the Account Schedule, and (iv) a true and correct copy of the FI/MAC Schedule. (q) (p) An Investor Report dated as of the end of the last day of September 2014October 2018. (r) (q) A Cash Collections Report dated as of the end of the last day of September 2014October 2018. 78

(s) (r) A waiver and consent, dated as of the Effective Date, duly executed and delivered by each of the parties thereto. (t) (s) Such other documents, instruments, certificates and opinions as the Agent or any Administrative Agent shall reasonably request including each of the documents, instruments, certificates and opinion identified on the List of Closing Documents attached hereto as Exhibit S. (u) (t) Documentation satisfactory to the Agent evidencing that Standing JV Sweep Procedures shall have been fully implemented and are then in operation in respect of AKDHC (including Bio-Medical Applications of Arizona, LLC, Renal Care Group of Arizona, LLC and Renal Dimensions, LLC) and Bio-Medical Applications of San Antonio, LLC, each a Designated Joint Venture. SECTION 4.2. Conditions to Funding an Incremental Transfer (NI). It shall be a condition precedent to the funding of each Incremental Transfer (NI) (other than an Incremental Transfer (NI) of the type contemplated in Section 4.4 below) that: (a) after giving effect to the payment to the Transferor of the applicable Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor; (b) the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related thereto; (c) an Investor Report shall have been delivered prior to such Incremental Transfer (NI) as required by Section 3.2 hereof; and (d) in the case of any Incremental Transfer (NI) to be funded by the Bank Investors in any Related Group, either (x) such Bank Investors shall have previously accepted the assignment by the related Conduit Investor of all of its interest in the Affected Assets or (y) such Conduit Investor shall have had an opportunity to direct that such assignment occur on or prior to giving effect to such Incremental Transfer. Acceptance of the proceeds of such funding shall be deemed to be a representation and warranty by the Transferor that each of the statements made in clauses (a), (b) and (c) above is then true. SECTION 4.3. Conditions to Issuing and Modifying a Letter of Credit and an Incremental Transfer (L/C). It shall be a condition precedent to the issuance of a Letter of Credit in connection with each Incremental Transfer (L/C) and to any L/C Modification that: (a) after giving effect to the issuance of such Letter of Credit or such L/C Modification, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed 79

the Facility Limit, (ii) the Percentage Factor would not exceed the Maximum Percentage Factor, (iii) the Net Investment and Letter of Credit Obligations of the Bank Investor that is the L/C Issuer in respect of such Letter of Credit would not exceed such Bank Investor’s Commitment; (iv) the aggregate Net Investment and Letter of Credit Obligations of such Bank Investor’s Related Group would not exceed the applicable Related Group Limit and (v) the Maximum Aggregate Face Amount of all Letters of Credit then outstanding would not exceed the Facility L/C Sublimit; (b) the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Incremental Transfer (L/C) and the issuance of the Letter of Credit related thereto or such L/C Modification, as applicable; (c) an Investor Report shall have been delivered prior to such Incremental Transfer (L/C) as required by Section 3.2 hereof; (d) (i) such Letter of Credit shall be in form and substance satisfactory to the applicable L/C Issuer and the Agent, and (ii) the Transferor shall have satisfied all conditions required by such L/C Issuer in connection with the issuance of such Letter of Credit, including the payment of all fronting, issuing and confirming fees due on or prior to the date of issuance thereof; and (e) on issuance or after giving effect to such L/C Modification, as applicable, the expiry date of such Letter of Credit (including any scheduled or permitted extension thereof as contemplated in such Letter of Credit) shall not be later than (1) the earlier to occur of (i) the date that is three years after the issuance thereof and (ii) the date that is one year after the Commitment Termination Date. or (2) in the case of any ESCO Letter of Credit, the date that is three years after the Commitment Termination Date provided that the L/C Fee shall increase to 1.75% per annum for the period from the Commitment Termination Date to the expiry date of such ESCO Letter of Credit. Acceptance of such Letter of Credit or an L/C Modification shall be deemed to be a representation and warranty by the Transferor that each of the statements made in clauses (a), (b), (c) and (e) above is then true. SECTION 4.4. Conditions to Funding an Incremental Transfer (NI) (Reimbursement Obligations). It shall be a condition precedent to the funding of each Incremental Transfer (NI) the proceeds of which will be applied to any Reimbursement Obligation as contemplated in Section 2.19(c) that, after giving effect to such funding and the application of the proceeds thereof to such Reimbursement Obligation, (i) the sum of the Net Investment plus Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor. The application of proceeds of funding to any Reimbursement Obligations shall be deemed to be a representation and warranty by the Transferor that each of the statements made in clauses (i) and (ii) above is then true. 80

ARTICLE V COVENANTS SECTION 5.1. Affirmative Covenants of Transferor. At all times from the date hereof to the later to occur of (i) the Termination Date and (ii) the Final Collection Date, unless each Administrative Agent shall otherwise consent in writing: (a) Financial Reporting. The Transferor will, and will cause the Seller and each of the Transferring Affiliates to, maintain, for itself and each of its respective Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish to each Administrative Agent: (i) Annual Reporting. As soon as available, but in any event within ninety-five (95) days after the end of each fiscal year of the Transferor, financial statements for the Transferor, including a balance sheet as of the end of such period, the related statement of income, retained earnings, shareholders’ equity and cash flows for such year prepared by the Transferor in accordance with GAAP, all certified by one of its officers. (ii) Quarterly Reporting. As soon as available, but in any event within fifty (50) days after the end of each of the first three quarterly periods of the Transferor’s fiscal years, financial statements for the Transferor, including a balance sheet as at the close of each such period and a related statement of income and retained earnings for the period from the beginning of such fiscal year to the end of such quarter, all certified by one of its officers. In the case of each of the financial statements required to be delivered under clause (i) or (ii) above, such financial statement shall set forth in comparative form the figures for the corresponding period or periods of the preceding fiscal year or the portion of the fiscal year ending with such period, as applicable, in each case subject to normal recurring year-end audit adjustments. Each such financial statement shall be prepared in accordance with GAAP consistently applied except as otherwise stated therein. (iii) Compliance Certification. Together with the financial statements required hereunder, a compliance certificate signed by the Transferor’s chief executive officer or its senior financial officer stating that (x) the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the Transferor and (y) to the best of such Person’s knowledge, no Termination Event or Potential Termination Event exists, or if any Termination Event or Potential Termination Event exists, stating the nature and status thereof. In addition, each Investor Report delivered hereunder shall include a certification by the Transferor’s chief executive officer or senior financial officer stating that such Person has reviewed such Investor Report and the information upon which such Investor Report was based and, based on such review, such Person has concluded that (1) the calculation of the Net Receivables Balance by the Collection Agent in such Investor Report is accurate and complete in all material respects, 81

(2) the calculation of the aggregate unpaid amount of Reimbursement Obligations by the Collection Agent in such Investor Report is accurate and complete in all material respects and (3) such Investor Report is otherwise accurate and complete in all material respects. (iv) Notice of Termination Events or Potential Termination Events. As soon as possible and in any event within two (2) days (or the next Business Day thereafter if such day is not a Business Day) after the occurrence of each Termination Event or each Potential Termination Event, a statement of the chief executive officer or the senior financial officer of the Transferor setting forth details of such Termination Event or Potential Termination Event and the action which the Transferor proposes to take with respect thereto. (v) Change in Credit and Collection Policy and Debt Ratings. Within ten (10) days after the date any material change in or amendment to the Credit and Collection Policy is made, a copy of the Credit and Collection Policy then in effect indicating such change or amendment and, on the date of any change in the debt ratings of FME KGaA, written notice of such change. (vi) Credit and Collection Policy. On an annual basis, at least 30 days prior to the Commitment Termination Date, a complete copy of the Credit and Collection Policy then in effect, together with a summary of any material changes from the most recent Credit and Collection Policy delivered to the Administrative Agents pursuant to Section 4.1(op) or this Section 5.1(a). (vii) ERISA. Promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event (as defined in Article IV of ERISA) which the Transferor, the Seller or any ERISA Affiliate of the Transferor or the Seller files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Transferor, the Seller or any ERISA Affiliates of the Transferor or the Seller receives from the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor. (viii) Notices under Transaction Documents. Forthwith upon its receipt thereof, a copy of each notice, report, financial statement, certification, request for amendment, directive, consent, waiver or other modification or any other writing issued under or in connection with any other Transaction Document by any party thereto (including, without limitation, by the Transferor). (ix) Investigations and Proceedings. Unless prohibited by either (i) the terms of the subpoena, request for information or other document referred to below, (ii) law (including, without limitation, rules and regulations) or (iii) restrictions imposed by the U.S. federal or state government or any agency or instrumentality thereof and subject to the execution by the applicable Administrative Agent of a confidentiality agreement in form and substance satisfactory to both the Transferor and such Administrative Agent, as soon as possible and in any event (A) within three Business Days after the Transferor (or within five Business Days after any Originating Entity) receives any subpoena, request for 82

information, or any other document relating to any possible violation by the Transferor or any Originating Entity of, or failure by the Transferor or any Originating Entity to comply with, any rule, regulation or statute from HHS or any other governmental agency or instrumentality, notice of such receipt and, if requested by the Agent, the information contained in, or copies of, such subpoena, request or other document, and (B) periodic updates and other management reports relating to the subpoenas, requests for information and other documents referred to in clause (A) above as may be reasonably requested by any Administrative Agent unless such updates or requests could reasonably be deemed a contravention or waiver of any available claim of legal privilege, or would otherwise materially impair available defenses, of the Transferor or any Originating Entity. (x) Appointment or Removal of Independent Director. The decision to appoint a new director of the Transferor as the “Independent Director” for purposes of this Agreement, or to remove any such director, such notice to be issued not less than ten (10) days prior to the effective date of such appointment or removal and, in the case of an appointment, to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director.” (xi) Converted Transferring Affiliates. Promptly following, and in any event not later than the date the first Investor Report shall be due following the date any Transferring Affiliate ceases to be a wholly-owned Subsidiary of the Seller, an Investor Report omitting the name of such Transferring Affiliate and reflecting the removal of any Receivables originated by such Transferring Affiliate from the Net Receivables Balance from the date that such Transferring Affiliated ceased to be a wholly-owned Subsidiary of FMCH. (xii) Other Information. Such other information (including non-financial information) as the Agent or any Administrative Agent may from time to time reasonably request with respect to the Seller, the Transferor, any party to the Parent Agreement, any Transferring Affiliate or any Subsidiary of any of the foregoing. (xiii) GAAP. For the avoidance of doubt, any adoption of IFRS accounting by FME KGaA pursuant to Section 6(c) of the Parent Agreement shall not affect the ability of any U.S. Subsidiary of FME KGaA to satisfy its obligations under Sections 5.1(a)(i) and (ii) by delivering financial statements prepared in accordance with generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such accounting profession, which are in effect in the United States as of the date of this Agreement. (b) Conduct of Business. The Transferor (i) will carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated, validly existing and in good standing as a domestic corporation in its jurisdiction of incorporation and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted 83

and (ii) will cause each Originating Entity to do each of the foregoing in respect of such Originating Entity; provided, however, that the Transferor shall not be required to cause any Terminated Transferring Affiliate (DT) to carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently or had conducted.. (c) Compliance with Laws. The Transferor will, and will cause each Originating Entity to, comply with all laws, rules and regulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), and all orders, writs, judgments, injunctions, decrees or awards to which it or its respective properties may be subject. (d) Furnishing of Information and Inspection of Records. The Transferor will, and will cause each Originating Entity to, furnish to each Administrative Agent from time to time such information with respect to the Receivables as such Administrative Agent may reasonably request, including, without limitation, listings identifying the Obligor and the Outstanding Balance for each Receivable. The Transferor will, and will cause each Originating Entity to, at any time and from time to time during regular business hours permit any Administrative Agent, or its agents or representatives, (i) to examine and make copies of and take abstracts from Records and (ii) to visit the offices and properties of the Transferor or such Originating Entity, as applicable, for the purpose of examining such Records, and to discuss matters relating to Receivables or the Transferor’s or such Originating Entity’s performance hereunder and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Transferor or such Originating Entity, as applicable, having knowledge of such matters. (e) Keeping of Records and Books of Account. The Transferor will, and will cause each Originating Entity to, maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Transferor will, and will cause each Originating Entity to, give each Administrative Agent notice of any material change in the administrative and operating procedures of the Transferor or such Originating Entity, as applicable, referred to in the previous sentence. (f) Performance and Compliance with Receivables and Contracts. The Transferor, at its expense, will, and will cause each Originating Entity to, timely and fully perform and comply with all material provisions, covenant and other promises required to be observed by the Transferor or such Originating Entity under the Contracts related to the Receivables. (g) Credit and Collection Policies. The Transferor will, and will cause each Originating Entity to, comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. 84

(h) Special Accounts; Intermediate Concentration Accounts; Concentration Account. The Transferor shall (i) cause each Originating Entity to establish and maintain Special Accounts with Special Account Banks, or to engage a Designated Account Agent to maintain a Special Account with a Special Account Bank on its behalf, (ii) instruct, and cause each Originating Entity to instruct, all Obligors to cause all collections to be deposited directly into a Special Account, (iii) report, and cause each Originating Entity to report, on each banking day to the Concentration Account Bank, the amount of all Collections on deposit on such banking day in the Special Accounts at each Special Account Bank or, if an Intermediate Concentration Account has been established at such Special Account Bank, the amount of all Collections on deposit on such banking day in such Intermediate Concentration Account, (iv) establish and maintain a Concentration Account with the Concentration Account Bank, (v) instruct, and cause each Originating Entity to instruct (or to cause the applicable Designated Account Agent to instruct), each Special Account Bank to transfer to the Concentration Account or an Intermediate Concentration Account prior to the close of business on such banking day all Collections on deposit during such banking day in the Special Accounts at such Special Account Bank, (vi) instruct each Intermediate Concentration Account Bank to transfer to the Concentration Account prior to the close of business on such banking day all Collections on deposit during such banking day in the Intermediate Concentration Accounts at such Intermediate Concentration Account Banks and (vii) instruct the Concentration Account Bank to give to each Special Account Bank on each banking day notice to transfer to the Concentration Account all Collections on deposit during such banking day in the Special Accounts at such Special Account Bank (or, if an Intermediate Concentration Account has been established at such Special Account Bank, in the Intermediate Concentration Account at such Special Account Bank); provided, however, that if the Collections on deposit in any Special Account during such banking day shall be less than $20,000.00 (the “Minimum Amount”), the Special Account Bank shall transfer such Collections to the Concentration Account or the applicable Intermediate Concentration Account on the next succeeding banking day on which Collections in such Special Account first exceed the Minimum Amount. (i) Collections Received. The Transferor shall, and shall cause each Originating Entity to, segregate and hold in trust, and deposit, immediately, but in any event not later than the day that occurs forty-eight (48) hours thereafter (or, if such day is not a Business Day, the next Business Day) after its receipt thereof, to either the Intermediate Concentration Account or the Concentration Account all Collections received from time to time by the Transferor or such Originating Entity, as the case may be. (j) Sale Treatment. The Transferor will not, and will not permit any Originating Entity to, account for (including for accounting and tax purposes), or otherwise treat, the transactions contemplated by the Receivables Purchase Agreement, the Transferring Affiliate Letter in any manner other than as a sale of Receivables by the applicable Originating Entity to the Seller or Transferor, as applicable. In addition, the Transferor shall, and shall cause each Originating Entity to, disclose (in a footnote or otherwise) in all of its respective financial statements (including any such financial statements consolidated with any other Persons’ financial statements) the existence and nature of the transaction contemplated hereby, by the Receivables Purchase Agreement and by the Transferring Affiliate Letter, and the interest of the Transferor (in 85

the case of the Seller’s financial statements), and the Agent, on behalf of the Investors, in the Affected Assets. (k) Separate Business. The Transferor shall at all times (a) to the extent the Transferor’s office is located in the offices of any Parent Group Member, pay fair market rent for its executive office space located in the offices of such Parent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the Transferor’s books, financial statements, accounting records and other corporate documents and records separate from those of any Parent Group Member or any other entity, (d) not commingle the Transferor’s assets with those of any Parent Group Member or any other entity, (e) act solely in its corporate name and through its own authorized officers and agents, (f) make investments directly or by brokers engaged and paid by the Transferor its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (g) separately manage the Transferor’s liabilities from those of the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (h) pay from the Transferor’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of any Parent Group Member, (iii) not lend funds or extend credit to any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of any Parent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not indicated by any controlling entity. The Transferor shall not engage in any business not permitted by its Certificate of Incorporation as in effect on the 2013 Closing Date. The Transferor shall maintain its Certificate of Incorporation and By-Laws in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(r) of this Agreement; and (2) its Certificate of Incorporation, at all times that this Agreement is in effect, provides for not less than ten (10) days’ prior written notice to each Administrative Agent of the removal, replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to any such replacement or appointment that each Administrative Agent shall have determined in its reasonable judgment acting in good faith that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”. The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox LLP, as counsel for the Transferor, in connection with the Effective 86

Date and relating to “non-consolidation” issues and “true sale” issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times. (l) Corporate Documents. The Transferor shall only amend, alter, change or repeal any provision of the Third, Fifth, Seventh, Tenth, Eleventh or Twelfth Article of its Certificate of Incorporation with the prior written consent of each Administrative Agent. (m) Payment to the Originating Entities. With respect to any Receivable purchased by the Transferor from the Seller, such sale shall be effected under, and in strict compliance with the terms of, the Receivables Purchase Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to the Seller by the Transferor in respect of the purchase price for such Receivable. With respect to any Receivable purchased by the Seller from any Transferring Affiliate, the Transferor shall cause such sale to be effected under, and in strict compliance with the terms of, the Transferring Affiliate Letter, including, without limitation, the terms relating to the amount and timing of payments to be made to each Transferring Affiliate in respect of the purchase price for such Receivable. (n) Performance and Enforcement of the Receivables Purchase Agreement, etc. The Transferor shall timely perform the obligations required to be performed by the Transferor, and shall vigorously enforce the rights and remedies accorded to the Transferor, under the Receivables Purchase Agreement. The Transferor shall cause the Seller to timely perform the obligations required to be performed by the Seller, and shall cause the Seller to vigorously enforce the rights and remedies accorded to the Seller, under the Transferring Affiliate Letter. The Transferor shall take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agent, each Administrative Agent and each of the Investors, as assignees of the Transferor) under the Receivables Purchase Agreement as any Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Purchase Agreement. The Transferor shall cause the Seller to take all actions to perfect and enforce the Seller’s rights and interests (and the rights and interests of the Transferor, the Agent, the Administrative Agent and each of the Investors, as assignees of the Seller) under the Transferring Affiliate Letter as any Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Transferring Affiliate Letter. (o) Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. Policies and procedures will be maintained and enforced by or on behalf of the Transferor that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance, in the reasonable judgment of the Transferor, by the Transferor and its directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, in each case giving due regard to the nature of the Transferor’s business and activities. (p) Joint Ventures. The Agent may, at any time in respect of any Joint Venture, take such action as it deems reasonably necessary or advisable to preserve and protect the interests of the Investors hereunder, including, without limitation, (i) with respect to any Joint Venture, requesting supplemental information in respect of historical and anticipated cash flows in 87

the Special Accounts that will continue to be used by such Joint Venture and (ii) with respect to any Joint Venture that is not a Designated Joint Venture, the implementation of Standing JV Sweep Procedures, and the Transferor shall forthwith honor any such request upon its receipt of written notice thereof from the Agent. (q) Standing JV Sweep Procedures. Within 30 days of being identified as a Designated Joint Venture, the Transferor shall implement Standing JV Sweep Procedures in respect of any Special Accounts to which collections on assets of any Designated Joint Venture may be remitted. (r) Delivery of German Legal Opinion. On or before December 31, 2014Beneficial Ownership Rule. Promptly following any change that would result in a change to the status of the Transferor as an excluded “Legal Entity Customer” under the Beneficial Ownership Rule, the Transferor shall execute and deliver to the Agent and the Administrative Agents an opinion counsel relating to certain matters under German law Agent a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Rule, in form and substance reasonably acceptable to the Agent and each Administrative Agent. SECTION 5.2. Negative Covenants of the Transferor. At all times from the date hereof to the later to occur of (i) the Termination Date and (ii) the Final Collection Date, unless each Administrative Agent shall otherwise consent in writing: (a) No Sales, Liens, Etc. Except as otherwise provided herein and in the Receivables Purchase Agreement, the Transferor will not, and will not permit any Originating Entity to, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (or the filing of any financing statement) or with respect to (x) any of the Affected Assets, (y) any inventory or goods, the sale of which may give rise to a Receivable or any Receivable or related Contract, or (z) any Special Account, any Intermediate Concentration Account or the Concentration Account or any other account to which any Collections of any Receivable are sent, or assign any right to receive income in respect thereof. (b) No Extension or Amendment of Receivables. Except as otherwise permitted in Section 6.2 hereof, the Transferor will not, and will not permit any Originating Entity to, extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto. (c) No Change in Business or Credit and Collection Policy. The Transferor will not, and will not permit any Originating Entity to, make any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, impair the collectibility of any Receivable or otherwise have a Material Adverse Effect. (d) No Mergers, Etc. The Transferor will not, and will not permit any Originating Entity to, merge with or into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired and except as contemplated in the Transaction Documents) to any Person, except that (i) any Transferring Affiliate may merge or 88

consolidate with any other Transferring Affiliate and (ii) the Seller may merge or consolidate with any other Person if, but only if, (x) immediately after giving effect to such merger or consolidation, no Termination Event or Potential Termination Event would exist and (y) if the Seller is not the surviving corporation, each Administrative Agent shall have received a written agreement, in form and substance satisfactory to such Administrative Agent, executed by the Person resulting from such merger or consolidation, under which agreement such Person shall become the Seller and Collection Agent, and shall assume the duties, obligations and liabilities of the Seller, under the Receivables Purchase Agreement, this Agreement (in its capacity as Collection Agent hereunder), the Special Account Letters and each other Transaction Document to which the Seller is party (whether in its individual capacity or as Collection Agent), together with the documents relating to the Seller of the kind delivered by or on behalf of the Seller pursuant to Section 3.1; provided, however, that the Transferor shall not be required to comply with this covenant in connection with any merger, consolidation, transfer, lease or other disposition of assets by an Originating Entity (other than the Seller) if the aggregate Outstanding Balance of all Receivables originated by all other Originating Entities with respect to which the Transferor is in compliance with this covenant is at least $1,050,000,000. (e) Change in Payment Instructions to Obligors, Special Account Banks, Designated Account Agents and Concentration Account. The Transferor will not, and will not permit any Originating Entity to: (i) add or terminate any bank as a Special Account Bank from those listed in the Account Schedule, or make any change in its instructions to Obligors regarding payments to be made to any Special Account Bank; provided that the Transferor may permit the (A) addition of any bank as a Special Account Bank for purposes of this Agreement at any time following delivery to each Administrative Agent of written notice of such addition and a Special Account Letter duly executed by such bank and an updated Account Schedule reflecting such addition, and (B) termination of any Special Account Bank at any time following delivery to each Administrative Agent of written notice of such termination, an updated Account Schedule reflecting such termination and evidence satisfactory to each Administrative Agent that the affected Obligors shall have been instructed to remit all subsequent Collections to another Special Account; or (ii) add, terminate or change the Concentration Account, or any bank as the Concentration Account Bank, from that listed in the Account Schedule, or make any change in the instructions contained in any Special Account Letter or any change in the instructions to the Concentration Account Bank; provided, however, that the Transferor may terminate the then existing Concentration Account Bank and appoint a new Concentration Account Bank if, prior to such termination and appointment, each Administrative Agent shall receive (i) ten Business Days’ prior notice of such termination and appointment and (ii) prior to the effective date of such termination and appointment, (x) for each Special Account where the Special Account Bank was previously remitting Collections directly to the Concentration Account, an executed copy of a Special Account Letter (executed by the applicable Originating Entity and the applicable Special Account Bank) instructing such Special Account Bank to transfer to the new Concentration 89

Account or an Intermediate Concentration Account prior to the close of business on each banking day all Collections on deposit during such banking day in such Special Account; (y) for each Intermediate Concentration Account, an executed amendment to the applicable Intermediate Concentration Account Agreement (executed by the Transferor and the applicable Intermediate Concentration Account Bank) instructing such Intermediate Concentration Account Bank to transfer to the new Concentration Account prior to the close of business on each banking day all Collections on deposit during such banking day in such Intermediate Concentration Account, and (z) a copy of a Concentration Account Agreement executed by the new Concentration Account Bank and the Transferor; or (iii) add or terminate any Person as a Designated Account Agent from those listed in the Account Schedule, or make any change in its instructions to such Designated Account Agent regarding the handling of the Collections in the applicable Special Account; provided that the Transferor may permit the (A) addition of any Person that satisfies the requirements set forth herein of a “Designated Account Agent” as a Designated Account Agent for purposes of this Agreement at any time following delivery to each Administrative Agent of written notice of such addition and an Account Agent Agreement duly executed by such Person and an updated Account Schedule reflecting such addition, and (B) termination of any Designated Account Agent at any time following delivery to each Administrative Agent of written notice of such termination, an updated Account Schedule reflecting such termination and evidence satisfactory to each Administrative Agent that either an Originating Entity or a new Designated Account Agent shall have been added in accordance with the terms of this Agreement to succeed such terminated Designated Account Agent in respect of the applicable Special Account or the affected Obligors shall have been instructed to remit all subsequent Collections to another Special Account; or (iv) add, terminate or change any Intermediate Concentration Account, or any bank as an Intermediate Concentration Account Bank, or make any change in the instructions to any Intermediate Concentration Account Bank; provided, however, that the Transferor may terminate any then existing Intermediate Concentration Account Bank or appoint a new Intermediate Concentration Account Bank if, prior to such termination or appointment, each Administrative Agent shall receive (i) ten Business Days’ prior notice of such termination or appointment and (ii) prior to the effective date of such termination or appointment, (x) executed copies of Special Account Letters (in each case, executed by the applicable Originating Entity and the applicable Special Account Bank with which the Intermediate Concentration Account that is being terminated or added was or is to be maintained) instructing the Special Account Bank to transfer to the new Intermediate Concentration Account at such Special Account Bank or directly to the Concentration Account, in either case prior to the close of business on each banking day, all Collections on deposit during such banking day in the Special Accounts at such Special Account Bank, and (y) in the case of the addition of a new Intermediate Concentration Account, a copy of an Intermediate Concentration Account Agreement executed by the new Intermediate Concentration Account Bank and the Transferor; and provided, further, that 90

the Transferor may change its instructions to any Intermediate Concentration Account Bank as and to the extent required pursuant to clause (ii) above in connection with the establishment of any new Concentration Account. (f) Deposits to Special Accounts and the Concentration Account. The Transferor will not, and will not permit any of the Originating Entities or Designated Account Agents to, deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Special Account, any Intermediate Concentration Account or the Concentration Account cash or cash proceeds other than Collections of Receivables; provided that amounts paid by an Obligor to a Joint Venture may be remitted to a Special Account that shall have been identified in a Cash Collections Report or, in the case of a newly identified Joint Venture, will be identified in the Cash Collections Report delivered within 45 days of the first remittance of proceeds of the assets of such Joint Venture into a Special Account. (g) Change of Name, Etc. The Transferor will not, and will not permit any Originating Entity to, change its name, identity or structure or the location of its chief executive office or jurisdiction of organization, unless at least 10 days prior to the effective date of any such change the Transferor delivers to each Administrative Agent (i) such documents, instruments or agreements, executed by the Transferor and/or the affected Originating Entities, as are necessary to reflect such change and to continue the perfection of the Agent’s ownership interests or security interest in the Affected Assets and (ii) new or revised Special Account Letters executed by the Special Account Banks which reflect such change and enable the Agent to continue to exercise its rights contained in Section 2.8 hereof. The Transferor will not, and will not permit any Originating Entity to, change its jurisdiction of organization to a jurisdiction other than a State within the United States. (h) Amendment to Receivables Purchase Agreement, Etc. The Transferor will not, and will not permit any Originating Entity to, (i) amend, modify, or supplement the Receivables Purchase Agreement, the Transferring Affiliate Letter or any instrument, document or agreement executed in connection therewith (collectively the “Initial Transfer Documents”), (ii) terminate or cancel any Initial Transfer Document, (iii) issue any consent or directive under any Initial Transfer Document, (iv) undertake any enforcement proceeding in respect of any of the Initial Transfer Documents, or (v) waive, extend the time for performance or grant any indulgence in respect of any provision of any Initial Transfer Document, in each case except with the prior written consent of the Agent and each Administrative Agent; nor shall the Transferor take, or permit any Originating Entity to take, any other action under any of the Initial Transfer Documents that shall have a material adverse affect on the Agent, any Administrative Agent or any Investor or which is inconsistent with the terms of this Agreement. (i) Other Debt. Except as provided for herein, the Transferor will not create, incur, assume or suffer to exist any indebtedness whether current or funded, or any other liability other than (i) indebtedness of the Transferor representing fees, expenses and indemnities arising hereunder or under the Receivables Purchase Agreement for the purchase price of the Receivables under the Receivables Purchase Agreement, and (ii) other indebtedness incurred in the ordinary course of its business in an amount not to exceed $12,500 at any time outstanding. 91

(j) ERISA Matters. The Transferor will not, and will not permit any Originating Entity to, (i) engage or permit any of its respective ERISA Affiliates to engage in any prohibited transaction (as defined in Section 4975 of the Code and Section 406 of ERISA) for which an exemption is not available or has not previously been obtained from the U.S. Department of Labor; (ii) permit to exist any accumulated funding deficiency (as defined in Section 302(a) of ERISA and Section 412(a) of the Code) or funding deficiency with respect to any Benefit Plan other than a Multiemployer Plan; (iii) fail to make any payments to any Multiemployer Plan that the Transferor, such Originating Entity or any ERISA Affiliate thereof is required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto; (iv) terminate any Benefit Plan so as to result in any liability; or (v) permit to exist any occurrence of any reportable event described in Title IV of ERISA which represents a material risk of a liability to the Transferor, such Originating Entity or any ERISA Affiliate thereof under ERISA or the Code, if such prohibited transactions, accumulated funding deficiencies, payments, terminations and reportable events occurring within any fiscal year of the Transferor, in the aggregate, involve a payment of money or an incurrence of liability by the Transferor, any Originating Entity or any ERISA Affiliate thereof, in an amount in excess of $500,000. (k) Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. The Transferor will not request any Transfer or issuance of any Letter of Credit, and shall procure that its directors, officers, employees and agents shall not use, the proceeds of any Transfer or issuance of any Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Terrorism Laws, (B) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent doing so would violate any Sanctions, or (C) in any other manner that would result in liability to any party hereto under any applicable Sanctions or the violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions by any such Person. (l) Evading and Avoiding. The Transferor will not engage in, or permit any of its Affiliates or any director, officer, employee, agent or other Person acting on behalf of the Transferor in any capacity in connection with or directly benefitting from this Agreement to engage in, or to conspire to engage in, any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. SECTION 5.3. Affirmative Covenants of the Collection Agent. At all times from the date hereof to the later to occur of (i) the Termination Date and (ii) the Final Collection Date, unless each Administrative Agent shall otherwise consent in writing. (a) Conduct of Business. The Collection Agent will carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated, validly existing and in good standing as a domestic corporation in its jurisdiction of incorporation 92

and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted. (b) Compliance with Laws. The Collection Agent will comply with all laws, rules and regulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), and all orders, writs, judgments, injunctions, decrees or awards to which it or its respective properties may be subject. (c) Furnishing of Information and Inspection of Records. The Collection Agent will furnish to each Administrative Agent from time to time such information with respect to the Receivables as such Administrative Agent may reasonably request, including, without limitation, listings identifying the Obligor and the Outstanding Balance for each Receivable. The Collection Agent will, at any time and from time to time during regular business hours permit any Administrative Agent, or its agents or representatives, (i) to examine and make copies of and take abstracts from all Records and (ii) to visit the offices and properties of the Collection Agent for the purpose of examining such records, and to discuss matters relating to Receivables or the Transferor’s, the Originating Entities’ or the Collection Agent’s performance hereunder and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Collection Agent having knowledge of such matters. (d) Keeping of Records and Books of Account. The Collection Agent will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Collection Agent will give each Administrative Agent notice of any material change in the administrative and operating procedures of the Collection Agent referred to in the previous sentence. (e) Notice of Agent’s Interest. The Collection Agent shall cause its master data processing records, computer tapes, files and other documents or instruments provided to, developed by or otherwise maintained by the Collection Agent in connection with any Transfer or otherwise for purposes of the transactions contemplated in this Agreement to disclose conspicuously the Transferor’s ownership of the Receivables and the Agent’s interest therein. (f) Credit and Collection Policies. The Collection Agent will comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. (g) Collections. The Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly to a Special Account and shall take, or omit to take, all actions in respect of Obligors, the Special Account Banks, Intermediate Concentration Account Banks and the Concentration Account Bank solely in a manner that is consistent with the 93

terms of this Agreement, including, without limitation, Sections 2.8, 5.1(h), 5.2(e) and 5.2(f) hereof. (h) Collections Received. The Collection Agent shall segregate and hold in trust, and deposit, immediately, but in any event not later than the day that occurs forty-eight (48) hours thereafter (or, if such day is not a Business Day, the next Business Day) after its receipt thereof, either to the Intermediate Concentration Account or to the Concentration Account all Collections received from time to time by the Collection Agent. (i) Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. Policies and procedures will be maintained and enforced by or on behalf of each of the Collection Agent and each Originating Entity that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance, in the reasonable judgment of the Collection Agent and each Originating Entity, by the Collection Agent and each Originating Entity and each of their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, in each case giving due regard to the nature of such Person’s business and activities. (j) Risk Retention Requirements. With effect from January 1, 2015, the Collection Agent, in its capacity as an “originator” for purposes of the Securitisation Retention Requirements (in such capacity, the “Originator”), represents and undertakes that, so long as any Commercial Paper issued by a Conduit Investor remains outstanding or available to be issued: (i) the Originator has and will, retain a material net economic interest of not less than 5% of the nominal value of all the Receivables (the “Retained Interest”); (ii) the Retained Interest will take the form a first loss tranche in accordance with Article 405(1)(d) of the Capital Requirements Regulation and Article 51(1(d) of AIFMR, as represented by the Originator’s “Capital Contribution” and/or “Revolving Loan” (as each such term is defined in the Receivables Purchase Agreement) made to the Transferor and its entitlement to receive collections on Receivables in excess of the Transferred Interest; (iii) neither the Originator nor any of its Affiliates will sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted by the Securitisation Retention Requirements; (iv) on a monthly basis, the Originator will provide to Investors a statement in the Investor Report confirming that it continues to comply with its obligations under sub-clauses (i) to (iii) above; 94

(v) the Originator shall provide prompt written notice to the Investors for delivery to Investors of any breach of its obligations, or representations, as the case may be, under this clause (j); and (vi) the Originator shall provide all such information which Investors may reasonably require in order that any such Investors may comply with their obligations under the Securitisation Retention Requirements, subject always to any requirement of law. (k) Evading and Avoiding. The Collection Agent will not engage in, or permit any of its Subsidiaries, Affiliates or any director, officer, employee, agent or other Person acting on behalf of the Collection Agent or any of its Subsidiaries in any capacity in connection with or directly benefitting from the Agreement to engage in, or to conspire to engage in, any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. SECTION 5.4. Negative Covenants of the Collection Agent. At all times from the date hereof to the later to occur of (i) the Termination Date and (ii) the Final Collection Date, unless each Administrative Agent shall otherwise consent in writing: (a) No Extension or Amendment of Receivables. Except as otherwise permitted in Section 6.2 hereof, the Collection Agent will not extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto. (b) No Change in Business or Credit and Collection Policy. The Collection Agent will not make any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, impair the collectibility of any Receivable or otherwise have a Material Adverse Effect. (c) No Mergers, Etc. Except as otherwise permitted under Section 5.2(d), the Collection Agent will not (i) consolidate or merge with or into any other Person, or (ii) sell, lease or transfer all or substantially all of its assets to any other Person. (d) Deposits to Accounts. The Collection Agent will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Special Account or Concentration Account cash or cash proceeds other than Collections of Receivables except to the extent permitted in accordance with Section 5.2(f). (e) Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. The Collection Agent and each Originating Entity shall not use, and each of the Collection Agent and each Originating Entity shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Transfer or the issuance of any Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-95

Corruption Laws or Anti-Terrorism Laws, (B) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent doing so would violate any Sanctions, or (C) in any other manner that would result in liability to any party hereto under any applicable Sanctions or the violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions by any such Person. ARTICLE VI ADMINISTRATION AND COLLECTION SECTION 6.1. Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. SECTION 6.2. Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations (including, without limitation, all CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations), with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Transferor, the Agent, the Administrative Agents and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, the Transferor hereby grants to any Collection Agent appointed hereunder an irrevocable power 96

of attorney to take any and all steps in the Transferor’s and/or any Originating Entity’s name and on behalf of the Transferor necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s and/or any Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Transferor represents and warrants that the foregoing power of attorney, in the case of any Originating Entity, has been duly granted to the Transferor under the Receivables Purchase Agreement and the Transferor is authorized under the Receivables Purchase Agreement, to the extent permitted by applicable law, to authorize the Collection Agent hereunder to exercise such power. The Collection Agent shall set aside for the account of the Transferor and the Agent (for the benefit of the Investors) their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Collection Agent shall segregate and deposit to each Administrative Agent’s account such Administrative Agent’s allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable. The Transferor shall deliver to the Collection Agent and the Collection Agent shall hold in trust for the Transferor, and the Agent, on behalf of the Investors, in accordance with their respective interests, all Records which evidence or relate to Receivables or Related Security. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether the Collection Agent is NMC or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Collection Agent shall not make the Agent, any Administrative Agent or any of the Investors a party to any litigation without the prior written consent of such Person. (b) The Collection Agent shall, as soon as practicable following receipt thereof, turn over to the Transferor any collections of any indebtedness of any Person which is not on account of a Receivable. If the Collection Agent is not NMC or an Affiliate thereof, the Collection Agent, with the prior written consent of each Administrative Agent, may revise the percentage used to calculate the Servicing Fee to such other percentage as may be approved in writing by each Administrative Agent, provided, however, that, unless otherwise agreed in writing by each Administrative Agent, at any time after the Percentage Factor equals or exceeds 100%, any compensation to the Collection Agent in excess of the Servicing Fee initially provided for herein shall be an obligation of the Transferor and shall not be payable, in whole or in part, from the Collections allocated to or for the benefit of any of the Investors hereunder. The Collection Agent, if other than NMC, shall as soon as practicable upon demand, deliver to the Transferor all Records in its possession which evidence or relate to indebtedness of an Obligor which is not a Receivable. (c) On or before October 31 of each calendar year, the Collection Agent shall: 97

(i) cause a firm of independent public accountants (who may also render other services to the Collection Agent, the Transferor, the Seller or any Affiliates of any of the foregoing), or such other Person as may be approved by each Administrative Agent (any of the foregoing being an “Auditor”), to furnish a report to each Administrative Agent in accordance with the procedures set forth on Exhibit T; and (ii) provide to the Agent a report setting forth the average monthly recovery rate in respect of Receivables that might otherwise have been considered defaulted or delinquent Receivables for each of the immediately preceding twelve (12) months. (d) Notwithstanding anything to the contrary contained in this Article VI, the Collection Agent, if not the Transferor or NMC, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any indebtedness that is not included in the Transferred Interest other than to deliver to the Transferor the collections and documents with respect to any such indebtedness as described in Section 6.2 (b) hereof. SECTION 6.3. Right After Designation of New Collection Agent. At any time following the designation of a Collection Agent (other than the Transferor, the Seller or any Affiliate of the Transferor or the Seller) pursuant to Section 6.1 hereof: (i) The Agent may direct that payment of all amounts payable under any Receivable be made directly to the Agent or its designee. (ii) The Transferor shall, at the Agent’s request and at the Transferor’s expense, give notice of the Agent’s, the Transferor’s and/or the Bank Investors’ ownership of Receivables to each Obligor and direct that payments be made directly to the Agent or its designee. (iii) The Transferor shall, at the Agent’s request, (A) assemble all of the Records, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee. (iv) The Transferor hereby authorizes the Agent to take, to the extent permitted by applicable law, any and all steps in the Transferor’s or any Originating Entity’s name (which power, in the case of each Originating Entity, the Transferor is authorized to grant pursuant to authority granted to the Transferor under the Receivables Purchase Agreement) and on behalf of the Transferor and such Originating Entity necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Transferor’s or such 98

Originating Entity’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. Notwithstanding the foregoing clauses (i), (ii), (iii) and (iv), the Agent shall not at any time direct, or cause the Transferor or any Originating Entity to direct, Obligors of Receivables or Related Security payable under the Medicare or Medicaid program to make payment of amounts due or to become due to the Transferor or any Originating Entity in respect of such Receivables or Related Security directly to either the Intermediate Concentration Account or the Concentration Account or to the Agent or its designee, except for any such payment in respect of such Receivables or Related Security or any assignment thereof that is established by, or made pursuant to, the order of a court of competent jurisdiction. SECTION 6.4. Collection Agent Default. The occurrence of any one or more of the following events shall constitute a Collection Agent Default: (a) (i) the Collection Agent or, to the extent that the Transferor, the Seller or any Affiliate of the Transferor or the Seller is then acting as Collection Agent, the Transferor, the Seller or such Affiliate, as applicable, shall fail to observe or perform any term, covenant or agreement to be observed or performed (A) under Section 5.3(d), 5.3(g) or 5.3(h) or Section 5.4, or (B) under Section 5.3 (other than subsection (d), (g) or (h) thereof) and such failure shall continue for five (5) days, or (ii) the Collection Agent or, to the extent that the Transferor, the Seller or any Affiliate of the Transferor, or the Seller is then acting as Collection Agent, the Transferor, the Seller or such Affiliate, as applicable, shall fail to observe or perform any term, covenant or agreement hereunder (other than as referred to in clause (i) or (iii) of this Section 6.4(a)) or under any of the other Transaction Documents to which such Person is a party or by which such Person is bound, and such failure shall remain unremedied for ten (10) days, or (iii) the Collection Agent or, the extent that the Transferor, the Seller or any Affiliate of the Transferor, or the Seller is then acting as Collection Agent, the Transferor, the Seller or such Affiliate, as applicable, shall fail to make any payment or deposit required to be made by it hereunder when due or the Collection Agent shall fail to observe or perform any term, covenant or agreement on the Collection Agent’s part to be performed under Section 2.8(b) hereof; or (b) any representation, warranty, certification or statement made by the Collection Agent or the Transferor, the Seller or any Affiliate of the Transferor or the Seller (in the event that the Transferor, the Seller or such Affiliate is then acting as the Collection Agent) in this Agreement, the Receivables Purchase Agreement, the Transferring Affiliate Letter or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made; or (c) failure of the Collection Agent or any of its Subsidiaries, FME KGaA, or FMCH to pay when due any amounts due under any agreement under which any Indebtedness greater that $50,000,000€200,000,000 (or its U.S. dollar equivalent)is governed; or the default by the Collection Agent or any of its Subsidiaries, FME KGaA or FMCH in the performance of any term, provision of condition contained in any agreement under which any Indebtedness greater than $50,000,000€200,000,000 (or its U.S. dollar equivalent)was created or 99

is governed, regardless of whether such event is an “event of default” or “default” under any such agreement; or any Indebtedness of the Collection Agent or any of its Subsidiaries, FME KGaA or FMCH greater than $50,000,000€200,000,000 (or its U.S. dollar equivalent)shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment and other than in the case of an instrument stated to be payable on demand) prior to the scheduled date of maturity thereof; or (d) any Event of Bankruptcy shall occur with respect to the Collection Agent or any of its Subsidiaries; provided that in the case of any immaterial Subsidiary of the Collection Agent, if an Event of Bankruptcy shall have occurred by reason of any institution of an involuntary proceeding against such Subsidiary, such Event of Bankruptcy shall not constitute a Collection Agent Default unless such proceeding shall have remained undismissed or unstayed for a period of 60 days; or (e) there shall have occurred any material adverse change in the operations of the Collection Agent since the end of the last fiscal year ending prior to the date of its appointment as Collection Agent hereunder or any other event shall have occurred which, in the commercially reasonable judgment of any Administrative Agent, materially and adversely affects the Collection Agent’s ability to either collect the Receivables or to perform under this Agreement. SECTION 6.5. Responsibilities of the Transferor. Anything herein to the contrary notwithstanding, the Transferor shall, and/or shall cause each Originating Entity to, (i) perform all of each Originating Entity’s obligations under the Contracts related to the Receivables to the same extent as if interests in such Receivables had not been sold hereunder and under the Transferring Affiliate Letter and/or the Receivables Purchase Agreement, as applicable, and the exercise by the Agent, any Administrative Agent and the Investors of their rights hereunder and under the Transferring Affiliate Letter and the Receivables Purchase Agreement shall not relieve the Transferor or the Seller from such obligations and (ii) pay when due any taxes, including without limitation, any sales taxes payable in connection with the Receivables and their creation and satisfaction. Neither the Agent nor any of the Investors or the Administrative Agents shall have any obligation or liability with respect to any Receivable or related Contracts, nor shall it be obligated to perform any of the obligations of the Seller thereunder. ARTICLE VII TERMINATION EVENTS SECTION 7.1. Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) the Transferor or the Collection Agent shall fail to make any payment or deposit to be made by it hereunder or under the Receivables Purchase Agreement when due hereunder or thereunder; or 100

(b) any representation, warranty, certification or statement made or deemed made by the Transferor in this Agreement, by FME KGaA or FMCH under the Parent Agreement, or by the Transferor, FME KGaA, FMCH or any other Parent Group Member in any other Transaction Document to which it is a party or in any other document certificate or other writing delivered pursuant hereto or thereto, shall prove to have been incorrect in any material respect when made or deemed made; or (c) the Transferor or the Collection Agent shall default in the performance of any payment or undertaking (other than those covered by clause (a) above) to be performed or observed under: (i) Section 5.1(a)(iv); provided that, in the case of any failure to provide any such notice relating to a Potential Termination Event that shall have ceased to exist prior to the date such notice was required to have been given under Section 5.1(a)(iv), the failure to give such notice shall not constitute a Termination Event unless a senior officer of the Seller or the Transferor (including, in each case, the Treasurer, any Assistant Treasurer, General Counsel or any assistant or associate general counsel of such Person) shall have known of the occurrence of such Potential Termination Event during such period; or (ii) any of Sections 5.1(a)(v), 5.1 (a)(x), 5.1 (a)(ix), 5.1(b)(i), 5.1(f), 5.1(g), 5.1(h), 5.1(i), 5.1(k), 5.1(l), 5.2(a), 5.2(c), 5.2(d), 5.2(e), 5.2(f), 5.2(g), 5.2(h), 5.2(i) or 6.3; or (iii) Section 5.1(b)(ii), and such default shall continue for 2 Business Days; or (iv) any other provision hereof and such default in the case of this clause (iv) shall continue for ten (10) days; (d) (i) failure of the Transferor to pay when due any amounts due under any agreement relating to Indebtedness to which it is a party; or the default by the Transferor in the performance of any term, provision or condition contained in any agreement relating to Indebtedness to which it is a party regardless of whether such event is an “event of default” or “default” under any such agreement; or any Indebtedness owing by the Transferor shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (ii) failure of the Seller, FMCH, FME KGaA or any Transferring Affiliate to pay when due any amounts due under any agreement to which any such Person is a party and under which any Indebtedness greater than $50,000,000€200,000,000 (or its U.S. dollar equivalent) is governed; or the default by the Seller, FMCH, FME KGaA or any Transferring Affiliate in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the Seller, FMCH, FME KGaA or any Transferring Affiliate greater than $50,000,000€200,000,000 (or its U.S. dollar equivalent) was created or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement; or any Indebtedness owing by the Seller, FMCH, FME KGaA or any Transferring Affiliate greater than $50,000,000€200,000,000 101

(or its U.S. dollar equivalent) shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment and other than in the case of an instrument stated to be payable on demand) prior to the date of maturity thereof; or (e) any Event of Bankruptcy shall occur with respect to the Transferor, any Originating Entity, FME KGaA, FMCH or NMC; provided that, in the case of any Event of Bankruptcy relating to any Transferring Affiliate, such Event of Bankruptcy shall not constitute a Termination Event hereunder if at such time the Percentage Factor does not exceed the Maximum Percentage Factor after reducing the Net Receivables Balance by an amount equal to the aggregate Outstanding Balance of all Receivables otherwise included in the calculation of Net Receivables Balance which either (i) have been originated by such Transferring Affiliate or (ii) are owing from any Obligor that shall have been directed to remit payments thereon to a Special Account that is a Special Account to which Obligors in respect of the Transferring Affiliate that is the subject of such Event of Bankruptcy shall have been directed to remit payments; or (f) the Agent, on behalf of the Investors, shall, for any reason, fail or cease to have a valid and perfected first priority ownership or security interest in the Affected Assets free and clear of any Adverse Claims; or the Transferor shall, for any reason, fail or cease to have all right, title and interest in and to all Receivables, Related Security and Collections, free and clear of any Adverse Claim, subject only to the interests therein of the Agent, on behalf of the Investors; or (g) a Collection Agent Default shall have occurred; or (h) the Transferring Affiliate Letter, the Receivables Purchase Agreement or any other Transaction Document shall have terminated; or any material provision thereof shall cease for any reason to be valid and binding on any party thereto or any party shall so state in writing; or any party to any Transaction Document (other than the Agent, any Administrative Agent or any Investor) shall fail to perform any material term, provision or condition contained in any Transaction Document on its part to be performed or a default shall otherwise occur thereunder; or (i) any of FMCH, NMC, the Transferor or the Seller shall enter into any transaction or merger whereby it is not the surviving entity; or (j) there shall have occurred any material adverse change in the operations of any of FMCH, NMC, the Transferor or the Seller since December 31, 20112017 or any other Material Adverse Effect shall have occurred; or (k) (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment or increases the balance of the Affected Assets on the next Business Day so as to reduce the Percentage Factor to less than or equal to the Maximum Percentage Factor or (ii) the sum of the portion of the Net Investment held by the Investors in any Related Group and the Letter of Credit Obligations owing to the Bank Investor in such Related Group shall exceed the applicable Related Group Limit at any time; or 102

(l) months exceeds 9.58.00%; or the average Dilution Ratio for any three (3) consecutive calendar (m) the average Loss-to-Liquidation Ratio for any three (3) consecutive calendar months exceeds 6.06.50%; or (n) months exceeds 4.00%; or the average Default Ratio for any three (3) consecutive calendar (o) a default or breach shall occur under the Parent Agreement (including, without limitation, a default or breach with respect to any financial covenant or other undertaking set forth therein); or the Parent Agreement shall for any reason terminate; or any material provision thereof shall cease to be valid and binding on any party thereto or any party thereto shall so state in writing; or (p) (i) the Seller shall cease to own, free and clear of any Adverse Claim all of the outstanding shares of capital stock of the Transferor on a fully diluted basis; or (ii) FMCH shall cease to own, directly or indirectly, free and clear of any Adverse Claim, (other than a pledge made pursuant to the FME KGaA Credit Facility and put/call agreements, forward agreements or other similar arrangements among FME KGaA and its subsidiaries), all of the outstanding shares of capital stock of any of the Originating Entities or the Collection Agent on a fully diluted basis; provided that FME KGaA may own directly or indirectly stock that is not Voting Stock in subsidiaries of FMCH; or (iii) FME KGaA shall cease to own, directly or indirectly, free and clear of any Adverse Claim (other than a pledge made pursuant to the FME KGaA Credit Facility and put/call agreements, forward agreements or other similar arrangements among FME KGaA and its subsidiaries), all of the Voting Stock of FMCH other than the preferred stock of FMCH outstanding as of the date hereof (which preferred stock outstanding as of the date hereof shall not represent more than 20.00% of the total Voting Stock of FMCH); or (iv) a Change of Control shall occur; or (q) FME KGaA’s long-term public senior debt securities shall be rated lower than B+ by Standard & Poor’s or B1 by Moody’s, or neither Standard & Poor’s nor Moody’s shall rate such securities; or (r) Any Person shall be appointed as, or removed as, an Independent Director of the Transferor without prior notice thereof having been given to each Administrative Agent in accordance with Section 5.1(a)(x) or without the written acknowledgement by each Administrative Agent that such Person conforms, to the satisfaction of each Administrative Agent, with the criteria set forth in the definition herein of “Independent Director”. SECTION 7.2. Termination. (a) Upon the occurrence of any Termination Event, the Agent may, and at the direction of any Administrative Agent or the Majority Investors shall, by notice to the Transferor and the Collection Agent declare the Termination Date to have occurred; provided, however, that in the case of any event described in Section 7.1(e), 7.1(f), 7.1(k)(ii) or 7.1(p) above, the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence, the 103

Agent shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other applicable laws, all of which rights shall be cumulative. (b) At all times after the occurrence and during the continuation of a Termination Event or the declaration or automatic occurrence of the Termination Date pursuant to Section 7.2(a), the Base Rate plus 2.50% shall be the Tranche Rate applicable to the Net Investment for all existing and future Tranches and shall be the rate at which RO Interest accrues. ARTICLE VIII INDEMNIFICATION; EXPENSES; RELATED MATTERS SECTION 8.1. Indemnities by the Transferor. Without limiting any other rights which the Agent, the Administrative Agents or the Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Investors, the Agent, the Administrative Agents, the Collateral Agents, the Liquidity Providers and the Credit Support Providers and their respective successors and permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which such attorneys may be employees of a Liquidity Provider, a Credit Support Provider, the Agent, an Administrative Agent or a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (i) any representation or warranty made by any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) or any officers of any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter, any of the other Transaction Documents, any Investor Report, any Cash Collections Report or any other information or report delivered by any Parent Group Member pursuant to or in connection with any Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made; 104

(ii) the failure by any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) to comply with any applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure (x) to vest and maintain vested in the Agent, on behalf of the Investors, an undivided first priority, perfected percentage ownership interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Affected Assets as contemplated pursuant to Section 10.11, free and clear of any Adverse Claim; (iv) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions hereof; or (vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable; (viii) Eligible Receivable; the transfer of an ownership interest in any Receivable other than an (ix) the failure by any Parent Group Member (individually or as Collection Agent) to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties under the Contracts; (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; 105

(xi) the failure of any Originating Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made; (xiii) the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds without regard to whether any such commingling is authorized or permitted hereunder or under any of the other Transaction Documents; (xiv) any investigation, litigation or proceeding instituted by or against a Person other than such Indemnified Party related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Originating Entity, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (xv) the failure of any Special Account Bank, Designated Account Agent, Intermediate Concentration Account Bank or the Concentration Account Bank to remit any amounts held by it pursuant to the instructions set forth in the applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement or any instruction of the Collection Agent, the Transferor, any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement) whether by reason of the exercise of set-off rights or otherwise; (xvi) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Transferor or the Seller to qualify to do business or file any notice of business activity report or any similar report; (xvii)any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, any failure of the Seller to give reasonably equivalent value to any Transferring Affiliate in consideration of the purchase by the Seller from such Transferring Affiliate of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) any action taken by the Transferor, any Originating Entity or the Collection Agent (if a Parent Group Member or designee thereof) in the enforcement or collection of any Receivable; provided, however, that if any Conduit Investor enters into agreements for the purchase of interests in receivables from one or more Other 106

Transferors, such Conduit Investor shall allocate such Indemnified Amounts which are in connection with a Credit Support Agreement or the credit support furnished by the Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to any Parent Group Member and not attributable to any Other Transferor, the Transferor shall be solely liable for such Indemnified Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to any Parent Group Member, such Other Transferors shall be solely liable for such Indemnified Amounts; (xix) any reduction or extinguishment of, or any failure by any Obligor to pay (in whole or in part), any Receivable or any Related Security with respect thereto as a result of or on account of any violation of or prohibition under any law, rule or regulation now or hereafter in effect from time to time, including without limitation and CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation, or as a result of or on account of the entering of any judicial or regulatory order or agreement adversely affecting the Transferor or any Parent Group Member; (xx) any failure by the Transferor or any Parent Group Member to maintain all governmental and other authorization and approvals necessary to render the services, or sell the merchandise, resulting in Receivables; or (xxi) without duplication of amounts already payable pursuant to Section 2.9, any cancellation or voiding of a Receivable or other Contractual Adjustment.; or (xxii) any civil penalty or fine assessed by OFAC or any other governmental authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of the Transferor or any of its respective Affiliates. SECTION 8.2. Indemnity for Taxes, Reserves and Expenses. If after the date hereof, the adoption of any Law or Bank Regulatory Guideline or any amendment or change in the interpretation of any existing or future Law or Bank Regulatory Guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any Bank Regulatory Guideline, whether or not having the force of Law): (i) shall subject any Indemnified Party to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Liquidity Provider Agreement or the credit 107

support furnished by a Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Receivables (except for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located); (ii) shall impose, modify or deem applicable any reserve, assessment, fee, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Liquidity Provider Agreement or the credit support provided by a Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Receivables; or (iii) imposes upon any Indemnified Party any other expense (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Liquidity Provider Agreement or the credit support furnished by a Credit Support Provider or otherwise in respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder, a Liquidity Provider Agreement or a Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand by such Indemnified Party through any Administrative Agent, the Transferor shall pay to such Administrative Agent for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such tax, increased cost or reduction. The term “Bank Regulatory Guideline” shall mean (i) the adoption after the date hereof of any applicable law, rule, guideline or regulation (including any applicable law, rule, guideline or regulation regarding capital adequacy or liquidity coverage) or any change therein after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency; provided 108

that for purposes of this definition, (x) the United States bank regulatory rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modification to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted on December 15, 2009, (y) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (z) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, shall in each case be deemed to be a “Bank Regulatory Guideline”, regardless of the date enacted, adopted, issued or implemented. (a) If any Indemnified Party shall have determined that after the date hereof, the adoption of any applicable Law or Bank Regulatory Guideline regarding capital adequacy or accounting principles, or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in each case of any Bank Regulatory Guideline or accounting principles, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto or otherwise as a consequence of the transactions contemplated hereby to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand by such Indemnified Party through any Administrative Agent, the Transferor shall pay to such Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 8.2(b). (b) Each Administrative Agent will promptly notify the Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 8.2. A notice by an Administrative Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods. (c) Anything in this Section 8.2 to the contrary notwithstanding, if a Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other Transferors, such Conduit Investor shall allocate the liability for any amounts under this Section 8.2 which are in connection with a Credit Support Agreement or the credit support provided by the Credit Support Provider (“Section 8.2 Costs”) to the Transferor and each Other Transferor; provided, however, that if such Section 8.2 Costs are attributable to any Parent Group Member and not attributable to any Other Transferor, the Transferor shall be solely liable for such 109

Section 8.2 Costs or if such Section 8.2 Costs are attributable to Other Transferors and not attributable to any Parent Group Member, such Other Transferors shall be solely liable for such Section 8.2 Costs. (d) If any Indemnified Party in a Related Group makes a claim for payment pursuant to this Section 8.2, then the Transferor may, at its option, remove such Related Group and terminate the Commitments of the Investors in such Related Group by (A) paying to the Administrative Agent for such Related Group an amount (the “Payoff Amount”) equal to the sum of (i) the portion of the Net Investment funded by the Investors in such Related Group, (ii) all Discount accrued and to accrue thereon through the last day of the applicable Yield Period(s) to which such Net Investment has been allocated and (iii) all other Aggregate Unpaids owing to the members of such Related Group under the Transaction Documents accrued through the date of such payment (including, without limitation, amounts payable pursuant to this Section 8.2 accrued through the date of payment) and (B) if any Bank Investor in such Related Group shall have issued any Letters of Credit hereunder that then remain outstanding (“Designated Letters of Credit”), providing to such Bank Investor a letter of credit in form and substance satisfactory to such Bank Investor issued by a commercial bank having a credit rating not less than the credit rating of such Bank Investor, which letter of credit shall be in a stated amount equal to the aggregate stated amount of the Designated Letters of Credit issued by such Bank Investor and shall permit drawings thereunder by such Bank Investor at the time of, and in the amount of, each drawing under any Designated Letter of Credit. Any such removal and termination shall be made upon not less than five (5) Business Days notice delivered by the Transferor to the applicable Administrative Agent. The Payoff Amount for any Related Group shall be calculated by the Administrative Agent and notified to the Transferor, which calculation shall be conclusive and binding absent manifest error. Upon such removal and termination, (x) the members of such Related Group shall cease to be parties to this Agreement and the Commitments of all Bank Investors in such Related Group shall be reduced to zero and (y) the Facility Limit will be reduced by an amount equal to the Commitments (determined immediately prior to such termination) of the Bank Investors, in such Related Group. SECTION 8.3. Taxes. All payments made hereunder by the Transferor or the Collection Agent (each, a “Payor”) to any Investor, any Administrative Agent or the Agent (each, a “Recipient”) shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority on any recipient (or any assignee of such parties) (such non-excluded items being called “Taxes”), but excluding franchise taxes and taxes imposed on or measured by the recipient’s net income or gross receipts (“Excluded Taxes”). In the event that any withholding or deduction from any payment made by the Payor hereunder is required in respect of any Taxes, then such Payor shall: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; 110

(ii) promptly forward to each Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authority; and (iii) pay to the Recipient such additional amount or amounts as is necessary to ensure that the net amount actually received by the Recipient will equal the full amount such Recipient would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against any Recipient with respect to any payment received by such Recipient hereunder, the Recipient may pay such Taxes and the Payor will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be necessary in order that the net amount received by the Recipient after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Recipient would have received had such Taxes not been asserted. Notwithstanding the foregoing, the Payor shall not be obligated to pay any such additional amounts pursuant to clause (iii) above or pursuant to the immediately preceding sentence to a Bank Investor that is not organized under the laws of the United States of America or a state thereof if such Bank Investor shall have failed to comply with the requirements of paragraph (b) of this Section 8.3 as of the time such Taxes are due and payable. If the Payor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Recipient the required receipts or other required documentary evidence, the Payor shall indemnify the Recipient for any incremental Taxes, interest, or penalties that may become payable by any Recipient as a result of any such failure. (a) Each Investor that is not incorporated under the laws of the United States of America or a state thereof shall: (i) on or before the date of any payment by a Payor to such Investor, deliver to such Payor, the Agent and the Administrative Agent for its Related Group (A) two (2) duly completed copies of United States Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be, certifying that it is entitled to receive payments hereunder without deduction or withholding of any United States federal income taxes and (B) an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax; (ii) deliver to each Payor, the Agent and the Administrative Agent for its Related Group two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to such Payor; and 111

(iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by either Payor, the Agent or the Administrative Agent for its Related Group; or (b) Each Investor or transferee that is not a “bank” under Section 881(c)(3)(A) of the Internal Revenue Code thereof shall: (i) on or before the date it becomes a party hereto (or, in the case of a participant, on or before the date such participant becomes a participant hereunder), deliver to each Payor, the Agent and the Administrative Agent for its Related Group (i) a statement under penalties of perjury that such Investor or transferee (x) is not a “bank” under Section 881(c)(3)(A) of the Internal Revenue Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements, (y) is not a 10-percent shareholder within the meaning of Section 811(c)(3)(B) of the Internal Revenue Code and (z) is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code and (ii) a properly completed and duly executed Internal Revenue Service Form W-8 or applicable successor form; (ii) deliver to each Payor, the Agent and its Administrative Agent two further properly completed and duly executed copies of such Form W-8 before the most recent Form W-8 previously delivered by it to a Payor expires or becomes obsolete or, promptly after the occurrence of any event requiring a change in the most recent formForm W-8 previously delivered by it to sucha Payor or, and upon the request of such Payor, deliver to each Payor, the Agent and its Administrative Agent two properly completed, appropriately revised and duly executed copies of Form W-8 (or successor form); and (iii) obtain such extensions of time for filing and completing such forms or certifications as may be reasonably requested by either Payor, the Agent or its Administrative Agent; unless in any such case any change in treaty, law or regulation has occurred after the date such Person becomes an Investor hereunder which renders all such forms inapplicable or which would prevent such Investor from duly completing and delivering any such form with respect to it and such Investor so advises each Payor, the Agent and its Administrative Agent. Each Person that shall become an Investor or a participant of an Investor pursuant to subsection 10.6 shall, upon the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this subsection, provided that in the case of a participant of an Investor the obligations of such participant of an Investor pursuant to this subsection (b) shall be determined as if the participant of an Investor were an Investor except that such participant of an 112

Investor shall furnish all such required forms, certifications and statements to the Investor from which the related participation shall have been purchased. SECTION 8.4. Other Costs, Expenses and Related Matters. The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors, the Administrative Agents and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys’, accountants’, rating agencies’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any of the Investors, the Administrative Agents and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, any Administrative Agent or the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Transferred Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with any Investor’s, any Administrative Agent’s, the Agent’s or any Collateral Agent’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (a) With respect to any Tranche to which all or any portion of the Net Investment held by any of the Investors in a Related Group has been allocated, the Transferor shall pay to the Administrative Agent for such Related Group, for the account of each applicable Investor, on demand any Early Collection Fee due on account of the reduction of such Tranche on a day prior to the last day of its Tranche Period (or, in the case of a CP Tranche Period, on or prior to the maturity date for the Commercial Paper allocated to fund or maintain such Net Investment). SECTION 8.5. Reconveyance Under Certain Circumstances. The Transferor agrees to accept the reconveyance from the Agent, on behalf of the applicable Investors, of the Transferred Interest if the Agent or any Administrative Agent notifies Transferor of a material breach of any representation or warranty made or deemed made pursuant to Article III of this Agreement and Transferor shall fail to cure such breach within 15 days (or, in the case of the representations and warranties in Sections 3.1(d) and 3.1(j), 3 days) of such notice. The reconveyance price shall be paid by the Transferor to the Agent, for the account of the applicable Investors, as applicable, in immediately available funds on such 15th day (or 3rd day, if applicable) in an amount equal to the Aggregate Unpaids; provided that if such 15th day (or 3rd day) is not a Business Day, such reconveyance and the related payment shall be made on the next following Business Day. 113

ARTICLE IX THE AGENT; BANK COMMITMENT; THE ADMINISTRATIVE AGENTS SECTION 9.1. Authorization and Action. (a) Each Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality, of the foregoing, each Investor hereby appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent may deem necessary or appropriate or that any Investor may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Majority Investors; provided, however, the Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Agent shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Majority Investors (which consent shall not be unreasonably withheld or delayed). The Agent shall not, without the prior written consent of all Bank Investors, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of Discount or fees payable hereunder to the Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee (other than as permitted pursuant to Section 6.2(b)), (C) modify any provisions of this Agreement or the Receivables Purchase Agreement or the Parent Agreement relating to the timing of payments required to be made by the Transferor, any Originating Entity, FME KGaA or FMCH or the application of the proceeds of such payments, (D) permit the appointment of any Person (other than the Agent) as successor Collection Agent, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein) or (F) extend or permit the extension of the Commitment Termination Date without the consent of each Bank Investor. The Agent shall not, without the prior written consent of each Administrative Agent, agree to amend, modify or waive any provision of this Agreement, the Transferring Affiliate Letter, the Receivables Purchase Agreement or the Parent Agreement. The Agent shall not agree to any amendment of this Agreement which increases the dollar amount of any Investor’s Commitment without the prior consent of such Investor. In addition, the Agent shall not agree to any 114

amendment of this Agreement not specifically described in the two preceding sentences without the consent of the Majority Investors (which consent shall not be unreasonably withheld or delayed). In the event the Agent requests any Investor’s consent pursuant to the foregoing provisions and the Agent does not receive a consent (either positive or negative) from such Investor within 10 Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunder. (b) The Agent shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. SECTION 9.2. Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for any Parent Group Member), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Investor and shall not be responsible to any Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any Parent Group Member or the Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the Collection Agent; (iv) shall not be responsible to any Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties. SECTION 9.3. Credit Decision. Each Investor acknowledges that it has, independently and without reliance upon the Agent, any Administrative Agent, any Affiliate of an Administrative Agent or any other Investor and based upon such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and the other Transaction Documents to which it is a party and, if it so determines, to accept the transfer to the Agent on its behalf of any undivided ownership interest in the Affected Assets hereunder. Each Investor also acknowledges that it will, independently and without reliance upon the Agent, any of the Agent’s Affiliates or any other Investor and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction Documents to which it is a party. 115

SECTION 9.4. Indemnification of the Agent. The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Transferor), ratably in accordance with their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement, any Letter of Credit or any other Transaction Document or any action taken or omitted by the Agent hereunder or thereunder, provided that the Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, the Bank Investors agree to reimburse the Agent, ratably in accordance with their respective Commitments, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred, in the determination of the Agent, in the interests of or otherwise in respect of the Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Transferor. Solely for purposes of this Section 9.4, (i) the Administrative Agent for Sheffield shall be deemed to be a Bank Investor having a Commitment equal to the Commitment of Sheffield and (ii) Sheffield shall not be deemed to be a Bank Investor. SECTION 9.5. Successor Agent. The Agent may resign at any time by giving written notice thereof to each Investor and the Transferor and may be removed at any time with cause by the Majority Investors. Upon any such resignation or removal, the Majority Investors shall appoint a successor Agent. Each Investor agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Agent. If no such successor Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Majority Investors’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Investors, appoint a successor Agent which successor Agent shall be either (i) a commercial bank having a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. SECTION 9.6. Payments by the Agent. All amounts received by the Agent on behalf of the Investors shall be paid by the Agent to the Investors (at their respective accounts specified in their respective Assignment and Assumption Agreements) on the Business Day received by the Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Agent shall use its reasonable efforts to pay such amounts to the Investors on such Business Day, but, in any event, shall pay such amounts to the Investors not later than the following Business Day. All amounts received by the Agent hereunder on behalf of the Investors 116

shall be allocated among the Related Groups in accordance with Sections 2.5 and/or 2.6, as applicable. For purposes of the foregoing, the Agent shall be deemed to be a member of the Related Group that includes Liberty Street. SECTION 9.7. Bank Commitment; Assignment to Bank Investors. (a) Assignments by Conduit Investors. A Conduit Investor may, at any time, assign all or any portion of its interests in the Net Investment, the Receivables, and Collections, Related Security and Proceeds with respect thereto and its rights and obligations hereunder and under the other Transaction Documents to any Bank Investor, Administrative Agent, Liquidity Provider or Credit Support Provider or any of their respective Affiliates without the consent of any other party. In addition to and not in limitation of any other provision hereof which permits assignments by a Conduit Investor, any Conduit Investor may, from time to time, in one transaction or a series of transactions, assign all or a portion of its interests in the Net Investment, the Receivables, and Collections, Related Security and Proceeds with respect thereto and its rights and obligations hereunder and under the other Transaction Documents to another special purpose company (an “SPC Assignee”) which (i) is administered by such Conduit Investor’s Administrative Agent or by any Affiliate of such Administrative Agent and (ii) has activities generally similar to such Conduit Investor. The Administrative Agent for the assigning Conduit Investor shall notify the Transferor and the Agent of such assignment promptly following the effective date thereof. Upon and to the extent of such assignment to an SPC Assignee, (i) the SPC Assignee shall be the owner of the assigned portion of the Net Investment, (ii) the relevant Administrative Agent will act as Administrative Agent for the SPC Assignee as well as for the assigning Conduit Investor, with all corresponding rights and powers, express or implied, granted herein to such Administrative Agent, (iii) the SPC Assignee shall be a Conduit Investor hereunder and its credit and liquidity support providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Investor and its credit and liquidity support providers and other related parties, respectively, herein and in the other Transaction Documents (including, without limitation, any limitation on recourse against the assigning Conduit Investor or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Investor, and the right to assign to another SPC Assignee as provided in this paragraph), (iv) the SPC Assignee shall assume all obligations, if any, of the assigning Conduit Investor under and in connection with this Agreement, and the assigning Conduit Investor shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Investor (if any) and the SPC Assignee shall be several and not joint, (v) all distributions in respect of Net Investment or Discount shall be made to the assigning Conduit Investor and the SPC Assignee on a pro rata basis according to their respective interests (or in the case of Discount, the accrued amounts thereof), (vi) the rate used to calculate the Discount with respect to the portions of the Net Investment owned by the SPC Assignee and funded with commercial paper notes issued by the SPC Assignee from time to time shall be determined in the manner set forth in the definition of the “CP Rate” on the basis of the discount or interest rates applicable to commercial paper issued by the SPC Assignee (rather than the assigning Conduit Investor), (vii) in the event that the relevant Related Group, by reason of such assignment, shall contain more than one Conduit Investor, then each reference in this Agreement to “Conduit Investor” shall mean and refer to, in 117

the case of such Related Group, each such Conduit Investor individually or all of such Conduit Investors collectively, as the context may require, (viii) any reference in this Agreement or the other Transaction Documents to the assigning Conduit Investor shall mean and be a reference to such assigning Conduit Investor and/or the relevant SPC Assignee, as the context may require, (ix) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (x) if requested by the relevant Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the relevant Administrative Agent may reasonably request to evidence and give effect to the foregoing. (b) Assignments by Bank Investors. No Bank Investor may assign all or a portion of its interests in the Net Investment, any Letter of Credit, the Receivables, and Collections, Related Security and Proceeds with respect thereto and its rights and obligations hereunder to any Person unless approved in writing by the Administrative Agent for its Related Group, on behalf of the related Conduit Investor (it being understood and agreed that no consent from the Transferor or any other Person shall be required in connection with any assignment by a Bank Investor). Without limiting the generality of the foregoing, it is understood for the avoidance of doubt that an Administrative Agent may condition any approval on its receipt of written confirmation from each applicable Rating Agency that such assignment will not result in the reduction or withdrawal of the then current rating of the Commercial Paper issued by the related Conduit Investor. In the case of an assignment by a Conduit Investor to the Bank Investors or by a Bank Investor to another Person, the assignor shall deliver to the assignee(s) an Assignment and Assumption Agreement in substantially the form of Exhibit G attached hereto, duly executed, assigning to the assignee a pro rata interest in the Net Investment, the Receivables, and Collections, Related Security and Proceeds with respect thereto and the assignor’s rights and obligations hereunder and the assignor shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in order to protect, or more fully evidence the assignee’s right, title and interest in and to such interest and to enable the Agent, on behalf of such assignee, to exercise or enforce any rights hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party. Upon any such assignment, (i) the assignee shall have all of the rights and obligations of the assignor hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party with respect to such interest for all purposes, it being understood that the Bank Investors, as assignees, shall (x) be obligated to fund Incremental Transfers under Section 2.2(a) and to issue Letters of Credit under 2.18, in each case in accordance with the terms thereof, notwithstanding that related Conduit Investor was not so obligated and (y) not have the right to elect the commencement of the amortization of the Net Investment pursuant to the definition of “Reinvestment Termination Date”, notwithstanding that the related Conduit Investor had such right) and (ii) the assignor shall relinquish its rights with respect to such interest for all purposes of this Agreement and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party. No such assignment shall be effective unless a fully executed copy of the related Assignment and Assumption Agreement shall be delivered to the Agent, the Administrative Agent for the applicable Related Group and the Transferor. All costs and expenses of the Agent, the applicable Administrative Agent and the assignor and assignee incurred in connection with any 118

assignment hereunder shall be borne by the Transferor and not by the assignor or any such assignee. Unless otherwise agreed by the Administrative Agent for the applicable Related Group, no Bank Investor shall assign any portion of its Commitment hereunder without also simultaneously assigning an equal portion of its interest in the applicable Liquidity Provider Agreement. (c) Effects of Assignment. By executing and delivering an Assignment and Assumption Agreement, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, the assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Transaction Documents or any such other instrument or document; (ii) the assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Transferor, any Parent Group Member or the Collection Agent or the performance or observance by the Transferor, any Parent Group Member or the Collection Agent of any of their respective obligations under this Agreement, the Receivables Purchase Agreement, the Transferring Affiliate Letter, the Parent Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, the Receivables Purchase Agreement, the Transferring Affiliate Letter, the Parent Agreement, and such other instruments, documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement and to purchase such interest; (iv) such assignee will, independently and without reliance upon the Agent, any Administrative Agent, or any of their respective Affiliates, or the assignor and based on such agreements, documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Transaction Documents; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the other Transaction Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto and to enforce its respective rights and interests in and under this Agreement, the other Transaction Documents, the Receivables, the Contracts and the Related Security; (vi) such assignee appoints and authorizes the applicable Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the other Transaction Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto and to enforce its respective rights and interests in and under this Agreement, the other Transaction Documents, the Receivables, the Contracts and the Related Security, (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Transaction Documents are required to be performed by it as the assignee of the assignor; and (viii) such assignee agrees that it will not institute against any Conduit Investor any proceeding of the type 119

referred to in Section 10.9 prior to the date which is one year and one day after the payment in full of all Commercial Paper issued by such Conduit Investor or its Related CP Issuer. (d) Transferor’s Obligation to Pay Certain Amounts. The Transferor shall pay to the Administrative Agent for a Conduit Investor, in connection with any assignment by such Conduit Investor to its related Liquidity Providers, an aggregate amount equal to all Discount to accrue through the end of each outstanding Tranche Period plus all other Aggregate Unpaids (other than the Net Investment and any unpaid amount in respect of any Reimbursement Obligations) owing to such Conduit Investor. (e) [Reserved]. (f) [Reserved]. (g) Downgrade of Bank Investor. If (at any time prior to any assignment by a Conduit Investor to the Bank Investors in its Related Group as contemplated pursuant to this Section 9.7) the short term debt rating of any Bank Investor in such Related Group shall be “A-2” or “P-2” from Standard & Poor’s or Moody’s, respectively, with negative credit implications, such Bank Investor, upon request of the applicable Administrative Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” and “P-2” from Standard & Poor’s and Moody’s, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor in a Related Group shall be “A-3” or “P-3”, or lower, from Standard & Poor’s or Moody’s, respectively (or such rating shall have been withdrawn by Standard & Poor’s or Moody’s), such Bank Investor, upon request of the applicable Administrative Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” and “P-2” from Standard & Poor’s and Moody’s, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor in a Related Group shall not have assigned its rights and obligations under this Agreement within the applicable time period described above, the related Conduit Investor shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 9.7. Such Bank Investor shall be obligated to pay to such Conduit Investor, in connection with such assignment, in addition to the Pro Rata Share of the Net Investment, an amount equal to the Interest Component of the outstanding Commercial Paper issued to fund the portion of the Net Investment being assigned to such Bank Investor, as reasonably determined by the applicable Administrative Agent. Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the applicable Related Group Limit, solely as it relates to new Incremental Transfers to such Conduit Investor, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment 120

to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents. SECTION 9.8. Appointment of Administrative Agents. Each Investor in a Related Group hereby appoints and authorizes the Administrative Agent for its Related Group to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to such Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality, of the foregoing, each Investor in a Related Group hereby appoints the Administrative Agent for its Related Group as its agent to execute and deliver all further instruments and documents, and take all further action that such Administrative Agent may deem necessary or appropriate or that any Investor may reasonably request to enable any of them to exercise or enforce any of their respective rights hereunder. Bank Investors representing at least 66 and 2/3% of the aggregate Commitments of all Bank Investors in a Related Group (the “Group Majority Investors” for such Related Group) may direct the Administrative Agent for such Related Group to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to an Administrative Agent hereunder, such Administrative Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Group Majority Investors; provided, however, no Administrative Agent shall be required to take any action hereunder if the taking of such action, in the reasonable determination of such Administrative Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose such Administrative Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Administrative Agent for a Related Group shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Group Majority Investors (which consent shall not be unreasonably withheld or delayed). The Administrative Agent for a Related Group shall not, without the prior written consent of all Bank Investors in such Related Group, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the amount or payment of Net Investment, Reimbursement Obligations, Discount or fees payable hereunder to the Bank Investors, in such Related Group or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee (other than as permitted pursuant to Section 6.2(b)), (C) modify any provisions of this Agreement or the Receivables Purchase Agreement or the Parent Agreement relating to the timing of payments required to be made by the Transferor, any Originating Entity, FME KGaA or FMCH or the application of the proceeds of such payments, (D) permit the appointment of any Person (other than the Agent) as successor Collection Agent, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein) or any party from its obligations under the Parent Agreement or (F) extend or permit the extension of the Commitment Termination Date without the consent of each Bank Investor, in such Related Group. The Administrative Agent for a Related Group shall not agree to any amendment of this Agreement which increases the dollar amount of the Commitment of a Bank Investor in such Related Group without the prior consent of such Bank Investor. In addition, no Administrative Agent shall agree to any amendment of this Agreement not specifically described in the two 121

preceding sentences without the consent of the related Group Majority Investors (which consent shall not be unreasonably withheld or delayed). In the event an Administrative Agent requests any Investor’s consent pursuant to the foregoing provisions and such Administrative Agent does not receive a consent (either positive or negative) from such Investor within 10 Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether such Administrative Agent shall have obtained sufficient consent hereunder. (a) Each Administrative Agent shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. SECTION 9.9. Administrative Agent’s Reliance, Etc. Neither any Administrative Agent nor any directors, officers, agents or employees of an Administrative Agent shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, each Administrative Agent: (i) may consult with legal counsel (including counsel for any Parent Group Member), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Investor and shall not be responsible to any Investor for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any Parent Group Member or the Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the Collection Agent; (iv) shall not be responsible to any Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties. SECTION 9.10. Indemnification of the Administrative Agents. The Bank Investors, in each Related Group agree to indemnify the Administrative Agent for such Related Group (to the extent not reimbursed by the Transferor), ratably in accordance with their Pro Rata Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by such Administrative Agent, any of the other Transaction Documents hereunder or thereunder (including, in the case of the Administrative Agent for Sheffield, for any amounts payable by such Administrative Agent by reason of the last sentence of Section 9.4), provided that the Bank Investors, in a Related Group 122

shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the applicable Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, the Bank Investors, in each Related Group agree to reimburse the Administrative Agent for such Related Group, ratably in accordance with their Pro Rata Shares, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by such Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of such Bank Investors, hereunder and/or thereunder and to the extent that such Administrative Agent is not reimbursed for such expenses by the Transferor. SECTION 9.11. Successor Administrative Agents. Any Administrative Agent may resign at any time by giving written notice thereof to the Agent, each Investor in its Related Group and the Transferor and may be removed at any time with cause by the applicable Group Majority Investors. Upon any such resignation or removal, the Group Majority Investors for such Related Group shall appoint a successor Administrative Agent. Each Investor agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed for such Related Group, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Group Majority Investors’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Investors in such Related Group, appoint a successor Administrative Agent for such Related Group which successor Administrative Agent shall be either (i) a commercial bank having a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. SECTION 9.12. Payments by the Administrative Agents. Unless specifically allocated to an Investor pursuant to the terms of this Agreement, all amounts received by an Administrative Agent on behalf of the Investors in its Related Group shall be paid by such Administrative Agent to the Investors in its Related Group (at their respective accounts specified in their respective Assignment and Assumption Agreements) in accordance with their respective related pro rata interests in the Net Investment and, with respect to any L/C Issuer in such Related Group, in any amounts paid in respect of Reimbursement Obligations, in each case on the Business Day received by such Administrative Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case such Administrative Agent shall use its reasonable efforts to pay such amounts to the Investors in its Related Group on such Business 123

Day, but, in any event, shall pay such amounts to such Investors in accordance with their respective related pro rata interests in the Net Investment and, with respect to any L/C Issuer in such Related Group, in any amounts paid in respect of Reimbursement Obligations, not later than the following Business Day. ARTICLE X MISCELLANEOUS SECTION 10.1. Term of Agreement. This Agreement shall terminate on the date following the Termination Date on which the Final Collection Date shall occur; provided, however, that (i) the rights and remedies of the Agent, the Investors and the Administrative Agents with respect to any representation and warranty made or deemed to be made by the Transferor pursuant to this Agreement, (ii) the indemnification and payment provisions of Article VIII, Section 9.4 and Section 9.10, and (iii) the agreement set forth in Section 10.9 hereof, shall be continuing and shall survive any termination of this Agreement. SECTION 10.2. Waivers; Amendments. No failure or delay on the part of the Agent, any Investor or any Administrative Agent in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any provision of this Agreement may be amended or waived if, but only if, in the case of any amendment, such amendment is in writing and is signed by the Transferor, the Agent, each Administrative Agent and the Majority Investors and in the case of any waiver, such waiver is granted in writing by each Administrative Agent; provided that no Administrative Agent for a Conduit Investor shall consent to any such amendment or waiver unless each applicable Rating Agency shall have either (i) received prior notice of such amendment or waiver and, in the case of any material amendment or waiver, confirmed that such amendment or waiver will not result in the reduction or withdrawal of the then current rating of the Commercial Paper issued by such Conduit Investor or (ii) advised such Conduit Investor or its related Administrative Agent that amendments or waivers may be effected without the need for any further confirmation by such Rating Agency. SECTION 10.3. Notices. Except as provided below, all communications and notices provided for hereunder shall be in writing (including telecopy or electronic facsimile transmission or similar writing) and shall be given to the other party at its address or telecopy number set forth below or at such other address or telecopy number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by telecopy when such telecopy is transmitted to the telecopy number specified in this Section 10.3 and confirmation is received, (ii) if given by mail 3 Business Days following such posting, postage prepaid, U.S. certified or registered, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 10.3. However, anything in this Section to the contrary notwithstanding, the Transferor hereby authorizes each Investor, each Administrative Agent and the Agent to effect Transfers, Tranche 124

Period and Tranche Rate selections based on telephonic notices made by any Person which such Investor, such Administrative Agent or the Agent, as applicable, in good faith believes to be acting on behalf of the Transferor. The Transferor agrees to deliver promptly to each such Investor or Administrative Agent or the Agent, as applicable, a written confirmation of each telephonic notice directed to such Person signed by an authorized officer of Transferor. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Agent or the applicable Investor or Administrative Agent, the records of such Investor or Administrative Agent or the Agent, as applicable shall govern absent manifest error. If to the Transferor: (NMC Funding Corporation) 920 Winter Street Waltham, MA 02451 Telephone: (781) 699-2668 Telecopy: (781) 699-9756 Attn: Mark Fawcett Payment Information: Chase Manhattan Bank, N.A. ABA 021-000-021 Account 323-0-76823 If to the Collection Agent: National Medical Care, Inc. 920 Winter Street Waltham, MA 02451 Telephone: (781) 699-2668 Telecopy: (781) 699-9756 Attn: Mark Fawcett If to the Agent: The Bank of Nova Scotia 40 King Street W 62nd Floor Toronto, ON Canada M5W2X6 Attention: Michellec Phillips Telephone: (416) 945-8924 Fax: (416) 350-1133 E-mail: michellec.phillips@scotiabank.com with a copy to: 125

The Bank of Nova Scotia 250 Vesey Street 23rd Floor New York, NY 10281 Attention: Darren Ward Tel: (212) 225-5264 Fax: (212) 225-5274 Email: Darren.Ward@scotiabank.com If to Liberty Street: c/o Global Securitization Services, LLC 114 West 47th Street, Suite 2310 New York, New York 10036 Attention: Jill A. Russo Telephone: (212) 295-2742 Telecopy: (212) 302-8767 If to the Administrative Agent for Liberty Street: The Bank of Nova Scotia 40 King Street W 62nd Floor Toronto, ON Canada M5W2X6 Attention: Michellec Phillips Telephone: (416) 945-8924 Fax: (416) 350-1133 E-mail: michellec.phillips@scotiabank.com with a copy to: The Bank of Nova Scotia 250 Vesey Street 23rd Floor New York, NY 10281 Attention: Darren Ward Tel: (212) 225-5264 Fax: (212) 225-5274 Email: Darren.Ward@scotiabank.com If to Thunder Bay: c/o Global Securitization Services, LLC 68 South Service Road, Suite 120 126

Melville, New York 11747 Attention: Kevin Burns Tel: (631) 587-4700 Fax: (212) 302-8767 Email: conduitadminRBCUS@gssnyc.com with a copy to: c/o Royal Bank of Canada Two Little Falls CentreCenter 2751 Centerville Road, Suite 212 Wilmington, DE 19808 Attn: Securitization Finance Tel: (302) 892-59015903 Fax: (302) 892-5900 E-mail: conduit.management@rbccm.com If to the Administrative Agent for Thunder Bay: Royal Bank of Canada 200 Vesey Street New York, NY 10281-8098 Attn: Securitization Finance Telephone: (212) 428-6537 Email: conduit.management@rbccm.com With a copy to: c/o Royal Bank of Canada Two Little Falls Centre 2751 Centerville Road, Suite 212 Wilmington, DE 19808 Attn: Securitization Finance Tel: (302) 892-5901 Fax: (302) 892-5900 Email: conduit.management@rbccm.com If to Sheffield or its Administrative Agent: c/o Barclays Capital 745 7th Avenue, 5th Floor New York, NY, 10019 Attention: Laura SpichigerDavid Hufnagel Tel: (212) 528-7475 Email: laura.spichigerdavid.hufnagel@barclays.com 127

Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports and Cash Collections Reports should be sent to barcapconduitops@barclays.com and asgreports@barclays.com If to Atlantic Securitization or its Administrative Agent: Credit Agricole Corporate and Investment Bank, New York 1301 Avenue of the Americas New York, New York 10019 Attention: Deric Bradford/Sunny GulrajaniPatricia Considine, Bruce Deane and Tina Kourmpetis Telephone: (212) 261-3470/-78453618, (212) 261-7628, (212) 261-7814 Fax: (212) 261-3448 or 917-849-5584 Email: deric.bradford@ca-cib.com; sunny.gulrajani@ca-cib.compatricia.considine@ca-cib.com; bruce.deane@ca-cib.com; tina.kourmpetis@ca-cib.com If to PNC Bank, National Association: PNC Bank, National Association 300 Fifth Avenue, 11th Floor Pittsburgh, Pennsylvania 15222 Attention: Robyn Reeher Telephone: (412) 768-3090 Fax: (412) 762-9184 Email: robyn.reeher@pnc.com If to Victory Receivables Corporation or its Administrative Agent: Victory Receivables Corporation c/o Global Securitization Services, LLC 68 South Service Road114 West 47th Street, Suite 1202310 MelvilleNew York, New York 1174710036 Attention: David DeAngelisKevin J. Corrigan Tel: (631212) 930295-72162757 Fax: (212) 302-8767 Email: ddeangeliskcorrigan@gssnyc.com With a copy to: MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1251 Avenue of the Americas New York, NY 10020 128

Attention: Elizabeth Colon Tel: (212) 782-5716 Email: ecolon@us.mufg.jp and MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1251 Avenue of the Americas New York, NY 10020 Attention: Luna MillsEric Williams Telephone: (212) 782405-69596654 Fax: (212) 782-6448 Email: lmills@us.mufg.jperic.williams@mufgsecurities.com Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports and Cash Collections Reports should be sent to securitization_reporting@us.mufg.jp If to the Bank Investors, including, if applicable, in their capacities as L/C Issuers, at their respective addresses set forth on Schedule I or in the Assignment and Assumption Agreement pursuant to which it became a party hereto. SECTION 10.4. Governing Law; Submission to Jurisdiction; Integration. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE TRANSFEROR AND THE COLLECTION AGENT HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each of the Transferor and the Collection Agent hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing in this Section 10.4 shall affect the right of any Investor to bring any action or proceeding against the Transferor or the Collection Agent or any of their respective properties in the courts of other jurisdictions. (b) EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE 129

RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS. (c) This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (d) The Transferor and NMC each hereby appoint Arent Fox LLP, located at 1675 Broadway1301 Avenue of the Americas, Floor 42, New York, New York 10019 as the authorized agent upon whom process may be served in any action arising out of or based upon this Agreement, the other Transaction Documents to which such Person is a party or the transactions contemplated hereby or thereby that may be instituted in the United States District Court for the Southern District of New York and of any New York State Court sitting in the City of New York by any Administrative Agent, the Agent, any Investor, any Collateral Agent or any assignee of any of them. SECTION 10.5. Severability; Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 10.6. Successors and Assigns. This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that neither the Transferor nor the Collection Agent may assign any of its rights or delegate any of its duties hereunder or under any of the other Transaction Documents to which it is a party without the prior written consent of each Administrative Agent. No provision of this Agreement shall in any manner restrict the ability of any Conduit Investor, any Bank Investor to assign, participate, grant security interests in, or otherwise transfer any portion of the Transferred Interest. (a) Each of the Transferor and the Collection Agent hereby agrees and consents to the assignment by any Conduit Investor from time to time of all or any part of its rights under, interest in and title to this Agreement and the Transferred Interest to any Liquidity Provider or Credit Support Provider for such Conduit Investor. In addition, each of the Transferor and the Collection Agent hereby consents to and acknowledges the assignment by any Conduit Investor of all of its rights under, interest in and title to this Agreement and the Transferred Interest to the related Collateral Agent. (b) Any Investor may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Investor, including any pledge or assignment (i) to secure obligations to a Federal Reserve Bank or (ii) to a collateral agent or a security trustee in connection with the funding by such Investor; provided 130

that no such pledge or assignment shall release such Investor from any of its obligations hereunder or substitute any such pledgee or assignee for such Investor as a party hereto. SECTION 10.7. Waiver of Confidentiality. The Transferor hereby consents to the disclosure of any non-public information with respect to it received by any Conduit Investor, the Agent, any Bank Investor or any Administrative Agent to any of the Conduit Investors, the Agent, any nationally recognized rating agency rating the Commercial Paper of such Conduit Investor or its Related CP Issuer, any Administrative Agent, any Collateral Agent, any Bank Investor or potential Bank Investor, any Liquidity Provider or any Credit Support Provider in relation to this Agreement. SECTION 10.8. Confidentiality Agreement. (a) Each of the parties hereto hereby agrees that, from the commencement of discussions with respect to the transactions contemplated by the Transaction Documents (the “Transaction”), each of the parties hereto (and each of their respective, and their respective affiliates, employees, officers, directors, advisors, representatives and agents) are permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Internal Revenue Code Sections 6011, 6111 and 6112 and the regulations promulgated thereunder) of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided to any party related to such structure and tax aspects. In this regard, the parties hereto acknowledge and agree that the disclosure of the structure or tax aspects of the Transaction is not limited in any way by an express or implied understanding or agreement, oral or written (whether or not such understanding or agreement is legally binding). Furthermore, each of the parties hereto acknowledges and agrees that it does not know or have reason to know that its use or disclosure of information relating to the structure or tax aspects of the Transaction is limited in any other manner (such as where the Transaction is claimed to be proprietary or exclusive) for the benefit of any other Person. (b) Subject to Section 10.8(a), each of the Transferor and the Collection Agent hereby agrees that it will not disclose, and the Transferor will cause each Parent Group Member to refrain from disclosing, the contents of this Agreement or any other proprietary or confidential information of any Conduit Investor, the Agent, any Administrative Agent, any Collateral Agent, any Liquidity Provider or any Bank Investor to any other Person except (i) as required by federal or state securities laws, (ii) its auditors and attorneys, employees, equity investors or financial advisors (other than any commercial bank) and any nationally recognized rating agency (including in compliance with Rule 17g-5 under the Securities Exchange Act of 1934 or to any other rating agency in compliance with any such similar rule or regulation in any relevant jurisdiction) provided such auditors, attorneys, employees financial advisors or rating agencies are informed of the highly confidential nature of such information or (iii) following notice thereof to each Administrative Agent, as otherwise required by other applicable law or order of a court of competent jurisdiction. (c) Each Administrative Agent, each Investor and the Agent acknowledges that it or its agents or representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records (“Confidential Information”) identified to it in writing as being of a confidential nature or in which the Transferor or an Originating Entity 131

has a proprietary interest. Subject to Section 10.8(a), each Administrative Agent, each Investor and the Agent agrees that all such Confidential Information so obtained by it is to be regarded as confidential information and that such Confidential Information may be subject to laws, rules and regulations regarding patient confidentiality, and agrees that (x) it shall retain in confidence, and shall ensure that its agents and representatives retain in confidence, and will not disclose, any of such Confidential Information without the prior written consent of the Transferor and (y) it will not, and will ensure that its agents and representatives will not, make any use whatsoever (other than for purposes of this Agreement) of any of such Confidential Information without the prior written consent of the Transferor; provided, however, that such Confidential Information may be disclosed to the extent that such Confidential Information (i) may be or becomes generally available to the public (other than as a breach of this Section 10.8(c), (ii) is required or appropriate in response to any summons or subpoena in connection with any litigation or (iii) is required by law to be disclosed; and provided, further, however, that such Confidential Information may be disclosed to (A) the Agent, any Administrative Agent, any Investor, any Credit Support Provider, any Liquidity Provider, any Person holding an equity interest in a Conduit Investor, any of their respective successors and permitted assigns and any of their respective Affiliates, subject to the terms of this Section 10.8(c), (B) any such Person’s directors, employees, legal counsel, auditors and other business advisors, (C) any such Person’s government regulators and (D) the rating agencies rating any Commercial Paper issued by a Conduit Investor, provided that the Person making such disclosure shall advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such Confidential Information is to be regarded and maintained as confidential information and that each Administrative Agent has agreed to keep confidential such Confidential Information as provided in clauses (x) and (y) above. Notwithstanding anything herein to the contrary, the parties hereto agree that the Transferor and the Collection Agent shall not be required to furnish any patient specific medical information to the extent the disclosure of such information would violate applicable law, unless and until the recipient of such information executes and delivers a business associate agreement in substantially the form attached as Exhibit J. SECTION 10.9. No Bankruptcy Petition Against Conduit Investors. Each of the Transferor and the Collection Agent hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all outstanding Commercial Paper or other indebtedness of any Conduit Investor or its Related CP Issuer, it will not, and the Transferor will cause each Parent Group Member to not, institute against, or encourage, assist or join any other Person in instituting against, such Conduit Investor or its Related CP Issuer any bankruptcy, reorganization, arrangement insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States or any other proceedings related to an Event of Bankruptcy. Notwithstanding any provision contained in this Agreement to the contrary, no Conduit Investor shall, nor shall any Conduit Investor be obligated to, pay any amount pursuant to this Agreement unless (i) the Conduit Investor has received funds which may be used to make such payment in accordance with such Conduit Investor's commercial paper program documents, which funds are not required to repay its or its Related CP Issuer’s Commercial Paper when due; and (ii) after giving effect to such payment, either (x) there is sufficient liquidity available (determined in accordance with such program documents) to pay the Face Amount of all its Commercial Paper, (y) the Conduit Investor is not rendered insolvent or 132

(z) its and its Related CP Issuer’s Commercial Paper has been repaid in full. Any amount which the Conduit Investor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the United States Bankruptcy Code) against or a corporate obligation of the Conduit Investor for any insufficiency. For purposes of the foregoing, the term “Conduit Investor” shall include Sheffield in its capacity as a Bank Investor. The provisions of this Section shall survive the termination of this Agreement. SECTION 10.10. No Recourse Against Stockholders, Officers or Directors. No recourse under any obligation, covenant or agreement of any Conduit Investor contained in this Agreement shall be had against Global Securitization Services, LLC (nor any affiliate thereof), AMACAR Group L.L.C. (nor any affiliate thereof), or any stockholder, officer or director of such Conduit Investor, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of such Conduit Investor, and that no personal liability whatsoever shall attach to or be incurred by Global Securitization Services, LLC (or any affiliate thereof), AMACAR Group L.L.C. (or any affiliate thereof), or the stockholders, officers, or directors of such Conduit Investor, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of such Conduit Investor contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by a Conduit Investor of any of such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of Global Securitization Services , LLC (or any affiliate thereof), AMACAR Group L.L.C. (or any affiliate thereof) and every such stockholder, officer or director of such Conduit Investor is hereby expressly waived as a condition of and consideration for the execution of this Agreement. SECTION 10.11. Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the Investors, and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvency. If, notwithstanding the intention of the parties expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Agent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the Transferor’s right, title and interest in, to and under the Receivables, together with Related Security, Collections and Proceeds with respect thereto, and together with all of the Transferor’s rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. The Transferor hereby assigns to the Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating 133

Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent. SECTION 10.12. Perfection Representations. The Perfection Representations shall be a part of the Agreement for all purposes. The Perfection Representations shall survive termination of the Agreement. SECTION 10.13. Acknowledgement and Consent to EU Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among any of the parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement or any Transaction Document to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) applicable: the effects of any Bail-in Action on any such liability, including, if (i) liability; a reduction in full or in part or cancellation of any such (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. SECTION 10.14. PATRIOT Act Notice. Each Administrative Agent hereby notifies the Transferor that pursuant to the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies the Transferor, which information includes the name, address, tax identification number and other information that will allow the 134

Administrative Agent to identify the Transferor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act. Promptly following any request therefor, the Transferor shall deliver to each Administrative Agent all documentation and other information required by bank regulatory authorities requested by such Administrative Agent for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Rule or other applicable anti-money laundering laws, rules and regulations. SECTION 10.15. Purchase of Interests of the CACIB Group. (a) Upon the satisfaction of the conditions set forth in paragraphs (i) through (v) below, Credit Agricole, as Administrative Agent for the CACIB Group, may provide written notice (such notice, a “CACIB Notice”) to the Transferor, with a copy to the Agent and each other Administrative Agent, advising the addressees of the CACIB Notice that the CACIB Group is exercising its rights under this Section 10.15. If Credit Agricole has provided the CACIB Notice, the Transferor will be required to purchase the CACIB Group’s interest in the Transferred Interest (to the extent not transferred by the CACIB Group pursuant to subsection (b)) on a Business Day that is specified in the CACIB Notice, which must be not less than forty-five (45) days after the delivery of the CACIB Notice (the “CACIB Repurchase Date”). The applicable conditions are: (i) Atlantic Securitization and its Related CP Issuer must have determined reasonably and in good faith that the funding of its share of the Net Investment through the issuance of Commercial Paper is not possible. (ii) Atlantic Securitization and its Related CP Issuer have been unable to access the commercial paper markets for a period of eight (8) consecutive calendar months to fund the CACIB Group’s share of the Net Investment. (iii) The Bank Investor in the CACIB Group has funded the CACIB Group’s entire share of the Net Investment for a period of eight (8) consecutive calendar months. (iv) The last day of such eight-month period falls more than two (2) years after the date of the most recent amendment or restatement of this Agreement that has included an extension of the Commitment Termination Date. (v) Atlantic Securitization and its Related CP Issuer have been unable to access the commercial paper markets on any date that falls after the end of such eight-month period but before the date on which Credit Agricole provides the CACIB Notice. (b) Promptly after delivering the CACIB Notice, Credit Agricole, as Administrative Agent for the CACIB Group, will commence using its commercially reasonable best efforts to sell its entire interest in the Transferred Interest and assign its other rights, obligations and duties under this Agreement, in each case to one or more of the other Related 135

Groups or to one or more other financial institutions that are reasonably acceptable to the Agent, or any combination of such potential purchasers, all in accordance with Section 9.7. However, the CACIB Group will not be required to sell any portion of its interest in the Transferred Interest for any consideration not payable in immediate funds or for less than the purchase price that the Transferor would be required to pay under subsection (c). To the extent reasonably practicable, Credit Agricole must keep the Transferor fully apprised on a current basis of the status of its efforts to sell its interest in the Transferred Interest and assign its other rights, obligations and duties under this Agreement, so that the Transferor can make informed decisions about how to make arrangements to satisfy its obligations under subsection (c). (c) Not earlier than the tenth day and not later than the fifth day before the CACIB Repurchase Date, Credit Agricole must deliver written notice to the Transferor (a “CACIB Repurchase Notice”), with a copy to the Agent, specifying the portion of the CACIB Group’s interest in the Transferred Interest that the CACIB Group has not transferred to another party pursuant to subsection (b) (the “Unsold Transferred Interest”). The CACIB Repurchase Notice must also specify the CACIB Repurchase Price (as defined below): (i) The “CACIB Repurchase Price” shall equal the result of (A) the sum of (1) the CACIB Group’s Net Investment in the Unsold Transferred Interest, and (2) all Discount accrued and to accrue thereon through the CACIB Repurchase Date, minus (B) an amount equal to (1) the arrangement fee paid to Credit Agricole, as Administrative Agent, on the date of the then most recent Investor Fee Letter, multiplied by (2) a fraction, the numerator of which is the number of days from and including the CACIB Repurchase Date to but excluding the specific date included in the definition of “Commitment Termination Date,” and the denominator of which is the number of days from an including the date of the most recent Investor Fee Letter. (ii) Not later than the close of business (New York time) on the CACIB Repurchase Date, following any payments to be made by the Collection Agent pursuant to Sections 2.5 and 2.6 on such date: (A) The CACIB Group shall transfer and assign the Unsold Transferred Interest to the Transferor. The transfer and assignment shall be without recourse and without representation or warranty except that the CACIB Group will be required to represent that it has not assigned (whether outright or as security) any portion of the Unsold Transferred Interest to any other party. (B) The Transferor shall pay to Credit Agricole, as Administrative Agent, for the account of the members of the CACIB Group, the CACIB Repurchase Price (after deducting any amounts paid to Credit Agricole, as Administrative Agent, on behalf of the CACIB Group on such date), in immediate funds. 136

(C) The Transferor shall pledge to the Agent for the benefit of the L/C Issuer in the CACIB Group cash in an aggregate amount sufficient to fully Cash-Collateralize all Letters of Credit then outstanding that have been issued by such L/C Issuer. (iii) The CACIB Repurchase Price set forth in the CACIB Repurchase Notice shall be calculated by Credit Agricole. If, and only if, such calculation has been approved by the Agent, such calculation shall be conclusive and binding absent manifest error. If the Agent does not approve the calculation of the CACIB Repurchase Price by Credit Agricole, then, if the Transferor chooses to contest Credit Agricole’s calculation of the CACIB Repurchase Price, Credit Agricole’s calculation of the CACIB Repurchase Price will not be presumed to be either accurate or inaccurate. If the Transferor disputes Credit Agricole’s calculation of the CACIB Repurchase Price, the Transferor shall nevertheless be obligated to close on the purchase of the Unsold Transferred Interest in accordance with paragraph (ii) above without prejudice to the Transferor’s right to recover from Credit Agricole any excess of the CACIB Repurchase Price as calculated by Credit Agricole over the CACIB Repurchase Price as finally determined (by whatever dispute resolution mechanism the Transferor and Credit Agricole ultimately employ). (d) Upon the transfer and assignment of all of the CACIB Group’s interest in the Transferred Interest pursuant to this Section 10.15, the Commitment of the CACIB Group shall be reduced to zero and each of Credit Agricole, as Administrative Agent and as Bank Investor, and Atlantic Securitization, as Conduit Investor, shall cease to be a party to this Agreement and the Investor Fee Letter. If any portion of the CACIB Group’s Transferred Interest or other rights, obligations and duties under this Agreement have been transferred to one or more financial institutions not already a party to this Agreement as an Investor, each such financial institution must become a party to this Agreement and the Investor Fee Letter as an Investor of the appropriate category. (e) Notwithstanding anything to the contrary, no purchase by the Transferor on a CACIB Repurchase Date pursuant to this Section 10.15 shall occur and each CACIB Notice and CACIB Repurchase Notice shall be void if (i) any Potential Termination Event or Termination Event has occurred and is continuing on such date, (ii) a Termination Date has been set, (iii) after giving effect to such repurchase, the Percentage Factor would exceed the Maximum Percentage Factor or (iv) such repurchase would cause a Potential Termination Date or a Termination Date to occur. This clause (e) shall have no effect on any sale of the CACIB Group’s interest in the Transferred Interest or any assignment of its other rights, obligations and duties under this Agreement to any other Related Group or financial institution pursuant to Section 9.7. (f) Each member of the CACIB Group acknowledges and agrees that it will not, and will cause each of its affiliates to not, institute against, or encourage, assist or join any other Person in instituting against, the Transferor any bankruptcy, reorganization, 137

arrangement insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States or any other proceedings related to an Event of Bankruptcy solely for failure of the Transferor to repurchase the CACIB Group’s Transferred Interest pursuant to this Section 10.15. 138

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Transfer and Administration Agreement as of the date first written above. NMC FUNDING CORPORATION, as Transferor By: Name: Title: NATIONAL MEDICAL CARE, INC., as Collection Agent By Name: Title: 139

THE BANK OF NOVA SCOTIA, as Agent, as an Administrative Agent and as a Bank Investor By: Name: Title: LIBERTY STREET FUNDING LLC, as a Conduit Investor By: Name: Title: 140

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK, as an Administrative Agent and as a Bank Investor By: Name: Title: By: Name: Title: ATLANTIC ASSET SECURITIZATION LLC, as a Conduit Investor By: Credit Agricole Corporate and Investment Bank, New York, its Attorney-in-Fact By: Name: Title: By: Name: Title: 141

BARCLAYS BANK PLC, as a Bank Investor (solely in the capacity as an L/C Issuer) and as an Administrative Agent By: Name: Title: SHEFFIELD RECEIVABLES COMPANY, LLC, as a Conduit Investor and as a Bank Investor (for all purposes other than in the capacity of an L/C Issuer) By: Name: Title: 142

ROYAL BANK OF CANADA, as an Administrative Agent and as a Bank Investor By: Name: Title: By: Name: Title: THUNDER BAY FUNDING, LLC, as a Conduit Investor By: Name: Title: 143

PNC BANK, NATIONAL ASSOCIATION, as an Administrative Agent, as a Bank Investor and as a Conduit Investor By: Name: Title: By: Name: Title: 144

MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as an Administrative Agent By: Name: Title: MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Bank Investor By: Name: Title: VICTORY RECEIVABLES CORPORATION, as a Conduit Investor By: Name: Title: 145

SCHEDULE I to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT NOTICE ADDRESSES FOR BANK INVESTORS THE BANK OF NOVA SCOTIA 40 King Street W 62nd Floor Toronto, ON Canada M5W2X6 Attention: Michellec Phillips Telephone: (416) 945-8924 Fax: (416) 350-1133 E-mail: michellec.phillips@scotiabank.com with a copy to: THE BANK OF NOVA SCOTIA 250 Vesey Street 23rd Floor New York, NY 10281 Attention: Darren Ward Tel: (212) 225-5264 Fax: (212) 225-5274 E-mail: darren.ward@scotiabank.com SHEFFIELD RECEIVABLES COMPANY, LLC c/o Barclays Capital 745 7th Avenue, 5th Floor New York, NY, 10019 Attention: Laura SpichigerDavid Hufnagel Tel: (212) 528-7475 E-mail: laura.spichigerdavid.hufnagel@barclays.com Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports and Cash Collections Reports should be sent to barcapconduits@barclays.com and asgreports@barclays.com 146

ROYAL BANK OF CANADA Royal Bank Plaza, North Tower 200 VeseyBay Street New York, New York 10281-8098 Attention: Conduit Funding 2nd Floor Toronto Ontario M5J2W7 Attn: Securitization Finance TelTelephone: (212416) 428-6291842-3842 E-mail: conduit.funding@rbccm.comEmail: conduit.management@rbccm.com With a copy to: ROYAL BANK OF CANADA Two Little Falls Center 2751 Centerville Road, Suite 212 Wilmington, DE 19808 Telephone: (302)-892-5903 Email: conduit.management@rbccm.com CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK 1301 Avenue of the Americas New York, New York 10019 Attention: Deric Bradford/Sunny GulrajaniPatricia Considine, Bruce Deane and Tina Kourmpetis Telephone: (212) 261-3470/-78453618, (212) 261-7628, (212) 261-7814 Fax: (212) 261-3448 or 917-849-5584 E-mail: deric.bradford@ca-cib.com; sunny.gulrajanipatricia.considine@ca-cib.com; bruce.deane@ca-cib.com; tina.kourmpetis@ca-cib.com PNC BANK, NATIONAL ASSOCIATION 300 Fifth Avenue, 11th Floor Pittsburgh, Pennsylvania 15222 Attention: Robyn Reeher Telephone: (412) 768-3090 Fax: (412) 762-9184 Email: robyn.reeher@pnc.com MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH Investment Banking Division for the Americas 1251 Avenue of the Americas New York, NY 10020 147

Attention: Luna MillsEric Williams Telephone: (212) 782405-69596654 Fax: (212) 782-6448 Email: lmills@us.mufg.jperic.williams@mufgsecurities.com With a copy to: MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH 1251 Avenue of the Americas New York, NY 10020 Attention: Elizabeth Colon Tel. (212) 782-5716 Email: ecolon@us.mufg.jp Notices of Incremental Transfers, notices or reductions to the Net Investment and monthly Investor Reports and Cash Collections Reports should be sent to securitization_reporting@us.mufg.jp 148

SCHEDULE II to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT COMMITMENTS OF BANK INVESTORS Bank Investor Commitment The Bank of Nova Scotia $150,000,000.00175,000,000.00 Credit Agricole Corporate and Investment Bank, $140,000,000.00145,000,000.00 New York Sheffield Receivables Company, LLC $140,000,000.00145,000,000.00 Royal Bank of Canada $140,000,000.00145,000,000.00 PNC Bank, National Association $115,000,000.00145,000,000.00 The Bank of Tokyo-Mitsubishi UFJ, Ltd., $115,000,000.00 $145,000,000.00 MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch TOTAL $800,000,000.00900,000,000.00 RELATED GROUP LIMITS Conduit Investor Related Group Limit Liberty Street Funding LLC $150,000,000.00175,000,000.00 Atlantic Asset Securitization LLC $140,000,000.00145,000,000.00 Sheffield Receivables Company, LLC $140,000,000.00145,000,000.00 149

Thunder Bay Funding, LLC $140,000,000.00145,000,000.00 PNC Bank, National Association $115,000,000.00145,000,000.00 Victory Receivables Corporation $115,000,000.00145,000,000.00 TOTAL $800,000,000.00900,000,000.00 150

SCHEDULE III to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Agreement, the Receivables Purchase Agreement and the Transferring Affiliate Letter, each of the Transferor and the Collection Agent hereby represents, warrants, and covenants to the Agent, the Administrative Agents and the Investors as follows on the date hereof and on the date of each Transfer under the Agreement: 1. Perfection Representations: (a) (i) Each purchase of Receivables under the Transferring Affiliate Letter constitutes a true sale of such Receivables from the applicable Transferring Affiliate to the Seller, conveying good title thereto free and clear of any Adverse Claims, and is enforceable as such against creditors of and purchasers from such Transferring Affiliate. If, notwithstanding the foregoing, any such purchase of Receivables is deemed not to be a true sale, then the Transferring Affiliate Letter creates a valid and continuing security interest (as defined in the applicable UCC) in such Receivables in favor of the Seller, which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from the Transferring Affiliates. In addition, the Transferring Affiliate Letter creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables arising after the Termination Date in favor of the Seller, which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from the Transferring Affiliates. (ii) Each purchase of Receivables under the Receivables Purchase Agreement constitutes a true sale of such Receivables from the Seller to the Transferor, conveying good title thereto free and clear of any Adverse Claims, and is enforceable as such against creditors of and purchasers from the Seller. If, notwithstanding the foregoing, any such purchase of Receivables is deemed not to be a true sale, then the Receivables Purchase Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in such Receivables in favor of the Transferor, which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from the Seller. In addition, the Receivables Purchase Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables arising after the Termination Date in favor of the Transferor, which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from Seller. (iii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Agent, which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from Transferor. 151

(b) The Receivables constitute “accounts” within the meaning of the applicable UCC. (c) Affiliate Letter, the Immediately prior to each purchase of Receivables under the Transferring applicable Transferring Affiliate had good and marketable title to such Receivables free and clear of any Adverse Claim, claim or encumbrance of any Person. Immediately prior to each purchase of Receivables under the Receivables Purchase Agreement, the Seller had good and marketable title to such Receivables free and clear of any Adverse Claim, claim or encumbrance of any Person. The Transferor owns and has good and marketable title to the Receivables free and clear of any Adverse Claim, claim or encumbrance of any Person. (d) The Transferor, the Seller and the Transferring Affiliates have caused or will have caused, within ten days after the effective date of the this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the Receivables from the Transferring Affiliates to the Seller, and from the Seller to the Transferor, and the security interest in the Receivables granted to the Agent hereunder. None of the Transferor, the Seller or the Transferring Affiliates is aware of any judgment or tax filings against it. (e) Other than the transfer of the Receivables from the Transferring Affiliates to the Seller under the Transferring Affiliate Letter, the transfer of the Receivables from the Seller to the Transferor under the Receivables Purchase Agreement, and the security interest granted to the Agent pursuant to this Agreement, neither the Transferor nor any Originating Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. Neither Transferor nor any Originating Entity has authorized the filing of, or is aware of any financing statements against Transferor or any Originating Entity that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Agent hereunder or that has been terminated. 2. Survival of Perfection Representations. Notwithstanding any other provision of the Agreement or any other Transaction Document, the representations contained in this Schedule shall be continuing, and remain in full force and effect (notwithstanding any termination of the Commitments or any replacement of the Collection Agent or termination of Collection Agent’s rights to act as such) until such time as all Aggregate Unpaids have been finally and fully paid and performed. 3. No Waiver. The Administrative Agent for each Conduit Investor agrees that it: (i) shall not, without obtaining a confirmation of the then-current rating of the Commercial Paper relating to such Conduit Investor, waive any of the Perfection Representations; (ii) shall provide the Ratings Agencies with prompt written notice of any breach of the Perfection Representations, and (iii) shall not, without obtaining a confirmation of the then-current rating of the Commercial Paper of such Conduit Investor(as determined after any adjustment or withdrawal of the ratings following notice of such breach) waive a breach of any of the Perfection Representations. 4. Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative 152

Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. 153

SCHEDULE IV to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVED] 1

EXHIBIT A to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF NOTICE OF INCREMENTAL TRANSFER (NI) The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 40 King Street W 62nd Floor Toronto, ON Canada M5W2X6 Attention: Michellec Phillips Telephone: (416) 945-8924 Fax: (416) 350-1133 E-mail: michellec.phillips@scotiabank.com with a copy to: The Bank of Nova Scotia 250 Vesey Street 23rd Floor New York, NY 10281 Attention: Darren Ward Tel: (212) 225-5264 Fax: (212) 225-5274 Email: Darren.Ward@scotiabank.com , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Seventh Amended and Restated Transfer and Administration Agreement, dated as of November 24, 2014 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the

Investors, undivided percentage ownership interests in the Receivables and the other Affected 1, on Assets related thereto for a Transfer Price of $ (the “Transfer Date”). The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below: Duration of Amount of Net Investment Type of Tranche Rate Initial Tranche Period [ ] [ ][CP Rate] [Eurodollar Rate][Base Rate] The Transferor hereby certifies that: (a) after giving effect to the payment to the Transferor of the foregoing Transfer Price, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, and (ii) the Percentage Factor would not exceed the Maximum Percentage Factor; and (b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the proposed Incremental Transfer (NI) and the payment to the Transferor of the Transfer Price related thereto. The Transferor hereby acknowledges and agrees that this Notice of Incremental Transfer (NI) is irrevocable and binding on it and agrees to indemnify each Investor against any loss or expense incurred by such Investor, either directly or indirectly (including, in the case of a Conduit Investor, through the related Liquidity Provider Agreement) as a result of any failure for any reason (including failure to satisfy any of the conditions precedent in respect hereto) by it to complete this Incremental Transfer (NI) including, without limitation, any loss (including loss of anticipated profits) or expense incurred by any Investor, either directly or indirectly (including, in the case of a Conduit Investor, pursuant to the related Liquidity Provider Agreement) by reason of the liquidation or reemployment of funds acquired by any Investor or a related Liquidity Provider (including, without limitation, funds obtained by issuing commercial paper or promissory notes or obtaining deposits as loans from third parties) for any Investor to fund this Incremental Transfer (NI). 1 To be at least $1,000,000 or integral multiples of $250,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit.

In accordance with Section 2.2(a) of the Transfer and Administration Agreement, the Agent shall advise each Administrative Agent of the allocation the Transfer Price in respect of the requested Incremental Transfer (NI) and the initial Tranche Period therefor. [signature page follows] NMC FUNDING CORPORATION By: Name: Title: cc: [each Administrative Agent]

EXHIBIT B to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF L/C ISSUANCE NOTICE The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 40 King Street W 62nd Floor Toronto, ON Canada M5W2X6 Attention: Michellec Phillips Telephone: (416) 945-8924 Fax: (416) 350-1133 E-mail: michellec.phillips@scotiabank.com with a copy to: The Bank of Nova Scotia 250 Vesey Street 23rd Floor New York, NY 10281 Attention: Darren Ward Tel: (212) 225-5264 Fax: (212) 225-5274 Email: Darren.Ward@scotiabank.com with a copy to: [Name of L/C Issuer], as L/C Issuer under the Transfer and Administration Agreement , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Seventh Amended and Restated Transfer and Administration Agreement, dated as of November 24 2014 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and The Bank of Nova Scotia, as agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement.

The Transferor hereby gives you notice pursuant to Section 2.18(a) of the Transfer and Administration Agreement, of its request that [ ] (the “L/C Issuer”) issue a Letter of Credit, in the form attached hereto, for the benefit of [Name of Beneficiary], in the amount of $ , to be issued on , with an expiration date of , . The Transferor has executed and delivered to the L/C Issuer such Letter of Credit Application in respect of the requested Letter of Credit as the L/C Issuer has requested. The undersigned hereby certifies that: (a) after giving effect to the issuance of the requested Letter of Credit, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, (ii) the Percentage Factor would not exceed the Maximum Percentage Factor, (iii) the Net Investment and Letter of Credit Obligations of the Bank Investor that is the L/C Issuer in respect of the requested Letter of Credit would not exceed such Bank Investor’s Commitment; (iv) the aggregate Net Investment and Letter of Credit Obligations of such Bank Investor’s Related Group would not exceed the applicable Related Group Limit and (v) the Maximum Aggregate Face Amount of all Letters of Credit then outstanding would not exceed the Facility L/C Sublimit; (b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration Agreement will be true and correct both immediately before and immediately after giving effect to the issuance of the requested Letter of Credit and the Incremental Transfer L/C related thereto; and (c) the expiry date of the requested Letter of Credit (including any scheduled or permitted extension thereof as contemplated in such Letter of Credit) is not later than (1) the earlier to occur of (i) the date that is one year three years after the issuance thereof and (ii) the date occurring five (5) Business Days prior tothat is one year after the Commitment Termination Date. or (2) in the case of any ESCO Letter of Credit, the date that is three years after the Commitment Termination Date provided that the L/C Fee shall increase to 1.75% per annum for the period from the Commitment Termination Date to the expiry date of such ESCO Letter of Credit. NMC FUNDING CORPORATION By: Name: Title:

EXHIBIT C to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF L/C MODIFICATION NOTICE The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 40 King Street W 62nd Floor Toronto, ON Canada M5W2X6 Attention: Michellec Phillips Telephone: (416) 945-8924 Fax: (416) 350-1133 E-mail: michellec.phillips@scotiabank.com with a copy to: The Bank of Nova Scotia 250 Vesey Street 23rd Floor New York, NY 10281 Attention: Darren Ward Tel: (212) 225-5264 Fax: (212) 225-5274 Email: Darren.Ward@scotiabank.com with a copy to: [Name of L/C Issuer], as L/C Issuer under the Transfer and Administration Agreement , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Seventh Amended and Restated Transfer and Administration Agreement, dated as of November 24 2014 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative

Agents” and The Bank of Nova Scotia, as agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.18(f) of the Transfer and Administration Agreement, of its request to [amend] [extend] [renew] [modify] Letter of Credit No. issued on , , for the benefit of [Name of Beneficiary], as reflected in the form attached hereto. Such L/C Modification is contemplated to become effective on , . Each of the L/C Issuer and the beneficiary in respect of such Letter of Credit have agreed to the L/C Modification contemplated herein. The undersigned hereby certifies that: (a) after giving effect to the requested L/C Modification, (i) the sum of the Net Investment plus the Interest Component of all outstanding Related Commercial Paper plus the Letter of Credit Obligations, would not exceed the Facility Limit, (ii) the Percentage Factor would not exceed the Maximum Percentage Factor, (iii) the Net Investment and Letter of Credit Obligations of the Bank Investor that is the L/C Issuer in respect of the affected Letter of Credit would not exceed such Bank Investor’s Commitment; (iv) the aggregate Net Investment and Letter of Credit Obligations of such Bank Investor’s Related Group would not exceed the applicable Related Group Limit and (v) the Maximum Aggregate Face Amount of all Letters of Credit then outstanding would not exceed the Facility L/C Sublimit; (b) the representations and warranties set forth in Section 3.1 of the Transfer and Administration agreement will be true and correct both immediately before and immediately after giving effect to the requested L/C Modification; and (c) after giving effect to the requested L/C Modification, the expiry date of the affected Letter of Credit (including any scheduled or permitted extension thereof as contemplated in such Letter of Credit) shall not be later than (1) the earlier to occur of (i) the date that is one yearthree years after the original issuance thereof and (ii) the date occurring five (5) Business Days prior to that is one year after the Commitment Termination Date. or (2) in the case of any ESCO Letter of Credit, the date that is three years after the Commitment Termination Date provided that the L/C Fee shall increase to 1.75% per annum for the period from the Commitment Termination Date to the expiry date of such ESCO Letter of Credit. NMC FUNDING CORPORATION By: Name: Title:

EXHIBIT D-1 to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF SPECIAL ACCOUNT LETTER

EXHIBIT D-1 FORM OF SPECIAL ACCOUNT BANK LETTER [for accounts with manual transfer] [DATE] [Name and Address of Special Account Bank] [Name of Originating Entity] Ladies and Gentlemen: Reference is made to our depository account[s] number[s] maintained in the name of the undersigned (the “Originating Entity”) with you (the “Account[s]”). Unless otherwise directed by the Originating Entity, you are hereby instructed to transfer funds on deposit in the Account[s] solely to the following account by [ACH transfer or, if so directed by the Originating Entity, by wire transfer][intrabank transfer]: [Name, number and designation of (i) the Concentration Account and Concentration Account Bank or (ii) the Intermediate Concentration Account, as applicable]. Each such transfer shall be made at the end of each banking day on which the amount on deposit in the Account[s] exceeds $20,000, with the amount of the transfer being equal to the total amount of such funds in excess of $5,000; provided that that Originating Entity may, at its option, deliver a standing instruction to you to effect such transfer at the end of each banking day regardless of the amount on deposit in the Account[s], with the amount of the transfer being equal to the total amount of funds in the Account[s]. In the event that you are directed by the Originating Entity to make any changes to the payment instructions specified in this letter, you are hereby instructed to notify Scotiabank in writing of such change at its address at The Bank of Nova Scotia, as Agent, 250 Vesey Street, 23rd Floor, New York, New York 10281, Attention: Asset-Backed Finance, Mid-Office Administration: William Sun Tel: (212) 225-5331 Fax: (212) 225-5274 Email: william.sun@scotiabank.com Judy Bookal Tel: (212) 225-5462 Fax: (212)225-5274 Email: judy.bookal@scotiabank.com

Please agree to the terms of, and acknowledge receipt of, this letter by signing in the space provided below on two copies hereof sent herewith and send the signed copies to NMC Funding Corporation and the Originating Entity at its address at 920 Winter Street, Waltham, MA 02451, Attention: Mark Fawcett. Very truly yours, [NAME OF ORIGINATING ENTITY] By: Title Agreed and acknowledged: [NAME OF SPECIAL ACCOUNT BANK] By: Title: 2

FORM OF SPECIAL ACCOUNT BANK LETTER [for zero balance accounts] [DATE] [Name and Address of Special Account Bank] [Name of Originating Entity] Ladies and Gentlemen: Reference is made to our depository account[s] number[s] maintained in the name of the undersigned (the “Originating Entity”) with you (the “Account[s]”). This letter confirms that, as of the date hereof, the Account is a zero balance account (“ZBA”) established in accordance with your standard policies and procedures. Unless otherwise directed by the Originating Entity, you are instructed by this letter to effect a transfer (the “Transfer”) at the end of each banking day of the available balance on deposit in the Account solely to the following account by ZBA transfer (internal book entry): [Name, number and designation of (i) the Concentration Account and Concentration Account Bank or (ii) the Intermediate Concentration Account, as applicable]. If so directed by the Originating Entity, the Transfer may be accomplished by ACH, wire or other means of transfer. In such event, the Originating Entity will complete any implementation forms required by you to effect any standing transfer instructions in accordance with your standard policies and procedures then in effect. In the event that you are directed by the Originating Entity to make any changes to the payment instructions specified in this letter, you are hereby instructed to notify Scotiabank in writing of such change at its address at The Bank of Nova Scotia, as Agent, 250 Vesey Street, 23rd Floor, New York, New York 10281, Attention: Asset-Backed Finance, Mid-Office Administration: William Sun Tel: (212) 225-5331 Fax: (212) 225-5274 Email: william.sun@scotiabank.com Darren Ward Tel: (212) 225-5264 Fax: (212) 225-5274 Email: darren.ward@scotiabank.com

EXHIBIT D-2 to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF CONCENTRATION ACCOUNT AGREEMENT

EXHIBIT D-2 FORM OF CONCENTRATION ACCOUNT AGREEMENT (the “Agreement”) [DATE] JPMorgan Chase Bank 270 Park Avenue New York, NY 10017-2070 Re: Account #323-0-76823 Ladies and Gentlemen: You are hereby notified, in connection with certain transactions involving its accounts receivable, that NMC FUNDING CORPORATION (the “Transferor”) has transferred certain rights in Account #323-0-76823 (the “Account”), as more particularly described below, to The Bank of Nova Scotia (“Scotiabank”), as Agent (the “Agent”) under the Seventh Amended and Restated Transfer and Administration Agreement dated November 24, 2014 by and among the Transferor, as transferor, National Medical Care, Inc., as Collection Agent, the entities from time to time parties thereto as “Conduit Investors,” “Bank Investors,” “Administrative Agents” and Scotiabank as Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time. The Agreement amends, restates and supersedes the letter agreement dated January 17, 2013 among the Transferor, The Bank of Nova Scotia, as agent thereunder, and you. (a)Transfer to the Agent. The Transferor has transferred exclusive ownership and dominion over the Account, including with respect to all monies, checks, instruments, collections, remittances and other payment items received in the Account (the “Payment Items”), to the Agent and, effective as of the Effective Time (as defined below), will transfer exclusive control of the Account to the Agent. (b) Prior to Notice of Effectiveness. You are hereby instructed: (i) until the Effective Time to make such transfers from the Account at such times and in such manner as the Transferor shall from time to time instruct to the extent such instructions are not inconsistent with the instructions set forth herein, and (ii) to permit the Transferor and the Agent to obtain upon request any information relating to the Account, including, without limitation, any information regarding the balance or activity of the Account. (c) Following Notice of Effectiveness.The Transferor and the Agent hereby instruct you, beginning on the opening of business on the business day next succeeding the business day on which a notice purporting to be signed by the Agent in substantially the form attached hereto as “Annex I” with a copy of this Agreement attached thereto (a “Notice of Effectiveness”) is received by facsimile or otherwise by [ ] or [ ] at the

address or facsimile number set forth below (or at such other address or facsimile number as you may from time to time notify the Agent and the Transferor in writing) (or if such Notice of Effectiveness is so received after 12:00 noon, New York City time, on any such business day, on the opening of business on the second business day next succeeding the business day on which such receipt occurs) (either such time, the “Effective Time”), (i) to transfer all funds deposited and collected in the Account pursuant to instructions given to you by the Agent from time to time, (ii) that notwithstanding anything herein or elsewhere to the contrary, the Agent, and not Transferor, shall be irrevocably entitled to exercise any and all applicable rights in respect of or in connection with the Payment Items, including, without limitation, the right to specify when payments in respect of the Payment Items are to be made out of or in connection with the Account and (iii) you shall not take instruction from the Transferor with respect to any amounts in the Account. You are hereby advised by the Agent and the Transferor that the Transferor has under a separate agreement granted to the Agent certain ownership and security interests in all Payment Items and their proceeds and all monies and earning, if any, therefrom the Account, and by your signature below you acknowledge being so advised. A “business day” is any day other than a Saturday, Sunday or other day on which you are or are authorized or required by law to be closed. Anything to the contrary herein notwithstanding, (i) all transactions relating to the Account or any Payment Items therein duly commenced by you or your affiliates in accordance with customary procedures prior to the Effective Time and so consummated or processed thereafter shall be deemed not to constitute a violation of this Agreement,; and (ii) you, and/or any affiliate may (at your discretion and without any obligation to do so) (x) cease honoring the Transferor’s instructions and/or commence honoring solely the Agent’s instructions concerning the Account or the Payment Items at any time or from time to time after you become aware that the Agent has sent a Notice of Effectiveness to you but prior to the Effective Time therefor (including without limitation halting, reversing or redirecting any transaction referred to in clause (i) above), or (y) deem a Notice of Effectiveness to be received by you for purposes of the foregoing prior to the specified individual’s actual receipt if otherwise actually received by you (or if such Notice of Effectiveness contains minor mistakes or other irregularities but otherwise substantially complies with the form attached hereto as “Annex I” or does not attach an appropriate copy of this Agreement) with no liability whatsoever to the Transferor or any other party for doing so and provided further that this Agreement evidences the Agent’s control over the Account and notwithstanding anything to the contrary in any other agreement governing the Account, on and after the Effective Time you shall comply with instructions originated by the Agent that are permitted under the Account Documentation directing the disposition of funds without further consent of the Transferor or any other person. (d) General Terms. The monies, checks, instruments and other items of payment mailed to, and funds deposited to, the Account will not be subject to deduction, setoff, banker’s lien, or any other right in favor of any person other than the Agent and the Transferor (except that you may set off (i) all amounts due to you in respect of your customary fees and expenses for the routine maintenance and operation of the Account, (ii) the face amount of any Payment Items which have been credited to the Account but are subsequently returned unpaid or charged back or, as to Payment Items consisting of payment orders or other electronic funds transfers, reversed, cancelled or otherwise corrected or adjusted, and (iii) to cover overdrafts in the Account). 2

This Agreement supplements, rather than replaces, your deposit account agreement, terms and conditions and other standard documentation in effect from time to time with respect to the Account or services provided in connection with the Account (the “Account Documentation”), which Account Documentation will continue to apply to the Account and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control). Without limiting the generality of the foregoing, it is understood and agreed that the only instructions the Transferor or the Agent are entitled to give with respect to the Account are those which are permitted under the Account Documentation and the Agent may request you to provide other services (such as automatic daily transfers) with respect to the Account on or after the Effective Time; however, if such services are not authorized or otherwise covered under the Account Documentation, your decision to provide any such services shall be made in your sole discretion (including without limitation being subject to the Transferor and/or the Agent executing such Account Documentation or other documentation as you may require in connection therewith). Prior to issuing any instructions which it is entitled to issue under this Agreement (for the avoidance of doubt, other than a Notice of Effectiveness), the Agent shall provide you with a Certificate of Incumbency substantially in the form of Annex II hereto. Anything to the contrary in this Agreement notwithstanding, (i) you shall have only the duties and responsibilities with respect to matters set forth herein as are expressly set forth in writing herein and shall not be deemed to be a fiduciary for any party hereto, (ii) you shall be fully protected in acting or refraining from acting in good faith on any written notice (including a Notice of Effectiveness), instruction, or request purportedly furnished to you by the Agent in accordance with the terms hereof, in which case the parties hereto agree that you have no duty to make any further inquiry whatsoever (without limiting the generality of the foregoing, it is hereby acknowledged and agreed that you have no knowledge of (and are not required to know) the terms and provisions of the separate agreement referred to in clause (c) above or any other related documentation to which you are not a party or whether any actions by the Agent (including without limitation the sending of a Notice of Effectiveness), the Transferor or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith), (iii) you shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except for your own willful misconduct or gross negligence (and, to the maximum extent permitted by law, shall under no circumstances be liable for indirect, special, punitive or consequential damages); further, you shall not be liable for losses or delays caused by force majeure, interruption or malfunction of computer, transmission or communications facilities, labor difficulties, court order or decree, the commencement of bankruptcy or other similar proceedings or other matters beyond your reasonable control; (iv) the Transferor hereby indemnifies you for, and holds you harmless against, any loss, cost, liability or expense (including reasonable inside or outside counsel fees and disbursements) incurred or suffered by you arising out of or in connection with this Agreement or the Account, except as may result from your willful misconduct or gross negligence, or any interpleader proceeding related thereto or incurred or suffered by you at the Transferor’s direction or instruction; and (v) upon and after the Effective Time, the Agent agrees to reimburse you for the item(s) referred to in clause (ii) of subparagraph (d) above (to the extent that the Agent has already received the benefits of such item(s)), in the event that there are insufficient funds in the Account therefor and 3

you have not received reimbursement from the Transferor within 10 days after your written request therefor. You may terminate this Agreement upon the sending of at least thirty (30) business days advance written notice to the other parties hereto. The Agent may terminate this Agreement upon the sending of at least five (5) business days advance written notice to the other parties hereto. The Transferor may not terminate this Agreement except upon the sending of at least ten (10) business days advance written notice to you accompanied by the Agent’s written consent to such termination. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally but only by an instrument in writing signed by you, the Agent and the Transferor. You shall not assign or transfer your rights or obligations hereunder (other than to the Agent) without the prior written consent of the Agent and the Transferor provided, however that you may transfer any such rights or obligations to an affiliate upon 30 days advance written notice to the Agent and the Transferor. Subject to the preceding sentence, this Agreement shall be binding upon each of the parties hereto and their respective successors and assigns, and shall inure to the benefit of, and be enforceable by, the Agent, each of the parties hereto and their respective successors and assigns. You hereby represent that the person signing this Agreement on your behalf is duly authorized by you to sign. You agree to give the Agent, at its address specified below, copies of each periodic statement relating to activity in the Account which you provide to the Transferor, together with such additional information relating to the Account as the Agent may from time to time reasonably request. You further agree to give the Agent and the Transferor prompt notice if the Account become subject to any writ, garnishment, judgement, warrant or attachment, execution or similar process. Any notice, demand or other communication required or permitted to be given hereunder shall be in writing and may be personally served or sent by facsimile or by courier service or by United States mail and except as provided above with respect to a Notice of Effectiveness shall be deemed to have been delivered when delivered in person or by courier service or by facsimile or three (3) business days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, (i) the addresses of the parties hereto shall be as set forth below each party’s name below, or, as to each party, at such other address as may be designated by such party in a written notice to the other party and the Agent and (ii) the address of the Agent shall be The Bank of Nova Scotia, 250 Vesey Street, 23rd Floor, New York, New York 10281, Attention: Asset-Banked Finance, Middle Office Administration, William Sun and Judy Bookal, facsimile: (212) 225-5274, email: william.sun@scotiabank.com, judy.bookal@scotiabank.com or at such other address as may be designated by the Agent in a written notice to each of the parties hereto. This Agreement may be signed in any number or counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, (ii) shall become effective when counterparts hereof have been signed by the parties 4

hereto and (iii) shall be governed by and construed in accordance with the laws of the State of New York. All parties hereby waive all rights to a trial by jury in any action or proceeding relating to the Account or this Agreement. 5

Please agree to the terms of, and acknowledge receipt of this notice by signing in the space provided below. Very truly yours, NMC FUNDING CORPORATION, By: Title: _ 920 Winter Street Waltham, Massachusetts 02451 Facsimile No: (781) 699-9756 ACKNOWLEDGED AND AGREED: JPMORGAN CHASE BANK By: Title: Date: Attention: [ ] JPMorgan Chase Bank 2 Chase Manhattan Plaza, 22nd Floor New York, NY 10081 Facsimile No:[ ] THE BANK OF NOVA SCOTIA, as Agent By: Name: Title:

ANNEX 1 TO CONCENTRATION ACCOUNT LETTER (FORM OF NOTICE OF EFFECTIVENESS) DATED: , 201 TO: JP Morgan Chase Bank 2 Chase Manhattan Plaza, 22nd Floor New York, N.Y. 10081 ATTN: [ ] or [ ] Re: Concentration Account Bank No. 323-0-76823 Ladies and Gentlemen: We hereby give you a “Notice of Effectiveness” with respect to the above referenced Account, as and to the extent described in our letter agreement with you dated [DATE], a copy of which is attached hereto. You are hereby instructed to comply with the instructions of the undersigned as set forth in that letter. Very truly yours, THE BANK OF NOVA SCOTIA, as Agent By: Title:

ANNEX II TO CONCENTRATION ACCOUNT LETTER (FORM OF INCUMBENCY CERTIFICATE) CERTIFICATE OF AN OFFICER OF THE BANK OF NOVA SCOTIA, AS AGENT The undersigned [ ] being an [Assistant Secretary][Vice President] of The Bank of Nova Scotia (the “Company”) hereby executes and delivers this certificate to JPMorgan Chase Bank (“JPMCB”) on behalf of the Company pursuant to the Concentration Account Letter dated as of [DATE] among the Company, NMC Funding Corporation, and JPMCB (as amended, restated, supplemented or otherwise modified from time to time, the “Concentration Account Letter”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Concentration Account Letter. The undersigned hereby certifies, as of the date hereof, that the following named persons are duly appointed officers of the Company, holding the office or offices set forth opposite their respective names, and each is authorized to execute and deliver, on behalf of the Company, instructions pursuant to the terms of the Concentration Account Letter, and the signatures appearing opposite the names of such individuals are authentic and genuine and are, in fact, the signatures of such individuals:

Name Title Signature [ ] [ ] [ ] [ ] [ ] [ ] IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20 . By: [Name] [Assistant Secretary][Vice President]

EXHIBIT D-3 to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF INTERMEDIATE CONCENTRATION ACCOUNT AGREEMENT EXHIBIT D-3 FORM OF INTERMEDIATE CONCENTRATION ACCOUNT AGREEMENT (the “Agreement”) [DATE] [Name and Address of Intermediate Concentration Account Bank] Re: Account #[ ] Ladies and Gentlemen: You are hereby notified, in connection with certain transactions involving its accounts receivable, that NMC FUNDING CORPORATION (the “Transferor”) has transferred certain rights in Account #[ ] (the “Account”), as more particularly described below, to The Bank of Nova Scotia (“Scotiabank”), as Agent (the “Agent”) under the Seventh Amended and Restated Transfer and Administration Agreement dated November 24, 2014 by and among the Transferor, as transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors,” “Bank Investors” and “Administrative Agents” and Scotiabank as Agent (as the same has been or may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “TAA”). (a) Transfer to the Agent. The Transferor hereby transfers exclusive ownership, dominion and control over the Account, including with respect to all monies, checks, instruments, collections, remittances and other payment items received in the Account (the “Payment Items”), to the Agent; provided that at all times prior to the Effective Time (as defined below), you may continue to honor instructions and directions issued by the Transferor in respect of the handling and disposition of Payment Items and amounts from time to time on deposit in the Account. (b) Prior to Notice of Effectiveness. You are hereby instructed until the Effective Time to transfer at or before the end of each banking day all funds on deposit in the

Account to the account listed in Annex I by ACH transfer or, if so directed by the Originating Entity, by wire transfer. You are hereby further instructed to permit the Transferor and the Agent to obtain upon request any information relating to the Account, including, without limitation, any information regarding the balance or activity of the Account. (c) Following Notice of Effectiveness. The Transferor and the Agent hereby instruct you, beginning on the opening of business on the business day next succeeding the business day on which a notice purporting to be signed by the Agent in substantially the form attached hereto as “Annex II” with a copy of this Agreement attached thereto (a “Notice of Effectiveness”) is received by facsimile or otherwise by you at the address or facsimile number set forth below (or at such other address or facsimile number as you may from time to time notify the Agent and the Transferor in writing) (or if such Notice of Effectiveness is so received after 12:00 noon, New York City time, on any business day, on the opening of business on the second business day next succeeding the business day on which such receipt occurs) (either such time, the “Effective Time”), (i) to transfer all funds deposited and collected in the Account pursuant to instructions given to you exclusively by the Agent from time to time, (ii) that notwithstanding anything herein or elsewhere to the contrary, the Agent, and not Transferor, shall be irrevocably entitled to exercise any and all applicable rights in respect of or in connection with the Payment Items, including, without limitation, the right to specify when payments in respect of the Payment Items are to be made out of or in connection with the Account and (iii) you shall not take instruction from the Transferor with respect to any Payment Items or amounts in the Account or with respect to any aspect of the handling of the Account. You are hereby advised by the Agent and the Transferor that the Transferor has under a separate agreement granted to the Agent certain ownership and security interests in all Payment Items and their proceeds and all monies and earnings, if any, therefrom the Account, and by your signature below you acknowledge being so advised. A “business day” is any day other than a Saturday, Sunday or other day on which you are or are authorized or required by law to be closed. Anything to the contrary herein notwithstanding, (i) all transactions relating to the Account or any Payment Items therein duly commenced by you or your affiliates in accordance with customary procedures prior to the Effective Time and so consummated or processed thereafter shall be deemed not to constitute a violation of this Agreement,; and (ii) you, and/or any affiliate may (at your discretion and without any obligation to do so) (x) cease honoring the Transferor’s instructions and/or commence honoring solely the Agent’s instructions concerning the Account or the Payment Items at any time or from time to time after you become aware that the Agent has sent a Notice of Effectiveness to you but prior to the Effective Time therefor (including without limitation halting, reversing or redirecting any transaction referred to in clause (i) above), or (y) deem a Notice of Effectiveness to be received by you for purposes of the foregoing prior to the specified individual’s actual receipt if otherwise actually received by you (or if such Notice of Effectiveness contains minor mistakes or other irregularities but otherwise substantially complies with the form attached hereto as “Annex II” or does not attach an appropriate copy of this Agreement) with no liability whatsoever to the Transferor or any other party for doing so. Notwithstanding anything to the contrary in any other agreement governing the Account, on and after the Effective Time you shall 2

comply with instructions originated by the Agent, directing the disposition of funds without further consent of the Transferor or any other person. (d) General Terms. The monies, checks, instruments and other items of payment mailed to, and funds deposited to, the Account will not be subject to deduction, setoff, banker’s lien, or any other right in favor of any person other than the Agent and the Transferor (except that you may set off (i) all amounts due to you in respect of your customary fees and expenses for the routine maintenance and operation of the Account, (ii) the face amount of any Payment Items which have been credited to the Account but are subsequently returned unpaid or charged back or, as to Payment Items consisting of payment orders or other electronic funds transfers, reversed, cancelled or otherwise corrected or adjusted, and (iii) to cover overdrafts in the Account). This Agreement supplements, rather than replaces, your deposit account agreement, terms and conditions and other standard documentation in effect from time to time with respect to the Account or services provided in connection with the Account (the “Account Documentation”), which Account Documentation will continue to apply to the Account and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control). Without limiting the generality of the foregoing, it is understood and agreed that the only instructions the Transferor or the Agent are entitled to give with respect to the Account are (i) for you to make disbursements and remittances from the Account as and when requested by the Transferor (at all times prior to the issuance of a Notice of Effectiveness) or the Agent and (ii) otherwise those which are permitted under the Account Documentation, and the Agent may request you to provide other services (such as automatic daily transfers) with respect to the Account on or after the Effective Time; however, if such other services are not authorized or otherwise covered under the Account Documentation, your decision to provide any such services shall be made in your sole discretion (including without limitation being subject to the Transferor and/or the Agent executing such Account Documentation or other documentation as you may require in connection therewith). Prior to issuing any instructions which it is entitled to issue under this Agreement (for the avoidance of doubt, other than a Notice of Effectiveness), the Agent shall provide you with a Certificate of Incumbency substantially in the form of Annex III hereto. Anything to the contrary in this Agreement notwithstanding, (i) you shall have only the duties and responsibilities with respect to matters set forth herein as are expressly set forth in writing herein and shall not be deemed to be a fiduciary for any party hereto, (ii) you shall be fully protected in acting or refraining from acting in good faith on any written notice (including a Notice of Effectiveness), instruction, or request purportedly furnished to you by the Agent in accordance with the terms hereof, in which case the parties hereto agree that you have no duty to make any further inquiry whatsoever (without limiting the generality of the foregoing, it is hereby acknowledged and agreed that you have no knowledge of (and are not required to know) the terms and provisions of the TAA referred to above or any other related documentation to which you are not a party or whether any actions by the Agent (including without limitation the sending of a Notice of Effectiveness), the Transferor or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith), (iii) you shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this 3

Agreement except for your own willful misconduct or gross negligence (and, to the maximum extent permitted by law, shall under no circumstances be liable for indirect, special, punitive or consequential damages); further, you shall not be liable for losses or delays caused by force majeure, interruption or malfunction of computer, transmission or communications facilities, labor difficulties, court order or decree, the commencement of bankruptcy or other similar proceedings or other matters beyond your reasonable control; (iv) the Transferor hereby indemnifies you for, and holds you harmless against, any loss, cost, liability or expense (including reasonable inside or outside counsel fees and disbursements) incurred or suffered by you arising out of or in connection with this Agreement or the Account, except as may result from your willful misconduct or gross negligence, or any interpleader proceeding related thereto or incurred or suffered by you at the Transferor’s direction or instruction; and (v) upon and after the Effective Time, the Agent agrees to reimburse you for the item(s) referred to in clause (ii) of subparagraph (d) above (to the extent that the Agent has already received the benefits of such item(s)), in the event that there are insufficient funds in the Account therefor and you have not received reimbursement from the Transferor within 10 days after your written request therefor. You may terminate this Agreement upon the sending of at least thirty (30) business days advance written notice to the other parties hereto. The Agent may terminate this Agreement upon the sending of at least five (5) business days advance written notice to the other parties hereto. The Transferor may not terminate this Agreement except upon the sending of at least ten (10) business days advance written notice to you accompanied by the Agent’s written consent to such termination. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally but only by an instrument in writing signed by you, the Agent and the Transferor. You shall not assign or transfer your rights or obligations hereunder (other than to the Agent) without the prior written consent of the Agent and the Transferor provided, however that you may transfer any such rights or obligations to an affiliate upon 30 days advance written notice to the Agent and the Transferor. Subject to the preceding sentence, this Agreement shall be binding upon each of the parties hereto and their respective successors and assigns, and shall inure to the benefit of, and be enforceable by, the Agent, each of the parties hereto and their respective successors and assigns. You hereby represent that the person signing this Agreement on your behalf is duly authorized by you to sign. You agree to give the Agent, at its address specified below, copies of each periodic statement relating to activity in the Account which you provide to the Transferor, together with such additional information relating to the Account as the Agent may from time to time reasonably request. You further agree to give the Agent and the Transferor prompt notice if the Account become subject to any writ, garnishment, judgment, warrant or attachment, execution or similar process. Any notice, demand or other communication required or permitted to be given hereunder shall be in writing and may be personally served or sent by facsimile or email or by courier service or by United States mail and except as provided above with respect to a Notice of Effectiveness shall be deemed to have been delivered when delivered in person or by courier 4

service or by facsimile or email or three (3) business days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, (i) the addresses of the parties hereto shall be as set forth below each party’s name below, or, as to each party, at such other address as may be designated by such party in a written notice to the other party and the Agent and (ii) the address of the Agent shall be The Bank of Nova Scotia, 250 Vesey Street, 23rd Floor, New York, New York 10281, Attention: Asset-Banked Finance, Middle Office Administration, William Sun and Judy Bookal, facsimile: (212) 225-5274, email: william.sun@scotiabank.com, judy.bookal@scotiabank.com or at such other address as may be designated by the Agent in a written notice to each of the parties hereto. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, (ii) shall become effective when counterparts hereof have been signed by the parties hereto and (iii) shall be governed by and construed in accordance with the laws of the State of New York. All parties hereby waive all rights to a trial by jury in any action or proceeding relating to the Account or this Agreement. 5

Please agree to the terms of, and acknowledge receipt of this notice by signing in the space provided below. Very truly yours, NMC FUNDING CORPORATION, By: Title: _ 920 Winter Street Waltham, MA 02451 Facsimile No: (781) 699-9756 Email: ACKNOWLEDGED AND AGREED: [NAME OF BANK] By: Title: Date: [Name, Address, Facsimile No. and Email] THE BANK OF NOVA SCOTIA, as Agent By: Name: Title:

ANNEX I TO INTERMEDIATE CONCENTRATION ACCOUNT AGREEMENT [Insert wire instructions for Concentration Account]

ANNEX II TO INTERMEDIATE CONCENTRATION ACCOUNT AGREEMENT (FORM OF NOTICE OF EFFECTIVENESS) DATED: , 20 TO: [Name and Address of Bank] ATTN: [ ] or [ ] Re: Account No. [ ] Ladies and Gentlemen: We hereby give you a “Notice of Effectiveness” with respect to the above referenced Account, as and to the extent described in our letter agreement with you dated [DATE], a copy of which is attached hereto. You are hereby instructed immediately to comply solely with the instructions of the undersigned and to cease honoring any instructions or directions issued by NMC Funding Corporation or any other person or entity. Very truly yours, THE BANK OF NOVA SCOTIA, as Agent By: Title:

ANNEX III TO INTERMEDIATE CONCENTRATION ACCOUNT AGREEMENT (FORM OF INCUMBENCY CERTIFICATE) CERTIFICATE OF AN OFFICER OF THE BANK OF NOVA SCOTIA, AS AGENT The undersigned [ ] being an [Assistant Secretary][Vice President] of The Bank of Nova Scotia (the “Company”) hereby executes and delivers this certificate to [ ] (the “Bank”) on behalf of the Company pursuant to the Intermediate Concentration Account Agreement dated as of [DATE] among the Company, NMC Funding Corporation and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the “Intermediate Concentration Account Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Intermediate Concentration Account Agreement. The undersigned hereby certifies, as of the date hereof, that the following named persons are duly appointed officers of the Company, holding the office or offices set forth opposite their respective names, and each is authorized to execute and deliver, on behalf of the Company, instructions pursuant to the terms of the Intermediate Concentration Account Agreement, and the signatures appearing opposite the names of such individuals are authentic and genuine and are, in fact, the signatures of such individuals:

Name Title Signature [ ] [ ] [ ] [ ] [ ] [ ] IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20 . By: [Name] [Assistant Secretary][Vice President]

EXHIBIT D-4 to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF NOTICE OF TERMINATION OF SPECIAL ACCOUNT LETTER

EXHIBIT D-4 FORM OF NOTICE OF TERMINATION OF SPECIAL ACCOUNT LETTER [LETTERHEAD OF TERMINATED TRANSFERRING AFFILIATE] [DATE] [NAME AND ADDRESS OF SPECIAL ACCOUNT BANK] [Name of Terminated Transferring Affiliate] Ladies and Gentlemen: Reference is made to (i) our depository account number [ ] (the “Account”) maintained in the name of the undersigned (the “NMC Affiliate”) with you, and (ii) the letter agreement attached hereto as Exhibit A relating to the Account (the “20[ ] Letter”). You are hereby notified that, effective upon your receipt of this letter, the 20[ ] Letter shall be terminated and shall cease to be of any force or effect. Accordingly, unless you are instructed otherwise by the NMC Affiliate, you shall immediately discontinue observance of the instructions contained in the 20 [ ] Letter. Very truly yours, [NAME OF TERMINATED TRANSFERRING AFFILIATE] By: [Mark Fawcett/Treasurer] Agreed and acknowledged as of , 201[ ]: The Bank of Nova Scotia, as Agent By: Name: Title: D-4-1

EXHIBIT A TO FORM OF NOTICE OF TERMINATION OF SPECIAL ACCOUNT LETTER 20[ ] LETTER (Attached) D-4-2

EXHIBIT E to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF INVESTOR REPORT The Investor Report shall be substantially in the form of the sample Investor Report attached, with such amendments and modifications as are necessary to reflect the then current terms and conditions of the TAA as of the issuance date of the applicable Investor Report.

EXHIBIT F to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF TRANSFER CERTIFICATE

EXECUTION COPY SEVENTH AMENDED AND RESTATED TRANSFER CERTIFICATE Reference is made to the Seventh Amended and Restated Transfer and Administration Agreement dated as of November 24, 2014, (such agreement as amended, modified or supplemented from time to time, the “Agreement”) among NMC Funding Corporation, as transferor (in such capacity, the “Transferor”), National Medical Care, Inc., as collection agent (in such capacity, the “Collection Agent”), Liberty Street Funding LLC as a Conduit Investor, Atlantic Asset Securitization LLC as a Conduit Investor, Sheffield Receivables Company, LLC as a Conduit Investor, Thunder Bay Funding, LLC as a Conduit Investor, PNC Bank, National Association as a Conduit Investor, Victory Receivables Corporation as a Conduit Investor, the financial institutions from time to time a party thereto as Bank Investors, Credit Agricole Corporate and Investment Bank, New York as an Administrative Agent, Barclays Bank PLC as an Administrative Agent, Royal Bank of Canada as an Administrative Agent, PNC Bank, National Association as an Administrative Agent, MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch as an Administrative Agent, and The Bank of Nova Scotia as an Administrative Agent and as Agent. Terms defined in the Agreement are used herein as therein defined. The Transferor hereby conveys, transfers and assigns to the Agent, on behalf of the Conduit Investors and the Bank Investors, as applicable, an undivided ownership interest in the Affected Assets. Each Incremental Transfer by the Transferor to the Agent and each reduction or increase in the Net Investment in respect of each Incremental Transfer evidenced hereby shall be indicated by the Agent on the grid attached hereto which is part of this Transfer Certificate. This Transfer Certificate is made without recourse except as otherwise provided in the Agreement. This Transfer Certificate shall be governed by, and construed in accordance with, the laws of the State of New York. This Transfer Certificate amends, restates and supersedes in its entirety that certain Transfer Certificate dated as of January 17, 2013 issued to The Bank of Nova Scotia, as Agent (the “Earlier Transfer Certificate”), which Earlier Transfer Certificate previously superseded all prior “Certificates” and “Transfer Certificates” issued under predecessor versions of the Agreement. [The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Transfer Certificate to be duly executed and delivered by its duly authorized officer as of the date first above written. NMC FUNDING CORPORATION, By: Name: Title: Dated as November , 2014 3

Transfer Certificate (Grid) Increase (or Decrease in Net Investment Notation Made By Date Event2 2 Specify whether Incremental Transfer or Reduction in Net Investment. 4

Exhibit G to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF ASSIGNMENT AND ASSUMPTION Dated , 20_ Reference is made to the Seventh Amended and Restated Transfer and Administration Agreement dated as of November 24 2014 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “TAA”) by and among NMC Funding Corporation, as transferor (the “Transferor”), National Medical Care, Inc., as the initial collection agent (the “Collection Agent”), those entities from time to time parties thereto as “Conduit Investors”, those financial institutions from time to time parties thereto as “Bank Investors”, those entities from time to time parties thereto as “Administrative Agents”, and The Bank of Nova Scotia, as “Agent”. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the TAA. (the “Assignor”) and (the “Assignee”) agree as follows: 1. The Assignor hereby assigns to the Assignee, without recourse, a percentage of the Transferred Interest (such percentage as set forth on Schedule I hereto, to be determined based on the relation that the amount of the Sales Price (as hereinafter defined) allocated to Net Investment bears to the aggregate Net Investment held by the Assignor immediately prior to the assignment contemplated hereby) owned by the Assignor under the TAA as of the Assignment Date (as hereinafter defined). In consideration thereof, the Assignee has 3, receipt of which paid to the Assignor an amount (the “Sales Price”) equal to $ payment is hereby acknowledged. In addition, in consideration of the payment of the Sales Price, the Assignor hereby sells and assigns to the Assignee, without recourse and the Assignee hereby accepts and assumes from the Assignor, [all] [such percentage] of the Assignor’s rights, obligations and duties under the TAA as a Bank Investor [(it being understood that the Assignee shall (a) be obligated to effect Incremental Transfers in accordance with the TAA, notwithstanding that the Assignor was not so obligated and (b) not have the right to elect the commencement of the amortization of the Net Investment pursuant to the definition of Reinvestment Termination Date, notwithstanding that the Assignor had such right) and]4 [all] 3 This amount shall be an amount determined, calculated, allocated and otherwise mutually agreed to by the Assignor and Assignee in their sole discretion. 4 To be included only where the Assignor is a Conduit Investor under the TAA and is assigning all of its rights as such to its related Bank Investors in accordance with Section 9.7 of the TAA.

[such percentage] of the Assignor’s related rights and obligations as the owner of such Transferred Interest under the TAA and the other Transaction Documents [,in each case,]2 as of the Assignment Date. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the Transferred Interest being assigned by it hereunder and that such interest is free and clear of any Adverse Claim created by the Assignor; (ii) makes no representation and warranty and assumes no responsibility with respect to any statements, warranties, or representations made in or in connection with the TAA, the other Transaction Documents or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the TAA, the other Transaction Documents, or any other instrument or document related to the foregoing; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Transferor, any of the Originating Entities, any other Parent Group Member or the Collection Agent, or the performance or observance by the Transferor, any of the Originating Entities, any other Parent Group Member or the Collection Agent of any of their respective obligations under the TAA, the Receivables Purchase Agreement, the other Transaction Documents, or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the TAA, the Receivables Purchase Agreement and such other instruments, documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase such interest; (ii) agrees that it will, independently and without reliance upon the Agent, any Investor, any Administrative Agent or any of the foregoing’s respective Affiliates, or the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the TAA and the other Transaction Documents; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the TAA, the other Transaction Documents and any other instrument or document furnished pursuant thereto as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto and to enforce its respective rights and interests under the TAA, the other Transaction Documents, the Receivables, the Contracts and the Related Security; (iv) appoints and authorizes its Administrative Agent to take such action as agent on its behalf and to exercise such powers under the TAA, the other Transaction Documents and any other instrument or document furnished pursuant thereto as are delegated to such Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the TAA and the other Transaction Documents are required to be performed by it as the Assignee of the Assignor; (vi) agrees that it will not institute against any Conduit Investor any proceeding of the type referred to in Section 10.9 of the TAA at any time prior to the date which is one year and one day after the payment in full of all Commercial Paper issued by such Conduit Investor; and (vii) specifies as its address for notices the address set forth in Section 2 of Schedule 1 hereto. 4. This Assignment and Acceptance shall be effective as of the date specified in Section 2 of Schedule 1 hereto as of the “Assignment Date” but only after [the Administrative 2

Agent of the Assignor’s Related Group has given its written approval and]5 a fully executed copy of this Assignment and Assumption has been delivered to such Administrative Agent and the Agent. 5. Upon delivery of this Assignment and Assumption to the Agent, as of the Assignment Date, (i) the Assignee shall have all of the rights and obligations of the Assignor under the TAA and under the other Transaction Documents to which such Assignor is or, immediately prior to this Assignment and Assumption, was a party with respect to such assigned interest for all purposes of the TAA and under the other Transaction Documents to which such assignor is, or immediately prior to this Assignment and Assumption, was a party and (ii) the Assignor shall, to the extent provided in this Assignment and Assumption and the TAA, relinquish its rights with respect to such assigned interest for all purposes of the TAA and under the other Transaction Documents to which the Assignor is or, immediately prior to this Assignment and Assumption was a party. 6. From and after [the later of] the Assignment Date [and the date of approval of this Assignment and Assumption by the Administrative Agent for the Assignor’s Related Group], such Administrative Agent and the Agent shall make all payments under the TAA and the other applicable Transaction Documents in respect of the interest assigned hereby (including, without limitation, all payments on account of the Receivables with respect thereto) to the Assignee. The Assignor and Assignee shall make directly between themselves all appropriate adjustments in payments under the TAA and such other applicable Transaction Documents for periods, if any, prior to the later of the dates specified in the preceding sentence. 7. This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York. 8. This Assignment and Assumption may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written. [ASSIGNOR] 5 To be included only where the Assignor is a Bank Investor under the TAA. 3

By: [ASSIGNEE] By: [Approved this day of , 20 [ADMINISTRATIVE AGENT] By: Title:] Accepted and recorded this day of , 20 THE BANK OF NOVA SCOTIA, as Agent By: Title: 4

Schedule 1 to Assignment and Acceptance Dated , 20_ Section 1. Percentage of Assignor’s Transferred Interest assigned hereunder (without giving effect to any assignments thereof which have not yet become effective): % Assignor’s Net Investment immediately prior to this assignment $ Amount of Net Investment assigned to Assignee % Amount of Assignee’s remaining Net Investment % [Aggregate Amount of Letters of Credit assigned to Assignee:]6 $ [Aggregate Amount of Unpaid Reimbursement Obligations under Letters of Credit assigned to Assignee:]7 $ [Assignee’s Commitment (after giving effect hereto):]8 $ [Assignor’s remaining Commitment (after giving effect hereto)] $ 6 To be included only where the Assignor is a Bank Investor under the TAA. 7 To be included only where the Assignor is a Bank Investor under the TAA. 8 To be included only where the Assignor is a Bank Investor under the TAA.

Section 2. Assignment Date: , 20 Address for Notices: [Name of Assignor] [Address] [Facsimile Number/Confirmation Number] [Name of Assignee] [Address] [Facsimile Number/Confirmation Number]

EXHIBIT H to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT LIST OF ACTIONS AND SUITS SECTIONS 3.1(g), 3.1(k) and 3.3(e) 3.1(g)(i) Transferor: None 3.1(g)(ii) Affiliates: The “Legal and Regulatory Matters” section of the most recent annual report on Form 20-F or report on Form 6-K for the quarter, as applicable, and such other Form 6-Ks referencing therein any actions, suits or proceedings, each as filed by Fresenius Medical Care AG & Co. KGaA (“FME KGaA” or the “Company”) with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 is hereby incorporated by reference as if fully set forth herein. Such filings can be found on the SEC website at the following link: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001333141&owner=exclude&count=40https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001333141&owner=exclude&count=40&hidefilings=0 The following are excerpts from the report on Form 6-K of FME KGaA filed with the Securities and Exchange Commission on October 2730, 20162018 for the period ending September 30, 20162018 (in thousands, except share and per share data): Legal and Regulatory Matters The Company is routinely involved in 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 health care services and products. Legal matters that the Company currently deems to be material or noteworthy 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. On February 15, 2011, a whistleblower (relator) action 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. 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, alleged that FMCH H-1

sought and received reimbursement from government payors for serum ferritin and multiple forms of hepatitis B laboratory tests that were medically unnecessary or not properly ordered by a physician. Discovery on the relator's complaint closed in May 2015. Although the United States initially declined to intervene in the case, the government subsequently changed position. On April 3, 2017, the court allowed the government to intervene with respect only to certain hepatitis B surface antigen tests performed prior to 2011, when Medicare reimbursement rules for such tests changed. The court has subsequently rejected government requests to conduct new discovery and to add counts to its complaint-in-intervention that would expand upon the relator's complaint, but has allowed FMCH to take discovery against the government as if the government had intervened at the outset. Beginning in 2012, the Company received certain communications alleging conduct in countries outside the U.S. that might violate the Foreign Corrupt Practices Act ("FCPA") or other anti-bribery laws. Since that time, the Company's Supervisory Board, through its Audit and Corporate Governance Committee, has conducted investigations with the assistance of independent counsel. In a continuing dialogue, the Company voluntarily advised the Securities and Exchange Commission ("SEC") and the U.S. Department of Justice ("DOJ") about these investigations, while the SEC and DOJ (collectively the "government" or "government agencies") have conducted their own investigations, in which the Company has cooperated. In the course of this dialogue, the Company identified and reported to the government, and has taken remedial actions including employee disciplinary actions with respect to, conduct that has resulted in the government agencies' seeking monetary penalties or other sanctions against the Company under the FCPA or other anti-bribery laws. Such conduct or its remediation may impact adversely the Company's ability to conduct business in certain jurisdictions. The Company has substantially concluded its investigations and undertaken discussions toward a possible settlement with the government agencies that would avoid litigation over government demands related to certain identified conduct. These discussions are continuing and have not yet achieved an agreement; failure to reach agreement and consequent litigation with either or both government agencies remains possible. The discussions have revolved around possible bribery and corruption questions principally related to certain conduct in the Company's products business in a number of countries. The Company recorded a charge of €200,000in the fourth quarter of 2017. The charge encompassed an estimate of the government agencies claims for profit disgorgement, as well as accruals for fines or penalties, certain legal expenses and other related costs or asset impairments. The Company increased the provision by €75,000 to reflect an understanding wtih the government agencies on the financial aspects of a potential settlement and an update of legal costs to continue with these discussions. Following this increase, which takes into account incurred and anticipated legal expenses, impairments and other costs, the provision totals €243,000as of September 30, 2018. However, significant non-financial matters are still under discussion with the government and must be resolved to the Company's satisfaction for a settlement to occur. The Company continues to implement enhancements to its anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws. The Company continues to be fully committed to FCPA and other anti-bribery law compliance. Personal injury litigation involving the Company's acid concentrate product, labeled as Granuflo® or Naturalyte®, first arose in 2012 and was substantially resolved by settlement agreed in principle in February 2016 and consummated in November 2017, as previously disclosed. Remaining individual personal injury cases do not present material risk and discussion of them is therefore discontinued. H-2

Commercial Litigation On April 5, 2013, the U.S. Judicial Panel on Multidistrict Litigation ordered that the numerous lawsuits pending in various federal courts alleging wrongful death and personal injury claims against FMCH and certain of its affiliates relating to FMCH's acid 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. See, In Re: Fresenius Granuflo/Naturalyte Dialysate Products Liability Litigation, Case No. 2013-md-02428. The Massachusetts state courts and the St. Louis City (Missouri) court subsequently established similar consolidated litigation for such cases filed in Massachusetts county courts and St. Louis City court. See, In Re: Consolidated Fresenius Cases, Case No. MICV 2013-03400-O (Massachusetts Superior Court, Middlesex County). 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 state courts. On February 17, 2016, the Company reached with a committee of plaintiffs' counsel and reported to the courts an agreement in principle for settlement of potentially all cases. The agreement in principle calls for the Company to pay $250,000 into a settlement fund in exchange for releases of all or substantially all of the plaintiffs' claims, subject to the Company's right to void the settlement under certain conditions, including if more than 3% of all plaintiffs reject the settlement or the distribution of rejecters meet certain criteria. As subsequently amended with the courts' approval as to the applicable timetable, plaintiffs must advise FMCH of acceptance of the settlement by November 7, 2016; the Company has until November 15, 2016 to exercise any rights to void the settlement; and payment of the settlement amount must be made in November 2016 if the settlement is confirmed. The Company's affected insurers have agreed to fund $220,000 of the settlement fund, with a reservation of rights regarding certain coverage issues between and among the Company and its insurers. The Company has accrued a net expense of $60,000 for consummation of the settlement, including legal fees and other anticipated costs. The Company's affected insurers agreed to the settlement of the acid concentrate personal injury litigation and funded $220,000 of the settlement fund under a reciprocal reservation of rights encompassing certain coverage issues raised by insurers and the Company's claims for indemnification of defense costs. The Company accrued a net expense of $60,000 in connection with the settlement, including legal fees and other anticipated costs. Subsequent to the agreement in principleFollowing entry into the settlement, the Company's insurers in the AIG group initiated an action for declaratory judgment in New York state court advancing various arguments for reducing the amount of theirand the Company each initiated litigation against the other relating to the AIG group's coverage obligations. The Company filed an action in Massachusetts state court seekingunder applicable policies. In the coverage litigation, the AIG group seeks to be indemnified by the Company for a portion of its $220,000 outlay; the Company seeks to confirm the AIG group's $220,000 funding obligation, to recover defense costs already incurred by the Company, and to compel the AIG group carriers to honor their obligations under applicable policies, including reimbursement to the Company of litigation defense costs incurred before the agreement in principle was reached. The affected carriers have confirmed thatdefense and indemnification obligations, if any, required for resolution of cases not participating in the settlement. As a result of decisions on issues of venue, the coverage litigation does not impact their commitment to fund $220,000 of the settlement with plaintiffs. is proceeding in the New York state trial court for Manhattan. (National Union Fire Insurance v. Fresenius Medical Care, 2016 Index No. 653108 (Supreme Court of New York for New York County)). Certain of the complaints in the Granuflo®/Naturalyte® litigation named combinations of FMC-AG & Co. KGaA, FMC Management AG, Fresenius SE and Fresenius Management SE as defendants, in addition H-3

to FMCH and its domestic United States affiliates. The agreement in principle provides for dismissals and releases of claims encompassing the European defendants. Four institutional plaintiffs have filed complaints against FMCH or its affiliates under state deceptive practices statutes resting on certain background allegations common to the GranuFlo®/NaturaLyte® personal injury litigation, but seeking as remedy the repayment of sums paid to FMCH attributable to the GranufloGranuFlo®/NaturalyteNaturaLyte® products. These cases implicate different legal standards, theories of liability and forms of potential recovery from those in the personal injury litigation and their claims willwere not be extinguished by the personal injury litigation settlement described above. The four plaintiffs are the Attorneys General for the States of Kentucky, Louisiana and Mississippi and the commercial insurance company Blue Cross Blue Shield of Louisiana in its private capacity. See, State of Mississippi ex rel. Hood, v. Fresenius Medical Care Holdings, Inc., No. 14-cv-152 (Chancery Court, DeSoto County); State of Louisiana ex re. Caldwell and Louisiana Health Service & Indemnity Company v. Fresenius Medical Care Airline, 2016 Civ. 11035 (U.S.D.C. D. Mass.); Commonwealth of Kentucky ex rel. Beshear v. Fresenius Medical Care Holdings, Inc. et al., No. 16-CI-00946 (Circuit Court, Franklin County). A jury trial has been scheduled to begin in the Kentucky (Beshear) case on January 22, 2019. The Company is not a party to a substantial adverse jury verdict and punitive damage award entered in Denver on June 27, 2018 against DaVita Healthcare Partners, Inc. ("DaVita"), involving DaVita's own clinical management of the Company's acid concentrate product. See, White v. DaVita Healthcare Partners, Inc., 2015 Civ. 02106 (U.S.D.C. Colorado). Other Litigation and Potential Exposures On February 15, 2011, a whistleblower (relator) action 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. See, United States ex rel. Chris Drennen v. Fresenius Medical Care Holdings, Inc., 2009 Civ. 10179 (D. Mass.). The United States did not intervene initially in the case. The relator's complaint, which was first filed under seal in February 2009, alleged that the Company sought and received reimbursement from government payors for serum ferritin and multiple forms of hepatitis B laboratory tests that were medically unnecessary or not properly ordered by a physician. Discovery on the relator's complaint closed in May 2015. On October 2, 2015, the United States Attorney moved to intervene on the relator's complaint with respect only to certain Hepatitis B surface antigen tests performed prior to 2011, when Medicare reimbursement rules for such tests changed. FMCH opposed the government's motion to intervene, which remains undecided. On October 6, 2015, the Office of Inspector General of the United States Department of Health and Human Services ("OIG") issued a subpoena to the Company seeking information about utilization and invoicing by Fresenius Vascular Care facilities as a whole for a period beginning after the Company's acquisition of American Access Care LLC in October 2011 ("AAC"). The Company is cooperating in the government's inquiry, which is being managed by the United States Attorney for the Eastern District of New York. Allegations against AAC arising in districts in Connecticut, Florida and Rhode Island relating to utilization and invoicing were settled in 2015. The Company has received communications alleging conduct in countries outside the U.S. and Germany that may violate the U.S. Foreign Corrupt Practices Act ("FCPA") or other anti-bribery laws. The Audit and Corporate Governance Committee of the Company's Supervisory Board is conducting investigations with the assistance of independent counsel. The Company voluntarily advised the U.S. Securities and Exchange Commission ("SEC") and the U.S. Department of Justice ("DOJ"). The Company's H-4

investigations and dialogue with the SEC and DOJ are ongoing. The Company is cooperating with the government investigations. Conduct has been identified that may result in monetary penalties or other sanctions under the FCPA or other anti-bribery laws. In addition, the Company's ability to conduct business in certain jurisdictions could be negatively impacted. The Company has previously recorded a non-material accrual for an identified matter. Given the current status of the investigations and remediation activities, the Company cannot reasonably estimate the range of possible loss that may result from identified matters or from the final outcome of the investigations or remediation activities. The Company is implementing enhancements to its anti-corruption compliance program, including internal controls related to compliance with international anti-bribery laws. The Company continues to be fully committed to FCPA and other anti-bribery law compliance. In August 2014, FMCH received a subpoena from the United States Attorney for the District of Maryland inquiring into FMCH's contractual arrangements with hospitals and physicians, including involving contracts relating to the management of in-patient acute dialysis services. FMCH is cooperating in the investigation. In July 2015, the Attorney General for Hawaii issued a civil complaint under the Hawaii False Claims Act alleging a conspiracy pursuant to which certain Liberty Dialysis subsidiaries of FMCH overbilled Hawaii Medicaid for Liberty's Epogen® administrations to Hawaii Medicaid patients during the period from 2006 through 2010, prior to the time of FMCH's acquisition of Liberty. See, Hawaii v. Liberty Dialysis – Hawaii, LLC et al., Case No. 15-1-1357-07 (Hawaii 1st Circuit). The State alleges that Liberty acted unlawfully by relying on incorrect and unauthorized billing guidance provided to Liberty by Xerox State Healthcare LLC, which acted as Hawaii's contracted administrator for its Medicaid program reimbursement operations during the relevant period. The amount of the overpayment claimed by the State is approximately $8,000, but the State seeks civil remedies, interest, fines, and penalties against Liberty and FMCH under the Hawaii False Claims Act substantially in excess of the overpayment. FMCH filedAfter prevailing on motions by Xerox to preclude it from doing so, FMCH is pursuing third-party claims for contribution and indemnification against Xerox. The State's False Claims Act complaint was filed after Liberty initiated an administrative action challenging the State's recoupment of alleged overpayments from sums currently owed to Liberty. The civil litigation and administrative action is continuingare proceeding in parallel. Trial in the civil litigation is scheduled for April 2019. On August 31 and November 25, 2015, respectively, FMCH received subpoenas under the False Claims Act from the United States Attorneys for the District of Colorado and the Eastern District of New York inquiring into FMCH's participation in and management of dialysis facility joint ventures in which physicians are partners. FMCH is cooperating in the On March 20, 2017, FMCH received a subpoena in the Western District of Tennessee inquiring into certain of the operations of dialysis facility joint ventures with the University of Tennessee Medical Group, including joint ventures in which FMCH's interests were divested to Satellite Dialysis in connection with FMCH's acquisition of Liberty Dialysis in 2012. FMCH has cooperated in these investigations. On September 26, 2018, the US Attorney for the Eastern District of New York declined to intervene on the qui tam complaint filed under seal in 2014 that gave rise to this investigation. CKD Project LLC v. Fresenius Medical Care, 2014 Civ. 6646 (E.D.N.Y. November 12, 2014). The court then unsealed the complaint, allowing the relator to serve and proceed on his own, but the complaint has not been served. FMCH understands that the US Attorney for Western District of Tennessee is no longer pursuing its investigation of FMCH. The District of Colorado investigation continues. H-5

Beginning October 6, 2015, the United States Attorney for the Eastern District of New York (the "Brooklyn USAO") and the Office of Inspector General of the United States Department of Health and Human Services ("OIG") have investigated, through subpoenas issued under the False Claims Act, utilization and invoicing by the Company's subsidiary Azura Vascular Care for a period beginning after the Company's acquisition of American Access Care LLC ("AAC") in October 2011. The Company has cooperated in the government's inquiry. Allegations against AAC arising in districts in Connecticut, Florida and Rhode Island relating to utilization and invoicing were settled in 2015. On October 22, 2018, the United States Attorney for the Southern District of New York (the "Manhattan USAO") announced a False Claims Act settlement for up to $18,400 with Vascular Access Centers LP, a competitor of AAC and Azura. Simultaneously, related documents were unsealed, including the 2012 qui tam (whistleblower) complaint that gave rise to the investigation. Levine v. Vascular Access Centers, 2012 Civ. 5103 (S.D.N.Y.). That qui tam complaint names as defendants, among others in the dialysis industry, certain affiliates of the Company. At the present time, the Manhattan USAO has not intervened as against non-settling defendants and the relationship, if any, between the Brooklyn USAO investigation of Azura begun in 2015 and the Manhattan USAO's Levine settlement is unclear. On June 30, 2016, FMCH received a subpoena from the United States Attorney for the Northern District of Texas (Dallas) seeking information under the False Claims Act about the use and management of pharmaceuticals including Velphoro® as well as FMCH's interactions with DaVita Healthcare Partners, Inc. The Company understands that the subpoena relates to an investigation previously disclosed by DaVita and that the. The investigation encompasses DaVita, Amgen, and Sanofi, and other pharmaceutical manufacturers and includes inquiries into whether certain compensation transfers between manufacturers and pharmacy vendors constituted unlawful kickbacks. The Company understands that this investigation is substantively independent of the $63,700 settlement by DaVita Rx announced on December 14, 2017 in the matter styled United States ex rel. Gallian v. DaVita Rx, 2016 Civ. 0943 (N.D. Tex.). FMCH is cooperating in the investigation. On November 18, 2016, FMCH received a subpoena under the False Claims Act from the United States Attorney for the Eastern District of New York (Brooklyn) seeking documents and information relating to the operations of Shiel Medical Laboratory, Inc., which FMCH acquired in October 2013. In the course of cooperating in the investigation and preparing to respond to the subpoena, FMCH identified falsifications and misrepresentations in documents submitted by a Shiel salesperson that relate to the integrity of certain invoices submitted by Shiel for laboratory testing for patients in long term care facilities. On February 21, 2017, FMCH terminated the employee and notified the United States Attorney of the termination and its circumstances. The terminated employee's conduct is expected to result in demands for the Company to refund overpayments and to pay related penalties under applicable laws, but the monetary value of such payment demands cannot yet be reasonably estimated. On December 12, 2017, the Company sold to Quest Diagnostics certain Shiel operations that are the subject of this Brooklyn subpoena, including the misconduct reported to the United States Attorney. Under the sale agreement, the Company retains responsibility for the Brooklyn investigation and its outcome. The Company continues to cooperate in the ongoing investigation. On December 14, 2016, the Center for Medicare & Medicaid Services ("CMS"), which administers the federal Medicare program, published an Interim Final Rule ("IFR") titled "Medicare Program; Conditions for Coverage for End-Stage Renal Disease Facilities-Third Party Payment." The IFR would have amended H-6

the Conditions for Coverage for dialysis providers, like FMCH and would have effectively enabled insurers to reject premium payments made by or on behalf of patients who received grants for individual market coverage from the American Kidney Fund ("AKF" or "the Fund"). The IFR could thus have resulted in those patients losing individual insurance market coverage. The loss of coverage for these patients would have had a material and adverse impact on the operating results of FMCH. On January 25, 2017, a federal district court in Texas responsible for litigation initiated by a patient advocacy group and dialysis providers including FMCH preliminarily enjoined CMS from implementing the IFR. Dialysis Patient Citizens v. Burwell, 2017 Civ. 0016 (E.D. Texas, Sherman Div.). The preliminary injunction was based on CMS' failure to follow appropriate notice-and-comment procedures in adopting the IFR. The injunction remains in place and the court retains jurisdiction over the dispute. On June 22, 2017, CMS requested a stay of proceedings in the litigation pending further rulemaking concerning the IFR. CMS stated, in support of its request, that it expects to publish a Notice of Proposed Rulemaking in the Federal Register and otherwise pursue a notice-and-comment process. Plaintiffs in the litigation, including FMCH, consented to the stay, which was granted by the court on June 27, 2017. On January 3, 2017, the Company received a subpoena from the United States Attorney for the District of Massachusetts under the False Claims Act inquiring into the Company's interactions and relationships with the AKF, including the Company's charitable contributions to the Fund and the Fund's financial assistance to patients for insurance premiums. FMCH is cooperating in the investigation, which is part of a broader investigation into charitable contributions in the medical industry. The Company believes that the investigation revolves around conduct alleged to be unlawful in United Healthcare v. American Renal Associates, 2018 Civ. 10622 (D. Mass.), but believes that such unlawful conduct was not undertaken by the Company. On July 2, 2018, American Renal Associates announced that it had reached a settlement in principle of the United Healthcare litigation. The Company lacks information necessary to assess how the American Renal Associates settlement may impact the United States Attorney's investigation. In early May 2017, the United States Attorney for the Middle District of Tennessee (Nashville) issued identical subpoenas to FMCH and two subsidiaries under the False Claims Act concerning the Company's retail pharmaceutical business. The investigation is exploring allegations related to improper inducements to dialysis patients to fill oral prescriptions through FMCH's pharmacy service, improper billing for returned pharmacy products and other allegations similar to those underlying the $63,700 settlement by DaVita Rx in Texas announced on December 14, 2017. United States ex rel. Gallian, 2016 Civ. 0943 (N.D. Tex.). FMCH is cooperating in the investigation. The Company received a subpoena dated December 11, 2017 from the United States Attorney for the Eastern District of California (Sacramento) requesting information under the False Claims Act concerning Spectra Laboratories, the Company's affiliate engaged in laboratory testing for dialysis patients. The inquiry related to allegations that certain services or materials provided by Spectra to its outpatient dialysis facility customers constitute unlawful kickbacks. The Company cooperated in the investigation. On August 7, 2018, the United States Attorney declined to intervene on a qui tam complaint, which had been filed by an affiliate of industry competitor Ascend Laboratory and caused the investigation to be initiated. On September 4, the competitor/relator dismissed the complaint. Laboratory Research, LLC v. Spectra Laboratories, Inc., 2017 Civ. 1185 (E.D. Cal., June 7, 2017). No settlement discussions occurred and the Company gave no consideration for the dismissal. 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 H-7

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, insurance plans and suppliers, 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, dialysis clinics and other health care facilities, 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 U.S. Food and Drug Administration ("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 the Company does not address matters raised in warning letters or other enforcement notices 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. FMCH is currently engaged in remediation efforts with respect to one pending FDA warning letter. 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, the federal Civil Monetary Penalties 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 whistleblower actions. 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, 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 whistleblower actions, which are initially filed under court seal. The Company operates many facilities and handles the personal health informationdata ("PD") of its patients and beneficiaries throughout the United States and other parts of the world, and engages with other business associates to help it carry out its health care activities. 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. and its business associates. On occasion, the Company or its business associates may experience a breach under the Health Insurance Portability and Accountability Act Privacy Rule and Security Rules, the EU's General Data Protection Regulation and or other similar laws ("Data Protection Laws") when there has been impermissible use, access, or disclosure of unsecured PD or when the Company or its business associates neglect to implement the required administrative, technical and physical safeguards of its electronic systems and devices, or a data breach that results in impermissible use, access or disclosure of personal identifying information of its employees, patients and beneficiaries. On those occasions, the Company must comply with applicable breach notification requirements. 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 theseits employees. On occasion, the Company may identify instances where employees or other agents deliberately, recklessly or H-8

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, Health Insurance Portability and Accountability ActData Protection Laws, the Health Information Technology for Economic and Clinical Health Act and the Foreign Corrupt Practices Act, among other laws and comparable state laws or 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. In Germany, the tax audits for the years 2006 through 2009 have been substantially completed. The German tax authorities have indicated a re-qualification of dividends received in connection with intercompany mandatorily redeemable preferred shares into fully taxable interest payments for these and subsequent years until 2013 and the disallowance of certain other tax deductions. The Company has defended its position and will avail itself of appropriate remedies. An adverse determination with respect to fully taxable interest payments related to intercompany mandatorily redeemable preferred shares and the disallowance of certain other tax deductions could have a material adverse effect on the Company's financial condition and results of operations. The Company is also subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions. With respect to other potentialin the ordinary course of business. Tax authorities routinely pursue adjustments to the Company's tax returns and disallowances of claimed tax deductions. When appropriate, the Company defends these adjustments and disallowances of tax matters currently under review,and asserts its own claims. A successful tax related claim against the Company does not anticipate that an unfavorable rulingor any of its subsidiaries could have a material impact on itsadverse effect upon its business, financial condition and results of operations. The Company is not currently able to determine the timing of these potential additional tax payments.Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company's reputation and business. Other than those individual contingent liabilities mentioned above, the current estimated amount of the Company's other known individual contingent liabilities is immaterial. 3.1(k)(iv) Tradenames: Renal Care Group National Nephrology Associates TruBlu Logistics (FUSA Mfg) Fresenius Renal Pharmaceuticals H-9 Fresenius Renal Technologies Fresenius Renal Therapies Fresenius Kidney Care Fresenius USA

Fresenius Vascular Care US Vascular Mergers: On February 28, 2012, Liberty Dialysis Holdings, Inc., the owner of Liberty Dialysis and owner of a 51% stake in Renal Advantage Partners, LLC merged into a subsidiary of Bio-Medical Applications Management Co., Inc. On September 25, 2018, American Access Care of Bucks County, LLC, Merger: American Access Care of Pittsburgh, LLC, Gynesis Healthcare of Pennsylvania, Inc. and PD Solutions of Pennsylvania, merged into Physicians Dialysis Company, Inc. On September 25, 2018, Mercy Dialysis Center, Inc. merged into Bio-Medical Applications of Wisconsin, Inc. 3.3(e) Collection Agent: Affiliates: None See disclosure for Section 3.1(g)(ii) above. H-10

EXHIBIT I to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT LOCATION OF RECORDS [Attached] I-1

EXHIBIT J to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF BUSINESS ASSOCIATE AGREEMENT HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement (“Agreement”) is entered into by and between Fresenius Medical Care Holdings, Inc. d/b/a Fresenius Medical Care North America, together with its subsidiaries, affiliates and divisions (collectively, "FMCNA" or “Covered Entity”) and (“Business Associate”), and is effective as of (the “Effective Date”). If applicable, this Agreement supplements and is made a part of the (the “Underlying Agreement”) by and between the parties. RECITALS A. Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI and other medical, health or personal information disclosed to Business Associate pursuant to this Agreement or any other agreement business associate in between the Parties in which Business Associate acts compliance with (i) the Health Insurance Portability and as a Accountability Act of 1996 (“HIPAA”) and regulations (the “HIPAA Regulations”) promulgated thereunder by the U.S. Department of Health and Human Services (“HHS”); (ii) Subtitle D of the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), also American known as Title XIII of Division A and Title IV of Division B of the Recovery and Reinvestment Act of 2009 (Pub. Law 111-005) (“ARRA”); (iii) the Identity Theft Red Flags Rule (16 Code of Federal Regulations (“CFR”) Part 681) (“Red Flags Rule”); and (iv) other federal or state law governing medical, or personal information. health B. Covered Entity wishes to disclose certain information to Business Associate, some of which may constitute Protected Health Information (“PHI”) pursuant to HIPAA or HIPAA Regulations (defined below) or medical, health or personal information protected by other federal or state law. C. The purpose of this Agreement is to satisfy certain standards and requirements of HIPAA, the Privacy Rule and the Security Rule (as those terms are defined ©2010, Fresenius Medical Care Holdings, Inc. All Rights Reserved COR-COMP-PS-0-004-001D1

below), the HITECH Act, including, but not limited to, 45 CFR §§164.314(a)(2)(i), 164.502(e) and 164.504(e), 42 U.S.C. §§ 17931(a) and the Red Flags Rule, and other federal or state law governing medical, personal information. 17934, health or In consideration of the mutual promises below and the exchange of information pursuant to this Agreement, the parties agree as follows: 1. Definitions. a. Capitalized Terms. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Privacy Rule, the Security Rule and the HITECH Act, which definitions are incorporated in this Agreement by reference. b. “Breach” shall have the same meaning given to such term in 42 U.S.C. § 17921(1) and 45 CFR § 164.402. c. 681.2(b)(3). “Covered Accounts” shall have the meaning given to such term in 16 C.F.R. d. “Designated Record Set” shall have the same meaning given to such term in 45 CFR § 164.501. e. “Electronic Health Record” shall have same meaning given to such term in 42 U.S.C. § 17921(5). f. “Electronic Protected Health Information” or “Electronic PHI” shall have the same meaning given to such term under the HIPAA Regulations, including, but not limited to, 45 CFR § 160.103, as applied to the information that Business Associate creates, receives, maintains or transmits from or on behalf of Covered Entity. g. “Individual” shall have the same meaning given to such term in 45 CFR § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g). h. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Parts 160 and 162 and Part 164, Subparts A and E. i. “Protected Health Information” or “PHI” shall have the same meaning given to such term in 45 CFR § 160.103, as applied to the information created or received by Business Associate from or on behalf of Covered Entity. j. 164.103. “Required by Law” shall have the same meaning given to such term in 45 CFR § ©2010, Fresenius Medical Care Holdings, Inc. All Rights Reserved COR-COMP-PS-0-004-001D1

k. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her designee. l. 164.304. “Security Incident” shall have the same meaning given to such term in 45 CFR § m. “Security Rule” shall mean the Security Standards at 45 CFR Parts 160 and 162 and Parts 164, Subparts A and C. n. “Unsecured PHI” shall have the same meaning given to such term under 42 U.S.C. § 17931(h), and guidance promulgated thereunder. 2. Permitted Uses and Disclosures of PHI. a. Uses and Disclosures of PHI Pursuant to Agreement. Except as otherwise limited in this Agreement, Business Associate may use or discloseprotected Health Information to perform functions, activities or services for, or on behalf of, Covered Entity as specified in this Agreement or any other agreement between the Parties in which Business Associate acts as a business associate, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. b. Permitted Uses of PHI by Business Associate. Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. c. Permitted Disclosures of PHI by Business Associate. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate, provided that the disclosures are Required by Law, or Business Associate obtains reasonable written assurances from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and that the person agrees immediately to notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. 3. Obligations of Business Associate. a. Appropriate Safeguards. (i) Privacy of PHI. Business Associate shall develop, implement, maintain, and use appropriate safeguards to prevent use or disclosure of Protected Health information other than as provided for by this Agreement or any other agreement between the Parties in which Business Associate acts as a business associate. The safeguards must reasonably protect Protected ©2010, Fresenius Medical Care Holdings, Inc. All Rights Reserved COR-COMP-PS-0-004-001D1

Health Information from any intentional or unintentional use or disclosure in violation of the Privacy Rule and this Agreement, and limit incidental uses or disclosures made pursuant to a use or disclosure otherwise permitted by this Agreement. (ii) Security of PHI. Business Associate shall develop, implement, maintain, and use appropriate administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of Electronic PHI, as required by the Security Rule. Business Associate shall comply with the provisions of 45 CFR §§164.308, 164.310, 164.312 and 164.316 relating to implementation of administrative, physical and technical safeguards with respect to Electronic PHI in the same manner that such provisions apply to a HIPAA covered entity. Business Associate shall also comply with any additional Security Rule requirements contained in the HITECH Act that are applicable to covered entities. b. Reporting of Improper Use or Disclosure, Breach or Security Incident. Business Associate shall report to Covered Entity any use or disclosure of Protected Health Information not provided for by this Agreement (or any other agreement between the Parties in which Business Associate acts as a business associate) within five (5) days of discovery of such incident. Business Associate shall report to Covered Entity any Breach of Unsecured PHI within five (5) days of discovery of such incident. Business Associate’s notification to Covered Entity of a Breach shall include: (i) the identification of each individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired or disclosed during the Breach; (ii) any particulars regarding the Breach that Covered Entity would need to include in its notification, as such particulars are identified in 42 U.S.C. § 17932 and 45 CFR § 164.404; and (iii) what steps, if any, have been taken by the Business Associate to mitigate the breach and/or prevent a similar breach from occurring in the future. Business Associate shall also cooperate with Covered Entity to conduct any risk assessment necessary to determine whether notification of breach is required. A Breach shall be treated as discovered by Business Associate as of the first day on which such Breach is known, or should reasonably have been known, to Business Associate. For purposes of this Section, the knowledge of any person, other than the individual committing the Breach, that is an employee, officer or other agent of Business Associate shall be imputed to Business Associate. Business Associate shall report to Covered Entity any Security Incident immediately if practicable but in any event within five (5) days of becoming aware of such Security Incident. c. Responsibility for Costs Associated with Improper Use or Disclosure, Breach or Security Incident. Business Associate shall be responsible for, and shall reimburse Covered Entity for costs and expenses associated with, steps reasonably implemented by Covered Entity to mitigate any Breach or other non-permitted use or disclosure of PHI or medical, health or personal information protected by other federal or state law, including, without limitation, the following: data analysis to determine appropriate mitigation steps in the event of Breach, including assistance from Business Associate in the investigation of Breach and, as needed, access to Business Associate’s systems and records for purposes of Breach data analysis; preparation and mailing of notification(s) about Breach to impacted individuals, the media and regulators; costs associated with proper handling of inquiries from individuals and other entities ©2010, Fresenius Medical Care Holdings, Inc. All Rights Reserved COR-COMP-PS-0-004-001D1

about Breach (such as the establishment of toll-free numbers, maintenance of call centers for intake, preparation of scripts, questions/answers, and other communicative information about the Breach); credit monitoring and account monitoring services for impacted individuals for a reasonable period (which shall be no less than 12 months); other mitigation action steps required of Covered Entity by federal or state regulators; and other reasonable mitigation steps required by Covered Entity. d. Business Associate’s Agents. Business Associate shall ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity, agrees in writing to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such Protected Health Information. Business Associate shall ensure that any agent, including a subcontractor, to whom it provides Electronic PHI agrees in writing to implement reasonable and appropriate safeguards to protect such information. e. Individual Rights. (i) Access to PHI. Within five (5) business days of a request by Covered Entity or an Individual, Business Associate shall provide access, in the manner designated by Covered Entity, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR § 164.524 and, if and when applicable, 42 U.S.C. § 17935(e)(1). (ii) Amendment of PHI. Within five (5) business days of a request by Covered Entity or an Individual, Business Associate shall make any amendment(s) to Protected Health Information in a Designated Record Set, in the manner designated by the Covered Entity, pursuant to 45 CFR Section 164.526. (iii) Accounting of Disclosures. Within five (5) business days of a request by Covered Entity, Business Associate agrees to provide to Covered Entity, in the manner designated by Covered Entity, information collected in accordance with Section 3(e)(iv) of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528 and, if and when applicable, 42 U.S.C. § 17935(c). (iv) Documentation of Disclosures and Disclosure Information. Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528 and, if and when applicable, 42 U.S.C. § 13405(c). Business Associate shall document, at a minimum, the following information (“Disclosure Information”): the date of the disclosure, the name and, if known, the address of the recipient of the PHI, a brief description of the PHI disclosed, the purpose of the disclosure that includes an explanation of the basis for such ©2010, Fresenius Medical Care Holdings, Inc. All Rights Reserved COR-COMP-PS-0-004-001D1

disclosure, and any additional information required under the HITECH Act and any implementing regulations, or as reasonably may be requested by Covered Entity. f. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary and, at the request of Covered Entity, to Covered Entity, for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule and the Security Rule. g. Mitigation. The Business Associate agrees to mitigate any harmful effects from the improper use and/or disclosure of PHI of which it becomes aware. h. Minimum Necessary. Business Associate shall request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure, in accordance with 42 U.S.C. § 17935(b). i. Limitation on Marketing. Business Associate shall use and disclose Protected Health Information for marketing purposes only as expressly directed by Covered Entity, and in accordance with 42 U.S.C. § 17936(a). Business Associate shall not use or disclose PHI for fundraising purposes. j. Limitation on Sale of Electronic Health Records and PHI. Business Associate shall comply with the prohibition on the sale of Electronic Health Records and PHI set forth in 42 U.S.C. § 17935(d). k. HITECH Act Applicability. Business Associate acknowledges that enactment of the HITECH Act amended certain provisions of HIPAA in ways that now directly regulate, or will on future dates directly regulate, Business Associate under the HIPAA Privacy and Security Rules. To the extent not referenced or incorporated herein, requirements applicable to Business Associate under the HITECH Act are hereby incorporated by reference into this Agreement. Business Associate agrees to comply with each of the requirements imposed under the HITECH Act, as of the applicable effective dates of each such requirement applicable to, including monitoring federal guidance and regulations published pursuant to the HITECH Act and timely compliance with such guidance and regulations. l. Red Flags Rule Compliance. When Business Associate performs any activities on behalf of Covered Entity in connection with one or more Covered Accounts, Business Associate shall conduct such activities in accordance with reasonable policies and procedures designed to detect, prevent and mitigate the risk of identity theft. 4. Obligations of Covered Entity. a. Notice of Privacy Practices. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices in accordance with 45 CFR § 164.520, to the extent ©2010, Fresenius Medical Care Holdings, Inc. All Rights Reserved COR-COMP-PS-0-004-001D1

that such limitation may affect Business Associate’s use or disclosure of Protected Health Information. Covered Entity shall provide such notice no later than fifteen (15) days prior to the effective date of the limitation. b. Notification of Changes Regarding Individual Permission. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate’s use or disclosure of Protected Health Information. Covered Entity shall provide such notice no later than fifteen (15) days prior to the effective date of the change. c. Notification of Restrictions to Use or Disclosure of PHI. Covered Entity shall notify Business Associate of any restriction upon the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR § 164.522 or 42 U.S.C. § 17935(a), to the extent that such restriction may affect Business Associate’s use or disclosure of Protected Health Information. Covered Entity shall provide such notice no later than fifteen (15) days prior to the effective date of the restriction. d. Permissible Requests by Covered Entity. Covered Entity shall not request that Business Associate use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule, the Security Rule or the HITECH Act if done by Covered Entity, except as permitted pursuant to the provisions of Section 2 of this Agreement. 5. Term and Termination. a. Term. The term of this Agreement shall commence as of the Agreement Effective Date, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with Section 5(c). The destruction of PHI should occur as soon as reasonably practical, but no more than thirty (30) days from the effective date of termination, and Business Associate must certify in writing that such destruction has taken place. b. Termination for Cause. Upon Covered Entity’s knowledge of a material breach by Business Associate of this Agreement, Covered Entity shall either (i) provide an opportunity for Business Associate to cure the breach or end the violation within the time specified by Covered Entity, or, at the sole discretion of Covered Entity, (ii) immediately terminate this Agreement and any other agreement between the Parties in which Business Associate acts as a business associate if cure is not possible. c. Effect of Termination. (i) Except as provided in paragraph (ii) of this Section 5(c), upon termination of this Agreement or any other agreement between the Parties in which Business Associate acts as ©2010, Fresenius Medical Care Holdings, Inc. All Rights Reserved COR-COMP-PS-0-004-001D1

a business associate for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, and shall retain no copies of the Protected Health Information. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. (ii) In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. 6. Miscellaneous Provisions. a. Regulatory References. A reference in this Agreement to a section in the Privacy Rule, the Security Rule, or the HITECH Act means the section as in effect or as amended, and for which Covered Entity’s and/or Business Associate’s compliance is required. For the avoidance of doubt, terms used and obligations described in this Agreement, in order to comply with the Privacy Rule, the Security Rule, the HITECH Act, or any other federal or state law protecting the confidentiality or security of medical, health or personal information, shall be automatically amended if new or revised definitions or interpretations of such terms or obligations are amended by statute, proposed or final rule, or HHS guidance. b. Amendment. The parties agree to take such action to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule, the Security Rule, the HITECH Act, or any other federal or state law protecting the confidentiality or security of medical, health or personal information. Notwithstanding the foregoing, in the event that new federal or state law, regulations, or guidance affects, clarifies, amends, or extends the obligations of the parties hereunder, the parties understand and agree that such changes or clarifications in law or interpretation of legal requirements applicable to covered entities and/or business associates shall be deemed to apply to the obligations of the parties described in this Agreement without requiring any amendment to this Agreement or any other agreement between the Parties in which Business Associate acts as a business associate. If Covered Entity determines that a written notice or amendment is necessary or useful, such notice or amendment shall become effective fourteen (14) days after receipt by Business Associate unless Business Associate submits a written objection to such notice or amendment to Covered Entity prior to the expiration of such 14-day period. c. Survival. The respective rights and obligations of Business Associate under Section 5(c) of this Agreement survive the termination of the Agreement and any other agreement between the Parties in which Business Associate acts as a business associate. ©2010, Fresenius Medical Care Holdings, Inc. All Rights Reserved COR-COMP-PS-0-004-001D1

d. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to or does confer upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. e. Effect on Agreements. Except as specifically required to implement the purposes of this Agreement, or to the extent inconsistent with this Agreement, all other terms of any other agreement between the Parties remains in force and effect. f. Interpretation. The provisions of this Agreement shall prevail over any provisions in another agreement between the Parties that may conflict or appear inconsistent with any provision in this Agreement. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity and Business Associate to comply with the Privacy Rule, the Security Rule, the HITECH Act and any other federal or state law protecting the confidentiality or security of medical, health or personal information. g. Indemnification. Business Associate agrees to indemnify, defend and hold harmless Covered Entity and any Covered Entity affiliate, officer, director, employee or agent from and against any claim, cause of action, liability, damage, cost or expense, including attorneys’ and consultants’ fees and court or proceeding costs, arising out of or in connection with any non-permitted or prohibited use or disclosure of PHI or other medical, health or personal information, Breach, Security Incident, violation of law, or other breach of this Agreement or other agreement between the Parties by Business Associate or any subcontractor, agent, person or entity contracted by or under the control of Business Associate. If the Underlying Agreement contains a provision providing for indemnification of Covered Entity by Business Associate, then such provision shall supersede this Section 6(g). IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Agreement Effective Date. COVERED ENTITY FRESENIUS MEDICAL CARE HOLDINGS, INC. D/B/A FRESENIUS MEDICAL CARE NORTH AMERICA BUSINESS ASSOCIATE [INSERT BA NAME] By: By: Print Name: Print Name: Title: Title: Date: Date: ©2010, Fresenius Medical Care Holdings, Inc. All Rights Reserved COR-COMP-PS-0-004-001D1

EXHIBIT K to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVED] 1

EXHIBIT L to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORMS OF SECRETARY’S CERTIFICATE 2

Certificate of Secretary I, the undersigned, being the Secretary of NMC Funding Corporation, a Delaware corporation (the “Company”), DO HEREBY CERTIFY that: The person named below has been duly appointed, is duly qualified as and is, on the date hereof, an officer of the Company, and the signature below set opposite his name is his genuine signature. Name Office Signature Mark Fawcett Treasurer /s/ Mark Fawcett Attached hereto as Exhibit A is a true and complete copy of the Company's Certificate/Articles of Incorporation, or its equivalent, as filed in the Office of the Secretary of State, or its equivalent, of the State of incorporation, together with all amendments thereto adopted through the date hereof. Attached hereto as Exhibit B is a true and complete copy of the Company’s by-laws as in effect on the date hereof, together with all amendments thereto adopted through the date hereof. Attached hereto as Exhibit C are true and correct copies of the resolutions duly adopted by the Company’s board of directors as of November 18, 2014 by written consent, which resolutions have not been revoked, modified, amended, or rescinded and are in full force and effect as of the date hereof. Except as attached hereto as Exhibit C, no resolutions have been adopted by the Company’s board of directors which deal with matters set forth in Exhibit C. Attached hereto as Exhibit D is a certificate of good standing of the Company, certified by the Delaware Secretary of State. IN WITNESS WHEREOF, I have hereunto set my hand this day of November, 2014. /s/ Douglas G. KottKaren A. Gledhill Douglas G. Kott Karen A. Gledhill Secretary 1

EXHIBIT A Certificate/Articles of Incorporation 1

EXHIBIT B By-laws 1

EXHIBIT C Resolutions 1

EXHIBIT D Good Standing Certificate 1

EXHIBIT M to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVED] 1

EXHIBIT N to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVED] 2

EXHIBIT O to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF TRANSFERRING AFFILIATE LETTER [Attached] 3

EXHIBIT P to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF AMENDMENT TO TRANSFERRING AFFILIATE LETTER, RECEIVABLES PURCHASE AGREEMENT AND PARENT AGREEMENT [Attached]

FORM OF AMENDMENT TO TRANSFERRING AFFILIATE LETTER 2

FORM OF AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

FORM OF AMENDMENT TO SECONDTHIRD AMENDED AND RESTATED PARENT AGREEMENT

EXHIBIT Q to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT LIST OF TRANSFERRING AFFILIATES Q-1 Apheresis Care Group, Inc. Delaware Bio-Medical Applications Management Delaware Company, Inc. Bio-Medical Applications of Delaware Alabama, Inc. Bio-Medical Applications of Delaware Amarillo, Inc. Bio-Medical Applications of Delaware Anacostia, Inc. Bio-Medical Applications of Delaware Aquadilla, Inc. Bio-Medical Applications of Delaware Arecibo, Inc. Bio-Medical Applications of Delaware Arkansas, Inc. Bio-Medical Applications of Delaware Bayamon, Inc. Bio-Medical Applications of Blue Delaware Springs, Inc. Bio-Medical Applications of Caguas, Inc. Delaware Bio-Medical Applications of Delaware California, Inc. Bio-Medical Applications of Delaware Camarillo, Inc. Bio-Medical Applications of Delaware Carolina, Inc. Bio-Medical Applications of Clinton, Inc. Delaware Bio-Medical Applications of Columbia Delaware Heights, Inc. Bio-Medical Applications of Delaware Connecticut, Inc. Bio-Medical Applications of Delaware Delaware, Inc. Bio-Medical Applications of Dover, Inc. Delaware

Q-2 Bio-Medical Applications of Eureka, Inc. Delaware Bio-Medical Applications of Delaware Fayetteville, Inc. Bio-Medical Applications of Florida, Inc. Delaware Bio-Medical Applications of Delaware Fremont, Inc. Bio-Medical Applications of Fresno, Inc. Delaware Bio-Medical Applications of Delaware Georgia, Inc. Bio-Medical Applications of Delaware Guayama, Inc. Bio-Medical Applications of Delaware Humacao, Inc. Bio-Medical Applications of Illinois, Inc. Delaware Bio-Medical Applications of Indiana, Inc. Delaware Bio-Medical Applications of Kansas, Inc. Delaware Bio-Medical Applications of Delaware Kentucky, Inc. Bio-Medical Applications of Los Delaware Gatos, Inc. Bio-Medical Applications of Delaware Louisiana, LLC Bio-Medical Applications of Maine, Inc. Delaware Bio-Medical Applications of Delaware Manchester, Inc. Bio-Medical Applications of Delaware Maryland, Inc. Bio-Medical Applications of Delaware Massachusetts, Inc. Bio-Medical Applications of Delaware Mayaguez, Inc. Bio-Medical Applications of Delaware Michigan, Inc. Bio-Medical Applications of Delaware Minnesota, Inc. Bio-Medical Applications of Delaware Mississippi, Inc. Bio-Medical Applications of Delaware Missouri, Inc. Bio-Medical Applications of New Delaware Hampshire, Inc. Bio-Medical Applications of New Delaware Jersey, Inc. Bio-Medical Applications of New Delaware Mexico, Inc.

Q-3 Bio-Medical Applications of North Delaware Carolina, Inc. Bio-Medical Applications of Northeast Delaware D.C., Inc. Bio-Medical Applications of Ohio, Inc. Delaware Bio-Medical Applications of Delaware Oklahoma, Inc. Bio-Medical Applications of Delaware Pennsylvania, Inc. Bio-Medical Applications of Ponce, Inc. Delaware Bio-Medical Applications of Puerto Delaware Rico, Inc. Bio-Medical Applications of Rhode Delaware Island, Inc. Bio-Medical Applications of Rio Delaware Piedras, Inc. Bio-Medical Applications of San Delaware German, Inc. Bio-Medical Applications of San Delaware Juan, Inc. Bio-Medical Applications of South Delaware Carolina, Inc. Bio-Medical Applications of Southeast Delaware Washington, Inc. Bio-Medical Applications of Delaware Tennessee, Inc. Bio-Medical Applications of Texas, Inc. Delaware Bio-Medical Applications of the District Delaware of Columbia, Inc. Bio-Medical Applications of Delaware Virginia, Inc. Bio-Medical Applications of West Delaware Virginia, Inc. Bio-Medical Applications of Delaware Wisconsin, Inc. Bio-Medical Applications of Wyoming, Delaware LLC Brevard County Dialysis, LLC Florida Clayton County Dialysis, LLC Georgia Clermont Dialysis Center, LLC Georgia College Park Dialysis, LLC Georgia Columbus Area Renal Alliance, LLC Delaware Conejo Valley Dialysis, Inc. California Dialysis America Georgia, LLC Delaware Dialysis Associates of Northern New New Jersey

Q-4 Jersey, L.L.C. Dialysis Centers of America - Illinois Illinois, Inc. Dialysis Management Corporation Texas Dialysis Services of Atlanta, Inc. Georgia Dialysis Services of Cincinnati, Inc. Ohio Dialysis Specialists of Marietta, Ltd. Ohio Dialysis Specialists of Topeka, Inc. Kansas Douglas County Dialysis, LLC Georgia Du Page Dialysis Ltd. Illinois Everest Healthcare Holdings, Inc. Delaware Everest Healthcare Indiana, Inc. Indiana Everest Healthcare Ohio, Inc. Ohio Everest Healthcare Rhode Island, Inc. Delaware Everest Healthcare Texas, L.P. Delaware FMS Delaware Dialysis, LLC Delaware FMS Philadelphia Dialysis, LLC Delaware Fondren Dialysis Clinic, Inc. Texas Fort Scott Regional Dialysis Center, Inc. Missouri Four State Regional Dialysis Center, Inc. Missouri Fresenius Kidney Care Pittsburgh, LLC Delaware Fresenius Management Services, Inc. Delaware Fresenius Medical Care – South Texas Delaware Kidney, LLC Fresenius Medical Care Capital City, Delaware LLC Fresenius Medical Care Dialysis Services Delaware Colorado, LLC Fresenius Medical Care Dialysis Oregon Services-Oregon, LLC Fresenius Medical Care Harston Hall, Delaware LLC Fresenius Medical Care Holdings, Inc. New York Fresenius Medical Care of Illinois, LLC Delaware Fresenius Medical Care of Montana, LLC Delaware Fresenius Medical Care Ventures, LLC Delaware Fresenius Medical Care West Bexar, Delaware LLC Fresenius Medical Care-OSUIM Kidney Delaware Centers, LLC Fresenius USA Manufacturing, Inc. Delaware Fresenius USA Marketing, Inc. Delaware Fresenius USA, Inc. Massachusetts Gulf Region Mobile Dialysis, Inc. Delaware

Q-5 Haemo-Stat, Inc. California Hauppauge Dialysis Center, LLC New York Henry Dialysis Center, LLC Georgia Holton Dialysis Clinic, LLC Georgia Home Dialysis of Muhlenberg Kentucky County, Inc. Homestead Artificial Kidney Center, Inc. Florida Inland Northwest Renal Care Group, Washington LLC Jefferson County Dialysis, Inc. Arkansas KDCO, Inc. Missouri Kentucky Renal Care Group, LLC Delaware Little Rock Dialysis, Inc. Arkansas Maumee Dialysis Services, LLC Delaware Metro Dialysis Center - Normandy, Inc. Missouri Metro Dialysis Center - North, Inc. Missouri National Medical Care, Inc. Delaware National Nephrology Associates of Texas Texas, L.P. New York Dialysis Services, Inc. New York NNA of Alabama, Inc. Alabama NNA of East Orange, L.L.C. New Jersey NNA of Georgia, Inc. Delaware NNA of Harrison, L.L.C. New Jersey NNA of Louisiana, LLC Louisiana NNA of Oklahoma, Inc. Nevada NNA of Oklahoma, L.L.C. Oklahoma NNA of Rhode Island, Inc. Rhode Island NNA of Toledo, Inc. Ohio NNA-Saint Barnabas-Livingston, L.L.C. New Jersey NNA-Saint Barnabas, L.L.C. New Jersey Northeast Alabama Kidney Clinic, Inc. Alabama Northern New Jersey Dialysis, L.L.C. Delaware NRA-Ada, Oklahoma, LLC Delaware NRA-Augusta, Georgia, LLC Georgia NRA-Bamberg, South Carolina, LLC Tennessee NRA-Crossville, Tennessee, LLC Tennessee NRA-Farmington, Missouri, LLC Delaware NRA-Georgetown, Kentucky, LLC Delaware NRA-Hogansville, Georgia, LLC Delaware NRA-Holly Hill, South Carolina, LLC Tennessee NRA-Hollywood, South Carolina, LLC Delaware NRA-Inpatient Dialysis, LLC Tennessee NRA-LaGrange, Georgia, LLC Delaware NRA-Mt. Pleasant, South Carolina, LLC Tennessee

Q-6 NRA-New Castle, Indiana, LLC Delaware NRA-Newnan Acquisition, LLC Tennessee NRA-North Augusta, South Carolina, Delaware LLC NRA-Orangeburg, South Carolina, LLC Tennessee NRA-Palmetto, Georgia, LLC Delaware NRA-Princeton, Kentucky, LLC Tennessee NRA-Roanoke, Alabama, LLC Tennessee NRA-South City, Missouri, LLC Delaware NRA-St. Louis (Home Therapy Center), Delaware Missouri, LLC NRA-St. Louis, Missouri, LLC Delaware NRA-Talladega, Alabama, LLC Tennessee NRA-Valdosta (North), Georgia, LLC Delaware NRA-Valdosta, Georgia, LLC Delaware NRA-Varnville, South Carolina, LLC Tennessee NRA-Washington County, Missouri, Delaware LLC NRA-Winchester, Indiana, LLC Delaware Physicians Dialysis Company, Inc. Pennsylvania QualiCenters Albany, Ltd. Colorado QualiCenters Bend LLC Colorado QualiCenters Coos Bay, Ltd. Colorado QualiCenters Eugene-Springfield, Ltd. Colorado QualiCenters Inland Northwest L.L.C. Colorado QualiCenters Pueblo LLC Colorado QualiCenters Salem LLC Colorado QualiCenters Sioux City, LLC Colorado RAI Care Centers of Alabama, LLC Delaware RAI Care Centers of Florida I, LLC Delaware RAI Care Centers of Florida II, LLC Delaware RAI Care Centers of Georgia I, LLC Delaware RAI Care Centers of Illinois I, LLC Delaware RAI Care Centers of Illinois II, LLC Delaware RAI Care Centers of Maryland I, LLC Delaware RAI Care Centers of Michigan I, LLC Delaware RAI Care Centers of Michigan II, LLC Delaware RAI Care Centers of Nebraska II, LLC Delaware RAI Care Centers of North Carolina II, Delaware LLC RAI Care Centers of Northern California Delaware I, LLC RAI Care Centers of Northern California Delaware II, LLC RAI Care Centers of Oakland II, LLC Delaware

Q-7 RAI Care Centers of South Carolina I, Delaware LLC RAI Care Centers of Southern California Delaware I, LLC RAI Care Centers of Southern California Delaware II, LLC RAI Care Centers of Virginia I, LLC Delaware RCG Bloomington, LLC Delaware RCG East Texas, LLP Delaware RCG Indiana, L.L.C. Delaware RCG Irving, LLP Delaware RCG Martin, LLC Delaware RCG Memphis East, LLC Delaware RCG Mississippi, Inc. Delaware RCG Pensacola, LLC Delaware RCG Robstown, LLP Delaware RCG University Division, Inc. Tennessee Renal Care Group, Inc. Delaware Renal Care Group Alaska, Inc. Alaska Renal Care Group East, Inc. Pennsylvania Renal Care Group Maplewood, LLC Delaware Renal Care Group Northwest, Inc. Delaware Renal Care Group of the Midwest, Inc. Kansas Renal Care Group of the Ozarks, LLC Delaware Renal Care Group of the Rockies, LLC Delaware Renal Care Group of the South, Inc. Delaware Renal Care Group of the Southeast, Inc. Florida Renal Care Group South New Delaware Mexico, LLC Renal Care Group Southwest Michigan, Delaware LLC Renal Care Group Southwest, L.P. Delaware Renal Care Group Terre Haute, LLC Delaware Renal Care Group Texas, Inc. Texas Renal Care Group Toledo, LLC Delaware Renal Care Group-Harlingen, L.P. Delaware RenalPartners, Inc. Delaware Renex Dialysis Clinic of Bloomfield, Inc. New Jersey Renex Dialysis Clinic of Bridgeton, Inc. Missouri Renex Dialysis Clinic of Creve Missouri Coeur, Inc. Renex Dialysis Clinic of Maplewood, Inc. Missouri Renex Dialysis Clinic of Orange, Inc. New Jersey Renex Dialysis Clinic of Pittsburgh, Inc. Pennsylvania Renex Dialysis Clinic of South Georgia

Q-8 Georgia, Inc. Renex Dialysis Clinic of St. Louis, Inc. Missouri Renex Dialysis Clinic of Tampa, Inc. Florida Renex Dialysis Clinic of University Missouri City, Inc. Renex Dialysis Clinic of Woodbury, Inc. New Jersey Renex Dialysis Facilities, Inc. Mississippi Saint Louis Renal Care, LLC Delaware San Diego Dialysis Services, Inc. Delaware Santa Barbara Community Dialysis California Center, Inc. Smyrna Dialysis Center, LLC Georgia SSKG, Inc. Illinois St. Louis Regional Dialysis Center, Inc. Missouri STAT Dialysis Corporation Delaware Stone Mountain Dialysis Center, LLC Georgia Stuttgart Dialysis, LLC Arkansas Tappahannock Dialysis Center, Inc. Virginia Terrell Dialysis Center, L.L.C. Delaware Warrenton Dialysis Facility, Inc. Virginia West End Dialysis Center, Inc. Virginia WSKC Dialysis Services, Inc. IllinoisChief Executive Office for each 920 Winter Street Transferring Affiliate: Waltham, Massachusetts 02451-1457 Transferri S ng t Affiliates a t e o f I n c o r p o r a t i o

Q-9 n Apheresis D Care e Group, l Inc. a w a r e Bio-D Medical e Applicatio l ns a Managem w ent a Company, r Inc. e Bio-D Medical e Applicatio l ns of a Alabama, w Inc. a r e Bio-D Medical e Applicatio l ns of a Amarillo, w Inc. a r e Bio-D Medical e Applicatio l ns of a Anacostia, w Inc. a r e Bio-D Medical e Applicatio l ns of a Aguadilla, w Inc. a r

Q-10 e Bio-D Medical e Applicatio l ns of a Arecibo, w Inc. a r e Bio-D Medical e Applicatio l ns of a Arkansas, w Inc. a r e Bio-D Medical e Applicatio l ns of a Bayamon, w Inc. a r e Bio-D Medical e Applicatio l ns of Blue a Springs, w Inc. a r e Bio-D Medical e Applicatio l ns of a Caguas, w Inc. a r e Bio-D Medical e Applicatio l ns of a California, w Inc. a r

Q-11 e Bio-D Medical e Applicatio l ns of a Camarillo, w Inc. a r e Bio-D Medical e Applicatio l ns of a Capitol w Hill, Inc. a r e Bio-D Medical e Applicatio l ns of a Carolina, w Inc. a r e Bio-D Medical e Applicatio l ns of a Carson, w Inc. a r e Bio-D Medical e Applicatio l ns of a Clinton, w Inc. a r e Bio-D Medical e Applicatio l ns of a Columbia w Heights, a Inc. r

Q-12 e Bio-D Medical e Applicatio l ns of a Connectic w ut, Inc. a r e Bio-D Medical e Applicatio l ns of a Delaware, w Inc. a r e Bio-D Medical e Applicatio l ns of a Dover, w Inc. a r e Bio-D Medical e Applicatio l ns of a Eureka, w Inc. a r e Bio-D Medical e Applicatio l ns of a Fayettevill w e, Inc. a r e Bio-D Medical e Applicatio l ns of a Florida, w Inc. a r

Q-13 e Bio-D Medical e Applicatio l ns of a Fremont, w Inc. a r e Bio-D Medical e Applicatio l ns of a Fresno, w Inc. a r e Bio-D Medical e Applicatio l ns of a Georgia, w Inc. a r e Bio-D Medical e Applicatio l ns of a Guayama, w Inc. a r e Bio-D Medical e Applicatio l ns of a Humacao, w Inc. a r e Bio-D Medical e Applicatio l ns of a Illinois, w Inc. a r

Q-14 e Bio-D Medical e Applicatio l ns of a Indiana, w Inc. a r e Bio-D Medical e Applicatio l ns of a Kansas, w Inc. a r e Bio-D Medical e Applicatio l ns of a Kentucky, w Inc. a r e Bio-D Medical e Applicatio l ns of a Long w Beach, a Inc. r e Bio-D Medical e Applicatio l ns of Los a Gatos, w Inc. a r e Bio-D Medical e Applicatio l ns of a Louisiana, w LLC a r

Q-15 e Bio-D Medical e Applicatio l ns of a Maine, w Inc. a r e Bio-D Medical e Applicatio l ns of a Manchest w er, Inc. a r e Bio-D Medical e Applicatio l ns of a Maryland, w Inc. a r e Bio-D Medical e Applicatio l ns of a Massachu w setts, Inc. a r e Bio-D Medical e Applicatio l ns of a Mayaguez w , Inc. a r e Bio-D Medical e Applicatio l ns of a Michigan, w Inc. a r

Q-16 e Bio-D Medical e Applicatio l ns of a Minnesota w , Inc. a r e Bio-D Medical e Applicatio l ns of a Mississip w pi, Inc. a r e Bio-D Medical e Applicatio l ns of a Missouri, w Inc. a r e Bio-N Medical e Applicatio v ns of a Nevada, d Inc. a Bio-D Medical e Applicatio l ns of New a Hampshir w e, Inc. a r e Bio-D Medical e Applicatio l ns of New a Jersey, w Inc. a r e Bio-D

Q-17 Medical e Applicatio l ns of New a Mexico, w Inc. a r e Bio-D Medical e Applicatio l ns of a North w Carolina, a Inc. r e Bio-D Medical e Applicatio l ns of a Northeast w D.C., Inc. a r e Bio-D Medical e Applicatio l ns of a Oakland, w Inc. a r e Bio-D Medical e Applicatio l ns of a Ohio, Inc. w a r e Bio-D Medical e Applicatio l ns of a Oklahoma w , Inc. a r e Bio-D

Q-18 Medical e Applicatio l ns of a Pennsylva w nia, Inc. a r e Bio-D Medical e Applicatio l ns of a Ponce, w Inc. a r e Bio-D Medical e Applicatio l ns of a Puerto w Rico, Inc. a r e Bio-D Medical e Applicatio l ns of a Rhode w Island, a Inc. r e Bio-D Medical e Applicatio l ns of Rio a Piedras, w Inc. a r e Bio-D Medical e Applicatio l ns of San a German, w Inc. a r e Bio-D

Q-19 Medical e Applicatio l ns of San a Juan, Inc. w a r e Bio-D Medical e Applicatio l ns of a South w Carolina, a Inc. r e Bio-D Medical e Applicatio l ns of a Southeast w Washingt a on, Inc. r e Bio-D Medical e Applicatio l ns of a Tennessee w , Inc. a r e Bio-D Medical e Applicatio l ns of a Texas, w Inc. a r e Bio-D Medical e Applicatio l ns of the a District of w Columbia, a Inc. r e Bio-D

Q-20 Medical e Applicatio l ns of a Ukiah, w Inc. a r e Bio-D Medical e Applicatio l ns of a Virginia, w Inc. a r e Bio-D Medical e Applicatio l ns of a West w Virginia, a Inc. r e Bio-D Medical e Applicatio l ns of a Wisconsin w , Inc. a r e Bio-D Medical e Applicatio l ns of a Woonsock w et, Inc. a r e Bio-D Medical e Applicatio l ns of a Wyoming, w LLC a r e Brevard F

Q-21 County l Dialysis, o LLC r i d a Clayton G County e Dialysis, o LLC r g i a Clermont G Dialysis e Center, o LLC r g i a Columbus D Area e Renal l Alliance, a LLC w a r e Conejo C Valley a Dialysis, l Inc. i f o r n i a Dialysis D America e Georgia, l LLC a w a r e Dialysis N Associate e

Q-22 s of w Northern J New e Jersey, r L.L.C. s e y Dialysis T Associate e s, LLC n n e s s e e Dialysis I Centers of l America - l Illinois, i Inc. n o i s Dialysis T Managem e ent x Corporati a on s Dialysis G Services e of Atlanta, o Inc. r g i a Dialysis Services O of h Cincinnati i , Inc. o Dialysis T Services, e Inc. x a s Dialysis O Specialists h

Q-23 of i Marietta, o Ltd. Dialysis K Specialists a of n Topeka, s Inc. a s Douglas G County e Dialysis, o LLC r g i a Doylesto P wn Acute e Renal n Services, n L.L.C. s y l v a n i a Du Page I Dialysis, l Ltd. l i n o i s Everest D Healthcar e e l Holdings, a Inc. w a r e Everest I Healthcar n e Indiana, d Inc. i

Q-24 a n a Everest O Healthcar h e Ohio, i Inc. o Everest D Healthcar e e Rhode l Island, a Inc. w a r e Everest N Healthcar e e Texas w Holding Y Corp. o r k Everest D Healthcar e e Texas, l L.P. a w a r e FMS D Delaware e Dialysis, l LLC a w a r e FMS D Philadelph e ia l Dialysis, a LLC w a r e Fondren T Dialysis e

M M Q-25 Clinic, Inc. Fort Scott Regional Dialysis Center, Inc. Four State Regional Dialysis Center, Inc. Fresenius Managem ent Services, Inc. Fresenius Medical Care - South Texas Kidney, LLC Fresenius Medical Care Apheresis Services, LLC Fresenius Medical Care Dialysis Services x a s i s s o u r i i s s o u r i D e l a w a r e D e l a w a r e D e l a w a r e D e l a w

Q-26 Colorado a LLC r e Fresenius Medical O Care r Dialysis e Services - g Oregon, o LLC n Fresenius D Medical e Care l Harston a Hall, LLC w a r e Fresenius D Medical e Care l Healthcar a e w Recruitme a nt, LLC r e Fresenius N Medical e Care w Holdings, Y Inc. o r k Fresenius D Medical e Care of l Illinois, a LLC w a r e Fresenius D Medical e Care of l Montana, a LLC w a r

Q-27 e Fresenius D Medical e Care of l Nebraska, a LLC w a r e Fresenius D Medical e Care l PSO, a LLC w a r e Fresenius D Medical e Care l Ventures a Holding w Company, a Inc. r e Fresenius D Medical e Care l Ventures, a LLC w a r e Fresenius D Medical e Care West l Bexar, a LLC w a r e Fresenius D Medical e Care-l OSUIM a Kidney w Centers, a LLC r

M Q-28 Fresenius USA Manufact uring, Inc. Fresenius USA Marketing , Inc. Fresenius USA, Inc. Gulf Region Mobile Dialysis, Inc. Haemo-Stat, Inc. e D e l a w a r e D e l a w a r e a s s a c h u s e t t s D e l a w a r e C a l i f o r n i a

W Q-29 Hauppaug e Dialysis Center, LLC Henry Dialysis Center, LLC Holton Dialysis Clinic, LLC Home Dialysis of America, Inc. Home Dialysis of Muhlenbe rg County, Inc. Homestea d Artificial Kidney Center, Inc. Inland Northwest Renal Care Group, N e w Y o r k G e o r g i a G e o r g i a A r i z o n a K e n t u c k y F l o r i d a a s h i

M Q-30 LLC Jefferson County Dialysis, Inc. KDCO, Inc. Kentucky Renal Care Group, LLC Lawton Dialysis, Inc. Little Rock Dialysis, Inc. Maumee Dialysis Services, n g t o n A r k a n s a s i s s o u r i D e l a w a r e A r k a n s a s A r k a n s a s D e l

M M M Q-31 LLC Metro Dialysis Center - Normandy , Inc. Metro Dialysis Center - North, Inc. Miami Regional Dialysis Center, Inc. National Medical Care, Inc. National Nephrolog y Associate s Managem ent Company of Texas, Inc. National a w a r e i s s o u r i i s s o u r i i s s o u r i D e l a w a r e T

Q-32 Nephrolog e y x Associate a s of s Texas, L.P. Nephrome D d LLC e l a w a r e New York N Dialysis e Services, w Inc. Y o r k NMC D Services, e Inc. l a w a r e NNA K Managem e ent n Company t of u Kentucky, c Inc. k y NNA L Managem o ent u Company i of s Louisiana, i Inc. a n a NNA of A Alabama, l

Q-33 Inc. a b a m a NNA of N East e Orange, w L.L.C. J e r s e y NNA of D Georgia, e Inc. l a w a r e NNA of N Harrison, e L.L.C. w J e r s e y NNA of L Louisiana, o LLC u i s i a n a NNA of N Nevada, e Inc. v a d a NNA of N Oklahoma e

Q-34 , Inc. v a d a NNA of O Oklahoma k , L.L.C. l a h o m a NNA of R Rhode h Island, o Inc. d e I s l a n d NNA of O Toledo, h Inc. i o NNA–Sai N nt e Barnabas, w L.L.C. J e r s e y NNA–Sai N nt e Barnabas-w Livingston J , L.L.C. e r s e y North D Buckner e Dialysis l

Q-35 Center, a Inc. w a r e Northeast A Alabama l Kidney a Clinic, b Inc. a m a Northern D New e Jersey l Dialysis, a L.L.C. w a r e NRA-D Ada, e Oklahoma l , LLC a w a r e NRA-G Augusta, e Georgia, o LLC r g i a NRA-T Bamberg, e South n Carolina, n LLC e s s e e NRA-Bay T City, e Texas, n LLC n

Q-36 e s s e e NRA-T Crossville, e Tennessee n , LLC n e s s e e NRA-D Dickson, e Tennessee l , LLC a w a r e NRA-D Farmingto e n, l Missouri, a LLC w a r e NRA-D Frederickt e own, l Missouri, a LLC w a r e NRA-D Georgeto e wn, l Kentucky, a LLC w a r e NRA-D Hogansvil e

Q-37 le, l Georgia, a LLC w a r e NRA-T Holly Hill, e South n Carolina, n LLC e s s e e NRA-D Hollywoo e d, South l Carolina, a LLC w a r e NRA-T Inpatient e Dialysis, n LLC n e s s e e NRA-D LaGrange e , Georgia, l LLC a w a r e NRA-T London, e Kentucky, n LLC n e s s e

Q-38 e NRA-D Macon, e Georgia, l LLC a w a r e NRA-D Midtown e Macon, l Georgia, a LLC w a r e NRA-D Milledgev e ille, l Georgia, a LLC w a r e NRA-D Monticell e o, l Georgia, a LLC w a r e NRA-Mt. T Pleasant, e South n Carolina, n LLC e s s e e NRA-D New e Castle, l Indiana, a LLC w a

Q-39 r e NRA-T Newnan e Acquisitio n n, LLC n e s s e e NRA-D North e Augusta, l South a Carolina, w LLC a r e NRA-T Orangebu e rg, South n Carolina, n LLC e s s e e NRA-D Palmetto, e Georgia, l LLC a w a r e NRA-T Princeton, e Kentucky, n LLC n e s s e e NRA-T Roanoke, e Alabama, n

Q-40 LLC n e s s e e NRA-D South e City, l Missouri, a LLC w a r e NRA-St. D Louis e (Home l Therapy a Center), w Missouri, a LLC r e NRA-St. D Louis, e Missouri, l LLC a w a r e NRA-T Talladega, e Alabama, n LLC n e s s e e NRA-D Valdosta e (North), l Georgia, a LLC w a r e NRA-D

Q-41 Valdosta, e Georgia, l LLC a w a r e NRA-T Varnville, e South n Carolina, n LLC e s s e e NRA-D Washingt e on l County, a Missouri, w LLC a r e NRA-D Wincheste e r, Indiana, l LLC a w a r e Physicians P Dialysis e Company, n Inc. n s y l v a n i a QualiCent C ers o Albany, l Ltd. o

Q-42 r a d o QualiCent C ers Bend o LLC l o r a d o QualiCent C ers Coos o Bay, Ltd. l o r a d o QualiCent C ers o Eugene-l Springfiel o d, Ltd. r a d o QualiCent C ers Inland o Northwest l L.L.C. o r a d o QualiCent C ers Pueblo o LLC l o r a d o QualiCent C ers Salem o LLC l o

Q-43 r a d o QualiCent C ers Sioux o City, LLC l o r a d o QualiCent C ers, Inc. o l o r a d o RAI Care D Centers of e Alabama, l LLC a w a r e RAI Care D Centers of e Florida I, l LLC a w a r e RAI Care D Centers of e Florida II, l LLC a w a r e RAI Care D Centers of e Georgia I, l LLC a

Q-44 w a r e RAI Care D Centers of e Illinois I, l LLC a w a r e RAI Care D Centers of e Illinois II, l LLC a w a r e RAI Care D Centers of e Maryland l I, LLC a w a r e RAI Care D Centers of e Michigan l I, LLC a w a r e RAI Care D Centers of e Michigan l II, LLC a w a r e RAI Care D Centers of e Nebraska l II, LLC a

Q-45 w a r e RAI Care D Centers of e North l Carolina a II, LLC w a r e RAI Care D Centers of e Northern l California a I, LLC w a r e RAI Care D Centers of e Northern l California a II, LLC w a r e RAI Care D Centers of e Oakland l II, LLC a w a r e RAI Care D Centers of e South l Carolina I, a LLC w a r e RAI Care D Centers of e Southern l California a

Q-46 I, LLC w a r e RAI Care D Centers of e Southern l California a II, LLC w a r e RAI Care D Centers of e Tennessee l , LLC a w a r e RAI Care D Centers of e Virginia I, l LLC a w a r e RCG D Bloomingt e on, LLC l a w a r e RCG East D Texas, e LLP l a w a r e RCG D Indiana, e L.L.C. l a

Q-47 w a r e RCG D Irving, e LLP l a w a r e RCG D Martin, e LLC l a w a r e RCG D Memphis e East, LLC l a w a r e RCG D Memphis, e LLC l a w a r e RCG D Mississip e pi, Inc. l a w a r e RCG D Pensacola, e LLC l a

Q-48 w a r e RCG D Robstown e , LLP l a w a r e RCG T University e Division, n Inc. n e s s e e RCG A West r Health i Supply, z L.C. o n a Renal A Care l Group a Alaska, s Inc. k a Renal P Care e Group n East, Inc. n s y l v a n i a Renal D Care e

Q-49 Group l Maplewo a od, LLC w a r e Renal D Care e Group l Michigan, a Inc. w a r e Renal D Care e Group l Northwest a , Inc. w a r e Renal K Care a Group of n the s Midwest, a Inc. s Renal D Care e Group of l the a Ozarks, w LLC a r e Renal D Care e Group of l the a Rockies, w LLC a r e Renal D Care e Group of l the South, a

Q-50 Inc. w a r e Renal F Care l Group of o the r Southeast, i Inc. d a Renal D Care e Group l Ohio, Inc. a w a r e Renal D Care e Group l South a New w Mexico, a LLC r e Renal D Care e Group l Southwest a Holdings, w Inc. a r e Renal D Care e Group l Southwest a Michigan, w LLC a r e Renal D Care e Group l Southwest a , L.P. w

Q-51 a r e Renal D Care e Group l Terre a Haute, w LLC a r e Renal T Care e Group x Texas, a Inc. s Renal D Care e Group l Toledo, a LLC w a r e Renal D Care e Group, l Inc. a w a r e Renal D Care e Group-l Harlingen, a L.P. w a r e RenalPart D ners, Inc. e l a w a r e

M M M Q-52 Renex Corp. Renex Dialysis Clinic of Bloomfiel d, Inc. Renex Dialysis Clinic of Bridgeton, Inc. Renex Dialysis Clinic of Creve Coeur, Inc. Renex Dialysis Clinic of Maplewo od, Inc. Renex Dialysis Clinic of Orange, Inc. F l o r i d a N e w J e r s e y i s s o u r i i s s o u r i i s s o u r i N e w J e r s e

M M Q-53 Renex Dialysis Clinic of Philadelph ia, Inc. Renex Dialysis Clinic of Pittsburgh , Inc. Renex Dialysis Clinic of South Georgia, Inc. Renex Dialysis Clinic of St. Louis, Inc. Renex Dialysis Clinic of Tampa, Inc. Renex y P e n n s y l v a n i a P e n n s y l v a n i a G e o r g i a i s s o u r i F l o r i d a

M Q-54 Dialysis Clinic of University City, Inc. Renex Dialysis Clinic of Woodbury , Inc. Renex Dialysis Facilities, Inc. Saint Louis Renal Care, LLC San Diego Dialysis Services, Inc. Santa Barbara Communit y Dialysis Center, i s s o u r i N e w J e r s e y i s s i s s i p p i D e l a w a r e D e l a w a r e C a l i f

M Q-55 Inc. Smyrna Dialysis Center, LLC SSKG, Inc. St. Louis Regional Dialysis Center, Inc. STAT Dialysis Corporati on Stone Mountain Dialysis Center, LLC Stuttgart Dialysis, LLC o r n i a G e o r g i a I l l i n o i s i s s o u r i D e l a w a r e G e o r g i a A r k a n

Q-56 s a s Tappahan V nock i Dialysis r Center, g Inc. i n i a Terrell D Dialysis e Center, l L.L.C. a w a r e Warrenton V Dialysis i Facility, r Inc. g i n i a West End V Dialysis i Center, r Inc. g i n i a West G Palm e Dialysis, o LLC r g i a Wharton T Dialysis, e Inc. x a s WSKC I

Q-57 Dialysis l Services, l Inc. i n o i s

EXHIBIT R to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF ACCOUNT AGENT AGREEMENT [Attached] 1

EXHIBIT S to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT LIST OF CLOSING DOCUMENTS [Attached] 1

EXHIBIT T to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF AGREED UPON PROCEDURES REPORT Procedures performed and findings are presented as follows. For purposes of reporting our findings, in those instances in which one or both the compared amounts were rounded to the same degree, we have nevertheless stated that we found the compared amounts to be in agreement. Minor or insignificant differences, as determined by management of the company (“management), between source or testing data and the Investor Report are not discussed herein and are noted as such in the body of the report, as indicated by the tickmark “P”. All testing is performed on the monthly Investor Report for the period ending March 20 . 1A. For Renal Therapies Group (RTG) and Fresenius Kidney Care (FKC), obtain the March 20 Monthly Investor Reports (IR) from management and compare gross receivables (line item 1), all components of the Net Receivables Balance calculation (line items 6-1724), Self-Pay Receivables (line items 28-33), Accrued but not billed Receivables (line items 34-36), all components of the Monthly Activity calculation (line items 3437-4147) to the general ledger (GL) and aged trial balance (ATB),. Obtain and document management’s reconciliation of differences in the Agreed Upon Procedures Report (the “Report”). 1B. For the March 20 Monthly Investor Report (IR), recalculate the individual components of the Loss Reserve, Dilution Reserve, Discount Reserve, Servicing Fee Reserve, Dilution Ratio, Loss-to-Liquidation Ratio and the Default Ratio from data obtained from NMC’s internal systems and verify with ratios reported. 1C. For FKC, obtain from management a list of dilutive items, inclusive of write-offs < 270 days on disputed claims, contractual adjustments, void & re-bills, and other dilutions, issued in March 20 select 60 and complete the following: Document management’s explanations for each void & re-billsdilutive item. Obtain from management a list of each obligor, amount (include both the voided amount and the rebilled amount) and reason for the issuance of the void & re-billcredit memo. Document management’s response in the Report in table format. Calculate and document in the Report the average dilution horizon for each void & re-billsample selected above. The dilution horizon is defined as the period from which a credit memo is issued relative to the original date which the invoice was issued, except for Void & re-bills which will be calculated as the average of the original and ending claim dates to the void & re-bill date for those claims. Calculate the weighted average (by dollar amount) dilution horizon for the entire sample

1D. For RTG obtain from management a list of 20 credit memos issued in March 20 complete the following: and Obtain from management a list of each obligor, amount and reason for the issuance of the credit memo. Document management’s response in the Report in table format. Document in which Monthly activity line item the credit memos were reported. Calculate and document in the Report the weighted average dilution horizon for each credit memo selected above. The dilution horizon is defined as the period from original invoiceInvoice date to the issuance of a credit memo against that invoice. For credits issued for future purchases the dilution horizon is zero. For cash rebates, where the A/R is not discounted and is paid in full, the dilution horizon is zero. 1E. For FKC, obtain from management a list of contractual adjustments issued in March 20 select 20 and complete the following: Document management’s explanations for each contractual adjustment. Obtain from management a list of each obligor, amount and reason for the issuance of the contractual adjustment. Document management’s response in the Report in table format. 2A. Obtain from management the agings as represented in the March 20 Investor Reports and compare amounts to the Company’s ATB and to the GL (RTG and FKC). For each of the divisions, illustrate in the Report the amount as shown in the aged trial balance, the GL and the selected IR. Obtain and document management’s reconciliation of differences. 2B. For RTG and FKC inquire of management the definition of the receivable aging policy utilized (i.e. invoice date or due date). Document management’s representation in the Report. 2C. For FKC, select 60 claims from the March 31, 20 aging and determine if the claims were aged properly in accordance with the Company’s aging policy. Note in the report any invoices/claims that may not be aged in accordance with the aging policy in Procedure 2B. 2D. For RTG, from the 20 invoices/claims selected in March 20 in Procedure 2F, determine if the invoices/claims were aged properly in March in accordance with the Company’s aging policy. Note in the Report any invoices/claims that may not be aged in accordance with the aging policy in 2B. 2E. For FKC, for March 20 , select 60 claims from 8 predetermined commercial checks received into a lockbox account. Additionally, from 3 predetermined Medicare payments received into a lockbox account, select a total of 60 claims. Trace all selected claims to the appropriate system to determine if the cash received was applied to the proper claim. 2F. For RTG, obtain from management 20 cash receipts for RTG from the March 20monthly cash collections report to determine if cash was applied to the correct invoices/claims.

3A. For RTG and FKC, obtain from management a list of payment terms. Document the list of payment terms received from management. 3B. For RTG and FKC, inquire of management as to whether the Company extends/alters maturity of receivables. If so, under which circumstances? Inquire as to how do the systems/reporting track these payment term extensions (i.e., is the due date extended in the system?). Document management’s response. 4A. For RTG and FKC, compare the monthly write-off amounts as represented in the March 20 IR to the monthly activity in the March 20 roll-forward of the allowance for doubtful accounts. Document management’s explanation for any differences greater than $100,000. 4B. For RTG and FKC, obtain from management a listing of the 20 largest RTG accounts that were written-off in March 20 and 60 written-off claims from FKC. Request of management the reason for the write-off and note the response. 4C. For RTG and FKC, inquire of management and note the response of the following: What is the methodology for reserving expected bad debts? Has the Company reserved for any non-delinquent or non-defaulted accounts? Is there a separate account in which delinquent accounts are placed prior to eventual charge-off whereby the amounts are not reflected on the aging? 4D. For RTG and FKC, of the charge-offs listed in Procedure 4B, inquire of management as to if any of the accounts were converted to Notes Receivable and if so at what point in the aging where they converted. 5. For RTG and FKC, obtain a list of the primary obligors as listed in the IR as of March 20 and compare this information by tracing amounts to ATB. management’s reconciliation of differences. Obtain and document 6A. For RTG and FKC, obtain from management a listing of the lockbox number and name of the depository banks in which collections are deposited. Compare the list of bank accounts to the Account Schedule, an updated schedule for the TAA. 6B. For RTG and FKC obtain from management an understanding of the collection process for payments not going directly through the accounts from 6A. Inquire as to whether any payments are received via ACH or wire transfer. If so, obtain from management a listing of bank accounts. 6C. For RTG and FKC, examine a March 20bank statement to GL reconciliation for one depository account for each division, noting the timeliness of completion and amount of unreconciled differences. Document the quantity of all reconciling items greater than $100,000. $250,000. Document management’s explanation for all reconciling items greater than

6D. For RTG and FKC, obtain from management a schedule for March 20 summarizing collections within the bank statement from Procedure 6C by method of receipt, in a format similar to the one shown below. 6E. For RTG and FKC, compare the accuracy of this schedule by tracing this information to the bank statements, accounting records, and the March 20 Investor Report. 6F. For RTG and FKC, inquire of management as to if more than 5% of the collections were not remitted by the obligors directly to one of the Special Accounts. If yes, (i.e. > 5%) select a sample of 5 of these cash receipts and inquire as to whether these collections were deposited into the Concentration Account within 48 hours. 6G. For FKC, inquire of management as to when the last 15 payments (using March 31, 20 as the cut-off date) were received related to the government cost reporting process, the amount, and where the funds were initially deposited (i.e. was payment made to one of the depository accounts listed in the schedule to the TAA?). 6H. For FKC, inquire of management timing of Medicare cost reporting, noting recovery percentage for the cost recovery period of 2014 which was submitted and collected in 2015. 7. For RTG and FKC, obtain from management the 10 largest commercial and hospital obligors and their respective receivables balances as of March 20 . 8. Obtain from management a list of Transferring Affiliates that are included in the securitization program as of March 20 . 9. For FKC, reconcile the total balance of the receivables from all of the Transferring Affiliates on 3/31/ to the FKC balance on the IR for March 20 . A. Method of Receipt ($000s) March 20 % Obligor mailed/sent payment directly to a Special Lock-Box Account (via check, ACH, or Wire Transfer) $ Obligor sent payment to Company’s office Other (describe) (a)TOTAL COLLECTIONS DEPOSITED per Bank Statement(s) $ 100% (b)Reconciling items

10. Confirm that each of the Transferring Affiliates is a wholly-owned subsidiary of Fresenius Medical Care Holdings, Inc. If the list includes any joint ventures, inquire from management the date it was converted to a joint venture and the balance of receivables as of March 20 . 11. For FKC, inquire from management as to how receivables are identified and excluded from being sold to NMC Funding Corporation after a Transferring Affiliate is converted to a joint venture (confirm that receivables originated by joint ventures are not sold to NMC Funding Corporation). Additionally, inquire as to how and when obligors are instructed to begin paying to an account controlled by the joint venture. 12. For FKC, obtain from management and verify the total amount due to joint ventures that was deposited into accounts controlled by Transferring Affiliates during March 20 . Inquire about the process to handle these deposits and the average amount of time that lapses before these funds are sent to the correct account controlled by the joint venture. 13. For FKC, obtain from management and verify the total amount due to Transferring Affiliates that was deposited into accounts controlled by joint ventures during March 20 . Inquire about the process to handle these deposits and the average amount of time that lapses before these funds are sent to the correct account controlled by the Transferring Affiliate. 14. For FKC, select 20 cash collections on receivables that are aged greater than 300 days in March 20 and ensure they are applied to the correct aging bucket. 15. For FKC, select 30 receivables that are listed as accrued not yet billed on the March 20 Investor Report and ensure each receivable has not been maintained on the books and records of the Originating Entity for more than 120 days past the service performance date of such receivable. 1516. KPMG will provide a no material weakness letter for FMCH for the period ending December 31, 20 . See Appendix for the no material weakness letter. 1617. Obtain from the Company the name of independent director and their contact information as well as the name of the independent director’s employer or, if retired, the name of their most recent employer. 1718. Inquire of management as to whether there have been any changes made to the Company’s credit and collection policy since March 31, 20 management’s response. through the date of this report. Document

EXHIBIT B

Form of Amendment No. 3 to the Receivables Purchase Agreement

[Attached]

EXECUTION VERSION

AMENDMENT NO. 3

Dated as of December 20, 2018

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Dated as of January 17, 2013

THIS AMENDMENT No. 3 (this “ Amendment ”) dated as of December 20, 2018 is entered into by and between NMC FUNDING CORPORATION, a Delaware corporation, as Purchaser (the “ Purchaser ”) and NATIONAL MEDICAL CARE, INC., a Delaware corporation, as Seller (the “ Seller ”).

PRELIMINARY STATEMENTS

A. The Purchaser and the Seller are parties to that certain Second Amended and Restated Receivables Purchase Agreement dated as of January 17, 2013 (as amended or otherwise modified prior to the date hereof, the “ RPA ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the RPA.

B. The Purchaser and the Seller have agreed to amend the RPA on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments .

1.1 Section 2.7 of the RPA is hereby amended by replacing such section in its entirety with the following:

Section 2.7 Addition and Removal of Transferring Affiliates .

(a) If (i) one or more direct or indirect wholly-owned Subsidiaries of the FMCH (other than the Transferring Affiliates) now owned or hereafter acquired, is primarily engaged in the same business as is conducted on the date hereof by FMCH and the Transferring Affiliates or (ii) FMCH reorganizes its corporate structure such that facilities generating Receivables on the date hereof (or acquired as contemplated by clause (i)) are owned by one or more additional direct or indirect wholly-owned Subsidiaries of the FMCH, any or all of the wholly-owned subsidiaries referred to in clauses (i) and (ii) may, with the prior written consent of the Purchaser and the Agent (which consent shall not be unreasonably withheld or delayed), become Transferring Affiliates under this Agreement upon delivery to the Purchaser and the Agent of (x) counterparts of the Transferring Affiliate Letter duly executed by such

subsidiary or subsidiaries and (y) the documents relating to such subsidiary or subsidiaries of the kind delivered by or on behalf of the Transferring Affiliates pursuant to Section 4.1, together with such other instruments, documents and agreements as either the Purchaser or the Agent may reasonably request in connection therewith.

(b) If any existing Transferring Affiliate wishes to be removed as a party to the Transferring Affiliate Letter, such existing Transferring Affiliate shall be removed as a Transferring Affiliate under this Agreement simultaneously with, and subject to the satisfaction of the conditions required for, its removal as a Transferring Affiliate under the Transferring Affiliate Letter and the TAA pursuant to Section 2.15 of the TAA.

(c) Upon the addition or removal of any Transferring Affiliate pursuant to subsection (a) or (b) above, as applicable, the provisions of this Agreement, including Exhibit J, shall, without further act or documentation, be deemed amended, and in the case of any such Subsidiary being added as a Transferring Affiliate, to apply to any such entity to the same extent as the same apply to the Transferring Affiliates as of the date hereof and the term “Transferring Affiliate” in this Agreement shall mean and refer to such entity as well as each then existing Transferring Affiliate.

1.2 Exhibit F (List of Actions and Suits) of the RPA is hereby deleted and replaced with the new Exhibit F attached hereto as Exhibit 1 .

1.3 Exhibit G (Location of Records) of the RPA is hereby deleted and replaced with the new Exhibit G attached hereto as Exhibit 2 .

1.4 Exhibit H (List of Seller’s Subsidiaries, Divisions and Tradenames) of the RPA is hereby deleted and replaced with the new Exhibit H attached hereto as Exhibit 3 .

1.5 Exhibit I (Form of Transferring Affiliate Letter) of the RPA is hereby amended to insert at the end of such exhibit the form of Amendment No. 7 to the Transferring Affiliate Letter attached hereto as Exhibit 4 .

1.6 Exhibit J (List of Transferring Affiliates, Chief Executive Offices of Transferring Affiliates and Tradenames) of the RPA is hereby deleted and replaced with the new Exhibit J attached hereto as Exhibit 5 .

SECTION 2. Conditions Precedent . This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Purchaser of counterparts of this Amendment duly executed by the Purchaser and the Seller, (ii) the effectiveness of Amendment No. 7 to the Amended and Restated Transferring Affiliate Letter of even date herewith among the Seller and each Transferring Affiliate and (iii) the effectiveness of

Amendment No. 2 to the Seventh Amended and Restated Transfer and Administration Agreement of even date herewith among the Seller, the Purchaser, the Transferor, the Collection Agent, the Administrative Agents and the Agent.

SECTION 3. Covenants, Representations and Warranties of the Seller .

3.1 Upon the effectiveness of this Amendment, the Seller hereby reaffirms all covenants, representations and warranties made by it in the RPA and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

3.2 The Seller hereby represents and warrants that (i) this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms and (ii) upon the effectiveness of this Amendment, no Seller Default or Potential Seller Default shall exist under the RPA.

SECTION 4. Reference to and Effect on the RPA .

4.1 Upon the effectiveness of this Amendment, each reference in the RPA to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the RPA as amended hereby, and each reference to the RPA in any other document, instrument and agreement executed and/or delivered in connection with the RPA shall mean and be a reference to the RPA as amended hereby.

4.2 Except as specifically amended hereby, the RPA and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Purchaser or any of its assignees under the RPA or any other document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

SECTION 5. Governing Law . THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

SECTION 6. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

SECTION 7. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.

	NMC FUNDING CORPORATION,
	as Purchaser

	By:
	Name:
	Title:

	NATIONAL MEDICAL CARE, INC.,
	as Seller

	By:
	Name:
	Title:

Signature Page

Amendment No. 3 to Second Amended and Restated Receivables Purchase Agreement

Exhibit 1

to Amendment

EXHIBIT F

SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

LIST OF ACTIONS AND SUITS

SECTION 3.1(g)

3.1(g)(i) Transferor: None

3.1(g)(ii) Affiliates: The “Legal and Regulatory Matters” section of the most recent annual report on Form 20-F or report on Form 6-K for the quarter, as applicable, and such other Form 6-Ks referencing therein any actions, suits or proceedings, each as filed by Fresenius Medical Care AG & Co. KGaA (“FME KGaA” or the “Company”) with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 is hereby incorporated by reference as if fully set forth herein.

Such filings can be found on the SEC website at the following link: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001333141&owner=exclude&count=40&hidefilings=0

The following are excerpts from the report on Form 6-K of FME KGaA filed with the Securities and Exchange Commission on October 30, 2018 for the period ending September 30, 2018 ( in thousands, except share and per share data ):

Legal and Regulatory Matters

The Company is routinely involved in 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 health care services and products. Legal matters that the Company currently deems to be material or noteworthy 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.

hepatitis B laboratory tests that were medically unnecessary or not properly ordered by a physician. Discovery on the relator’s complaint closed in May 2015. Although the United States initially declined to intervene in the case, the government subsequently changed position. On April 3, 2017, the court allowed the government to intervene with respect only to certain hepatitis B surface antigen tests performed prior to 2011, when Medicare reimbursement rules for such tests changed. The court has subsequently rejected government requests to conduct new discovery and to add counts to its complaint-in-intervention that would expand upon the relator’s complaint, but has allowed FMCH to take discovery against the government as if the government had intervened at the outset.

Beginning in 2012, the Company received certain communications alleging conduct in countries outside the U.S. that might violate the Foreign Corrupt Practices Act (“FCPA”) or other anti-bribery laws. Since that time, the Company’s Supervisory Board, through its Audit and Corporate Governance Committee, has conducted investigations with the assistance of independent counsel. In a continuing dialogue, the Company voluntarily advised the Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) about these investigations, while the SEC and DOJ (collectively the “government” or “government agencies”) have conducted their own investigations, in which the Company has cooperated.

In the course of this dialogue, the Company identified and reported to the government, and has taken remedial actions including employee disciplinary actions with respect to, conduct that has resulted in the government agencies’ seeking monetary penalties or other sanctions against the Company under the FCPA or other anti-bribery laws. Such conduct or its remediation may impact adversely the Company’s ability to conduct business in certain jurisdictions.

The Company has substantially concluded its investigations and undertaken discussions toward a possible settlement with the government agencies that would avoid litigation over government demands related to certain identified conduct. These discussions are continuing and have not yet achieved an agreement; failure to reach agreement and consequent litigation with either or both government agencies remains possible. The discussions have revolved around possible bribery and corruption questions principally related to certain conduct in the Company’s products business in a number of countries.

The Company recorded a charge of €200,000 in the fourth quarter of 2017. The charge encompassed an estimate of the government agencies claims for profit disgorgement, as well as accruals for fines or penalties, certain legal expenses and other related costs or asset impairments. The Company increased the provision by €75,000 to reflect an understanding with the government agencies on the financial aspects of a potential settlement and an update of legal costs to continue with these discussions. Following this increase, which takes into account incurred and anticipated legal expenses, impairments and other costs, the provision totals €243,000 as of September 30, 2018. However, significant non-financial matters are still under discussion with the government and must be resolved to the Company’s satisfaction for a settlement to occur.

Personal injury litigation involving the Company’s acid concentrate product, labeled as Granuflo® or Naturalyte®, first arose in 2012 and was substantially resolved by settlement agreed in principle in February 2016 and consummated in November 2017, as previously disclosed. Remaining individual personal injury cases do not present material risk and discussion of them is therefore discontinued.

The Company’s affected insurers agreed to the settlement of the acid concentrate personal injury litigation and funded $220,000 of the settlement fund under a reciprocal reservation of rights encompassing certain

F- 2

coverage issues raised by insurers and the Company’s claims for indemnification of defense costs. The Company accrued a net expense of $60,000 in connection with the settlement, including legal fees and other anticipated costs.

Following entry into the settlement, the Company’s insurers in the AIG group and the Company each initiated litigation against the other relating to the AIG group’s coverage obligations under applicable policies. In the coverage litigation, the AIG group seeks to be indemnified by the Company for a portion of its $220,000 outlay; the Company seeks to confirm the AIG group’s $220,000 funding obligation, to recover defense costs already incurred by the Company, and to compel the AIG group to honor defense and indemnification obligations, if any, required for resolution of cases not participating in the settlement. As a result of decisions on issues of venue, the coverage litigation is proceeding in the New York state trial court for Manhattan. (National Union Fire Insurance v. Fresenius Medical Care, 2016 Index No. 653108 (Supreme Court of New York for New York County)).

Four institutional plaintiffs filed complaints against FMCH or its affiliates under state deceptive practices statutes resting on certain background allegations common to the GranuFlo®/NaturaLyte® personal injury litigation, but seeking as remedy the repayment of sums paid to FMCH attributable to the GranuFlo®/NaturaLyte® products. These cases implicate different legal standards, theories of liability and forms of potential recovery from those in the personal injury litigation and their claims were not extinguished by the personal injury litigation settlement described above. The four plaintiffs are the Attorneys General for the States of Kentucky, Louisiana and Mississippi and the commercial insurance company Blue Cross Blue Shield of Louisiana in its private capacity. State of Mississippi ex rel. Hood, v. Fresenius Medical Care Holdings, Inc., No. 14-cv-152 (Chancery Court, DeSoto County); State of Louisiana ex re. Caldwell and Louisiana Health Service & Indemnity Company v. Fresenius Medical Care Airline, 2016 Civ. 11035 (U.S.D.C. D. Mass.); Commonwealth of Kentucky ex rel. Beshear v. Fresenius Medical Care Holdings, Inc. et al., No. 16-CI-00946 (Circuit Court, Franklin County). A jury trial has been scheduled to begin in the Kentucky (Beshear) case on January 22, 2019.

The Company is not a party to a substantial adverse jury verdict and punitive damage award entered in Denver on June 27, 2018 against DaVita Healthcare Partners, Inc. (“DaVita”), involving DaVita’s own clinical management of the Company’s acid concentrate product. See, White v. DaVita Healthcare Partners, Inc., 2015 Civ. 02106 (U.S.D.C. Colorado).

In August 2014, FMCH received a subpoena from the United States Attorney for the District of Maryland inquiring into FMCH’s contractual arrangements with hospitals and physicians involving contracts relating to the management of in-patient acute dialysis services. FMCH is cooperating in the investigation.

In July 2015, the Attorney General for Hawaii issued a civil complaint under the Hawaii False Claims Act alleging a conspiracy pursuant to which certain Liberty Dialysis subsidiaries of FMCH overbilled Hawaii Medicaid for Liberty’s Epogen® administrations to Hawaii Medicaid patients during the period from 2006 through 2010, prior to the time of FMCH’s acquisition of Liberty. Hawaii v. Liberty Dialysis — Hawaii, LLC et al., Case No. 15-1-1357-07 (Hawaii 1st Circuit). The State alleges that Liberty acted unlawfully by relying on incorrect and unauthorized billing guidance provided to Liberty by Xerox State Healthcare LLC, which acted as Hawaii’s contracted administrator for its Medicaid program reimbursement operations during the relevant period. The amount of the overpayment claimed by the State is approximately $8,000, but the State seeks civil remedies, interest, fines, and penalties against Liberty and FMCH under the Hawaii False Claims Act substantially in excess of the overpayment. After prevailing on motions by Xerox to preclude it from doing so, FMCH is pursuing third-party claims for contribution and indemnification against Xerox. The State’s False Claims Act complaint was filed after Liberty initiated an administrative action challenging the State’s recoupment of alleged overpayments

F- 3

from sums currently owed to Liberty. The civil litigation and administrative action are proceeding in parallel. Trial in the civil litigation is scheduled for April 2019.

On August 31 and November 25, 2015, respectively, FMCH received subpoenas under the False Claims Act from the United States Attorneys for the District of Colorado and the Eastern District of New York inquiring into FMCH’s participation in and management of dialysis facility joint ventures in which physicians are partners. On March 20, 2017, FMCH received a subpoena in the Western District of Tennessee inquiring into certain of the operations of dialysis facility joint ventures with the University of Tennessee Medical Group, including joint ventures in which FMCH’s interests were divested to Satellite Dialysis in connection with FMCH’s acquisition of Liberty Dialysis in 2012. FMCH has cooperated in these investigations.

On September 26, 2018, the US Attorney for the Eastern District of New York declined to intervene on the qui tam complaint filed under seal in 2014 that gave rise to this investigation. CKD Project LLC v. Fresenius Medical Care, 2014 Civ. 6646 (E.D.N.Y. November 12, 2014). The court then unsealed the complaint, allowing the relator to serve and proceed on his own, but the complaint has not been served. FMCH understands that the US Attorney for Western District of Tennessee is no longer pursuing its investigation of FMCH. The District of Colorado investigation continues.

Beginning October 6, 2015, the United States Attorney for the Eastern District of New York (the “Brooklyn USAO”) and the Office of Inspector General of the United States Department of Health and Human Services (“OIG”) have investigated, through subpoenas issued under the False Claims Act, utilization and invoicing by the Company’s subsidiary Azura Vascular Care for a period beginning after the Company’s acquisition of American Access Care LLC (“AAC”) in October 2011. The Company has cooperated in the government’s inquiry. Allegations against AAC arising in districts in Connecticut, Florida and Rhode Island relating to utilization and invoicing were settled in 2015.

On October 22, 2018, the United States Attorney for the Southern District of New York (the “Manhattan USAO”) announced a False Claims Act settlement for up to $18,400 with Vascular Access Centers LP, a competitor of AAC and Azura. Simultaneously, related documents were unsealed, including the 2012 qui tam (whistleblower) complaint that gave rise to the investigation. Levine v. Vascular Access Centers, 2012 Civ. 5103 (S.D.N.Y.). That qui tam complaint names as defendants, among others in the dialysis industry, certain affiliates of the Company. At the present time, the Manhattan USAO has not intervened as against non-settling defendants and the relationship, if any, between the Brooklyn USAO investigation of Azura begun in 2015 and the Manhattan USAO’s Levine settlement is unclear.

On June 30, 2016, FMCH received a subpoena from the United States Attorney for the Northern District of Texas (Dallas) seeking information under the False Claims Act about the use and management of pharmaceuticals including Velphoro® as well as FMCH’s interactions with DaVita. The investigation encompasses DaVita, Amgen, Sanofi, and other pharmaceutical manufacturers and includes inquiries into whether certain compensation transfers between manufacturers and pharmacy vendors constituted unlawful kickbacks. The Company understands that this investigation is substantively independent of the $63,700 settlement by DaVita Rx announced on December 14, 2017 in the matter styled United States ex rel. Gallian v. DaVita Rx, 2016 Civ. 0943 (N.D. Tex.). FMCH is cooperating in the investigation.

F- 4

2017, FMCH terminated the employee and notified the United States Attorney of the termination and its circumstances. The terminated employee’s conduct is expected to result in demands for the Company to refund overpayments and to pay related penalties under applicable laws, but the monetary value of such payment demands cannot yet be reasonably estimated.

On December 14, 2016, the Center for Medicare & Medicaid Services (“CMS”), which administers the federal Medicare program, published an Interim Final Rule (“IFR”) titled “Medicare Program; Conditions for Coverage for End-Stage Renal Disease Facilities-Third Party Payment.” The IFR would have amended the Conditions for Coverage for dialysis providers, like FMCH and would have effectively enabled insurers to reject premium payments made by or on behalf of patients who received grants for individual market coverage from the American Kidney Fund (“AKF” or “the Fund”). The IFR could thus have resulted in those patients losing individual insurance market coverage. The loss of coverage for these patients would have had a material and adverse impact on the operating results of FMCH.

On January 25, 2017, a federal district court in Texas responsible for litigation initiated by a patient advocacy group and dialysis providers including FMCH preliminarily enjoined CMS from implementing the IFR. Dialysis Patient Citizens v. Burwell, 2017 Civ. 0016 (E.D. Texas, Sherman Div.). The preliminary injunction was based on CMS’ failure to follow appropriate notice-and-comment procedures in adopting the IFR. The injunction remains in place and the court retains jurisdiction over the dispute.

On January 3, 2017, the Company received a subpoena from the United States Attorney for the District of Massachusetts under the False Claims Act inquiring into the Company’s interactions and relationships with the AKF, including the Company’s charitable contributions to the Fund and the Fund’s financial assistance to patients for insurance premiums. FMCH is cooperating in the investigation, which is part of a broader investigation into charitable contributions in the medical industry. The Company believes that the investigation revolves around conduct alleged to be unlawful in United Healthcare v. American Renal Associates, 2018 Civ. 10622 (D. Mass.), but believes that such unlawful conduct was not undertaken by the Company. On July 2, 2018, American Renal Associates announced that it had reached a settlement in principle of the United Healthcare litigation. The Company lacks information necessary to assess how the American Renal Associates settlement may impact the United States Attorney’s investigation.

In early May 2017, the United States Attorney for the Middle District of Tennessee (Nashville) issued identical subpoenas to FMCH and two subsidiaries under the False Claims Act concerning the Company’s retail pharmaceutical business. The investigation is exploring allegations related to improper inducements to dialysis patients to fill oral prescriptions through FMCH’s pharmacy service, improper billing for returned pharmacy products and other allegations similar to those underlying the $63,700 settlement by DaVita Rx in Texas announced on December 14, 2017. United States ex rel. Gallian, 2016 Civ. 0943 (N.D. Tex.). FMCH is cooperating in the investigation.

The Company received a subpoena dated December 11, 2017 from the United States Attorney for the Eastern District of California (Sacramento) requesting information under the False Claims Act concerning Spectra Laboratories, the Company’s affiliate engaged in laboratory testing for dialysis patients. The inquiry related to allegations that certain services or materials provided by Spectra to its outpatient

F- 5

dialysis facility customers constitute unlawful kickbacks. The Company cooperated in the investigation. On August 7, 2018, the United States Attorney declined to intervene on a qui tam complaint, which had been filed by an affiliate of industry competitor Ascend Laboratory and caused the investigation to be initiated. On September 4, the competitor/relator dismissed the complaint. Laboratory Research, LLC v. Spectra Laboratories, Inc., 2017 Civ. 1185 (E.D. Cal., June 7, 2017). No settlement discussions occurred and the Company gave no consideration for the dismissal.

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, insurance plans and suppliers, 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, dialysis clinics and other health care facilities, 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 U.S. Food and Drug Administration (“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 the Company does not address matters raised in warning letters or other enforcement notices 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. FMCH is currently engaged in remediation efforts with respect to one pending FDA warning letter. 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, the federal Civil Monetary Penalties 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 whistleblower actions. 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, 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 whistleblower actions, which are initially filed under court seal.

The Company operates many facilities and handles the personal data (“PD”) of its patients and beneficiaries throughout the United States and other parts of the world, and engages with other business associates to help it carry out its health care activities. 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 and its business associates. On occasion, the Company or its business associates may experience a breach under the Health Insurance Portability and Accountability Act Privacy Rule and Security Rules, the EU’s General Data Protection Regulation and or other similar laws (“Data Protection Laws”) when there has been impermissible use, access, or disclosure of unsecured PD or when the Company or its business associates neglect to implement the required administrative,

F- 6

technical and physical safeguards of its electronic systems and devices, or a data breach that results in impermissible use, access or disclosure of personal identifying information of its employees, patients and beneficiaries. On those occasions, the Company must comply with applicable breach notification requirements.

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 its 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, Data Protection Laws, the Health Information Technology for Economic and Clinical Health Act and the Foreign Corrupt Practices Act, among other laws and comparable state laws or 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.

In Germany, the tax audits for the years 2006 through 2009 have been substantially completed. The German tax authorities have indicated a re-qualification of dividends received in connection with intercompany mandatorily redeemable preferred shares into fully taxable interest payments for these and subsequent years until 2013 and the disallowance of certain other tax deductions. The Company has defended its position and will avail itself of appropriate remedies. An adverse determination with respect to fully taxable interest payments related to intercompany mandatorily redeemable preferred shares and the disallowance of certain other tax deductions could have a material adverse effect on the Company’s financial condition and results of operations.

The Company is also subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions in the ordinary course of business. Tax authorities routinely pursue adjustments to the Company’s tax returns and disallowances of claimed tax deductions. When appropriate, the Company defends these adjustments and disallowances and asserts its own claims. A successful tax related claim against the Company or any of its subsidiaries could have a material adverse effect upon its business, financial condition and results of operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company’s reputation and business.

Other than those individual contingent liabilities mentioned above, the current estimated amount of the Company’s other known individual contingent liabilities is immaterial.

F- 7

Exhibit 2

to Amendment

EXHIBIT G

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LOCATION OF RECORDS

[attached]

EXHIBIT G

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LOCATION OF RECORDS

Number

TAA Name

TAX ID

TAA

Ed to FIDB

Billing Group Name1

Addr1

City1

ST1

Zip1

Apheresis Care Group, Inc.

84-1677784

Yes

84-1677784

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Alabama, Inc.

04-2625090

Yes

04-2625090

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of California, Inc.

04-3129981

Yes

04-3129981

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Delaware, Inc.

04-3183720

Yes

04-3183720

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Dover, Inc.

04-2944525

Yes

04-2944525

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Florida, Inc.

11-2226338

Yes

11-2226338

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Georgia, Inc.

04-2832065

Yes

04-2832065

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Illinois, Inc.

04-2560009

Yes

04-2560009

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Indiana, Inc.

04-2969825

Yes

04-2969825

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Kansas, Inc.

04-3291316

Yes

04-3291316

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Kentucky, Inc.

04-2546968

Yes

04-2546968

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Louisiana, LLC

04-2508242

Yes

04-2508242

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Maine, Inc.

04-2508244

Yes

04-2508244

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Manchester, Inc.

04-2969816

Yes

04-2969816

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Maryland, Inc.

04-2553140

Yes

04-2553140

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Massachusetts, Inc.

04-3088660

Yes

04-3088660

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Michigan, Inc.

04-2516906

Yes

04-2516906

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Minnesota, Inc.

04-3376339

Yes

04-3376339

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Mississippi, Inc.

04-3108559

Yes

04-3108559

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Missouri, Inc.

04-2975268

Yes

04-2975268

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of New Hampshire, Inc.

04-2944527

Yes

04-2944527

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of New Jersey, Inc.

04-3106961

Yes

04-3106961

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of New Mexico, Inc.

04-2520837

Yes

04-2520837

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of North Carolina, Inc.

04-3085674

Yes

04-3085674

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Ohio, Inc.

04-3110360

Yes

04-3110360

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Oklahoma, Inc.

04-3017363

Yes

04-3017363

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Pennsylvania, Inc.

04-2466383

Yes

04-2466383

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of South Carolina, Inc.

04-2944532

Yes

04-2944532

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Tennessee, Inc.

04-3074770

Yes

04-3074770

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Texas, Inc.

11-2226275

Yes

11-2226275

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of the District of Columbia, Inc.

04-2558118

Yes

04-2558118

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Virginia, Inc.

04-3054876

Yes

04-3054876

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of West Virginia, Inc.

04-2894956

Yes

04-2894956

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Wisconsin, Inc.

04-2539147

Yes

04-2539147

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Wyoming, LLC

04-3809723

Yes

04-3809723

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis America Georgia, LLC

04-3441506

Yes

04-3441506

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis Centers of America - Illinois, Inc.

37-1341578

Yes

37-1341578

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis Management Corporation

74-2596786

Yes

74-2596786

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis Services of Atlanta, Inc.

58-1819764

Yes

58-1819764

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis Services of Cincinnati, Inc.

31-1374389

Yes

31-1374389

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Everest Healthcare Rhode Island, Inc.

36-4403091

Yes

36-4403091

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Four State Regional Dialysis Center, Inc.

43-1331335

Yes

43-1331335

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Fresenius Medical Care Dialysis Services - Oregon, LLC

93-1175031

Yes

93-1175031

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Fresenius Medical Care Dialysis Services Colorado LLC

04-3447327

Yes

04-3447327

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

101

Fresenius Medical Care of Montana, LLC

27-4604304

Yes

27-4604304

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

108

Gulf Region Mobile Dialysis, Inc.

04-2938292

Yes

04-2938292

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

109

Haemo-Stat, Inc.

95-3529889

Yes

95-3529889

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

115

Inland Northwest Renal Care Group, LLC

91-2069412

Yes

91-2069412

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

125

National Nephrology Associates of Texas, LP.

74-2928010

Yes

74-2928010

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

126

New York Dialysis Services, Inc.

04-3267217

Yes

04-3267217

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

127

NNA of Alabama, Inc.

63-1223468

Yes

63-1223468

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

129

NNA of Georgia, Inc.

62-1765493

Yes

62-1765493

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

134

NNA of Rhode Island, Inc.

05-0513853

Yes

05-0513853

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

135

NNA of Toledo, Inc.

34-1938916

Yes

34-1938916

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

148

NRA-lnpatient Dialysis, LLC

83-0338286

Yes

83-0338286

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

166

Physicians Dialysis Company, Inc.

23-2858927

Yes

23-2858927

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

184

RAI Care Centers of Nebraska II, LLC

20-3276452

Yes

20-3276452

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

195

RCG Indiana, L.L.C.

62-1674489

Yes

62-1674489

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

204

Renal Care Group East, Inc.

23-1906900

Yes

23-1906900

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

206

Renal Care Group Northwest, Inc.

93-1236337

Yes

93-1236337

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

207

Renal Care Group of the Midwest, Inc.

48-0828924

Yes

48-0828924

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

210

Renal Care Group of the South, Inc.

68-0594301

Yes

68-0594301

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

211

Renal Care Group of the Southeast, Inc.

59-2851389

Yes

59-2851389

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

212

Renal Care Group South New Mexico, LLC

74-2979806

Yes

74-2979806

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

214

Renal Care Group Southwest, L.P.

86-0960418

Yes

86-0960418

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

216

Renal Care Group Texas, Inc.

75-1739434

Yes

75-1739434

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

229

Renex Dialysis Clinic of Woodbury, Inc.

22-3461795

Yes

22-3461795

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

231

Saint Louis Renal Care, LLC

62-1648323

Yes

62-1648323

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

232

San Diego Dialysis Services, Inc.

04-2487762

Yes

04-2487762

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

243

West End Dialysis Center, Inc.

54-1341030

Yes

54-1341030

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

110

Hauppauge Dialysis Center, LLC

47-3940345

Yes

47-3940345

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

120

Liverpool LD, LLC

46-1389133

Yes

46-1389133

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

128

NNA of East Orange, L.L.C.

22-3749910

Yes

22-3749910

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

130

NNA of Harrison, L.L.C.

22-3730892

Yes

22-3730892

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

205

Renal Care Group Maplewood, LLC

01-0854887

Yes

01-0854887

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

219

Renex Dialysis Clinic of Bloomfield, Inc.

22-3572775

Yes

22-3572775

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

223

Renex Dialysis Clinic of Orange, Inc.

22-3461798

Yes

22-3461798

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

Bio-Medical Applications Management Company, Inc.

22-1946461

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

Bio-Medical Applications of Fayetteville, Inc.

04-2944524

Yes

04-2944524

Fresenius Medical Care

920 Winter St

Waltham

02451

Bio-Medical Applications of Rhode Island, Inc.

04-2489760

Yes

04-2489760

Fresenius Medical Care

920 Winter St

Waltham

02451

Everest Healthcare Holdings, Inc.

04-3540082

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

G- 1

Fresenius Management Services, Inc.

04-2733764

Yes

04-2733764

Fresenius Medical Care

920 Winter St

Waltham

02451

Fresenius Medical Care Holdings, Inc.

13-3461988

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

102

Fresenius Medical Care Ventures, LLC

22-3948765

Yes

22-3948765

Fresenius Medical Care

920 Winter St

Waltham

02451

103

Fresenius Medical Care West Bexar, LLC

46-3589219

Yes

46-3589219

Fresenius Medical Care

920 Winter St

Waltham

02451

105

Fresenius USA Manufacturing, Inc.

04-3475979

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

106

Fresenius USA Marketing, Inc.

04-3477762

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

107

Fresenius USA, Inc.

04-2550576

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

124

National Medical Care, Inc.

04-2835488

Yes

04-2835488

Fresenius Medical Care

920 Winter St

Waltham

02451

121

Maumee Dialysis Services, LLC

35-2137387

Yes

35-2137387

INDIANAPOLIS BILLING GROUP

1320 CITY CENTER DR

CARMEL

46032

193

RCG Bloomington, LLC

35-2161251

Yes

35-2161251

INDIANAPOLIS BILLING GROUP

1320 CITY CENTER DR

CARMEL

46032

213

Renal Care Group Southwest Michigan, LLC

36-4525442

Yes

36-4525442

INDIANAPOLIS BILLING GROUP

1320 CITY CENTER DR

CARMEL

46032

215

Renal Care Group Terre Haute, LLC

81-0614774

Yes

81-0614774

INDIANAPOLIS BILLING GROUP

1320 CITY CENTER DR

CARMEL

46032

224

Renex Dialysis Clinic of Pittsburgh, Inc.

25-1732278

Yes

25-1732278

INDIANAPOLIS BILLING GROUP

1320 CITY CENTER DR

CARMEL

46032

Bio-Medical Applications of Aguadilla, Inc.

04-2968314

Yes

04-2968314

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Arecibo, Inc.

04-2740118

Yes

04-2740118

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Arkansas, Inc.

04-2505389

Yes

04-2505389

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Bayamon, Inc.

04-2832066

Yes

04-2832066

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Caguas, Inc.

04-2739513

Yes

04-2739513

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Carolina, Inc.

04-2696241

Yes

04-2696241

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Guayama, Inc.

04-2963519

Yes

04-2963519

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Humacao, Inc.

04-3039570

Yes

04-3039570

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Mayaguez, Inc.

04-2594769

Yes

04-2594769

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Ponce, Inc.

04-2521638

Yes

04-2521638

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Puerto Rico, Inc.

04-3167416

Yes

04-3167416

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Rio Piedras, Inc.

04-2968308

Yes

04-2968308

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of San German, Inc.

04-2740117

Yes

04-2740117

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of San Juan, Inc.

04-2520840

Yes

04-2520840

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Brevard County Dialysis, LLC

20-0250202

Yes

20-0250202

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Clermont Dialysis Center, LLC

59-3733739

Yes

59-3733739

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Fondren Dialysis Clinic, Inc.

76-0149309

Yes

76-0149309

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Fresenius Medical Care Capital City, LLC

45-3986512

Yes

45-3986512

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

114

Homestead Artificial Kidney Center, Inc.

59-2263441

Yes

59-2263441

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

116

Jefferson County Dialysis, Inc.

71-0728066

Yes

71-0728066

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

117

KDCO, Inc.

43-1796126

Yes

43-1796126

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

119

Little Rock Dialysis, Inc.

71-0672705

Yes

71-0672705

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

122

Metro Dialysis Center - Normandy, Inc.

43-1585199

Yes

43-1585199

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

123

Metro Dialysis Center - North, Inc.

43-1227361

Yes

43-1227361

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

131

NNA of Louisiana, LLC

62-1848891

Yes

62-1848891

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

157

NRA-Roanoke, Alabama, LLC

33-0997565

Yes

33-0997565

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

161

NRA-Talladega, Alabama, LLC

20-0168987

Yes

20-0168987

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

175

RAI Care Centers of Alabama, LLC

27-2780983

Yes

27-2780983

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

176

RAI Care Centers of Florida I, LLC

20-3275837

Yes

20-3275837

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

177

RAI Care Centers of Florida II, LLC

20-3276388

Yes

20-3276388

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

194

RCG East Texas, LLP

43-2012785

Yes

43-2012785

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

197

RCG Martin, LLC

62-1727016

Yes

62-1727016

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

198

RCG Memphis East, LLC

62-1857812

Yes

62-1857812

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

199

RCG Mississippi, Inc.

62-1628022

Yes

62-1628022

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

200

RCG Pensacola, LLC

90-0123132

Yes

90-0123132

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

208

Renal Care Group of the Ozarks, LLC

05-0592312

Yes

05-0592312

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

220

Renex Dialysis Clinic of Bridgeton, Inc.

43-1717348

Yes

43-1717348

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

221

Renex Dialysis Clinic of Creve Coeur, Inc.

43-1690517

Yes

43-1690517

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

222

Renex Dialysis Clinic of Maplewood, Inc.

43-1804718

Yes

43-1804718

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

226

Renex Dialysis Clinic of St. Louis, Inc.

43-1856441

Yes

43-1856441

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

227

Renex Dialysis Clinic of Tampa, Inc.

59-3244925

Yes

59-3244925

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

228

Renex Dialysis Clinic of University City, Inc.

43-1655681

Yes

43-1655681

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

230

Renex Dialysis Facilities, Inc.

64-0798295

Yes

64-0798295

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

236

St. Louis Regional Dialysis Center, Inc.

62-1084258

Yes

62-1084258

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

239

Stuttgart Dialysis, LLC

71-0779483

Yes

71-0779483

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Camarillo, Inc.

04-2957737

Yes

04-2957737

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Bio-Medical Applications of Eureka, Inc.

04-2652260

Yes

04-2652260

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Bio-Medical Applications of Fremont, Inc.

04-3033477

Yes

04-3033477

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Bio-Medical Applications of Fresno, Inc.

04-3017372

Yes

04-3017372

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Bio-Medical Applications of Los Gatos, Inc.

04-3033478

Yes

04-3033478

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Conejo Valley Dialysis, Inc.

95-3249390

Yes

95-3249390

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

167

QualiCenters Albany, Ltd.

84-1177951

Yes

84-1177951

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

169

QualiCenters Coos Bay, Ltd.

93-1116623

Yes

93-1116623

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

186

RAI Care Centers of Northern California 1, LLC

20-3273722

Yes

20-3273722

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

187

RAI Care Centers of Northern California II, LLC

20-3276168

Yes

20-3276168

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

188

RAI Care Centers of Oakland II, LLC

26-0703939

Yes

26-0703939

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

190

RAI Care Centers of Southern California I, LLC

20-3275222

Yes

20-3275222

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

191

RAI Care Centers of Southern California II, LLC

20-3276225

Yes

20-3276225

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

203

Renal Care Group Alaska, Inc.

92-0166049

Yes

92-0166049

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

233

Santa Barbara Community Dialysis Center, Inc.

95-2814241

Yes

95-2814241

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Bio-Medical Applications of Clinton, Inc.

04-3112273

Yes

04-3112273

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

Everest Healthcare Indiana, Inc.

36-3575844

Yes

36-3575844

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

113

Home Dialysis of Muhlenberg County, Inc.

61-1262466

Yes

61-1262466

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

118

Kentucky Renal Care Group, LLC

36-4494425

Yes

36-4494425

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

142

NRA-Crossville, Tennessee, LLC

20-0211899

Yes

20-0211899

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

143

NRA-Farmington, Missouri, LLC

20-4545164

Yes

20-4545164

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

144

NRA-Georgetown, Kentucky, LLC

20-5424005

Yes

20-5424005

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

151

NRA-New Castle, Indiana, LLC

20-5987299

Yes

20-5987299

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

156

NRA-Princeton, Kentucky, LLC

45-0468127

Yes

45-0468127

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

158

NRA-South City, Missouri, LLC

20-2902550

Yes

20-2902550

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

159

NRA-St. Louis (Home Therapy Center), Missouri, LLC

20-5424146

Yes

20-5424146

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

160

NRA-St. Louis, Missouri, LLC

20-2902075

Yes

20-2902075

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

164

NRA-Washington County, Missouri, LLC

20-4718634

Yes

20-4718634

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

165

NRA-Winchester, Indiana, LLC

20-5987315

Yes

20-5987315

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

182

RAI Care Centers of Michigan I, LLC

20-3275900

Yes

20-3275900

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

183

RAI Care Centers of Michigan II, LLC

20-3276543

Yes

20-3276543

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

185

RAI Care Centers of North Carolina II, LLC

20-3276272

Yes

20-3276272

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

G- 2

202

RCG University Division, Inc.

62-1555316

Yes

62-1555316

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

Bio-Medical Applications of Connecticut, Inc.

04-2990950

Yes

04-2990950

NEW BEDFORD BILLING GROUP

700 PLEASANT ST

NEW BEDFORD

2740

Bio-Medical Applications of Anacostia, Inc.

04-2716481

Yes

04-2716481

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Columbia Heights, Inc.

04-2583382

Yes

04-2583382

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Northeast D.C., Inc.

04-2832070

Yes

04-2832070

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Southeast Washington, Inc.

04-2633086

Yes

04-2633086

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Clayton County Dialysis, LLC

58-2350026

Yes

58-2350026

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

College Park Dialysis, LLC

56-2293442

Yes

56-2293442

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Columbus Area Renal Alliance, LLC

31-1799562

Yes

31-1799562

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis Specialists of Marietta, Ltd.

31-1484219

Yes

31-1484219

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Douglas County Dialysis, LLC

59-3663253

Yes

59-3663253

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Everest Healthcare Ohio, Inc.

31-1418495

Yes

31-1418495

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

FMS Delaware Dialysis, LLC

26-1536796

Yes

26-1536796

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

FMS Philadelphia Dialysis, LLC

31-1800532

Yes

31-1800532

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Fresenius Medical Care Harston Hall, LLC

26-4216027

Yes

26-4216027

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

104

Fresenius Medical Care-OSUIM Kidney Centers, LLC

43-2117045

Yes

43-2117045

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

111

Henry Dialysis Center, LLC

58-2415318

Yes

58-2415318

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

112

Holton Dialysis Clinic, LLC

58-2449454

Yes

58-2449454

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

140

NRA-Augusta, Georgia, LLC

20-1773433

Yes

20-1773433

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

141

NRA-Bamberg, South Carolina, LLC

72-1554958

Yes

72-1554958

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

145

NRA-Hogansville, Georgia, LLC

20-3169182

Yes

20-3169182

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

146

NRA-Holly Hill, South Carolina, LLC

72-1555507

Yes

72-1555507

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

147

NRA-Hollywood, South Carolina, LLC

20-2902860

Yes

20-2902860

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

149

NRA-LaGrange, Georgia, LLC

26-0185821

Yes

26-0185821

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

150

NRA-Mt. Pleasant, South Carolina, LLC

20-0838706

Yes

20-0838706

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

152

NRA-Newnan Acquisition, LLC

68-0523317

Yes

68-0523317

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

153

NRA-North Augusta, South Carolina, LLC

20-2902633

Yes

20-2902633

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

154

NRA-Orangeburg, South Carolina, LLC

43-2005251

Yes

43-2005251

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

155

NRA-Palmetto, Georgia, LLC

26-0185501

Yes

26-0185501

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

162

NRA-Valdosta (North), Georgia, LLC

26-0185895

Yes

26-0185895

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

163

NRA-Valdosta, Georgia, LLC

20-5056226

Yes

20-5056226

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

178

RAI Care Centers of Georgia I, LLC

26-4422073

Yes

26-4422073

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

181

RAI Care Centers of Maryland I, LLC

20-3275966

Yes

20-3275966

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

189

RAI Care Centers of South Carolina I, LLC

20-3275735

Yes

20-3275735

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

192

RAI Care Centers of Virginia I, LLC

20-3276076

Yes

20-3276076

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

217

Renal Care Group Toledo, LLC

16-1748061

Yes

16-1748061

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

225

Renex Dialysis Clinic of South Georgia, Inc.

58-2383123

Yes

58-2383123

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

234

Smyrna Dialysis Center, LLC

11-3696702

Yes

11-3696702

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

238

Stone Mountain Dialysis Center, LLC

58-2638661

Yes

58-2638661

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

240

Tappahannock Dialysis Center, Inc.

54-1355720

Yes

54-1355720

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

242

Warrenton Dialysis Facility, Inc.

54-1136812

Yes

54-1136812

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Amarillo, Inc.

04-2649134

Yes

04-2649134

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Bio-Medical Applications of Blue Springs, Inc.

04-2975267

Yes

04-2975267

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Dialysis Specialists of Topeka, Inc.

48-1178898

Yes

48-1178898

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Du Page Dialysis, Ltd.

36-3029873

Yes

36-3029873

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Everest Healthcare Texas, L.P.

36-4321507

Yes

36-4321507

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Fort Scott Regional Dialysis Center, Inc.

43-1474377

Yes

43-1474377

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Fresenius Medical Care - South Texas Kidney, LLC

26-0857967

Yes

26-0857967

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

100

Fresenius Medical Care of Illinois, LLC

56-2296990

Yes

56-2296990

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

132

NNA of Oklahoma, Inc.

62-1842289

Yes

#N/A

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

133

NNA of Oklahoma, L.L.C.

73-1574780

Yes

73-1574780

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

139

NRA-Ada, Oklahoma, LLC

20-3918366

Yes

20-3918366

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

179

RAI Care Centers of Illinois I, LLC

20-3424989

Yes

20-3424989

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

180

RAI Care Centers of Illinois II, LLC

20-3276495

Yes

20-3276495

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

196

RCG Irving, LLP

68-0564355

Yes

68-0564355

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

201

RCG Robstown, LLP

46-0514571

Yes

46-0514571

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

209

Renal Care Group of the Rockies, LLC

84-1596186

Yes

84-1596186

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

218

Renal Care Group-Harlingen, L.P.

74-2967993

Yes

74-2967993

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

235

SSKG, Inc.

36-4085833

Yes

36-4085833

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

237

STAT Dialysis Corporation

74-2775421

Yes

74-2775421

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

241

Terrell Dialysis Center, L.L.C.

36-4247457

Yes

36-4247457

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

244

WSKC Dialysis Services, Inc.

36-2668594

Yes

36-2668594

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Dialysis Associates of Northern New Jersey, L.L.C.

22-3547454

Use

22-3547454

CLEVELAND

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

Fresenius Kidney Care Pittsburgh, LLC

26-2521636

Use

26-2521636

PEACHTREE

1940 LODGE RD NW

KENNESAW

30144

136

NNA-Saint Barnabas, L.L.C.

14-1851729

Use

14-1851729

CLEVELAND

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

137

NNA-Saint Barnabas-Livingston, L.L.C.

74-3070647

Use

74-3070647

CLEVELAND

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

138

Northern New Jersey Dialysis, L.L.C.

36-4291598

Use

36-4291598

CLEVELAND

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

168

QualiCenters Bend, LLC

84-1306505

Use

84-1306505

MESA

1750 S MESA DR

MESA

85210

170

QualiCenters Eugene-Springfield Ltd.

84-1200211

Use

84-1200211

MESA

1750 S MESA DR

MESA

85210

171

QualiCenters Inland Northwest LLC

84-1300520

Use

84-1300520

MESA

1750 S MESA DR

MESA

85210

172

QualiCenters Pueblo LLC

84-1278890

Use

84-1278890

TYLER

1750 S MESA DR

MESA

85210

173

QualiCenters Salem, LLC

84-1278891

Use

84-1278891

MESA

1750 S MESA DR

MESA

85210

174

QualiCenters Sioux City LLC

39-1884072

Use

39-1884072

TYLER

1101 E. SE LOOP 323

TYLER

75701

G- 3

Exhibit 3

to Amendment

EXHIBIT H

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LIST OF SELLER’S SUBSIDIARIES, DIVISIONS AND TRADENAMES

Wholly owned :

Bio-Medical Applications Management Company, Inc.

Bio-Medical Applications of Illinois, Inc.

Dialysis America Alabama, LLC

Fresenius Medical Care Dialysis Services - Oregon, LLC

Fresenius Medical Care Insurance Group, LLC

Fresenius Medical Care of Illinois, LLC

Fresenius Medical Seamless Care, LLC

Fresenius Medical Care Ventures Holding Company, Inc.

Haemo-Stat, Inc.

Home Intensive Care, Inc.

Lallendorf Road Realty, LLC

NMC A, LLC

NMC Funding Corporation

NMC Services, Inc.

QCI Holdings, Inc.

Quality Care Dialysis Center of Vega Baja, Inc.

Renal Research Institute, LLC

Spectra Renal Research, LLC

U.S. Vascular Access Holdings, LLC

Elevate365, LLC

New Highway Realty, LLC

Netherland Realty, LLC

Muskegon New Realty, LLC

Houston Coffee Real Estate, LLC

Partially owned (other member is another wholly owned entity) :

QualiCenters Eugene-Springfield, Ltd. (49%)

QualiCenters Inland Northwest L.L.C. (30%)

QualiCenters Louisville LLC (20%)

QualiCenters Salem LLC (40%)

QualiCenters Sioux City, LLC (49%)

Fresenius Medical Care Lake County, LLC (25.38%)

Tradenames :

Seller: Fresenius Medical Care North America

H- 1

Subsidiaries: Fresenius Vascular Care

Azura Vascular Care

Elevate365

H- 2

Exhibit 4

to Amendment

FORM OF AMENDMENT NO. 7 TO

TRANSFERRING AFFILIATE LETTER

[attached]

EXECUTION VERSION

AMENDMENT NO. 7

Dated as of December 20, 2018

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

THIS AMENDMENT NO. 7 (this “ Amendment ”) dated as of December 20, 2018 is entered into by and among (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation (the “ Seller ”), (ii) the entities listed on the signature pages hereof under the heading “New Transferring Affiliates” (together, the “ New Transferring Affiliates ”) and (iii) the other entities listed on the signature pages hereof under the heading “Existing Transferring Affiliates” (collectively, the “ Existing Transferring Affiliates ” and, together with the New Transferring Affiliates, the “ Transferring Affiliates ”).

PRELIMINARY STATEMENT

A. The Seller and the Existing Transferring Affiliates are parties to that certain Amended and Restated Transferring Affiliate Letter dated as of October 16, 2008 (as amended or otherwise modified prior to the date hereof, the “ Transferring Affiliate Letter ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Transferring Affiliate Letter or in the “Agreement” referred to therein.

B. The parties hereto desire to add the New Transferring Affiliates and remove certain Existing Transferring Affiliate as Transferring Affiliates under the Transferring Affiliate Letter and to amend the Transferring Affiliate Letter on the terms and conditions hereinafter set forth.

SECTION 1. Amendments .

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Transferring Affiliate Letter is hereby amended as follows:

1.1 New Transferring Affiliates . Each of the following entities listed below is a New Transferring Affiliate and is hereby added as a “Transferring Affiliate” under the Transferring Affiliate Letter:

New Transferring Affiliates

Fresenius Kidney Care Pittsburgh, LLC

College Park Dialysis, LLC

Fresenius Medical Care Capital City, LLC

From and after the effective date of this Amendment, each New Transferring Affiliate shall have all of the rights and obligations of a Transferring Affiliate under the Transferring Affiliate Letter. Accordingly, on the effective date of this Amendment, each New Transferring Affiliate shall sell to the Seller, and the Seller shall forthwith purchase from such New Transferring Affiliate, all of the Receivables with respect to the New Transferring Affiliate and all Related Security with respect thereto. All Receivables with respect to such New Transferring Affiliate arising after the effective date of this Amendment and all Related Security with respect thereto shall be sold to the Seller pursuant to the terms of the Transferring Affiliate Letter in the same manner as if such New Transferring Affiliate had been an original party thereto.

1.2 Terminated Transferring Affiliates . Each of the Existing Transferring Affiliates listed below (each, a “ Terminated Transferring Affiliate ”) is hereby terminated as a “Transferring Affiliate” under the Transferring Affiliate Letter from and after the effective date of this Amendment:

Terminated Transferring Affiliates

Fresenius Medical Care Ventures Holding Company, Inc.

Bio-Medical Applications of Capitol Hill, Inc.

Bio-Medical Applications of Oakland, Inc.

Bio-Medical Applications of Ukiah, Inc.

Bio-Medical Applications of Woonsocket, Inc.

Everest Healthcare Texas Holding Corp.

Fresenius Medical Care Apheresis Services, LLC

Fresenius Medical Care Healthcare Recruitment, LLC

Fresenius Medical Care of Nebraska, LLC

Fresenius Medical Care PSO, LLC

Home Dialysis of America, Inc.

National Nephrology Associates Management Company of Texas, Inc.

NMC Services, Inc.

NNA of Nevada, Inc.

NNA Management Company of Kentucky, Inc.

NNA Management Company of Louisiana, Inc.

North Buckner Dialysis Center, Inc.

NRA-Bay City, Texas, LLC

QualiCenters, Inc.

RAI Care Centers of Tennessee, LLC

RCG Memphis, LLC

Renal Care Group Michigan, Inc.

Renal Care Group Ohio, Inc.

Renal Care Group Southwest Holdings, Inc.

Renex Corp.

Renex Dialysis Clinic of Philadelphia, Inc.

Wharton Dialysis, Inc.

From and after the effective date of this Amendment, each of the parties hereto agrees that each Terminated Transferring Affiliate shall have no further rights or obligations to transfer any of its Receivables hereunder and shall cease to be a “Transferring Affiliate” hereunder.

SECTION 2. Conditions Precedent . This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Seller of counterparts of this Amendment duly executed by the Seller and the Transferring Affiliates and (ii) the effectiveness of Amendment No. 2, dated as of the date hereof (the “ TAA Amendment ”), to the Seventh Amended and Restated Transfer and Administration Agreement.

SECTION 3. Covenants, Representations and Warranties of the Transferring Affiliates .

3.1 Upon the effectiveness of this Amendment, each New Transferring Affiliate (i) represents and warrants that (A) it is, directly or indirectly, a wholly-owned subsidiary of FMCH, (B) it is primarily engaged in the same business as is conducted on the date hereof by the Originating Entities and (C) each statement set forth in Section 6 of the Transferring Affiliate Letter is true and correct in respect of such New Transferring Affiliate, and (ii) hereby makes the Perfection Representations and all covenants as a Transferring Affiliate in the Transferring Affiliate Letter (as amended hereby).

3.2 Upon the effectiveness of this Amendment, each Existing Transferring Affiliate hereby reaffirms all covenants, representations and warranties made by it in the Transferring Affiliate Letter (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

3.3 Each Transferring Affiliate hereby represents and warrants that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with terms hereof.

3.4 Notwithstanding the termination of a Terminated Transferring Affiliate as a Transferring Affiliate under the Transferring Affiliate Letter, after the termination of such Terminated Transferring Affiliate on the date hereof, with respect to any covenant or undertaking required to be performed by the Seller under the Agreement which relates to any Collections, accounts or the assets or properties of such Terminated Transferring Affiliate, the Terminated Transferring Affiliate agrees to take all action, or if applicable to omit to take any action, the taking (or omission to take) of which enables the Seller to comply fully and on a timely basis with the terms and conditions of such covenant or undertaking.

3.5 Upon the effectiveness of this Amendment, the Seller hereby represents, warrants and affirms that, excluding the Terminated Transferring Affiliates, the list of entities on

the signature pages hereof under the headings “New Transferring Affiliates” and “Existing Transferring Affiliates” is, together, a complete and accurate list of all of the Transferring Affiliates that are a party to the Transferring Affiliate Letter.

SECTION 4. Reference to and Effect on the Transferring Affiliate Letter .

4.1 Upon the effectiveness of this Amendment, each reference in the Transferring Affiliate Letter to “Transferring Affiliate Letter,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Transferring Affiliate Letter as amended hereby, and each reference to the Transferring Affiliate Letter in any other document, instrument and agreement executed and/or delivered in connection with the Transferring Affiliate Letter shall mean and be a reference to the Transferring Affiliate Letter as amended hereby.

4.2 Except as specifically amended hereby, the Transferring Affiliate Letter and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Seller or any of its assignees under the Transferring Affiliate Letter or any other document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

SECTION 5. Governing Law . THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

SECTION 6. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

SECTION 7. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.

	New Transferring Affiliates:

		FRESENIUS KIDNEY CARE PITTSBURGH, LLC
		COLLEGE PARK DIALYSIS, LLC
		FRESENIUS MEDICAL CARE CAPITAL CITY, LLC

		(each a “New Transferring Affiliate”)

		By:
		Name:
		Title:

	Existing Transferring Affiliates:

	1.	APHERESIS CARE GROUP, INC.
	2.	BIO-MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.
	3.	BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.
	4.	BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.
	5.	BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.
	6.	BIO-MEDICAL APPLICATIONS OF AQUADILLA, INC.
	7.	BIO-MEDICAL APPLICATIONS OF ARECIBO, INC.
	8.	BIO-MEDICAL APPLICATIONS OF ARKANSAS, INC.
	9.	BIO-MEDICAL APPLICATIONS OF BAYAMON, INC.
	10.	BIO-MEDICAL APPLICATIONS OF BLUE SPRINGS, INC.
	11.	BIO-MEDICAL APPLICATIONS OF CAGUAS, INC.
	12.	BIO-MEDICAL APPLICATIONS OF CALIFORNIA, INC.
	13.	BIO-MEDICAL APPLICATIONS OF CAMARILLO, INC.
	14.	BIO-MEDICAL APPLICATIONS OF CAROLINA, INC.
	15.	BIO-MEDICAL APPLICATIONS OF CLINTON, INC.
	16.	BIO-MEDICAL APPLICATIONS OF COLUMBIA HEIGHTS, INC.
	17.	BIO-MEDICAL APPLICATIONS OF CONNECTICUT, INC.
	18.	BIO-MEDICAL APPLICATIONS OF DELAWARE, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	19.	BIO-MEDICAL APPLICATIONS OF DOVER, INC.
	20.	BIO-MEDICAL APPLICATIONS OF EUREKA, INC.
	21.	BIO-MEDICAL APPLICATIONS OF FAYETTEVILLE, INC.
	22.	BIO-MEDICAL APPLICATIONS OF FLORIDA, INC.
	23.	BIO-MEDICAL APPLICATIONS OF FREMONT, INC.
	24.	BIO-MEDICAL APPLICATIONS OF FRESNO, INC.
	25.	BIO-MEDICAL APPLICATIONS OF GEORGIA, INC.
	26.	BIO-MEDICAL APPLICATIONS OF GUAYAMA, INC.
	27.	BIO-MEDICAL APPLICATIONS OF HUMACAO, INC.
	28.	BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC.
	29.	BIO-MEDICAL APPLICATIONS OF INDIANA, INC.
	30.	BIO-MEDICAL APPLICATIONS OF KANSAS, INC.
	31.	BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC.
	32.	BIO-MEDICAL APPLICATIONS OF LOS GATOS, INC.
	33.	BIO-MEDICAL APPLICATIONS OF LOUISIANA, LLC
	34.	BIO-MEDICAL APPLICATIONS OF MAINE, INC.
	35.	BIO-MEDICAL APPLICATIONS OF MANCHESTER, INC.
	36.	BIO-MEDICAL APPLICATIONS OF MARYLAND, INC.
	37.	BIO-MEDICAL APPLICATIONS OF MASSACHUSETTS, INC.
	38.	BIO-MEDICAL APPLICATIONS OF MAYAGUEZ, INC.
	39.	BIO-MEDICAL APPLICATIONS OF MICHIGAN, INC.
	40.	BIO-MEDICAL APPLICATIONS OF MINNESOTA, INC.
	41.	BIO-MEDICAL APPLICATIONS OF MISSISSIPPI, INC.
	42.	BIO-MEDICAL APPLICATIONS OF MISSOURI, INC.
	43.	BIO-MEDICAL APPLICATIONS OF NEW HAMPSHIRE, INC.
	44.	BIO-MEDICAL APPLICATIONS OF NEW JERSEY, INC.
	45.	BIO-MEDICAL APPLICATIONS OF NEW MEXICO, INC.
	46.	BIO-MEDICAL APPLICATIONS OF NORTH CAROLINA, INC.
	47.	BIO-MEDICAL APPLICATIONS OF NORTHEAST D.C., INC.
	48.	BIO-MEDICAL APPLICATIONS OF OHIO, INC.
	49.	BIO-MEDICAL APPLICATIONS OF OKLAHOMA, INC.
	50.	BIO-MEDICAL APPLICATIONS OF PENNSYLVANIA, INC.
	51.	BIO-MEDICAL APPLICATIONS OF PONCE, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	52.	BIO-MEDICAL APPLICATIONS OF PUERTO RICO, INC.
	53.	BIO-MEDICAL APPLICATIONS OF RHODE ISLAND, INC.
	54.	BIO-MEDICAL APPLICATIONS OF RIO PIEDRAS, INC.
	55.	BIO-MEDICAL APPLICATIONS OF SAN GERMAN, INC.
	56.	BIO-MEDICAL APPLICATIONS OF SAN JUAN, INC.
	57.	BIO-MEDICAL APPLICATIONS OF SOUTH CAROLINA, INC.
	58.	BIO-MEDICAL APPLICATIONS OF SOUTHEAST WASHINGTON, INC.
	59.	BIO-MEDICAL APPLICATIONS OF TENNESSEE, INC.
	60.	BIO-MEDICAL APPLICATIONS OF TEXAS, INC.
	61.	BIO-MEDICAL APPLICATIONS OF THE DISTRICT OF COLUMBIA, INC.
	62.	BIO-MEDICAL APPLICATIONS OF VIRGINIA, INC.
	63.	BIO-MEDICAL APPLICATIONS OF WEST VIRGINIA, INC.
	64.	BIO-MEDICAL APPLICATIONS OF WISCONSIN, INC.
	65.	BIO-MEDICAL APPLICATIONS OF WYOMING, LLC
	66.	BREVARD COUNTY DIALYSIS, LLC
	67.	CLAYTON COUNTY DIALYSIS, LLC
	68.	CLERMONT DIALYSIS CENTER, LLC
	69.	COLUMBUS AREA RENAL ALLIANCE, LLC
	70.	CONEJO VALLEY DIALYSIS, INC.
	71.	DIALYSIS AMERICA GEORGIA, LLC
	72.	DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.
	73.	DIALYSIS CENTERS OF AMERICA - ILLINOIS, INC.
	74.	DIALYSIS MANAGEMENT CORPORATION
	75.	DIALYSIS SERVICES OF ATLANTA, INC.
	76.	DIALYSIS SERVICES OF CINCINNATI, INC.
	77.	DIALYSIS SPECIALISTS OF MARIETTA, LTD.
	78.	DIALYSIS SPECIALISTS OF TOPEKA, INC.
	79.	DOUGLAS COUNTY DIALYSIS, LLC
	80.	DU PAGE DIALYSIS LTD.
	81.	EVEREST HEALTHCARE HOLDINGS, INC.
	82.	EVEREST HEALTHCARE INDIANA, INC.
	83.	EVEREST HEALTHCARE OHIO, INC.
	84.	EVEREST HEALTHCARE RHODE ISLAND, INC.
	85.	EVEREST HEALTHCARE TEXAS, L.P.
	86.	FMS DELAWARE DIALYSIS, LLC
	87.	FMS PHILADELPHIA DIALYSIS, LLC

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	88.	FONDREN DIALYSIS CLINIC, INC.
	89.	FORT SCOTT REGIONAL DIALYSIS CENTER, INC.
	90.	FOUR STATE REGIONAL DIALYSIS CENTER, INC.
	91.	FRESENIUS MANAGEMENT SERVICES, INC.
	92.	FRESENIUS MEDICAL CARE — SOUTH TEXAS KIDNEY, LLC
	93.	FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO, LLC
	94.	FRESENIUS MEDICAL CARE DIALYSIS SERVICES-OREGON, LLC
	95.	FRESENIUS MEDICAL CARE HARSTON HALL, LLC
	96.	FRESENIUS MEDICAL CARE HOLDINGS, INC.
	97.	FRESENIUS MEDICAL CARE OF ILLINOIS, LLC
	98.	FRESENIUS MEDICAL CARE OF MONTANA, LLC
	99.	FRESENIUS MEDICAL CARE VENTURES, LLC
	100.	FRESENIUS MEDICAL CARE WEST BEXAR, LLC
	101.	FRESENIUS MEDICAL CARE-OSUIM KIDNEY CENTERS, LLC
	102.	FRESENIUS USA MANUFACTURING, INC.
	103.	FRESENIUS USA MARKETING, INC.
	104.	FRESENIUS USA, INC.
	105.	GULF REGION MOBILE DIALYSIS, INC.
	106.	HAEMO-STAT, INC.
	107.	HAUPPAUGE DIALYSIS CENTER, LLC
	108.	HENRY DIALYSIS CENTER, LLC
	109.	HOLTON DIALYSIS CLINIC, LLC
	110.	HOME DIALYSIS OF MUHLENBERG COUNTY, INC.
	111.	HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.
	112.	INLAND NORTHWEST RENAL CARE GROUP, LLC
	113.	JEFFERSON COUNTY DIALYSIS, INC.
	114.	KDCO, INC.
	115.	KENTUCKY RENAL CARE GROUP, LLC
	116.	LITTLE ROCK DIALYSIS, INC.
	117.	MAUMEE DIALYSIS SERVICES, LLC
	118.	METRO DIALYSIS CENTER - NORMANDY, INC.
	119.	METRO DIALYSIS CENTER - NORTH, INC.
	120.	NATIONAL MEDICAL CARE, INC.
	121.	NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.
	122.	NEW YORK DIALYSIS SERVICES, INC.
	123.	NNA OF ALABAMA, INC.
	124.	NNA OF EAST ORANGE, L.L.C.
	125.	NNA OF GEORGIA, INC.
	126.	NNA OF HARRISON, L.L.C.
	127.	NNA OF LOUISIANA, LLC
	128.	NNA OF OKLAHOMA, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	129.	NNA OF OKLAHOMA, L.L.C.
	130.	NNA OF RHODE ISLAND, INC.
	131.	NNA OF TOLEDO, INC.
	132.	NNA-SAINT BARNABAS-LIVINGSTON, L.L.C.
	133.	NNA-SAINT BARNABAS, L.L.C.
	134.	NORTHEAST ALABAMA KIDNEY CLINIC, INC.
	135.	NORTHERN NEW JERSEY DIALYSIS, L.L.C.
	136.	NRA-ADA, OKLAHOMA, LLC
	137.	NRA-AUGUSTA, GEORGIA, LLC
	138.	NRA-BAMBERG, SOUTH CAROLINA, LLC
	139.	NRA-CROSSVILLE, TENNESSEE, LLC
	140.	NRA-FARMINGTON, MISSOURI, LLC
	141.	NRA-GEORGETOWN, KENTUCKY, LLC
	142.	NRA-HOGANSVILLE, GEORGIA, LLC
	143.	NRA-HOLLY HILL, SOUTH CAROLINA, LLC
	144.	NRA-HOLLYWOOD, SOUTH CAROLINA, LLC
	145.	NRA-INPATIENT DIALYSIS, LLC
	146.	NRA-LAGRANGE, GEORGIA, LLC
	147.	NRA-MT. PLEASANT, SOUTH CAROLINA, LLC
	148.	NRA-NEW CASTLE, INDIANA, LLC
	149.	NRA-NEWNAN ACQUISITION, LLC
	150.	NRA-NORTH AUGUSTA, SOUTH CAROLINA, LLC
	151.	NRA-ORANGEBURG, SOUTH CAROLINA, LLC
	152.	NRA-PALMETTO, GEORGIA, LLC
	153.	NRA-PRINCETON, KENTUCKY, LLC
	154.	NRA-ROANOKE, ALABAMA, LLC
	155.	NRA-SOUTH CITY, MISSOURI, LLC
	156.	NRA-ST. LOUIS (HOME THERAPY CENTER), MISSOURI, LLC
	157.	NRA-ST. LOUIS, MISSOURI, LLC
	158.	NRA-TALLADEGA, ALABAMA, LLC
	159.	NRA-VALDOSTA (NORTH), GEORGIA, LLC
	160.	NRA-VALDOSTA, GEORGIA, LLC
	161.	NRA-VARNVILLE, SOUTH CAROLINA, LLC
	162.	NRA-WASHINGTON COUNTY, MISSOURI, LLC
	163.	NRA-WINCHESTER, INDIANA, LLC
	164.	PHYSICIANS DIALYSIS COMPANY, INC.
	165.	QUALICENTERS ALBANY, LTD.
	166.	QUALICENTERS BEND LLC
	167.	QUALICENTERS COOS BAY, LTD.
	168.	QUALICENTERS EUGENE-SPRINGFIELD, LTD.
	169.	QUALICENTERS INLAND NORTHWEST L.L.C.
	170.	QUALICENTERS PUEBLO LLC
	171.	QUALICENTERS SALEM LLC
	172.	QUALICENTERS SIOUX CITY, LLC
	173.	RAI CARE CENTERS OF ALABAMA, LLC

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	174.	RAI CARE CENTERS OF FLORIDA I, LLC
	175.	RAI CARE CENTERS OF FLORIDA II, LLC
	176.	RAI CARE CENTERS OF GEORGIA I, LLC
	177.	RAI CARE CENTERS OF ILLINOIS I, LLC
	178.	RAI CARE CENTERS OF ILLINOIS II, LLC
	179.	RAI CARE CENTERS OF MARYLAND I, LLC
	180.	RAI CARE CENTERS OF MICHIGAN I, LLC
	181.	RAI CARE CENTERS OF MICHIGAN II, LLC
	182.	RAI CARE CENTERS OF NEBRASKA II, LLC
	183.	RAI CARE CENTERS OF NORTH CAROLINA II, LLC
	184.	RAI CARE CENTERS OF NORTHERN CALIFORNIA I, LLC
	185.	RAI CARE CENTERS OF NORTHERN CALIFORNIA II, LLC
	186.	RAI CARE CENTERS OF OAKLAND II, LLC
	187.	RAI CARE CENTERS OF SOUTH CAROLINA I, LLC
	188.	RAI CARE CENTERS OF SOUTHERN CALIFORNIA I, LLC
	189.	RAI CARE CENTERS OF SOUTHERN CALIFORNIA II, LLC
	190.	RAI CARE CENTERS OF VIRGINIA I, LLC
	191.	RCG BLOOMINGTON, LLC
	192.	RCG EAST TEXAS, LLP
	193.	RCG INDIANA, L.L.C.
	194.	RCG IRVING, LLP
	195.	RCG MARTIN, LLC
	196.	RCG MEMPHIS EAST, LLC
	197.	RCG MISSISSIPPI, INC.
	198.	RCG PENSACOLA, LLC
	199.	RCG ROBSTOWN, LLP
	200.	RCG UNIVERSITY DIVISION, INC.
	201.	RENAL CARE GROUP, INC.
	202.	RENAL CARE GROUP ALASKA, INC.
	203.	RENAL CARE GROUP EAST, INC.
	204.	RENAL CARE GROUP MAPLEWOOD, LLC
	205.	RENAL CARE GROUP NORTHWEST, INC.
	206.	RENAL CARE GROUP OF THE MIDWEST, INC.
	207.	RENAL CARE GROUP OF THE OZARKS, LLC
	208.	RENAL CARE GROUP OF THE ROCKIES, LLC
	209.	RENAL CARE GROUP OF THE SOUTH, INC.
	210.	RENAL CARE GROUP OF THE SOUTHEAST, INC.
	211.	RENAL CARE GROUP SOUTH NEW MEXICO, LLC
	212.	RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC
	213.	RENAL CARE GROUP SOUTHWEST, L.P.
	214.	RENAL CARE GROUP TERRE HAUTE, LLC

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	215.	RENAL CARE GROUP TEXAS, INC.
	216.	RENAL CARE GROUP TOLEDO, LLC
	217.	RENAL CARE GROUP-HARLINGEN, L.P.
	218.	RENALPARTNERS, INC.
	219.	RENEX DIALYSIS CLINIC OF BLOOMFIELD, INC.
	220.	RENEX DIALYSIS CLINIC OF BRIDGETON, INC.
	221.	RENEX DIALYSIS CLINIC OF CREVE COEUR, INC.
	222.	RENEX DIALYSIS CLINIC OF MAPLEWOOD, INC.
	223.	RENEX DIALYSIS CLINIC OF ORANGE, INC.
	224.	RENEX DIALYSIS CLINIC OF PITTSBURGH, INC.
	225.	RENEX DIALYSIS CLINIC OF SOUTH GEORGIA, INC.
	226.	RENEX DIALYSIS CLINIC OF ST. LOUIS, INC.
	227.	RENEX DIALYSIS CLINIC OF TAMPA, INC.
	228.	RENEX DIALYSIS CLINIC OF UNIVERSITY CITY, INC.
	229.	RENEX DIALYSIS CLINIC OF WOODBURY, INC.
	230.	RENEX DIALYSIS FACILITIES, INC.
	231.	SAINT LOUIS RENAL CARE, LLC
	232.	SAN DIEGO DIALYSIS SERVICES, INC.
	233.	SANTA BARBARA COMMUNITY DIALYSIS CENTER, INC.
	234.	SMYRNA DIALYSIS CENTER, LLC
	235.	SSKG, INC.
	236.	ST. LOUIS REGIONAL DIALYSIS CENTER, INC.
	237.	STAT DIALYSIS CORPORATION
	238.	STONE MOUNTAIN DIALYSIS CENTER, LLC
	239.	STUTTGART DIALYSIS, LLC
	240.	TAPPAHANNOCK DIALYSIS CENTER, INC.
	241.	TERRELL DIALYSIS CENTER, L.L.C.
	242.	WARRENTON DIALYSIS FACILITY, INC.
	243.	WEST END DIALYSIS CENTER, INC.
	244.	WSKC DIALYSIS SERVICES, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

		(each an “Existing Transferring Affiliate”)

	By:
	Name:
	Title:

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

		FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.
		BIO-MEDICAL APPLICATIONS OF CAPITOL HILL, INC.
		BIO-MEDICAL APPLICATIONS OF OAKLAND, INC.
		BIO-MEDICAL APPLICATIONS OF UKIAH, INC.
		BIO-MEDICAL APPLICATIONS OF WOONSOCKET, INC.
		EVEREST HEALTHCARE TEXAS HOLDING CORP.
		FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC
		FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC
		FRESENIUS MEDICAL CARE OF NEBRASKA, LLC
		FRESENIUS MEDICAL CARE PSO, LLC
		HOME DIALYSIS OF AMERICA, INC.
		NATIONAL NEPHROLOGY ASSOCIATES
		MANAGEMENT COMPANY OF TEXAS,
		NMC SERVICES, INC.
		NNA OF NEVADA, INC.
		NNA MANAGEMENT COMPANY OF KENTUCKY, INC.
		NNA MANAGEMENT COMPANY OF LOUISIANA, INC.
		NORTH BUCKNER DIALYSIS CENTER, INC.
		NRA-BAY CITY, TEXAS, LLC
		QUALICENTERS, INC.
		RAI CARE CENTERS OF TENNESSEE, LLC
		RCG MEMPHIS, LLC
		RENAL CARE GROUP MICHIGAN, INC.
		RENAL CARE GROUP OHIO, INC.
		RENAL CARE GROUP SOUTHWEST HOLDINGS, INC.
		RENEX CORP.
		RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.
		WHARTON DIALYSIS, INC.

			(each, an “Existing Transferring Affiliate” and a “Terminated Transferring Affiliate”)

	By:
	Name:
	Title:

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	NATIONAL MEDICAL CARE, INC.


	By:
	Name:
	Title:

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

Exhibit 5

to Amendment

EXHIBIT J

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LIST OF TRANSFERRING AFFILIATES, CHIEF EXECUTIVE

OFFICES OF TRANSFERRING AFFILIATES AND TRADENAMES

SECTIONS 2.7(b), 3.1(i) and 3.1(k)(iv)

1	Apheresis Care Group, Inc.
2	Bio-Medical Applications Management Company, Inc.
3	Bio-Medical Applications of Alabama, Inc.
4	Bio-Medical Applications of Amarillo, Inc.
5	Bio-Medical Applications of Anacostia, Inc.
6	Bio-Medical Applications of Aquadilla, Inc.
7	Bio-Medical Applications of Arecibo, Inc.
8	Bio-Medical Applications of Arkansas, Inc.
9	Bio-Medical Applications of Bayamon, Inc.
10	Bio-Medical Applications of Blue Springs, Inc.
11	Bio-Medical Applications of Caguas, Inc.
12	Bio-Medical Applications of California, Inc.
13	Bio-Medical Applications of Camarillo, Inc.
14	Bio-Medical Applications of Carolina, Inc.
15	Bio-Medical Applications of Clinton, Inc.
16	Bio-Medical Applications of Columbia Heights, Inc.
17	Bio-Medical Applications of Connecticut, Inc.
18	Bio-Medical Applications of Delaware, Inc.
19	Bio-Medical Applications of Dover, Inc.
20	Bio-Medical Applications of Eureka, Inc.
21	Bio-Medical Applications of Fayetteville, Inc.
22	Bio-Medical Applications of Florida, Inc.
23	Bio-Medical Applications of Fremont, Inc.
24	Bio-Medical Applications of Fresno, Inc.
25	Bio-Medical Applications of Georgia, Inc.
26	Bio-Medical Applications of Guayama, Inc.
27	Bio-Medical Applications of Humacao, Inc.
28	Bio-Medical Applications of Illinois, Inc.
29	Bio-Medical Applications of Indiana, Inc.

J- 1

30	Bio-Medical Applications of Kansas, Inc.
31	Bio-Medical Applications of Kentucky, Inc.
32	Bio-Medical Applications of Los Gatos, Inc.
33	Bio-Medical Applications of Louisiana, LLC
34	Bio-Medical Applications of Maine, Inc.
35	Bio-Medical Applications of Manchester, Inc.
36	Bio-Medical Applications of Maryland, Inc.
37	Bio-Medical Applications of Massachusetts, Inc.
38	Bio-Medical Applications of Mayaguez, Inc.
39	Bio-Medical Applications of Michigan, Inc.
40	Bio-Medical Applications of Minnesota, Inc.
41	Bio-Medical Applications of Mississippi, Inc.
42	Bio-Medical Applications of Missouri, Inc.
43	Bio-Medical Applications of New Hampshire, Inc.
44	Bio-Medical Applications of New Jersey, Inc.
45	Bio-Medical Applications of New Mexico, Inc.
46	Bio-Medical Applications of North Carolina, Inc.
47	Bio-Medical Applications of Northeast D.C., Inc.
48	Bio-Medical Applications of Ohio, Inc.
49	Bio-Medical Applications of Oklahoma, Inc.
50	Bio-Medical Applications of Pennsylvania, Inc.
51	Bio-Medical Applications of Ponce, Inc.
52	Bio-Medical Applications of Puerto Rico, Inc.
53	Bio-Medical Applications of Rhode Island, Inc.
54	Bio-Medical Applications of Rio Piedras, Inc.
55	Bio-Medical Applications of San German, Inc.
56	Bio-Medical Applications of San Juan, Inc.
57	Bio-Medical Applications of South Carolina, Inc.
58	Bio-Medical Applications of Southeast Washington, Inc.
59	Bio-Medical Applications of Tennessee, Inc.
60	Bio-Medical Applications of Texas, Inc.
61	Bio-Medical Applications of the District of Columbia, Inc.
62	Bio-Medical Applications of Virginia, Inc.
63	Bio-Medical Applications of West Virginia, Inc.
64	Bio-Medical Applications of Wisconsin, Inc.
65	Bio-Medical Applications of Wyoming, LLC
66	Brevard County Dialysis, LLC
67	Clayton County Dialysis, LLC
68	Clermont Dialysis Center, LLC
69	College Park Dialysis, LLC

J- 2

70	Columbus Area Renal Alliance, LLC
71	Conejo Valley Dialysis, Inc.
72	Dialysis America Georgia, LLC
73	Dialysis Associates of Northern New Jersey, L.L.C.
74	Dialysis Centers of America - Illinois, Inc.
75	Dialysis Management Corporation
76	Dialysis Services of Atlanta, Inc.
77	Dialysis Services of Cincinnati, Inc.
78	Dialysis Specialists of Marietta, Ltd.
79	Dialysis Specialists of Topeka, Inc.
80	Douglas County Dialysis, LLC
81	Du Page Dialysis, Ltd.
82	Everest Healthcare Holdings, Inc.
83	Everest Healthcare Indiana, Inc.
84	Everest Healthcare Ohio, Inc.
85	Everest Healthcare Rhode Island, Inc.
86	Everest Healthcare Texas, L.P.
87	FMS Delaware Dialysis, LLC
88	FMS Philadelphia Dialysis, LLC
89	Fondren Dialysis Clinic, Inc.
90	Fort Scott Regional Dialysis Center, Inc.
91	Four State Regional Dialysis Center, Inc.
92	Fresenius Kidney Care Pittsburgh, LLC
93	Fresenius Management Services, Inc.
94	Fresenius Medical Care - South Texas Kidney, LLC
95	Fresenius Medical Care Capital City, LLC
96	Fresenius Medical Care Dialysis Services - Oregon, LLC
97	Fresenius Medical Care Dialysis Services Colorado LLC
98	Fresenius Medical Care Harston Hall, LLC
99	Fresenius Medical Care Holdings, Inc.
100	Fresenius Medical Care of Illinois, LLC
101	Fresenius Medical Care of Montana, LLC
102	Fresenius Medical Care Ventures, LLC
103	Fresenius Medical Care West Bexar, LLC
104	Fresenius Medical Care-OSUIM Kidney Centers, LLC
105	Fresenius USA Manufacturing, Inc.
106	Fresenius USA Marketing, Inc.
107	Fresenius USA, Inc.
108	Gulf Region Mobile Dialysis, Inc.
109	Haemo-Stat, Inc.

J- 3

110	Hauppauge Dialysis Center, LLC
111	Henry Dialysis Center, LLC
112	Holton Dialysis Clinic, LLC
113	Home Dialysis of Muhlenberg County, Inc.
114	Homestead Artificial Kidney Center, Inc.
115	Inland Northwest Renal Care Group, LLC
116	Jefferson County Dialysis, Inc.
117	KDCO, Inc.
118	Kentucky Renal Care Group, LLC
119	Little Rock Dialysis, Inc.
120	Maumee Dialysis Services, LLC
121	Metro Dialysis Center - Normandy, Inc.
122	Metro Dialysis Center - North, Inc.
123	National Medical Care, Inc.
124	National Nephrology Associates of Texas, L.P.
125	New York Dialysis Services, Inc.
126	NNA of Alabama, Inc.
127	NNA of East Orange, L.L.C.
128	NNA of Georgia, Inc.
129	NNA of Harrison, L.L.C.
130	NNA of Louisiana, LLC
131	NNA of Oklahoma, Inc.
132	NNA of Oklahoma, L.L.C.
133	NNA of Rhode Island, Inc.
134	NNA of Toledo, Inc.
135	NNA-Saint Barnabas, L.L.C.
136	NNA-Saint Barnabas-Livingston, L.L.C.
138	Northeast Alabama Kidney Clinic, Inc.
138	Northern New Jersey Dialysis, L.L.C.
139	NRA-Ada, Oklahoma, LLC
140	NRA-Augusta, Georgia, LLC
141	NRA-Bamberg, South Carolina, LLC
142	NRA-Crossville, Tennessee, LLC
143	NRA-Farmington, Missouri, LLC
144	NRA-Georgetown, Kentucky, LLC
145	NRA-Hogansville, Georgia, LLC
146	NRA-Holly Hill, South Carolina, LLC
147	NRA-Hollywood, South Carolina, LLC
148	NRA-Inpatient Dialysis, LLC
149	NRA-LaGrange, Georgia, LLC
150	NRA-Mt. Pleasant, South Carolina, LLC

J- 4

151	NRA-New Castle, Indiana, LLC
152	NRA-Newnan Acquisition, LLC
153	NRA-North Augusta, South Carolina, LLC
154	NRA-Orangeburg, South Carolina, LLC
155	NRA-Palmetto, Georgia, LLC
156	NRA-Princeton, Kentucky, LLC
157	NRA-Roanoke, Alabama, LLC
158	NRA-South City, Missouri, LLC
159	NRA-St. Louis (Home Therapy Center), Missouri, LLC
160	NRA-St. Louis, Missouri, LLC
161	NRA-Talladega, Alabama, LLC
162	NRA-Valdosta (North), Georgia, LLC
163	NRA-Valdosta, Georgia, LLC
165	NRA-Varnville, South Carolina, LLC
165	NRA-Washington County, Missouri, LLC
166	NRA-Winchester, Indiana, LLC
167	Physicians Dialysis Company, Inc.
168	QualiCenters Albany, Ltd.
169	QualiCenters Bend, LLC
170	QualiCenters Coos Bay, Ltd.
171	QualiCenters Eugene-Springfield Ltd.
172	QualiCenters Inland Northwest LLC
173	QualiCenters Pueblo LLC
174	QualiCenters Salem, LLC
175	QualiCenters Sioux City LLC
176	RAI Care Centers of Alabama, LLC
177	RAI Care Centers of Florida I, LLC
178	RAI Care Centers of Florida II, LLC
179	RAI Care Centers of Georgia I, LLC
180	RAI Care Centers of Illinois I, LLC
181	RAI Care Centers of Illinois II, LLC
182	RAI Care Centers of Maryland I, LLC
183	RAI Care Centers of Michigan I, LLC
184	RAI Care Centers of Michigan II, LLC
185	RAI Care Centers of Nebraska II, LLC
186	RAI Care Centers of North Carolina II, LLC
187	RAI Care Centers of Northern California I, LLC
188	RAI Care Centers of Northern California II, LLC
189	RAI Care Centers of Oakland II, LLC
190	RAI Care Centers of South Carolina I, LLC
191	RAI Care Centers of Southern California I, LLC

J- 5

192	RAI Care Centers of Southern California II, LLC
193	RAI Care Centers of Virginia I, LLC
194	RCG Bloomington, LLC
195	RCG East Texas, LLP
196	RCG Indiana, L.L.C.
197	RCG Irving, LLP
198	RCG Martin, LLC
199	RCG Memphis East, LLC
200	RCG Mississippi, Inc.
201	RCG Pensacola, LLC
202	RCG Robstown, LLP
203	RCG University Division, Inc.
205	Renal Care Group, Inc.
205	Renal Care Group Alaska, Inc.
206	Renal Care Group East, Inc.
207	Renal Care Group Maplewood, LLC
208	Renal Care Group Northwest, Inc.
209	Renal Care Group of the Midwest, Inc.
210	Renal Care Group of the Ozarks, LLC
211	Renal Care Group of the Rockies, LLC
212	Renal Care Group of the South, Inc.
213	Renal Care Group of the Southeast, Inc.
214	Renal Care Group South New Mexico, LLC
215	Renal Care Group Southwest Michigan, LLC
216	Renal Care Group Southwest, L.P.
217	Renal Care Group Terre Haute, LLC
218	Renal Care Group Texas, Inc.
219	Renal Care Group Toledo, LLC
220	Renal Care Group-Harlingen, L.P.
222	RenalPartners, Inc.
222	Renex Dialysis Clinic of Bloomfield, Inc.
223	Renex Dialysis Clinic of Bridgeton, Inc.
224	Renex Dialysis Clinic of Creve Coeur, Inc.
225	Renex Dialysis Clinic of Maplewood, Inc.
226	Renex Dialysis Clinic of Orange, Inc.
227	Renex Dialysis Clinic of Pittsburgh, Inc.
228	Renex Dialysis Clinic of South Georgia, Inc.
229	Renex Dialysis Clinic of St. Louis, Inc.
230	Renex Dialysis Clinic of Tampa, Inc.
231	Renex Dialysis Clinic of University City, Inc.
232	Renex Dialysis Clinic of Woodbury, Inc.

J- 6

233	Renex Dialysis Facilities, Inc.
234	Saint Louis Renal Care, LLC
235	San Diego Dialysis Services, Inc.
236	Santa Barbara Community Dialysis Center, Inc.
237	Smyrna Dialysis Center, LLC
238	SSKG, Inc.
239	St. Louis Regional Dialysis Center, Inc.
240	STAT Dialysis Corporation
241	Stone Mountain Dialysis Center, LLC
242	Stuttgart Dialysis, LLC
243	Tappahannock Dialysis Center, Inc.
244	Terrell Dialysis Center, L.L.C.
245	Warrenton Dialysis Facility, Inc.
246	West End Dialysis Center, Inc.
247	WSKC Dialysis Services, Inc.

3.1(i) Place of Business: For each Transferring Affiliate, the principal place of business, chief executive office, and the offices where each Transferring Affiliate keeps substantially all its Records is 920 Winter Street, Waltham, MA 02451 and such other locations listed in Exhibit G.

3.1(k)(iv)	Tradenames:	Renal Care Group	Fresenius Renal Technologies
		National Nephrology Associates	Fresenius Renal Therapies
		TruBlu Logistics (FUSA Mfg)	Fresenius Kidney Care
		Fresenius Renal Pharmaceuticals	Fresenius USA

	Merger:	On September 25, 2018, American Access Care of Bucks County, LLC, American Access Care of Pittsburgh, LLC, Gynesis Healthcare of Pennsylvania, Inc. and PD Solutions of Pennsylvania, merged into Physicians Dialysis Company, Inc.



		On September 25, 2018, Mercy Dialysis Center, Inc. merged into Bio-Medical Applications of Wisconsin, Inc.

J- 7

EXHIBIT C

Form of Amendment No. 7 to the Transferring Affiliate Letter

[Attached]

EXECUTION VERSION

AMENDMENT NO. 7

Dated as of December 20, 2018

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

PRELIMINARY STATEMENT

SECTION 1. Amendments .

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Transferring Affiliate Letter is hereby amended as follows:

New Transferring Affiliates

Fresenius Kidney Care Pittsburgh, LLC

College Park Dialysis, LLC

Fresenius Medical Care Capital City, LLC

Terminated Transferring Affiliates

Fresenius Medical Care Ventures Holding Company, Inc.

Bio-Medical Applications of Capitol Hill, Inc.

Bio-Medical Applications of Oakland, Inc.

Bio-Medical Applications of Ukiah, Inc.

Bio-Medical Applications of Woonsocket, Inc.

Everest Healthcare Texas Holding Corp.

Fresenius Medical Care Apheresis Services, LLC

Fresenius Medical Care Healthcare Recruitment, LLC

Fresenius Medical Care of Nebraska, LLC

Fresenius Medical Care PSO, LLC

Home Dialysis of America, Inc.

National Nephrology Associates Management Company of Texas, Inc.

NMC Services, Inc.

NNA of Nevada, Inc.

NNA Management Company of Kentucky, Inc.

NNA Management Company of Louisiana, Inc.

North Buckner Dialysis Center, Inc.

NRA-Bay City, Texas, LLC

QualiCenters, Inc.

RAI Care Centers of Tennessee, LLC

RCG Memphis, LLC

Renal Care Group Michigan, Inc.

Renal Care Group Ohio, Inc.

Renal Care Group Southwest Holdings, Inc.

Renex Corp.

Renex Dialysis Clinic of Philadelphia, Inc.

Wharton Dialysis, Inc.

SECTION 3. Covenants, Representations and Warranties of the Transferring Affiliates .

3.5 Upon the effectiveness of this Amendment, the Seller hereby represents, warrants and affirms that, excluding the Terminated Transferring Affiliates, the list of entities on

SECTION 4. Reference to and Effect on the Transferring Affiliate Letter .

SECTION 5. Governing Law . THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

SECTION 6. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

SECTION 7. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.

	New Transferring Affiliates:

		FRESENIUS KIDNEY CARE PITTSBURGH, LLC
		COLLEGE PARK DIALYSIS, LLC
		FRESENIUS MEDICAL CARE CAPITAL CITY, LLC

		(each a “New Transferring Affiliate”)

		By:
		Name:
		Title:

	Existing Transferring Affiliates:

	1.	APHERESIS CARE GROUP, INC.
	2.	BIO-MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.
	3.	BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.
	4.	BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.
	5.	BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.
	6.	BIO-MEDICAL APPLICATIONS OF AQUADILLA, INC.
	7.	BIO-MEDICAL APPLICATIONS OF ARECIBO, INC.
	8.	BIO-MEDICAL APPLICATIONS OF ARKANSAS, INC.
	9.	BIO-MEDICAL APPLICATIONS OF BAYAMON, INC.
	10.	BIO-MEDICAL APPLICATIONS OF BLUE SPRINGS, INC.
	11.	BIO-MEDICAL APPLICATIONS OF CAGUAS, INC.
	12.	BIO-MEDICAL APPLICATIONS OF CALIFORNIA, INC.
	13.	BIO-MEDICAL APPLICATIONS OF CAMARILLO, INC.
	14.	BIO-MEDICAL APPLICATIONS OF CAROLINA, INC.
	15.	BIO-MEDICAL APPLICATIONS OF CLINTON, INC.
	16.	BIO-MEDICAL APPLICATIONS OF COLUMBIA HEIGHTS, INC.
	17.	BIO-MEDICAL APPLICATIONS OF CONNECTICUT, INC.
	18.	BIO-MEDICAL APPLICATIONS OF DELAWARE, INC.

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Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	19.	BIO-MEDICAL APPLICATIONS OF DOVER, INC.
	20.	BIO-MEDICAL APPLICATIONS OF EUREKA, INC.
	21.	BIO-MEDICAL APPLICATIONS OF FAYETTEVILLE, INC.
	22.	BIO-MEDICAL APPLICATIONS OF FLORIDA, INC.
	23.	BIO-MEDICAL APPLICATIONS OF FREMONT, INC.
	24.	BIO-MEDICAL APPLICATIONS OF FRESNO, INC.
	25.	BIO-MEDICAL APPLICATIONS OF GEORGIA, INC.
	26.	BIO-MEDICAL APPLICATIONS OF GUAYAMA, INC.
	27.	BIO-MEDICAL APPLICATIONS OF HUMACAO, INC.
	28.	BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC.
	29.	BIO-MEDICAL APPLICATIONS OF INDIANA, INC.
	30.	BIO-MEDICAL APPLICATIONS OF KANSAS, INC.
	31.	BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC.
	32.	BIO-MEDICAL APPLICATIONS OF LOS GATOS, INC.
	33.	BIO-MEDICAL APPLICATIONS OF LOUISIANA, LLC
	34.	BIO-MEDICAL APPLICATIONS OF MAINE, INC.
	35.	BIO-MEDICAL APPLICATIONS OF MANCHESTER, INC.
	36.	BIO-MEDICAL APPLICATIONS OF MARYLAND, INC.
	37.	BIO-MEDICAL APPLICATIONS OF MASSACHUSETTS, INC.
	38.	BIO-MEDICAL APPLICATIONS OF MAYAGUEZ, INC.
	39.	BIO-MEDICAL APPLICATIONS OF MICHIGAN, INC.
	40.	BIO-MEDICAL APPLICATIONS OF MINNESOTA, INC.
	41.	BIO-MEDICAL APPLICATIONS OF MISSISSIPPI, INC.
	42.	BIO-MEDICAL APPLICATIONS OF MISSOURI, INC.
	43.	BIO-MEDICAL APPLICATIONS OF NEW HAMPSHIRE, INC.
	44.	BIO-MEDICAL APPLICATIONS OF NEW JERSEY, INC.
	45.	BIO-MEDICAL APPLICATIONS OF NEW MEXICO, INC.
	46.	BIO-MEDICAL APPLICATIONS OF NORTH CAROLINA, INC.
	47.	BIO-MEDICAL APPLICATIONS OF NORTHEAST D.C., INC.
	48.	BIO-MEDICAL APPLICATIONS OF OHIO, INC.
	49.	BIO-MEDICAL APPLICATIONS OF OKLAHOMA, INC.
	50.	BIO-MEDICAL APPLICATIONS OF PENNSYLVANIA, INC.
	51.	BIO-MEDICAL APPLICATIONS OF PONCE, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	52.	BIO-MEDICAL APPLICATIONS OF PUERTO RICO, INC.
	53.	BIO-MEDICAL APPLICATIONS OF RHODE ISLAND, INC.
	54.	BIO-MEDICAL APPLICATIONS OF RIO PIEDRAS, INC.
	55.	BIO-MEDICAL APPLICATIONS OF SAN GERMAN, INC.
	56.	BIO-MEDICAL APPLICATIONS OF SAN JUAN, INC.
	57.	BIO-MEDICAL APPLICATIONS OF SOUTH CAROLINA, INC.
	58.	BIO-MEDICAL APPLICATIONS OF SOUTHEAST WASHINGTON, INC.
	59.	BIO-MEDICAL APPLICATIONS OF TENNESSEE, INC.
	60.	BIO-MEDICAL APPLICATIONS OF TEXAS, INC.
	61.	BIO-MEDICAL APPLICATIONS OF THE DISTRICT OF COLUMBIA, INC.
	62.	BIO-MEDICAL APPLICATIONS OF VIRGINIA, INC.
	63.	BIO-MEDICAL APPLICATIONS OF WEST VIRGINIA, INC.
	64.	BIO-MEDICAL APPLICATIONS OF WISCONSIN, INC.
	65.	BIO-MEDICAL APPLICATIONS OF WYOMING, LLC
	66.	BREVARD COUNTY DIALYSIS, LLC
	67.	CLAYTON COUNTY DIALYSIS, LLC
	68.	CLERMONT DIALYSIS CENTER, LLC
	69.	COLUMBUS AREA RENAL ALLIANCE, LLC
	70.	CONEJO VALLEY DIALYSIS, INC.
	71.	DIALYSIS AMERICA GEORGIA, LLC
	72.	DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.
	73.	DIALYSIS CENTERS OF AMERICA - ILLINOIS, INC.
	74.	DIALYSIS MANAGEMENT CORPORATION
	75.	DIALYSIS SERVICES OF ATLANTA, INC.
	76.	DIALYSIS SERVICES OF CINCINNATI, INC.
	77.	DIALYSIS SPECIALISTS OF MARIETTA, LTD.
	78.	DIALYSIS SPECIALISTS OF TOPEKA, INC.
	79.	DOUGLAS COUNTY DIALYSIS, LLC
	80.	DU PAGE DIALYSIS LTD.
	81.	EVEREST HEALTHCARE HOLDINGS, INC.
	82.	EVEREST HEALTHCARE INDIANA, INC.
	83.	EVEREST HEALTHCARE OHIO, INC.
	84.	EVEREST HEALTHCARE RHODE ISLAND, INC.
	85.	EVEREST HEALTHCARE TEXAS, L.P.
	86.	FMS DELAWARE DIALYSIS, LLC
	87.	FMS PHILADELPHIA DIALYSIS, LLC

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	88.	FONDREN DIALYSIS CLINIC, INC.
	89.	FORT SCOTT REGIONAL DIALYSIS CENTER, INC.
	90.	FOUR STATE REGIONAL DIALYSIS CENTER, INC.
	91.	FRESENIUS MANAGEMENT SERVICES, INC.
	92.	FRESENIUS MEDICAL CARE — SOUTH TEXAS KIDNEY, LLC
	93.	FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO, LLC
	94.	FRESENIUS MEDICAL CARE DIALYSIS SERVICES-OREGON, LLC
	95.	FRESENIUS MEDICAL CARE HARSTON HALL, LLC
	96.	FRESENIUS MEDICAL CARE HOLDINGS, INC.
	97.	FRESENIUS MEDICAL CARE OF ILLINOIS, LLC
	98.	FRESENIUS MEDICAL CARE OF MONTANA, LLC
	99.	FRESENIUS MEDICAL CARE VENTURES, LLC
	100.	FRESENIUS MEDICAL CARE WEST BEXAR, LLC
	101.	FRESENIUS MEDICAL CARE-OSUIM KIDNEY CENTERS, LLC
	102.	FRESENIUS USA MANUFACTURING, INC.
	103.	FRESENIUS USA MARKETING, INC.
	104.	FRESENIUS USA, INC.
	105.	GULF REGION MOBILE DIALYSIS, INC.
	106.	HAEMO-STAT, INC.
	107.	HAUPPAUGE DIALYSIS CENTER, LLC
	108.	HENRY DIALYSIS CENTER, LLC
	109.	HOLTON DIALYSIS CLINIC, LLC
	110.	HOME DIALYSIS OF MUHLENBERG COUNTY, INC.
	111.	HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.
	112.	INLAND NORTHWEST RENAL CARE GROUP, LLC
	113.	JEFFERSON COUNTY DIALYSIS, INC.
	114.	KDCO, INC.
	115.	KENTUCKY RENAL CARE GROUP, LLC
	116.	LITTLE ROCK DIALYSIS, INC.
	117.	MAUMEE DIALYSIS SERVICES, LLC
	118.	METRO DIALYSIS CENTER - NORMANDY, INC.
	119.	METRO DIALYSIS CENTER - NORTH, INC.
	120.	NATIONAL MEDICAL CARE, INC.
	121.	NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.
	122.	NEW YORK DIALYSIS SERVICES, INC.
	123.	NNA OF ALABAMA, INC.
	124.	NNA OF EAST ORANGE, L.L.C.
	125.	NNA OF GEORGIA, INC.
	126.	NNA OF HARRISON, L.L.C.
	127.	NNA OF LOUISIANA, LLC
	128.	NNA OF OKLAHOMA, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	129.	NNA OF OKLAHOMA, L.L.C.
	130.	NNA OF RHODE ISLAND, INC.
	131.	NNA OF TOLEDO, INC.
	132.	NNA-SAINT BARNABAS-LIVINGSTON, L.L.C.
	133.	NNA-SAINT BARNABAS, L.L.C.
	134.	NORTHEAST ALABAMA KIDNEY CLINIC, INC.
	135.	NORTHERN NEW JERSEY DIALYSIS, L.L.C.
	136.	NRA-ADA, OKLAHOMA, LLC
	137.	NRA-AUGUSTA, GEORGIA, LLC
	138.	NRA-BAMBERG, SOUTH CAROLINA, LLC
	139.	NRA-CROSSVILLE, TENNESSEE, LLC
	140.	NRA-FARMINGTON, MISSOURI, LLC
	141.	NRA-GEORGETOWN, KENTUCKY, LLC
	142.	NRA-HOGANSVILLE, GEORGIA, LLC
	143.	NRA-HOLLY HILL, SOUTH CAROLINA, LLC
	144.	NRA-HOLLYWOOD, SOUTH CAROLINA, LLC
	145.	NRA-INPATIENT DIALYSIS, LLC
	146.	NRA-LAGRANGE, GEORGIA, LLC
	147.	NRA-MT. PLEASANT, SOUTH CAROLINA, LLC
	148.	NRA-NEW CASTLE, INDIANA, LLC
	149.	NRA-NEWNAN ACQUISITION, LLC
	150.	NRA-NORTH AUGUSTA, SOUTH CAROLINA, LLC
	151.	NRA-ORANGEBURG, SOUTH CAROLINA, LLC
	152.	NRA-PALMETTO, GEORGIA, LLC
	153.	NRA-PRINCETON, KENTUCKY, LLC
	154.	NRA-ROANOKE, ALABAMA, LLC
	155.	NRA-SOUTH CITY, MISSOURI, LLC
	156.	NRA-ST. LOUIS (HOME THERAPY CENTER), MISSOURI, LLC
	157.	NRA-ST. LOUIS, MISSOURI, LLC
	158.	NRA-TALLADEGA, ALABAMA, LLC
	159.	NRA-VALDOSTA (NORTH), GEORGIA, LLC
	160.	NRA-VALDOSTA, GEORGIA, LLC
	161.	NRA-VARNVILLE, SOUTH CAROLINA, LLC
	162.	NRA-WASHINGTON COUNTY, MISSOURI, LLC
	163.	NRA-WINCHESTER, INDIANA, LLC
	164.	PHYSICIANS DIALYSIS COMPANY, INC.
	165.	QUALICENTERS ALBANY, LTD.
	166.	QUALICENTERS BEND LLC
	167.	QUALICENTERS COOS BAY, LTD.
	168.	QUALICENTERS EUGENE-SPRINGFIELD, LTD.
	169.	QUALICENTERS INLAND NORTHWEST L.L.C.
	170.	QUALICENTERS PUEBLO LLC
	171.	QUALICENTERS SALEM LLC
	172.	QUALICENTERS SIOUX CITY, LLC
	173.	RAI CARE CENTERS OF ALABAMA, LLC

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	174.	RAI CARE CENTERS OF FLORIDA I, LLC
	175.	RAI CARE CENTERS OF FLORIDA II, LLC
	176.	RAI CARE CENTERS OF GEORGIA I, LLC
	177.	RAI CARE CENTERS OF ILLINOIS I, LLC
	178.	RAI CARE CENTERS OF ILLINOIS II, LLC
	179.	RAI CARE CENTERS OF MARYLAND I, LLC
	180.	RAI CARE CENTERS OF MICHIGAN I, LLC
	181.	RAI CARE CENTERS OF MICHIGAN II, LLC
	182.	RAI CARE CENTERS OF NEBRASKA II, LLC
	183.	RAI CARE CENTERS OF NORTH CAROLINA II, LLC
	184.	RAI CARE CENTERS OF NORTHERN CALIFORNIA I, LLC
	185.	RAI CARE CENTERS OF NORTHERN CALIFORNIA II, LLC
	186.	RAI CARE CENTERS OF OAKLAND II, LLC
	187.	RAI CARE CENTERS OF SOUTH CAROLINA I, LLC
	188.	RAI CARE CENTERS OF SOUTHERN CALIFORNIA I, LLC
	189.	RAI CARE CENTERS OF SOUTHERN CALIFORNIA II, LLC
	190.	RAI CARE CENTERS OF VIRGINIA I, LLC
	191.	RCG BLOOMINGTON, LLC
	192.	RCG EAST TEXAS, LLP
	193.	RCG INDIANA, L.L.C.
	194.	RCG IRVING, LLP
	195.	RCG MARTIN, LLC
	196.	RCG MEMPHIS EAST, LLC
	197.	RCG MISSISSIPPI, INC.
	198.	RCG PENSACOLA, LLC
	199.	RCG ROBSTOWN, LLP
	200.	RCG UNIVERSITY DIVISION, INC.
	201.	RENAL CARE GROUP, INC.
	202.	RENAL CARE GROUP ALASKA, INC.
	203.	RENAL CARE GROUP EAST, INC.
	204.	RENAL CARE GROUP MAPLEWOOD, LLC
	205.	RENAL CARE GROUP NORTHWEST, INC.
	206.	RENAL CARE GROUP OF THE MIDWEST, INC.
	207.	RENAL CARE GROUP OF THE OZARKS, LLC
	208.	RENAL CARE GROUP OF THE ROCKIES, LLC
	209.	RENAL CARE GROUP OF THE SOUTH, INC.
	210.	RENAL CARE GROUP OF THE SOUTHEAST, INC.
	211.	RENAL CARE GROUP SOUTH NEW MEXICO, LLC
	212.	RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC
	213.	RENAL CARE GROUP SOUTHWEST, L.P.
	214.	RENAL CARE GROUP TERRE HAUTE, LLC

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Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	215.	RENAL CARE GROUP TEXAS, INC.
	216.	RENAL CARE GROUP TOLEDO, LLC
	217.	RENAL CARE GROUP-HARLINGEN, L.P.
	218.	RENALPARTNERS, INC.
	219.	RENEX DIALYSIS CLINIC OF BLOOMFIELD, INC.
	220.	RENEX DIALYSIS CLINIC OF BRIDGETON, INC.
	221.	RENEX DIALYSIS CLINIC OF CREVE COEUR, INC.
	222.	RENEX DIALYSIS CLINIC OF MAPLEWOOD, INC.
	223.	RENEX DIALYSIS CLINIC OF ORANGE, INC.
	224.	RENEX DIALYSIS CLINIC OF PITTSBURGH, INC.
	225.	RENEX DIALYSIS CLINIC OF SOUTH GEORGIA, INC.
	226.	RENEX DIALYSIS CLINIC OF ST. LOUIS, INC.
	227.	RENEX DIALYSIS CLINIC OF TAMPA, INC.
	228.	RENEX DIALYSIS CLINIC OF UNIVERSITY CITY, INC.
	229.	RENEX DIALYSIS CLINIC OF WOODBURY, INC.
	230.	RENEX DIALYSIS FACILITIES, INC.
	231.	SAINT LOUIS RENAL CARE, LLC
	232.	SAN DIEGO DIALYSIS SERVICES, INC.
	233.	SANTA BARBARA COMMUNITY DIALYSIS CENTER, INC.
	234.	SMYRNA DIALYSIS CENTER, LLC
	235.	SSKG, INC.
	236.	ST. LOUIS REGIONAL DIALYSIS CENTER, INC.
	237.	STAT DIALYSIS CORPORATION
	238.	STONE MOUNTAIN DIALYSIS CENTER, LLC
	239.	STUTTGART DIALYSIS, LLC
	240.	TAPPAHANNOCK DIALYSIS CENTER, INC.
	241.	TERRELL DIALYSIS CENTER, L.L.C.
	242.	WARRENTON DIALYSIS FACILITY, INC.
	243.	WEST END DIALYSIS CENTER, INC.
	244.	WSKC DIALYSIS SERVICES, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

		(each an “Existing Transferring Affiliate”)

	By:
	Name:
	Title:

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.
	BIO-MEDICAL APPLICATIONS OF CAPITOL HILL, INC.
	BIO-MEDICAL APPLICATIONS OF OAKLAND, INC.
	BIO-MEDICAL APPLICATIONS OF UKIAH, INC.
	BIO-MEDICAL APPLICATIONS OF WOONSOCKET, INC.
	EVEREST HEALTHCARE TEXAS HOLDING CORP.
	FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC
	FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC
	FRESENIUS MEDICAL CARE OF NEBRASKA, LLC
	FRESENIUS MEDICAL CARE PSO, LLC
	HOME DIALYSIS OF AMERICA, INC.
	NATIONAL NEPHROLOGY ASSOCIATES
	MANAGEMENT COMPANY OF TEXAS,
	NMC SERVICES, INC.
	NNA OF NEVADA, INC.
	NNA MANAGEMENT COMPANY OF KENTUCKY, INC.
	NNA MANAGEMENT COMPANY OF LOUISIANA, INC.
	NORTH BUCKNER DIALYSIS CENTER, INC.
	NRA-BAY CITY, TEXAS, LLC QUALICENTERS, INC.
	RAI CARE CENTERS OF TENNESSEE, LLC
	RCG MEMPHIS, LLC
	RENAL CARE GROUP MICHIGAN, INC.
	RENAL CARE GROUP OHIO, INC.
	RENAL CARE GROUP SOUTHWEST HOLDINGS, INC.
	RENEX CORP.
	RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.
	WHARTON DIALYSIS, INC.

		(each, an “Existing Transferring Affiliate” and a “Terminated Transferring Affiliate”)

	By:
	Name:
	Title:

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	NATIONAL MEDICAL CARE, INC.

	By:
	Name:
	Title:

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

EXHIBIT D

Form of Third Amended and Restated Parent Agreement

[Attached]

EXECUTION VERSION

THIRD AMENDED AND RESTATED PARENT AGREEMENT

This THIRD AMENDED AND RESTATED PARENT AGREEMENT (this “Agreement”), dated as of December 20, 2018, made by FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York corporation (“FMCH”), and FRESENIUS MEDICAL CARE AG & CO. KGaA, formerly known as Fresenius Medical Care AG, a partnership limited by shares organized and existing under the laws of the Federal Republic of Germany, and its successors and permitted assigns (“FME KGaA”) (FMCH and FME KGaA being hereinafter referred to, collectively, as the “Companies” and, each individually, as a “Company”), in favor of NMC FUNDING CORPORATION (“NMC Funding”) and THE BANK OF NOVA SCOTIA, as agent (the “Agent”) for the Investors under (and as defined in) the Transfer and Administration Agreement referred to below.

PRELIMINARY STATEMENTS:

(1) National Medical Care, Inc., a Delaware corporation (“NMC”) has entered into that certain Amended and Restated Transferring Affiliate Letter (as the same has been and may from time to time be amended, restated, supplemented or otherwise modified, the “Transferring Affiliate Letter”) dated as of October 16, 2008 with each of the “Transferring Affiliates” named therein, under which each such Transferring Affiliate has agreed to sell and assign on each day hereafter all of its right, title and interest in and to each “Receivable” and all “Related Security” (each as defined therein) to NMC in accordance with the terms thereof.

(2) NMC has entered into that certain Second Amended and Restated Receivables Purchase Agreement (as the same may from time to time be amended, restated, supplemented or otherwise modified, the “Receivables Agreement”) dated as of even date herewith with NMC Funding, under which NMC has agreed to sell and assign on each day hereafter all of its right, title and interest in and to each “Receivable” and all “Related Security” (each as defined therein), including, without limitation, all Receivables and Related Security acquired by NMC from the Transferring Affiliates under the Transferring Affiliate Letter, to NMC Funding in accordance with the terms thereof.

(3) NMC Funding has entered into that certain Seventh Amended and Restated Transfer and Administration Agreement (as the same may from time to time be amended, restated, supplemented or otherwise modified, the “TAA”) dated as of November 24, 2014 with NMC Funding, as “Transferor”, NMC, as the “Collection Agent” thereunder, certain “Bank Investors” from time to time party thereto and the Agent, under which NMC Funding shall from time to time sell and assign undivided percentage ownership interests in all “Receivables” and “Related Security” (each as defined therein), including, without limitation, in all Receivables and Related Security acquired by NMC Funding from NMC under the Receivables Agreement, to the Agent for the benefit of the Investors in accordance with the terms thereof. For purposes of this Agreement, the terms “Agent”, “Administrative Agent”, “Conduit Investor” and “Investor” shall have the meanings assigned to such terms under the TAA.

(4) Certain Affiliates (each, a “Designated Account Agent”) of the Transferring Affiliates have entered, or may hereafter enter, into that certain Account Agent Agreement dated

as of August 28, 1997 or an agreement in substantially the form of such Account Agent Agreement (collectively, and as the same may from time to time be amended, restated, supplemented or otherwise modified, the “Account Agent Agreement”), under which such Designated Account Agents agree to certain matters relating to the handling of Collections on Receivables originated by Transferring Affiliates and remitted to “Special Accounts” maintained by such Designated Account Agents.

(5) FME KGaA owns all of the issued and outstanding common stock of FMCH, and FME KGaA or one of its wholly-owned Subsidiaries owns, directly or indirectly, all of the issued and outstanding shares of capital stock of each Transferring Affiliate, each Designated Account Agent and NMC. It is a condition precedent to the effectiveness of each of the Receivables Agreement and the TAA that each of FME KGaA and FMCH enters into this Agreement.

(6) NMC, the Transferring Affiliates (as such group is from time to time comprised) and the Designated Account Agents (as such group is from time to time comprised) are herein sometimes referred to collectively as the “Parent Group Members” or any such Person individually as a “Parent Group Member”. The Receivables Agreement, the Transferring Affiliate Letter, the Account Agent Agreement and each of the other instruments, documents and agreements executed in connection therewith are herein sometimes referred to collectively as the “Transaction Documents”. The terms “Receivable” and “Related Security”, and other terms that are used herein and not otherwise defined herein, shall have the meanings assigned under the Receivables Agreement.

(7) FMCH and FME KGaA are parties to that certain Second Amended and Restated Parent Agreement dated as of January 17, 2013 (as amended prior to the date hereof, the “ Existing Parent Agreement ”), which the parties hereto desire to amend and restate in its entirety.

NOW, THEREFORE, the parties hereby agree as follows:

SECTION 1. Unconditional Undertaking . Each Company hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of NMC Funding, the Investors, the Administrative Agents and the Agent to cause the due and punctual performance and observance by each of the Parent Group Members with each of such Parent Group Member’s obligations under the Transaction Documents, including, without limitation: (i) by NMC and its successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of NMC (whether as seller, collection agent or otherwise) to be performed or observed by it under the Receivables Agreement or any other document delivered in connection with the Receivables Agreement, (ii) by each Transferring Affiliate and its successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of such Transferring Affiliate to be performed and observed under the Transferring Affiliate Letter, and (iii) by each Designated Account Agent and its successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of such Designated Account Agent to be performed under the Account Agent Agreement, in each case under clauses (i), (ii) and (iii) above in accordance with the terms thereof, including, without limitation, each indemnity and each other agreement of any Parent Group Member to pay or deposit any money under any Transaction Document (all such

terms, covenants, conditions, agreements and undertakings on the part of the Parent Group Members to be performed or observed being, collectively, the “Obligations”).

In the event that any Parent Group Member shall fail to perform or observe any of the Obligations when the same shall be required to be performed or observed under any Transaction Document, then each Company will itself (to the fullest extent permitted by law) duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Obligation, and it shall not be a condition to the accrual of the obligation of any Company hereunder to perform or observe, or cause the performance or observance of, any Obligation that NMC Funding, any Investor, any Administrative Agent or the Agent shall have first made any request of or demand upon or given any notice to any Company or to any Parent Group Member or their respective successors or assigns, or have instituted any action or proceeding against any Company or any Parent Group Member or their respective successors or assigns in respect thereof; provided that no Company shall be required to make any payment hereunder without ten days prior notice from NMC Funding, an Investor or the Agent.

Reference is made to the obligations of Parent Group Members under: (i) Sections 3.1(bb), 3.3(1), 5.1(o), 5.2(k), 5.3(i) and 5.4(e) of the TAA; (ii) any similar provisions under the Transaction Documents, and (iii) any general covenant to comply with laws, to the extent such covenant would include laws specifically described in any of the foregoing provisions (collectively, the “Sanctions Provisions”). Notwithstanding anything contained herein to the contrary, the obligations and corresponding representations and warranties of FME KGaA under this Agreement to cause any Parent Group Member to comply with any Sanctions Provision shall be limited to the extent that such compliance by FME KGaA with such obligation would expose any Person or any director, officer or employee thereof to any liability under EU Regulation (EC) 2271/96 or Section 7 of the German Foreign Trade Regulation.

SECTION 2. Obligation Absolute . Each Company will perform its obligations under this Agreement regardless of any law, rule, regulation or order now or hereafter in effect in any jurisdiction affecting any of the terms of any Transaction Document, or the rights of NMC Funding, any Investor, any Administrative Agent or the Agent with respect thereto. The obligations of each Company under this Agreement are independent of the Obligations, and a separate action or actions may be brought and prosecuted against any Company to enforce this Agreement, irrespective of whether any action is brought against any Parent Group Member or whether any Parent Group Member is joined in any such action or actions. The liability of each Company under this Agreement shall be absolute and unconditional irrespective of:

(i) any lack of validity or enforceability of any Transaction Document;

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Transaction Documents;

(iii) any taking, exchange, release or non-perfection of any security interest, or any taking, release or amendment or waiver of or consent to departure from any Related Security or other agreement relating to all or any of the Obligations;

(iv) any manner of application by any Parent Group Member or any subsidiary or affiliate thereof of any Collections to all or any of the Obligations, or any manner of collection from or disposition of any Receivable or Related Security or any interest therein;

(v) any change, restructuring or termination of the corporate structure or existence of any Company or any Parent Group Member;

(vi) any failure of any Parent Group Member or any Company to obtain any authorization or approval from or other action by, or to notify or file with, any governmental authority or regulatory body required in connection with this Agreement, the Receivables Agreement or any Transaction Document;

(vii) any impossibility or impracticality of performance, illegality, force majeure, any act of any government, or any other circumstance which might constitute a defense available to, or a discharge of any Parent Group Member or any Company;

(viii) with respect to any Company, the release by NMC Funding, any Investor, any Administrative Agent or the Agent of the other Company from any or all of its obligations hereunder, the unenforceability of this Agreement as against such other Company or the release of any other guarantor in respect of its obligations; or

(ix) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Parent Group Member or a guarantor.

This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment by any Parent Group Member under any Transaction Document is rescinded or must otherwise be returned by NMC Funding, any Investor, any Administrative Agent or the Agent, upon the insolvency, bankruptcy or reorganization of any Parent Group Member or otherwise, all as though such payment had not been made. The obligations of each Company under this Agreement shall not be subject to reduction, termination or other impairment by reason of any set-off, recoupment, counterclaim or defense or for any other reason. The obligations of each Company under this Agreement shall not be discharged except by performance as herein provided.

SECTION 3. Waiver . Each Company hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Agreement or any Transaction Document and any requirement that NMC Funding, any Investor, any Administrative Agent or the Agent protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against any Company or any Parent Group Member or any security interest.

SECTION 4. Waiver of Subrogation and Contribution . Each Company hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against any Parent Group Member that arise from the existence, payment, performance or enforcement of such Company’s obligations under this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of NMC Funding, any Investor, any Administrative Agent or the Agent against any Parent Group Member or any security interest that NMC Funding, any Investor, any Administrative Agent or the Agent hereafter acquires, whether or not such claim,

remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Parent Group Member, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security in account of such claim, remedy or right. If any amount shall be paid to any Company in violation of the preceding sentence at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable under this Agreement and (y) the payment in full of all “Aggregate Unpaids” (as defined in the TAA), following the “Termination Date” (as defined in the TAA), such amount shall be held in trust for the benefit of NMC Funding, each Investor, each Administrative Agent and the Agent and shall forthwith be paid to the Agent to be credited and applied to the Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in accordance with the terms of the TAA, the applicable Transaction Document and this Agreement, or to be held by the Agent as collateral security for any Obligations or other amounts payable under this Agreement thereafter arising. Each Company acknowledges that it will receive direct and indirect benefits from the receivables purchase arrangements contemplated by the Transaction Documents and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.

SECTION 5. Representations and Warranties . Each Company hereby represents and warrants as follows:

(a) Such Company is, in the case of FMCH, a corporation duly incorporated and, in the case of FME KGaA, an entity duly organized, in each case validly existing and in good standing under the laws of the jurisdiction in which it is organized and existing, and is duly qualified to do business and is in good standing in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect.

(b) The execution, delivery and performance by such Company of this Agreement (i) are within such Company’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene (A) such Company’s charter or by-laws or similar organizational documents or (B) any law, rule or regulation applicable to such Company, or any of its subsidiaries or properties, and (iv) do not contravene or require any consent, approval or notice under any provision of any indenture, loan agreement or credit agreement or any other agreement, lease or instrument to which such Company or any of its subsidiaries is a party or by which such Company or any of its subsidiaries or properties may be bound or affected, except for any such consents and approvals that have been obtained and notices that have been given.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Company of this Agreement.

(d) This Agreement constitutes the legal, valid and binding obligation of such Company enforceable against such Company in accordance with its terms, except as may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.

(e) Except as set forth in Exhibit F to the Receivables Agreement, there is no pending or threatened action or proceeding against or affecting such Company or its properties before any court, governmental agency or arbitrator which would have a Material Adverse Effect.

(f) The consolidated balance sheet of FME KGaA and its subsidiaries as at December 31, 2017, and the related consolidated statements of income and of cash flow of FME KGaA and its subsidiaries for the fiscal year then ended, copies of which have been furnished to the Agent, fairly present the consolidated financial condition of FME KGaA and its subsidiaries as at such date and the results of the operations of FME KGaA and its subsidiaries for the period ended on such date, all in accordance with GAAP (as defined in the TAA), and since December 31, 2017, no event has occurred which would have a Material Adverse Effect.

(g) Each financial statement and financial book, record, or report or information (collectively, “Financial Documents”) or other document, book, record or report or information (collectively, “Other Documents”) furnished or to be furnished in writing at any time by such Company to NMC Funding, any Investor or the Agent, in connection with this Agreement is or will be (i) in the case of each such Financial Document, prepared in accordance with GAAP (as defined in the TAA), except as stated therein and subject in the case of any quarterly financial statement to year-end audit adjustments and to the abbreviation of any such financial statement and incompleteness of the footnotes contained therein, or (ii) in the case of such Other Documents, accurate in all material respects, in each case, as of its date or (except as otherwise disclosed to NMC Funding, the Investors or the Agent, as the case may be, at such time) as of the date so furnished, and no such Financial Document or Other Document, to the best of such Company’s knowledge, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(h) All of the issued and outstanding common stock of (such stock being more than 80% of all voting stock of) FMCH is and will continue to be owned directly or indirectly by FME KGaA.

(i) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(j) No Termination Event or Potential Termination Event (each as defined in the TAA) has occurred and is continuing.

(k) The execution, delivery and performance by each Parent Group Member of each Transaction Document to which it is named as a party and the transactions contemplated thereby do not contravene any provision of any indenture, loan agreement, credit agreement, or other agreement, lease or instrument to which any Company is a party or by which such Company or its properties may be bound or affected.

(l) Each representation and warranty from time to time made or deemed made by any Parent Group Member under or in connection with any Transaction Document with respect to such Company or any Parent Group Member shall be true and correct in all material respects.

SECTION 6. Covenants . (a) Each Company covenants and agrees that, as long as any Aggregate Unpaids shall be outstanding under the TAA, it will, unless the Agent and each Administrative Agent shall otherwise consent in writing:

(i) Compliance with Laws, Etc . Comply with the applicable laws, rules, regulations and orders with respect to it, its business and properties other than such provisions noncompliance with which would not have a Material Adverse Effect.

(ii) Preservation of Corporate Existence . Preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would have a Material Adverse Effect.

(iii) Maintenance of Ownership . FME KGaA will maintain ownership, directly or indirectly, free and clear of any Adverse Claim (other than put/call agreements, forward agreements or other similar arrangements among FME KGaA and its subsidiaries), of 100% of the common stock of, and more than 80% of the outstanding voting stock of, FMCH and FMCH will maintain ownership, directly or indirectly, of all of the outstanding shares of stock of each Parent Group Member; provided that FME KGaA may own directly or indirectly stock that is not Voting Stock in subsidiaries of FMCH.

(iv) Reporting Requirements . Furnish to the Agent and each Administrative Agent:

(A) As soon as available, but in the event within 95 days after the end of each fiscal year of such Company, audited consolidated balance sheets of such Company and its Subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, retained earnings, shareholders’ equity and cash flows for such fiscal year, in each case audited by KPMG Peat Marwick LLP, KPMG AG Wirtschaftsprüfungsgesellschaft, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, or other firm of independent certified public accountants of nationally recognized standing reasonably acceptable to the Agent and each Administrative Agent, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification;

(B) As soon as available and in any event within 50 days after the end of each of the first three fiscal quarters of such Company, (1) in the case of FMCH, a company-prepared consolidated balance sheet of such Company and its

Subsidiaries as of the end of such quarter and the related company-prepared consolidated statements of income and retained earnings for such quarterly period and cash flows for the fiscal year to date and (2) in the case of FME KGaA, company-prepared consolidated balance sheet of FME KGaA and its Subsidiaries as of the end of the quarter and the related company-prepared consolidated statements of income and retained earnings for such quarterly period setting forth in each case in comparative form the figures for the previous year for such period; in each case setting forth in comparative form the consolidated figures for the corresponding period or periods of the preceding fiscal year or the portion of the fiscal year ending with such period, as applicable, in each case subject to normal recurring year-end audit adjustments. All such financial statements shall be complete and correct in all material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments) and to be prepared in reasonable detail and, in the case of the annual and quarterly financial statements provided in accordance with subsections (a) and (b) above, in accordance with GAAP applied consistently throughout the periods reflected therein (except as otherwise stated therein);

(C) Promptly upon the furnishing thereof to the shareholders of such Company, copies of all financial statements, reports and proxy statements so furnished;

(D) Promptly upon the filing thereof, copies of all registration statements and annual , quarterly, monthly or other regular reports which such Company or any Subsidiary files with the Securities and Exchange Commission;

(E) Within five (5) Business Days after the date of any change in its public debt ratings, if any, a written certification of its public debt ratings after giving effect to such change; and

(F) such other information respecting the conditions or operations, financial or otherwise, of such Company or any of its subsidiaries as the Agent or any Administrative Agent may from time to time reasonably request.

(v) Financial Covenants .

(A) Consolidated Leverage Ratio . Ensure that as of the end of each fiscal quarter, the Consolidated Leverage Ratio will not exceed:

		Maximum
		Consolidated
Fiscal Quarters Ending		Leverage Ratio
December 31, 2017 and thereafter		3.75:1.00

provided that the limit in the immediately preceding table may be increased, from time to time, by notice from FME KGaA in connection with one or a series of acquisitions and investments in any period of four consecutive fiscal quarters for

which financial statements are available (plus the period extending until the next quarterly or annual financial statements shall be due) where the acquisition consideration (including assumed indebtedness) is in excess of $1,000 million, to 4.25:1.0 for a period of up to four consecutive fiscal quarters (the “Covenant Holiday”). Thereafter, the Covenant Holiday will not be available again until the original financial covenant level has been complied with for at least one fiscal quarter;

(B) Subject to the immediately succeeding paragraph (C), for purposes of this Section 6(a)(v), the terms “Consolidated Leverage Ratio” shall have the same meaning as it has in the FME KGaA Credit Facility (taking into account any special rules for the interpretation of accounting terms, such as Section 1.03 of the FME KGaA Credit Facility), as such term may be amended, restated, supplemented, replaced or otherwise modified from time to time pursuant to the FME KGaA Credit Facility.

(C) If either (1) the FME KGaA Credit Facility is no longer in existence or (2) any Bank Investor is not “represented in” the FME KGaA Credit Facility, the term “Consolidated Leverage Ratio” shall have the same meaning as it has in the FME KGaA Credit Facility as in effect immediately before its termination or immediately before the time at which any Bank Investor is not “represented in” the FME KGaA Credit Facility, as applicable. For purposes of this clause (C), a Bank Investor will be deemed “represented in” the FME KGaA Credit Facility for as long as such Bank Investor, or any affiliate of such Bank Investor, is a party to the FME KGaA Credit Facility.

(D) If an event described in clause (C) above occurs, any subsequent modification to the definition of the term “Consolidated Leverage Ratio” shall require an amendment executed in accordance with the requirements of Section 7 of this Agreement.

(b) Each Company acknowledges that the Investors, the Administrative Agents and the Agent are entering into the transactions contemplated by the TAA in reliance upon the identity of NMC Funding as a separate legal entity from each Parent Group Member, the Companies and their other subsidiaries and affiliates (collectively, excluding NMC Funding, the “Parent Group”). Each Company shall, and shall cause the Parent Group to, refrain from taking any action that would suggest to any creditor of any entity within the Parent Group that NMC Funding and such entity within the Parent Group are anything other than separate legal entities. Neither Company shall hold out any entity within the Parent Group to third parties as liable for the debts of NMC Funding, and neither Company shall at any time represent to any Person that any entity within the Parent Group owns any interest in the Receivables or any of the other assets intended to have been acquired by NMC Funding under the Receivables Agreement.

(c) If not otherwise described in the consolidated financial statements or in the other materials and information provided pursuant to Section 6(a)(iv) of this Agreement or in Section 5.01(a) of the TAA, for so long as the FME KGaA Credit Facility contains a requirement to provide a written summary of material changes in GAAP (which term, as used in this

Agreement, shall have the meaning assigned to it in the TAA) to the administrative agent and lenders thereunder, FME KGaA shall provide a written summary of material changes in (x) GAAP) or in the consistent application thereof to the extent that either affects the numeric value of any financial ratio or requirement herein or in any other Transaction Document and (y) accounting policies or financial reporting practices in connection with the preparation of consolidated financial statements or other materials and information provided pursuant to Section 6(a)(iv) of this Agreement.

SECTION 7. Amendments, Etc . No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Company herefrom, shall in any event be effective unless the same shall be in writing and signed by NMC Funding, the Agent, each Administrative Agent and each Company (or, in the case of waiver, by the party or parties waiving any such provision) and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 8. Addresses for Notices . All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic or cable communication) and mailed, telecopied, telegraphed, cabled or delivered to it, if to (i) FME KGaA, at its address at Else-Kröner-Strasse 1, 61352 Bad Homburg v.d.H., Germany, Attention: Cornelis “Kees” van Ophem, (ii) FMCH, at its address at 920 Winter Street, Waltham, Massachussetts 02451, Attention: Mark Fawcett, (iii) NMC Funding, at its address at 920 Winter Street, Waltham, Massachusetts 02451 and (iv) if to the Agent, at its address specified in the TAA or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall, when mailed, telecopied, telegraphed or cabled, be effective when deposited in the mails, telecopied, delivered to the telegraph company or delivered to the cable company, respectively.

SECTION 9. No Waiver, Remedies . No failure on the part of NMC Funding, any Investor or the Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 10. Continuing Agreement; Assignments under Agreement . This Agreement is a continuing agreement and shall (i) remain in full force an effect until the later of the Termination Date under the TAA and the date on which no Aggregate Unpaids thereunder shall be outstanding and no amount owed by NMC under the Receivables Agreement shall remain unpaid, (ii) be binding upon each Company and its successors and assigns and (iii) inure to the benefit of, and be enforceable by each of NMC Funding, each Investor and the Agent and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), any Investor, any Administrative Agent or the Agent may assign any of its rights under this Agreement to any assignee, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Investor or the Agent, as applicable, herein or otherwise.

SECTION 11. Joint and Several Liability . The liabilities and obligations of the Companies under this Agreement shall be joint and several.

SECTION 12. Taxes . (a) Any and all payments by any of the Companies hereunder shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on net income and all income and franchise taxes of the United States and any political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholding and liabilities being hereinafter referred to as “Taxes”). If any of the Companies shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 12) NMC Funding, any affected Investor and the Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Company shall make such deductions and (iii) such Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b) In addition, each Company agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as “Other Taxes”).

(c) Each Company will indemnify NMC Funding, any affected Investor, any affected Administrative Agent and the Agent, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction or amounts payable under this Section 12) paid by NMC Funding, any affected Investor, any affected Administrative Agent and the Agent or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto.

SECTION 13. Judgment . (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in lawful money of the United States (“Dollars”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures that the Agent would purchase Dollars with such other currency in New York, New York on the Business Day preceding that on which final judgment is given.

(b) The obligation of each Company in respect of any sum due from it to NMC Funding, any Investor, any Administrative Agent or the Agent hereunder shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that on the Business Day following receipt by NMC Funding, such Investor, such Administrative Agent or the Agent, as applicable, of any sum adjudged to be so due in such other currency such Person may in accordance with normal banking procedures purchase Dollars with such other currency; if the Dollars so purchased are less than the sum originally due to such Person in Dollars, such Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Person against such loss, and if the Dollars so purchased exceed the sum originally due to such Person in Dollars, such Person agrees to remit to such Company such excess.

(c) To the extent that any Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect

it or its property, such Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and, without limiting the generality of the foregoing, each Company agrees that the waivers set forth in this Agreement shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

SECTION 14. Consent to Jurisdiction . (a) Each Company hereby irrevocably submits to the jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement, and each Company hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or in such Federal court. Each Company hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Company hereby irrevocably appoints Arent Fox LLP, located at 1301 Avenue of the Americas, 42nd floor, New York, New York 10019 (the “Process Agent”), as its agent to receive on behalf of such Company and its property service of copies of the summons and compliant and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to each Company in care of the Process Agent at the Process Agent’s above address, and each Company hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Company also irrevocably consents to the services of any and all process in any such action or proceeding by the mailing of copies of such process to such Company at its address specified in Section 8. Each Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, to the extent permitted by law.

(b) Nothing in this Section 14 shall affect the right of NMC Funding, any Investor or the Agent, to serve legal process in any other manner permitted by law or affect the right of NMC Funding, any Investor or the Agent, to bring any action or proceeding against any Company or its property in the courts of other jurisdictions.

SECTION 15. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 16. Covenant not to Institute Bankruptcy Proceedings . Each Company agrees that, so long as any commercial paper notes or other indebtedness issued by a Conduit Investor shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such commercial paper shall have been outstanding, it will not institute against a Conduit Investor any proceeding seeking to adjudicate a Conduit Investor a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of a Conduit Investor or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property.

SECTION 17. Execution in Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which

when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

SECTION 18. Amendment and Restatement . This Agreement amends and restates the Existing Parent Agreement in its entirety. This Agreement is not intended to constitute a novation of the Existing Parent Agreement. Upon the effectiveness of this Agreement (the “ Effective Date ”), each reference to the Existing Parent Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each Company has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

		FRESENIUS MEDICAL CARE AG & Co. KGaA
		represented by
		Fresenius Medical Care Management AG
		(General Partner)


		By:
		Name:
		Title:	Member of the Management Board


		By:
		Name:
		Title:	Member of the Management Board


		FRESENIUS MEDICAL CARE HOLDINGS, INC.


		By:
		Name:	Mark Fawcett
		Title:	Vice President & Treasurer

Accepted and Agreed as of
the date first above written:

NMC FUNDING CORPORATION


By:
	Name:
	Title:

THE BANK OF NOVA SCOTIA,
as Agent


By:
	Name:
	Title:

Signature Page to Second Amended and Restated

Parent Agreement

Exhibit 2.30

EXECUTION VERSION

AMENDMENT NO. 3

Dated as of December 20, 2018

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Dated as of January 17, 2013

PRELIMINARY STATEMENTS

B. The Purchaser and the Seller have agreed to amend the RPA on the terms and conditions hereinafter set forth.

SECTION 1. Amendments .

1.1 Section 2.7 of the RPA is hereby amended by replacing such section in its entirety with the following:

Section 2.7 Addition and Removal of Transferring Affiliates . (a) If (i) one or more direct or indirect wholly-owned Subsidiaries of the FMCH (other than the Transferring Affiliates) now owned or hereafter acquired, is primarily engaged in the same business as is conducted on the date hereof by FMCH and the Transferring Affiliates or (ii) FMCH reorganizes its corporate structure such that facilities generating Receivables on the date hereof (or acquired as contemplated by clause (i)) are owned by one or more additional direct or indirect wholly-owned Subsidiaries of the FMCH, any or all of the wholly-owned subsidiaries referred to in clauses (i) and (ii) may, with the prior written consent of the Purchaser and the Agent (which consent shall not be unreasonably withheld or delayed), become Transferring Affiliates under this Agreement upon delivery to the Purchaser and the Agent of (x) counterparts of the Transferring Affiliate Letter duly executed by such

1.2 Exhibit F (List of Actions and Suits) of the RPA is hereby deleted and replaced with the new Exhibit F attached hereto as Exhibit 1 .

1.3 Exhibit G (Location of Records) of the RPA is hereby deleted and replaced with the new Exhibit G attached hereto as Exhibit 2 .

1.4 Exhibit H (List of Seller’s Subsidiaries, Divisions and Tradenames) of the RPA is hereby deleted and replaced with the new Exhibit H attached hereto as Exhibit 3 .

SECTION 3. Covenants, Representations and Warranties of the Seller .

SECTION 4. Reference to and Effect on the RPA .

SECTION 5. Governing Law . THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

SECTION 6. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

SECTION 7. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.

	NMC FUNDING CORPORATION,
	as Purchaser

	By:	/s/ Mark Fawcett
	Name:	Mark Fawcett
	Title:	Senior Vice President & Treasurer

	NATIONAL MEDICAL CARE, INC.,
	as Seller

	By:	/s/ Mark Fawcett
	Name:	Mark Fawcett
	Title:	Senior Vice President & Treasurer

Signature Page

Amendment No. 3 to Second Amended and Restated Receivables Purchase Agreement

Exhibit 1

to Amendment

EXHIBIT F

SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

LIST OF ACTIONS AND SUITS

SECTION 3.1(g)

3.1(g)(i) Transferor: None

Such filings can be found on the SEC website at the following link: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001333141&owner=exclude&count=40&hidefilings=0

Legal and Regulatory Matters

F- 2

Four institutional plaintiffs filed complaints against FMCH or its affiliates under state deceptive practices statutes resting on certain background allegations common to the GranuFlo®/NaturaLyte® personal injury litigation, but seeking as remedy the repayment of sums paid to FMCH attributable to the GranuFlo®/NaturaLyte® products. These cases implicate different legal standards, theories of liability and forms of potential recovery from those in the personal injury litigation and their claims were not extinguished by the personal injury litigation settlement described above. The four plaintiffs are the Attorneys General for the States of Kentucky, Louisiana and Mississippi and the commercial insurance company Blue Cross Blue Shield of Louisiana in its private capacity. State of Mississippi ex rel. Hood, v. Fresenius Medical Care Holdings, Inc., No. 14-cv-152 (Chancery Court, DeSoto County); State of Louisiana ex re. Caldwell and Louisiana Health Service & Indemnity Company v. Fresenius Medical Care Airline, 2016 Civ. 11035 (U.S.D.C. D. Mass.); Commonwealth of Kentucky ex rel. Beshear v. Fresenius Medical Care Holdings, Inc. et al., No. 16-CI-00946 (Circuit Court, Franklin County). A jury trial has been scheduled to begin in the Kentucky (Beshear) case on January 22, 2019.

In July 2015, the Attorney General for Hawaii issued a civil complaint under the Hawaii False Claims Act alleging a conspiracy pursuant to which certain Liberty Dialysis subsidiaries of FMCH overbilled Hawaii Medicaid for Liberty’s Epogen® administrations to Hawaii Medicaid patients during the period from 2006 through 2010, prior to the time of FMCH’s acquisition of Liberty. Hawaii v. Liberty Dialysis — Hawaii, LLC et al., Case No. 15-1-1357-07 (Hawaii 1st Circuit). The State alleges that Liberty acted unlawfully by relying on incorrect and unauthorized billing guidance provided to Liberty by Xerox State Healthcare LLC, which acted as Hawaii’s contracted administrator for its Medicaid program reimbursement operations during the relevant period. The amount of the overpayment claimed by the State is approximately $8,000, but the State seeks civil remedies, interest, fines, and penalties against Liberty and FMCH under the Hawaii False Claims Act substantially in excess of the overpayment. After prevailing on motions by Xerox to preclude it from doing so, FMCH is pursuing third-party claims for contribution and indemnification against Xerox. The State’s False Claims Act complaint was filed after Liberty initiated an administrative action challenging the State’s recoupment of alleged overpayments

F- 3

from sums currently owed to Liberty. The civil litigation and administrative action are proceeding in parallel. Trial in the civil litigation is scheduled for April 2019.

On June 30, 2016, FMCH received a subpoena from the United States Attorney for the Northern District of Texas (Dallas) seeking information under the False Claims Act about the use and management of pharmaceuticals including Velphoro® as well as FMCH’s interactions with DaVita. The investigation encompasses DaVita, Amgen, Sanofi, and other pharmaceutical manufacturers and includes inquiries into whether certain compensation transfers between manufacturers and pharmacy vendors constituted unlawful kickbacks. The Company understands that this investigation is substantively independent of the $63,700 settlement by DaVita Rx announced on December 14, 2017 in the matter styled United States ex rel. Gallian v. DaVita Rx, 2016 Civ. 0943 (N.D. Tex.). FMCH is cooperating in the investigation.

F- 4

On January 25, 2017, a federal district court in Texas responsible for litigation initiated by a patient advocacy group and dialysis providers including FMCH preliminarily enjoined CMS from implementing the IFR. Dialysis Patient Citizens v. Burwell, 2017 Civ. 0016 (E.D. Texas, Sherman Div.). The preliminary injunction was based on CMS’ failure to follow appropriate notice-and-comment procedures in adopting the IFR. The injunction remains in place and the court retains jurisdiction over the dispute.

In early May 2017, the United States Attorney for the Middle District of Tennessee (Nashville) issued identical subpoenas to FMCH and two subsidiaries under the False Claims Act concerning the Company’s retail pharmaceutical business. The investigation is exploring allegations related to improper inducements to dialysis patients to fill oral prescriptions through FMCH’s pharmacy service, improper billing for returned pharmacy products and other allegations similar to those underlying the $63,700 settlement by DaVita Rx in Texas announced on December 14, 2017. United States ex rel. Gallian, 2016 Civ. 0943 (N.D. Tex.). FMCH is cooperating in the investigation.

F- 5

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, insurance plans and suppliers, 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, dialysis clinics and other health care facilities, 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 U.S. Food and Drug Administration (“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 the Company does not address matters raised in warning letters or other enforcement notices 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. FMCH is currently engaged in remediation efforts with respect to one pending FDA warning letter. 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, the federal Civil Monetary Penalties 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 whistleblower actions. 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, 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 whistleblower actions, which are initially filed under court seal.

F- 6

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 its 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, Data Protection Laws, the Health Information Technology for Economic and Clinical Health Act and the Foreign Corrupt Practices Act, among other laws and comparable state laws or 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.

In Germany, the tax audits for the years 2006 through 2009 have been substantially completed. The German tax authorities have indicated a re-qualification of dividends received in connection with intercompany mandatorily redeemable preferred shares into fully taxable interest payments for these and subsequent years until 2013 and the disallowance of certain other tax deductions. The Company has defended its position and will avail itself of appropriate remedies. An adverse determination with respect to fully taxable interest payments related to intercompany mandatorily redeemable preferred shares and the disallowance of certain other tax deductions could have a material adverse effect on the Company’s financial condition and results of operations.

The Company is also subject to ongoing and future tax audits in the U.S., Germany and other jurisdictions in the ordinary course of business. Tax authorities routinely pursue adjustments to the Company’s tax returns and disallowances of claimed tax deductions. When appropriate, the Company defends these adjustments and disallowances and asserts its own claims. A successful tax related claim against the Company or any of its subsidiaries could have a material adverse effect upon its business, financial condition and results of operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Company’s reputation and business.

Other than those individual contingent liabilities mentioned above, the current estimated amount of the Company’s other known individual contingent liabilities is immaterial.

F- 7

Exhibit 2

to Amendment

EXHIBIT G

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LOCATION OF RECORDS

[attached]

EXHIBIT G

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LOCATION OF RECORDS

Number

TAA Name

TAX ID

TAA

Ed to FIDB

Billing Group Name1

Addr1

City1

ST1

Zip1

Apheresis Care Group, Inc.

84-1677784

Yes

84-1677784

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Alabama, Inc.

04-2625090

Yes

04-2625090

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of California, Inc.

04-3129981

Yes

04-3129981

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Delaware, Inc.

04-3183720

Yes

04-3183720

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Dover, Inc.

04-2944525

Yes

04-2944525

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Florida, Inc.

11-2226338

Yes

11-2226338

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Georgia, Inc.

04-2832065

Yes

04-2832065

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Illinois, Inc.

04-2560009

Yes

04-2560009

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Indiana, Inc.

04-2969825

Yes

04-2969825

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Kansas, Inc.

04-3291316

Yes

04-3291316

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Kentucky, Inc.

04-2546968

Yes

04-2546968

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Louisiana, LLC

04-2508242

Yes

04-2508242

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Maine, Inc.

04-2508244

Yes

04-2508244

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Manchester, Inc.

04-2969816

Yes

04-2969816

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Maryland, Inc.

04-2553140

Yes

04-2553140

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Massachusetts, Inc.

04-3088660

Yes

04-3088660

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Michigan, Inc.

04-2516906

Yes

04-2516906

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Minnesota, Inc.

04-3376339

Yes

04-3376339

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Mississippi, Inc.

04-3108559

Yes

04-3108559

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Missouri, Inc.

04-2975268

Yes

04-2975268

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of New Hampshire, Inc.

04-2944527

Yes

04-2944527

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of New Jersey, Inc.

04-3106961

Yes

04-3106961

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of New Mexico, Inc.

04-2520837

Yes

04-2520837

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of North Carolina, Inc.

04-3085674

Yes

04-3085674

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Ohio, Inc.

04-3110360

Yes

04-3110360

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Oklahoma, Inc.

04-3017363

Yes

04-3017363

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Pennsylvania, Inc.

04-2466383

Yes

04-2466383

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of South Carolina, Inc.

04-2944532

Yes

04-2944532

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Tennessee, Inc.

04-3074770

Yes

04-3074770

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Texas, Inc.

11-2226275

Yes

11-2226275

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of the District of Columbia, Inc.

04-2558118

Yes

04-2558118

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Virginia, Inc.

04-3054876

Yes

04-3054876

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of West Virginia, Inc.

04-2894956

Yes

04-2894956

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Wisconsin, Inc.

04-2539147

Yes

04-2539147

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Wyoming, LLC

04-3809723

Yes

04-3809723

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis America Georgia, LLC

04-3441506

Yes

04-3441506

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis Centers of America - Illinois, Inc.

37-1341578

Yes

37-1341578

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis Management Corporation

74-2596786

Yes

74-2596786

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis Services of Atlanta, Inc.

58-1819764

Yes

58-1819764

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis Services of Cincinnati, Inc.

31-1374389

Yes

31-1374389

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Everest Healthcare Rhode Island, Inc.

36-4403091

Yes

36-4403091

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Four State Regional Dialysis Center, Inc.

43-1331335

Yes

43-1331335

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Fresenius Medical Care Dialysis Services - Oregon, LLC

93-1175031

Yes

93-1175031

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Fresenius Medical Care Dialysis Services Colorado LLC

04-3447327

Yes

04-3447327

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

101

Fresenius Medical Care of Montana, LLC

27-4604304

Yes

27-4604304

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

108

Gulf Region Mobile Dialysis, Inc.

04-2938292

Yes

04-2938292

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

109

Haemo-Stat, Inc.

95-3529889

Yes

95-3529889

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

115

Inland Northwest Renal Care Group, LLC

91-2069412

Yes

91-2069412

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

125

National Nephrology Associates of Texas, L.P.

74-2928010

Yes

74-2928010

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

126

New York Dialysis Services, Inc.

04-3267217

Yes

04-3267217

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

127

NNA of Alabama, Inc.

63-1223468

Yes

63-1223468

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

129

NNA of Georgia, Inc.

62-1765493

Yes

62-1765493

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

134

NNA of Rhode Island, Inc.

05-0513853

Yes

05-0513853

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

135

NNA of Toledo, Inc.

34-1938916

Yes

34-1938916

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

148

NRA-lnpatient Dialysis, LLC

83-0338286

Yes

83-0338286

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

166

Physicians Dialysis Company, Inc.

23-2858927

Yes

23-2858927

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

184

RAI Care Centers of Nebraska II, LLC

20-3276452

Yes

20-3276452

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

195

RCG Indiana, L.L.C.

62-1674489

Yes

62-1674489

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

204

Renal Care Group East, Inc.

23-1906900

Yes

23-1906900

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

206

Renal Care Group Northwest, Inc.

93-1236337

Yes

93-1236337

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

207

Renal Care Group of the Midwest, Inc.

48-0828924

Yes

48-0828924

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

210

Renal Care Group of the South, Inc.

68-0594301

Yes

68-0594301

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

211

Renal Care Group of the Southeast, Inc.

59-2851389

Yes

59-2851389

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

212

Renal Care Group South New Mexico, LLC

74-2979806

Yes

74-2979806

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

214

Renal Care Group Southwest, L.P.

86-0960418

Yes

86-0960418

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

216

Renal Care Group Texas, Inc.

75-1739434

Yes

75-1739434

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

229

Renex Dialysis Clinic of Woodbury, Inc.

22-3461795

Yes

22-3461795

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

231

Saint Louis Renal Care, LLC

62-1648323

Yes

62-1648323

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

232

San Diego Dialysis Services, Inc.

04-2487762

Yes

04-2487762

ATLANTAACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

243

West End Dialysis Center, Inc.

54-1341030

Yes

54-1341030

ATLANTA ACUTE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

110

Hauppauge Dialysis Center, LLC

47-3940345

Yes

47-3940345

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

120

Liverpool LD, LLC

46-1389133

Yes

46-1389133

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

128

NNA of East Orange, L.L.C.

22-3749910

Yes

22-3749910

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

130

NNA of Harrison, L.L.C.

22-3730892

Yes

22-3730892

CLEVELAND BILLING GROUP

25050 COUNTRV CLU B BLVD

NORTH OLMSTED

44070

205

Renal Care Group Maplewood, LLC

01-0854887

Yes

01-0854887

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

219

Renex Dialysis Clinic of Bloomfield, Inc.

22-3572775

Yes

22-3572775

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

223

Renex Dialysis Clinic of Orange, Inc.

22-3461798

Yes

22-3461798

CLEVELAND BILLING GROUP

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

Bio-Medical Applications Management Company, Inc.

22-1946461

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

Bio-Medical Applications of Fayetteville, Inc.

04-2944524

Yes

04-2944524

Fresenius Medical Care

920 Winter St

Waltham

02451

Bio-Medical Applications of Rhode Island, Inc.

04-2489760

Yes

04-2489760

Fresenius Medical Care

920 Winter St

Waltham

02451

Everest Healthcare Holdings, Inc.

04-3540082

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

G- 1

Fresenius Management Services, Inc.

04-2733764

Yes

04-2733764

Fresenius Medical Care

920 Winter St

Waltham

02451

Fresenius Medical Care Holdings, Inc.

13-3461988

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

102

Fresenius Medical Care Ventures, LLC

22-3948765

Yes

22-3948765

Fresenius Medical Care

920 Winter St

Waltham

02451

103

Fresenius Medical Care West Bexar, LLC

46-3589219

Yes

46-3589219

Fresenius Medical Care

920 Winter St

Waltham

02451

105

Fresenius USA Manufacturing, Inc.

04-3475979

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

106

Fresenius USA Marketing, Inc.

04-3477762

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

107

Fresenius USA, Inc.

04-2550576

Yes

#N/A

Fresenius Medical Care

920 Winter St

Waltham

02451

124

National Medical Care, Inc.

04-2835488

Yes

04-2835488

Fresenius Medical Care

920 Winter St

Waltham

02451

121

Maumee Dialysis Services, LLC

35-2137387

Yes

35-2137387

INDIANAPOLIS BILLING GROUP

1320 CITY CENTER DR

CARMEL

46032

193

RCG Bloomington, LLC

35-2161251

Yes

35-2161251

INDIANAPOLIS BILLING GROUP

1320 CITY CENTER DR

CARMEL

46032

213

Renal Care Group Southwest Michigan, LLC

36-4525442

Yes

36-4525442

INDIANAPOLIS BILLING GROUP

1320 CITY CENTER DR

CARMEL

46032

215

Renal Care Group Terre Haute, LLC

81-0614774

Yes

81-0614774

INDIANAPOLIS BILLING GROUP

1320 CITY CENTER DR

CARMEL

46032

224

Renex Dialysis Clinic of Pittsburgh, Inc.

25-1732278

Yes

25-1732278

INDIANAPOLIS BILLING GROUP

1320 CITY CENTER DR

CARMEL

46032

Bio-Medical Applications of Aguadilla, Inc.

04-2968314

Yes

04-2968314

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Arecibo, Inc.

04-2740118

Yes

04-2740118

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Arkansas, Inc.

04-2505389

Yes

04-2505389

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Bayamon, Inc.

04-2832066

Yes

04-2832066

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Caguas, Inc.

04-2739513

Yes

04-2739513

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Carolina, Inc.

04-2696241

Yes

04-2696241

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Guayama, Inc.

04-2963519

Yes

04-2963519

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Humacao, Inc.

04-3039570

Yes

04-3039570

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Mayaguez, Inc.

04-2594769

Yes

04-2594769

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Ponce, Inc.

04-2521638

Yes

04-2521638

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Puerto Rico, Inc.

04-3167416

Yes

04-3167416

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Rio Piedras, Inc.

04-2968308

Yes

04-2968308

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of San German, Inc.

04-2740117

Yes

04-2740117

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of San Juan, Inc.

04-2520840

Yes

04-2520840

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Brevard County Dialysis, LLC

20-0250202

Yes

20-0250202

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Clermont Dialysis Center, LLC

59-3733739

Yes

59-3733739

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Fondren Dialysis Clinic, Inc.

76-0149309

Yes

76-0149309

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Fresenius Medical Care Capital City, LLC

45-3986512

Yes

45-3986512

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

114

Homestead Artificial Kidney Center, Inc.

59-2263441

Yes

59-2263441

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

116

Jefferson County Dialysis, Inc.

71-0728066

Yes

71-0728066

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

117

KDCO, Inc.

43-1796126

Yes

43-1796126

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

119

Little Rock Dialysis, Inc.

71-0672705

Yes

71-0672705

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

122

Metro Dialysis Center - Normandy, Inc.

43-1585199

Yes

43-1585199

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

123

Metro Dialysis Center - North, Inc.

43-1227361

Yes

43-1227361

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

131

NNA of Louisiana, LLC

62-1848891

Yes

62-1848891

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

157

NRA-Roanoke, Alabama, LLC

33-0997565

Yes

33-0997565

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

161

NRA-Talladega, Alabama, LLC

20-0168987

Yes

20-0168987

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

175

RAI Care Centers of Alabama, LLC

27-2780983

Yes

27-2780983

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

176

RAI Care Centers of Florida I, LLC

20-3275837

Yes

20-3275837

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

177

RAI Care Centers of Florida II, LLC

20-3276388

Yes

20-3276388

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

194

RCG East Texas, LLP

43-2012785

Yes

43-2012785

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

197

RCG Martin, LLC

62-1727016

Yes

62-1727016

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

198

RCG Memphis East, LLC

62-1857812

Yes

62-1857812

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

199

RCG Mississippi, Inc.

62-1628022

Yes

62-1628022

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

200

RCG Pensacola, LLC

90-0123132

Yes

90-0123132

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

208

Renal Care Group of the Ozarks, LLC

05-0592312

Yes

05-0592312

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

220

Renex Dialysis Clinic of Bridgeton, Inc.

43-1717348

Yes

43-1717348

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

221

Renex Dialysis Clinic of Creve Coeur, Inc.

43-1690517

Yes

43-1690517

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

222

Renex Dialysis Clinic of Maplewood, Inc.

43-1804718

Yes

43-1804718

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

226

Renex Dialysis Clinic of St. Louis, Inc.

43-1856441

Yes

43-1856441

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

227

Renex Dialysis Clinic of Tampa, Inc.

59-3244925

Yes

59-3244925

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

228

Renex Dialysis Clinic of University City, Inc.

43-1655681

Yes

43-1655681

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

230

Renex Dialysis Facilities, Inc.

64-0798295

Yes

64-0798295

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

236

St. Louis Regional Dialysis Center, Inc.

62-1084258

Yes

62-1084258

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

239

Stuttgart Dialysis, LLC

71-0779483

Yes

71-0779483

LAKESIDE BILLING GROUP

3850 N CAUSEWAY BLVD

METAIRIE

70002

Bio-Medical Applications of Camarillo, Inc.

04-2957737

Yes

04-2957737

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Bio-Medical Applications of Eureka, Inc.

04-2652260

Yes

04-2652260

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Bio-Medical Applications of Fremont, Inc.

04-3033477

Yes

04-3033477

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Bio-Medical Applications of Fresno, Inc.

04-3017372

Yes

04-3017372

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Bio-Medical Applications of Los Gatos, Inc.

04-3033478

Yes

04-3033478

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Conejo Valley Dialysis, Inc.

95-3249390

Yes

95-3249390

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

167

QualiCenters Albany, Ltd.

84-1177951

Yes

84-1177951

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

169

QualiCenters Coos Bay, Ltd.

93-1116623

Yes

93-1116623

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

186

RAI Care Centers of Northern California I, LLC

20-3273722

Yes

20-3273722

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

187

RAI Care Centers of Northern California II, LLC

20-3276168

Yes

20-3276168

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

188

RAI Care Centers of Oakland II, LLC

26-0703939

Yes

26-0703939

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

190

RAI Care Centers of Southern California I, LLC

20-3275222

Yes

20-3275222

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

191

RAI Care Centers of Southern California II, LLC

20-3276225

Yes

20-3276225

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

203

Renal Care Group Alaska, Inc.

92-0166049

Yes

92-0166049

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

233

Santa Barbara Community Dialysis Center, Inc.

95-2814241

Yes

95-2814241

MESA BILLING GROUP

1750 S MESA DR

MESA

85210

Bio-Medical Applications of Clinton, Inc.

04-3112273

Yes

04-3112273

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

Everest Healthcare Indiana, Inc.

36-3575844

Yes

36-3575844

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

113

Home Dialysis of Muhlenberg County, Inc.

61-1262466

Yes

61-1262466

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

118

Kentucky Renal Care Group, LLC

36-1494425

Yes

36-4494425

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

142

NRA-Crossville, Tennessee, LLC

20-0211899

Yes

20-0211899

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

143

NRA-Farmington, Missouri, LLC

20-4545164

Yes

20-4545164

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

144

NRA-Georgetown, Kentucky, LLC

20-5424005

Yes

20-5424005

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

151

NRA-New Castle, Indiana, LLC

20-5987299

Yes

20-5987299

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

156

NRA-Princeton, Kentucky, LLC

45-0468127

Yes

45-0468127

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

158

NRA-South City, Missouri, LLC

20-2902550

Yes

20-2902550

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

159

NRA-St. Louis (Home Therapy Center), Missouri, LLC

20-5424146

Yes

20-5424146

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

160

NRA-St. Louis, Missouri, LLC

20-2902075

Yes

20-2902075

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

164

NRA-Washington County, Missouri, LLC

20-4718634

Yes

20-4718634

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

165

NRA-Winchester, Indiana, LLC

20-5987315

Yes

20-5987315

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

182

RAI Care Centers of Michigan I, LLC

20-3275900

Yes

20-3275900

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

183

RAI Care Centers of Michigan II, LLC

20-3276543

Yes

20-3276543

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

185

RAI Care Centers of North Carolina II, LLC

20-3276272

Yes

20-3276272

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

G- 2

202

RCG University Division, Inc.

62-1555316

Yes

62-1555316

NASHVILLE BILLING GROUP

1550 W MCEWEN DR

FRANKLIN

37067

Bio-Medical Applications of Connecticut, Inc.

04-2990950

Yes

04-2990950

NEW BEDFORD BILLING GROUP

700 PLEASANT ST

NEW BEDFORD

2740

Bio-Medical Applications of Anacostia, Inc.

04-2716481

Yes

04-2716481

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Columbia Heights, Inc.

04-2583382

Yes

04-2583382

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Northeast D.C., Inc.

04-2832070

Yes

04-2832070

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Southeast Washington, Inc.

04-2633086

Yes

04-2633086

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Clayton County Dialysis, LLC

58-2350026

Yes

58-2350026

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

College Park Dialysis, LLC

56-2293442

Yes

56-2293442

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Columbus Area Renal Alliance, LLC

31-1799562

Yes

31-1799562

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Dialysis Specialists of Marietta, Ltd.

31-1484219

Yes

31-1484219

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Douglas County Dialysis, LLC

59-3663253

Yes

59-3663253

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Everest Healthcare Ohio, Inc.

31-1418495

Yes

31-1418495

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

FMS Delaware Dialysis, LLC

26-1536796

Yes

26-1536796

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

FMS Philadelphia Dialysis, LLC

31-1800532

Yes

31-1800532

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Fresenius Medical Care Harston Hall, LLC

26-4216027

Yes

26-4216027

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

104

Fresenius Medical Care-OSUIM Kidney Centers, LLC

43-2117045

Yes

43-2117045

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

111

Henry Dialysis Center, LLC

58-2415318

Yes

58-2415318

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

112

Holton Dialysis Clinic, LLC

58-2449454

Yes

58-2449454

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

140

NRA-Augusta, Georgia, LLC

20-1773433

Yes

20-1773433

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

141

NRA-Bamberg, South Carolina, LLC

72-1554958

Yes

72-1554958

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

145

NRA-Hogansville, Georgia, LLC

20-3169182

Yes

20-3169182

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

146

NRA-Holly Hill, South Carolina, LLC

72-1555507

Yes

72-1555507

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

147

NRA-Hollywood, South Carolina, LLC

20-2902860

Yes

20-2902860

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

149

NRA-LaGrange, Georgia, LLC

26-0185821

Yes

26-0185821

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

150

NRA-Mt. Pleasant, South Carolina, LLC

20-0838706

Yes

20-0838706

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

152

NRA-Newnan Acquisition, LLC

68-0523317

Yes

68-0523317

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

153

NRA-North Augusta, South Carolina, LLC

20-2902633

Yes

20-2902633

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

154

NRA-Orangeburg, South Carolina, LLC

43-2005251

Yes

43-2005251

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

155

NRA-Palmetto, Georgia, LLC

26-0185501

Yes

26-0185501

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

162

NRA-Valdosta (North), Georgia, LLC

26-0185895

Yes

26-0185895

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

163

NRA-Valdosta, Georgia, LLC

20-5056226

Yes

20-5056226

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

178

RAI Care Centers of Georgia I, LLC

26-4422073

Yes

26-4422073

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

181

RAI Care Centers of Maryland I, LLC

20-3275966

Yes

20-3275966

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

189

RAI Care Centers of South Carolina I, LLC

20-3275735

Yes

20-3275735

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

192

RAI Care Centers of Virginia I, LLC

20-3276076

Yes

20-3276076

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

217

Renal Care Group Toledo, LLC

16-1748061

Yes

16-1748061

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

225

Renex Dialysis Clinic of South Georgia, Inc.

58-2383123

Yes

58-2383123

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

234

Smyrna Dialysis Center, LLC

11-3696702

Yes

11-3696702

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

238

Stone Mountain Dialysis Center, LLC

58-2638661

Yes

58-2638661

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

240

Tappahannock Dialysis Center, Inc.

54-1355720

Yes

54-1355720

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

242

Warrenton Dialysis Facility, Inc.

54-1136812

Yes

54-1136812

PEACHTREE BILLING GROUP

1940 LODGE RD NW

KENNESAW

30144

Bio-Medical Applications of Amarillo, Inc.

04-2649134

Yes

04-2649134

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Bio-Medical Applications of Blue Springs, Inc.

04-2975267

Yes

04-2975267

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Dialysis Specialists of Topeka, Inc.

48-1178898

Yes

48-1178898

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Du Page Dialysis, Ltd.

36-3029873

Yes

36-3029873

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Everest Healthcare Texas, L.P.

36-4321507

Yes

36-4321507

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Fort Scott Regional Dialysis Center, Inc.

43-1474377

Yes

43-1474377

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Fresenius Medical Care - South Texas Kidney, LLC

26-0857967

Yes

26-0857967

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

100

Fresenius Medical Care of Illinois, LLC

56-2296990

Yes

56-2296990

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

132

NNA of Oklahoma, Inc.

62-1842289

Yes

#N/A

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

133

NNA of Oklahoma, L.L.C.

73-1574780

Yes

73-1574780

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

139

NRA-Ada, Oklahoma, LLC

20-3918366

Yes

20-3918366

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

179

RAI Care Centers of Illinois I, LLC

20-3424989

Yes

20-3424989

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

180

RAI Care Centers of Illinois II, LLC

20-3276495

Yes

20-3276495

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

196

RCG Irving, LLP

68-0564355

Yes

68-0564355

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

201

RCG Robstown, LLP

46-0514571

Yes

46-0514571

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

209

Renal Care Group of the Rockies, LLC

84-1596186

Yes

84-1596186

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

218

Renal Care Group-Harlingen, L.P.

74-2967993

Yes

74-2967993

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

235

SSKG, Inc.

36-4085833

Yes

36-4085833

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

237

STAT Dialysis Corporation

74-2775421

Yes

74-2775421

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

241

Terrell Dialysis Center, L.L.C.

36-4247457

Yes

36-4247457

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

244

WSKC Dialysis Services, Inc.

36-2668594

Yes

36-2668594

TYLER BILLING GROUP

1101 E. SE LOOP 323

TYLER

75701

Dialysis Associates of Northern New Jersey, L.L.C.

22-3547454

Use

22-3547454

CLEVELAND

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

Fresenius Kidney Care Pittsburgh, LLC

26-2521636

Use

26-2521636

PEACHTREE

1940 LODGE RD NW

KENNESAW

30144

136

NNA-Saint Barnabas, L.L.C.

14-1851729

Use

14-1851729

CLEVELAND

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

137

NNA-Saint Barnabas-Livingston, L.L.C.

74-3070647

Use

74-3070647

CLEVELAND

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

138

Northern New Jersey Dialysis, L.L.C.

36-4291598

Use

36-4291598

CLEVELAND

25050 COUNTRY CLUB BLVD

NORTH OLMSTED

44070

168

QualiCenters Bend, LLC

84-1306505

Use

84-1306505

MESA

1750 S MESA DR

MESA

85210

170

QualiCenters Eugene-Springfield Ltd.

84-1200211

Use

84-1200211

MESA

1750 S MESA DR

MESA

85210

171

QualiCenters Inland Northwest LLC

84-1300520

Use

84-1300520

MESA

1750 S MESA DR

MESA

85210

172

QualiCenters Pueblo LLC

84-1278890

Use

84-1278890

TYLER

1750 S MESA DR

MESA

85210

173

QualiCenters Salem, LLC

84-1278891

Use

84-1278891

MESA

1750 S MESA DR

MESA

85210

174

QualiCenters Sioux City LLC

39-1884072

Use

39-1884072

TYLER

1101 E. SE LOOP 323

TYLER

75701

G- 3

Exhibit 3

to Amendment

EXHIBIT H

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LIST OF SELLER’S SUBSIDIARIES, DIVISIONS AND TRADENAMES

Wholly owned :

Bio-Medical Applications Management Company, Inc.

Bio-Medical Applications of Illinois, Inc.

Dialysis America Alabama, LLC

Fresenius Medical Care Dialysis Services - Oregon, LLC

Fresenius Medical Care Insurance Group, LLC

Fresenius Medical Care of Illinois, LLC

Fresenius Medical Seamless Care, LLC

Fresenius Medical Care Ventures Holding Company, Inc.

Haemo-Stat, Inc.

Home Intensive Care, Inc.

Lallendorf Road Realty, LLC

NMC A, LLC

NMC Funding Corporation

NMC Services, Inc.

QCI Holdings, Inc.

Quality Care Dialysis Center of Vega Baja, Inc.

Renal Research Institute, LLC

Spectra Renal Research, LLC

U.S. Vascular Access Holdings, LLC

Elevate365, LLC

New Highway Realty, LLC

Netherland Realty, LLC

Muskegon New Realty, LLC

Houston Coffee Real Estate, LLC

Partially owned (other member is another wholly owned entity) :

QualiCenters Eugene-Springfield, Ltd. (49%)

QualiCenters Inland Northwest L.L.C. (30%)

QualiCenters Louisville LLC (20%)

QualiCenters Salem LLC (40%)

QualiCenters Sioux City, LLC (49%)

Fresenius Medical Care Lake County, LLC (25.38%)

Tradenames :

Seller: Fresenius Medical Care North America

H- 1

Subsidiaries: Fresenius Vascular Care

Azura Vascular Care

Elevate365

H- 2

Exhibit 4

to Amendment

FORM OF AMENDMENT NO. 7

TO TRANSFERRING AFFILIATE LETTER

[attached]

EXECUTION VERSION

AMENDMENT NO. 7

Dated as of December 20, 2018

AMENDED AND RESTATED TRANSFERRING AFFILIATE LETTER

Dated as of October 16, 2008

THIS AMENDMENT NO. 7 (this “ Amendment ”) dated as of December 20, 2018 is entered into by and among (i) NATIONAL MEDICAL CARE, INC., a Delaware corporation (the “ Seller ”), (ii) the entities listed on the signature pages hereof under the heading “New Transferring Affiliates” (together, the “ New Transferring Affiliates ”) and (iii) the other entities listed on the signature pages hereof under the heading “ Existing Transferring Affiliates ” (collectively, the “ Existing Transferring Affiliates ” and, together with the New Transferring Affiliates, the “ Transferring Affiliates ”).

PRELIMINARY STATEMENT

SECTION 1. Amendments .

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Transferring Affiliate Letter is hereby amended as follows:

New Transferring Affiliates

Fresenius Kidney Care Pittsburgh, LLC

College Park Dialysis, LLC

Fresenius Medical Care Capital City, LLC

Terminated Transferring Affiliates

Fresenius Medical Care Ventures Holding Company, Inc.

Bio-Medical Applications of Capitol Hill, Inc.

Bio-Medical Applications of Oakland, Inc.

Bio-Medical Applications of Ukiah, Inc.

Bio-Medical Applications of Woonsocket, Inc.

Everest Healthcare Texas Holding Corp.

Fresenius Medical Care Apheresis Services, LLC

Fresenius Medical Care Healthcare Recruitment, LLC

Fresenius Medical Care of Nebraska, LLC

Fresenius Medical Care PSO, LLC

Home Dialysis of America, Inc.

National Nephrology Associates Management Company of Texas, Inc.

NMC Services, Inc.

NNA of Nevada, Inc.

NNA Management Company of Kentucky, Inc.

NNA Management Company of Louisiana, Inc.

North Buckner Dialysis Center, Inc.

NRA-Bay City, Texas, LLC

QualiCenters, Inc.

RAI Care Centers of Tennessee, LLC

RCG Memphis, LLC

Renal Care Group Michigan, Inc.

Renal Care Group Ohio, Inc.

Renal Care Group Southwest Holdings, Inc.

Renex Corp.

Renex Dialysis Clinic of Philadelphia, Inc.

Wharton Dialysis, Inc.

SECTION 3. Covenants, Representations and Warranties of the Transferring Affiliates .

3.5 Upon the effectiveness of this Amendment, the Seller hereby represents, warrants and affirms that, excluding the Terminated Transferring Affiliates, the list of entities on

SECTION 4. Reference to and Effect on the Transferring Affiliate Letter .

SECTION 5. Governing Law . THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

SECTION 6. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.

SECTION 7. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.

	New Transferring Affiliates:

		FRESENIUS KIDNEY CARE PITTSBURGH, LLC
		COLLEGE PARK DIALYSIS, LLC
		FRESENIUS MEDICAL CARE CAPITAL CITY, LLC

		(each a “New Transferring Affiliate”)

		By:
		Name:
		Title:

	Existing Transferring Affiliates:

	1.	APHERESIS CARE GROUP, INC.
	2.	BIO-MEDICAL APPLICATIONS MANAGEMENT COMPANY, INC.
	3.	BIO-MEDICAL APPLICATIONS OF ALABAMA, INC.
	4.	BIO-MEDICAL APPLICATIONS OF AMARILLO, INC.
	5.	BIO-MEDICAL APPLICATIONS OF ANACOSTIA, INC.
	6.	BIO-MEDICAL APPLICATIONS OF AQUADILLA, INC.
	7.	BIO-MEDICAL APPLICATIONS OF ARECIBO, INC.
	8.	BIO-MEDICAL APPLICATIONS OF ARKANSAS, INC.
	9.	BIO-MEDICAL APPLICATIONS OF BAYAMON, INC.
	10.	BIO-MEDICAL APPLICATIONS OF BLUE SPRINGS, INC.
	11.	BIO-MEDICAL APPLICATIONS OF CAGUAS, INC.
	12.	BIO-MEDICAL APPLICATIONS OF CALIFORNIA, INC.
	13.	BIO-MEDICAL APPLICATIONS OF CAMARILLO, INC.
	14.	BIO-MEDICAL APPLICATIONS OF CAROLINA, INC.
	15.	BIO-MEDICAL APPLICATIONS OF CLINTON, INC.
	16.	BIO-MEDICAL APPLICATIONS OF COLUMBIA HEIGHTS, INC.
	17.	BIO-MEDICAL APPLICATIONS OF CONNECTICUT, INC.
	18.	BIO-MEDICAL APPLICATIONS OF DELAWARE, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	19.	BIO-MEDICAL APPLICATIONS OF DOVER, INC.
	20.	BIO-MEDICAL APPLICATIONS OF EUREKA, INC.
	21.	BIO-MEDICAL APPLICATIONS OF FAYETTEVILLE, INC.
	22.	BIO-MEDICAL APPLICATIONS OF FLORIDA, INC.
	23.	BIO-MEDICAL APPLICATIONS OF FREMONT, INC.
	24.	BIO-MEDICAL APPLICATIONS OF FRESNO, INC.
	25.	BIO-MEDICAL APPLICATIONS OF GEORGIA, INC.
	26.	BIO-MEDICAL APPLICATIONS OF GUAYAMA, INC.
	27.	BIO-MEDICAL APPLICATIONS OF HUMACAO, INC.
	28.	BIO-MEDICAL APPLICATIONS OF ILLINOIS, INC.
	29.	BIO-MEDICAL APPLICATIONS OF INDIANA, INC.
	30.	BIO-MEDICAL APPLICATIONS OF KANSAS, INC.
	31.	BIO-MEDICAL APPLICATIONS OF KENTUCKY, INC.
	32.	BIO-MEDICAL APPLICATIONS OF LOS GATOS, INC.
	33.	BIO-MEDICAL APPLICATIONS OF LOUISIANA, LLC
	34.	BIO-MEDICAL APPLICATIONS OF MAINE, INC.
	35.	BIO-MEDICAL APPLICATIONS OF MANCHESTER, INC.
	36.	BIO-MEDICAL APPLICATIONS OF MARYLAND, INC.
	37.	BIO-MEDICAL APPLICATIONS OF MASSACHUSETTS, INC.
	38.	BIO-MEDICAL APPLICATIONS OF MAYAGUEZ, INC.
	39.	BIO-MEDICAL APPLICATIONS OF MICHIGAN, INC.
	40.	BIO-MEDICAL APPLICATIONS OF MINNESOTA, INC.
	41.	BIO-MEDICAL APPLICATIONS OF MISSISSIPPI, INC.
	42.	BIO-MEDICAL APPLICATIONS OF MISSOURI, INC.
	43.	BIO-MEDICAL APPLICATIONS OF NEW HAMPSHIRE, INC.
	44.	BIO-MEDICAL APPLICATIONS OF NEW JERSEY, INC.
	45.	BIO-MEDICAL APPLICATIONS OF NEW MEXICO, INC.
	46.	BIO-MEDICAL APPLICATIONS OF NORTH CAROLINA, INC.
	47.	BIO-MEDICAL APPLICATIONS OF NORTHEAST D.C., INC.
	48.	BIO-MEDICAL APPLICATIONS OF OHIO, INC.
	49.	BIO-MEDICAL APPLICATIONS OF OKLAHOMA, INC.
	50.	BIO-MEDICAL APPLICATIONS OF PENNSYLVANIA, INC.
	51.	BIO-MEDICAL APPLICATIONS OF PONCE, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	52.	BIO-MEDICAL APPLICATIONS OF PUERTO RICO, INC.
	53.	BIO-MEDICAL APPLICATIONS OF RHODE ISLAND, INC.
	54.	BIO-MEDICAL APPLICATIONS OF RIO PIEDRAS, INC.
	55.	BIO-MEDICAL APPLICATIONS OF SAN GERMAN, INC.
	56.	BIO-MEDICAL APPLICATIONS OF SAN JUAN, INC.
	57.	BIO-MEDICAL APPLICATIONS OF SOUTH CAROLINA, INC.
	58.	BIO-MEDICAL APPLICATIONS OF SOUTHEAST WASHINGTON, INC.
	59.	BIO-MEDICAL APPLICATIONS OF TENNESSEE, INC.
	60.	BIO-MEDICAL APPLICATIONS OF TEXAS, INC.
	61.	BIO-MEDICAL APPLICATIONS OF THE DISTRICT OF COLUMBIA, INC.
	62.	BIO-MEDICAL APPLICATIONS OF VIRGINIA, INC.
	63.	BIO-MEDICAL APPLICATIONS OF WEST VIRGINIA, INC.
	64.	BIO-MEDICAL APPLICATIONS OF WISCONSIN, INC.
	65.	BIO-MEDICAL APPLICATIONS OF WYOMING, LLC
	66.	BREVARD COUNTY DIALYSIS, LLC
	67.	CLAYTON COUNTY DIALYSIS, LLC
	68.	CLERMONT DIALYSIS CENTER, LLC
	69.	COLUMBUS AREA RENAL ALLIANCE, LLC
	70.	CONEJO VALLEY DIALYSIS, INC.
	71.	DIALYSIS AMERICA GEORGIA, LLC
	72.	DIALYSIS ASSOCIATES OF NORTHERN NEW JERSEY, L.L.C.
	73.	DIALYSIS CENTERS OF AMERICA - ILLINOIS, INC.
	74.	DIALYSIS MANAGEMENT CORPORATION
	75.	DIALYSIS SERVICES OF ATLANTA, INC.
	76.	DIALYSIS SERVICES OF CINCINNATI, INC.
	77.	DIALYSIS SPECIALISTS OF MARIETTA, LTD.
	78.	DIALYSIS SPECIALISTS OF TOPEKA, INC.
	79.	DOUGLAS COUNTY DIALYSIS, LLC
	80.	DU PAGE DIALYSIS LTD.
	81.	EVEREST HEALTHCARE HOLDINGS, INC.
	82.	EVEREST HEALTHCARE INDIANA, INC.
	83.	EVEREST HEALTHCARE OHIO, INC.
	84.	EVEREST HEALTHCARE RHODE ISLAND, INC.
	85.	EVEREST HEALTHCARE TEXAS, L.P.
	86.	FMS DELAWARE DIALYSIS, LLC
	87.	FMS PHILADELPHIA DIALYSIS, LLC

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	88.	FONDREN DIALYSIS CLINIC, INC.
	89.	FORT SCOTT REGIONAL DIALYSIS CENTER, INC.
	90.	FOUR STATE REGIONAL DIALYSIS CENTER, INC.
	91.	FRESENIUS MANAGEMENT SERVICES, INC.
	92.	FRESENIUS MEDICAL CARE – SOUTH TEXAS KIDNEY, LLC
	93.	FRESENIUS MEDICAL CARE DIALYSIS SERVICES COLORADO, LLC
	94.	FRESENIUS MEDICAL CARE DIALYSIS SERVICES-OREGON, LLC
	95.	FRESENIUS MEDICAL CARE HARSTON HALL, LLC
	96.	FRESENIUS MEDICAL CARE HOLDINGS, INC.
	97.	FRESENIUS MEDICAL CARE OF ILLINOIS, LLC
	98.	FRESENIUS MEDICAL CARE OF MONTANA, LLC
	99.	FRESENIUS MEDICAL CARE VENTURES, LLC
	100.	FRESENIUS MEDICAL CARE WEST BEXAR, LLC
	101.	FRESENIUS MEDICAL CARE-OSUIM KIDNEY CENTERS, LLC
	102.	FRESENIUS USA MANUFACTURING, INC.
	103.	FRESENIUS USA MARKETING, INC.
	104.	FRESENIUS USA, INC.
	105.	GULF REGION MOBILE DIALYSIS, INC.
	106.	HAEMO-STAT, INC.
	107.	HAUPPAUGE DIALYSIS CENTER, LLC
	108.	HENRY DIALYSIS CENTER, LLC
	109.	HOLTON DIALYSIS CLINIC, LLC
	110.	HOME DIALYSIS OF MUHLENBERG COUNTY, INC.
	111.	HOMESTEAD ARTIFICIAL KIDNEY CENTER, INC.
	112.	INLAND NORTHWEST RENAL CARE GROUP, LLC
	113.	JEFFERSON COUNTY DIALYSIS, INC.
	114.	KDCO, INC.
	115.	KENTUCKY RENAL CARE GROUP, LLC
	116.	LITTLE ROCK DIALYSIS, INC.
	117.	MAUMEE DIALYSIS SERVICES, LLC
	118.	METRO DIALYSIS CENTER - NORMANDY, INC.
	119.	METRO DIALYSIS CENTER - NORTH, INC.
	120.	NATIONAL MEDICAL CARE, INC.
	121.	NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P.
	122.	NEW YORK DIALYSIS SERVICES, INC.
	123.	NNA OF ALABAMA, INC.
	124.	NNA OF EAST ORANGE, L.L.C.
	125.	NNA OF GEORGIA, INC.
	126.	NNA OF HARRISON, L.L.C.
	127.	NNA OF LOUISIANA, LLC
	128.	NNA OF OKLAHOMA, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	129.	NNA OF OKLAHOMA, L.L.C.
	130.	NNA OF RHODE ISLAND, INC.
	131.	NNA OF TOLEDO, INC.
	132.	NNA-SAINT BARNABAS-LIVINGSTON, L.L.C.
	133.	NNA-SAINT BARNABAS, L.L.C.
	134.	NORTHEAST ALABAMA KIDNEY CLINIC, INC.
	135.	NORTHERN NEW JERSEY DIALYSIS, L.L.C.
	136.	NRA-ADA, OKLAHOMA, LLC
	137.	NRA-AUGUSTA, GEORGIA, LLC
	138.	NRA-BAMBERG, SOUTH CAROLINA, LLC
	139.	NRA-CROSSVILLE, TENNESSEE, LLC
	140.	NRA-FARMINGTON, MISSOURI, LLC
	141.	NRA-GEORGETOWN, KENTUCKY, LLC
	142.	NRA-HOGANSVILLE, GEORGIA, LLC
	143.	NRA-HOLLY HILL, SOUTH CAROLINA, LLC
	144.	NRA-HOLLYWOOD, SOUTH CAROLINA, LLC
	145.	NRA-INPATIENT DIALYSIS, LLC
	146.	NRA-LAGRANGE, GEORGIA, LLC
	147.	NRA-MT. PLEASANT, SOUTH CAROLINA, LLC
	148.	NRA-NEW CASTLE, INDIANA, LLC
	149.	NRA-NEWNAN ACQUISITION, LLC
	150.	NRA-NORTH AUGUSTA, SOUTH CAROLINA, LLC
	151.	NRA-ORANGEBURG, SOUTH CAROLINA, LLC
	152.	NRA-PALMETTO, GEORGIA, LLC
	153.	NRA-PRINCETON, KENTUCKY, LLC
	154.	NRA-ROANOKE, ALABAMA, LLC
	155.	NRA-SOUTH CITY, MISSOURI, LLC
	156.	NRA-ST. LOUIS (HOME THERAPY CENTER), MISSOURI, LLC
	157.	NRA-ST. LOUIS, MISSOURI, LLC
	158.	NRA-TALLADEGA, ALABAMA, LLC
	159.	NRA-VALDOSTA (NORTH), GEORGIA, LLC
	160.	NRA-VALDOSTA, GEORGIA, LLC
	161.	NRA-VARNVILLE, SOUTH CAROLINA, LLC
	162.	NRA-WASHINGTON COUNTY, MISSOURI, LLC
	163.	NRA-WINCHESTER, INDIANA, LLC
	164.	PHYSICIANS DIALYSIS COMPANY, INC.
	165.	QUALICENTERS ALBANY, LTD.
	166.	QUALICENTERS BEND LLC
	167.	QUALICENTERS COOS BAY, LTD.
	168.	QUALICENTERS EUGENE-SPRINGFIELD, LTD.
	169.	QUALICENTERS INLAND NORTHWEST L.L.C.
	170.	QUALICENTERS PUEBLO LLC
	171.	QUALICENTERS SALEM LLC
	172.	QUALICENTERS SIOUX CITY, LLC
	173.	RAI CARE CENTERS OF ALABAMA, LLC

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	174.	RAI CARE CENTERS OF FLORIDA I, LLC
	175.	RAI CARE CENTERS OF FLORIDA II, LLC
	176.	RAI CARE CENTERS OF GEORGIA I, LLC
	177.	RAI CARE CENTERS OF ILLINOIS I, LLC
	178.	RAI CARE CENTERS OF ILLINOIS II, LLC
	179.	RAI CARE CENTERS OF MARYLAND I, LLC
	180.	RAI CARE CENTERS OF MICHIGAN I, LLC
	181.	RAI CARE CENTERS OF MICHIGAN II, LLC
	182.	RAI CARE CENTERS OF NEBRASKA II, LLC
	183.	RAI CARE CENTERS OF NORTH CAROLINA II, LLC
	184.	RAI CARE CENTERS OF NORTHERN CALIFORNIA I, LLC
	185.	RAI CARE CENTERS OF NORTHERN CALIFORNIA II, LLC
	186.	RAI CARE CENTERS OF OAKLAND II, LLC
	187.	RAI CARE CENTERS OF SOUTH CAROLINA I, LLC
	188.	RAI CARE CENTERS OF SOUTHERN CALIFORNIA I, LLC
	189.	RAI CARE CENTERS OF SOUTHERN CALIFORNIA II, LLC
	190.	RAI CARE CENTERS OF VIRGINIA I, LLC
	191.	RCG BLOOMINGTON, LLC
	192.	RCG EAST TEXAS, LLP
	193.	RCG INDIANA, L.L.C.
	194.	RCG IRVING, LLP
	195.	RCG MARTIN, LLC
	196.	RCG MEMPHIS EAST, LLC
	197.	RCG MISSISSIPPI, INC.
	198.	RCG PENSACOLA, LLC
	199.	RCG ROBSTOWN, LLP
	200.	RCG UNIVERSITY DIVISION, INC.
	201.	RENAL CARE GROUP, INC.
	202.	RENAL CARE GROUP ALASKA, INC.
	203.	RENAL CARE GROUP EAST, INC.
	204.	RENAL CARE GROUP MAPLEWOOD, LLC
	205.	RENAL CARE GROUP NORTHWEST, INC.
	206.	RENAL CARE GROUP OF THE MIDWEST, INC.
	207.	RENAL CARE GROUP OF THE OZARKS, LLC
	208.	RENAL CARE GROUP OF THE ROCKIES, LLC
	209.	RENAL CARE GROUP OF THE SOUTH, INC.
	210.	RENAL CARE GROUP OF THE SOUTHEAST, INC.
	211.	RENAL CARE GROUP SOUTH NEW MEXICO, LLC
	212.	RENAL CARE GROUP SOUTHWEST MICHIGAN, LLC
	213.	RENAL CARE GROUP SOUTHWEST, L.P.
	214.	RENAL CARE GROUP TERRE HAUTE, LLC

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	215.	RENAL CARE GROUP TEXAS, INC.
	216.	RENAL CARE GROUP TOLEDO, LLC
	217.	RENAL CARE GROUP-HARLINGEN, L.P.
	218.	RENALPARTNERS, INC.
	219.	RENEX DIALYSIS CLINIC OF BLOOMFIELD, INC.
	220.	RENEX DIALYSIS CLINIC OF BRIDGETON, INC.
	221.	RENEX DIALYSIS CLINIC OF CREVE COEUR, INC.
	222.	RENEX DIALYSIS CLINIC OF MAPLEWOOD, INC.
	223.	RENEX DIALYSIS CLINIC OF ORANGE, INC.
	224.	RENEX DIALYSIS CLINIC OF PITTSBURGH, INC.
	225.	RENEX DIALYSIS CLINIC OF SOUTH GEORGIA, INC.
	226.	RENEX DIALYSIS CLINIC OF ST. LOUIS, INC.
	227.	RENEX DIALYSIS CLINIC OF TAMPA, INC.
	228.	RENEX DIALYSIS CLINIC OF UNIVERSITY CITY, INC.
	229.	RENEX DIALYSIS CLINIC OF WOODBURY, INC.
	230.	RENEX DIALYSIS FACILITIES, INC.
	231.	SAINT LOUIS RENAL CARE, LLC
	232.	SAN DIEGO DIALYSIS SERVICES, INC.
	233.	SANTA BARBARA COMMUNITY DIALYSIS CENTER, INC.
	234.	SMYRNA DIALYSIS CENTER, LLC
	235.	SSKG, INC.
	236.	ST. LOUIS REGIONAL DIALYSIS CENTER, INC.
	237.	STAT DIALYSIS CORPORATION
	238.	STONE MOUNTAIN DIALYSIS CENTER, LLC
	239.	STUTTGART DIALYSIS, LLC
	240.	TAPPAHANNOCK DIALYSIS CENTER, INC.
	241.	TERRELL DIALYSIS CENTER, L.L.C.
	242.	WARRENTON DIALYSIS FACILITY, INC.
	243.	WEST END DIALYSIS CENTER, INC.
	244.	WSKC DIALYSIS SERVICES, INC.

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

		(each an “Existing Transferring Affiliate”)

	By:
	Name:
	Title:

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	FRESENIUS MEDICAL CARE VENTURES HOLDING COMPANY, INC.
	BIO-MEDICAL APPLICATIONS OF CAPITOL HILL, INC.
	BIO-MEDICAL APPLICATIONS OF OAKLAND, INC.
	BIO-MEDICAL APPLICATIONS OF UKIAH, INC.
	BIO-MEDICAL APPLICATIONS OF WOONSOCKET, INC.
	EVEREST HEALTHCARE TEXAS HOLDING CORP.
	FRESENIUS MEDICAL CARE APHERESIS SERVICES, LLC
	FRESENIUS MEDICAL CARE HEALTHCARE RECRUITMENT, LLC
	FRESENIUS MEDICAL CARE OF NEBRASKA, LLC
	FRESENIUS MEDICAL CARE PSO, LLC
	HOME DIALYSIS OF AMERICA, INC.
	NATIONAL NEPHROLOGY ASSOCIATES
	MANAGEMENT COMPANY OF TEXAS,
	NMC SERVICES, INC.
	NNA OF NEVADA, INC.
	NNA MANAGEMENT COMPANY OF KENTUCKY, INC.
	NNA MANAGEMENT COMPANY OF LOUISIANA, INC.
	NORTH BUCKNER DIALYSIS CENTER, INC.
	NRA-BAY CITY, TEXAS, LLC
	QUALICENTERS, INC.
	RAI CARE CENTERS OF TENNESSEE, LLC
	RCG MEMPHIS, LLC
	RENAL CARE GROUP MICHIGAN, INC.
	RENAL CARE GROUP OHIO, INC.
	RENAL CARE GROUP SOUTHWEST HOLDINGS, INC.
	RENEX CORP.
	RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC.
	WHARTON DIALYSIS, INC.

		(each, an “Existing Transferring Affiliate” and a “Terminated Transferring Affiliate”)

	By:
	Name:
	Title:

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

	NATIONAL MEDICAL CARE, INC.

	By:
	Name:
	Title:

Signature Page

Amendment No. 7 to Amended and Restated Transferring Affiliate Letter

Exhibit 5

to Amendment

EXHIBIT J

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

LIST OF TRANSFERRING AFFILIATES, CHIEF EXECUTIVE

OFFICES OF TRANSFERRING AFFILIATES AND TRADENAMES

SECTIONS 2.7(b), 3.1(i) and 3.1(k)(iv)

1	Apheresis Care Group, Inc.
2	Bio-Medical Applications Management Company, Inc.
3	Bio-Medical Applications of Alabama, Inc.
4	Bio-Medical Applications of Amarillo, Inc.
5	Bio-Medical Applications of Anacostia, Inc.
6	Bio-Medical Applications of Aquadilla, Inc.
7	Bio-Medical Applications of Arecibo, Inc.
8	Bio-Medical Applications of Arkansas, Inc.
9	Bio-Medical Applications of Bayamon, Inc.
10	Bio-Medical Applications of Blue Springs, Inc.
11	Bio-Medical Applications of Caguas, Inc.
12	Bio-Medical Applications of California, Inc.
13	Bio-Medical Applications of Camarillo, Inc.
14	Bio-Medical Applications of Carolina, Inc.
15	Bio-Medical Applications of Clinton, Inc.
16	Bio-Medical Applications of Columbia Heights, Inc.
17	Bio-Medical Applications of Connecticut, Inc.
18	Bio-Medical Applications of Delaware, Inc.
19	Bio-Medical Applications of Dover, Inc.
20	Bio-Medical Applications of Eureka, Inc.
21	Bio-Medical Applications of Fayetteville, Inc.
22	Bio-Medical Applications of Florida, Inc.
23	Bio-Medical Applications of Fremont, Inc.
24	Bio-Medical Applications of Fresno, Inc.
25	Bio-Medical Applications of Georgia, Inc.
26	Bio-Medical Applications of Guayama, Inc.
27	Bio-Medical Applications of Humacao, Inc.
28	Bio-Medical Applications of Illinois, Inc.
29	Bio-Medical Applications of Indiana, Inc.

J- 1

30	Bio-Medical Applications of Kansas, Inc.
31	Bio-Medical Applications of Kentucky, Inc.
32	Bio-Medical Applications of Los Gatos, Inc.
33	Bio-Medical Applications of Louisiana, LLC
34	Bio-Medical Applications of Maine, Inc.
35	Bio-Medical Applications of Manchester, Inc.
36	Bio-Medical Applications of Maryland, Inc.
37	Bio-Medical Applications of Massachusetts, Inc.
38	Bio-Medical Applications of Mayaguez, Inc.
39	Bio-Medical Applications of Michigan, Inc.
40	Bio-Medical Applications of Minnesota, Inc.
41	Bio-Medical Applications of Mississippi, Inc.
42	Bio-Medical Applications of Missouri, Inc.
43	Bio-Medical Applications of New Hampshire, Inc.
44	Bio-Medical Applications of New Jersey, Inc.
45	Bio-Medical Applications of New Mexico, Inc.
46	Bio-Medical Applications of North Carolina, Inc.
47	Bio-Medical Applications of Northeast D.C., Inc.
48	Bio-Medical Applications of Ohio, Inc.
49	Bio-Medical Applications of Oklahoma, Inc.
50	Bio-Medical Applications of Pennsylvania, Inc.
51	Bio-Medical Applications of Ponce, Inc.
52	Bio-Medical Applications of Puerto Rico, Inc.
53	Bio-Medical Applications of Rhode Island, Inc.
54	Bio-Medical Applications of Rio Piedras, Inc.
55	Bio-Medical Applications of San German, Inc.
56	Bio-Medical Applications of San Juan, Inc.
57	Bio-Medical Applications of South Carolina, Inc.
58	Bio-Medical Applications of Southeast Washington, Inc.
59	Bio-Medical Applications of Tennessee, Inc.
60	Bio-Medical Applications of Texas, Inc.
61	Bio-Medical Applications of the District of Columbia, Inc.
62	Bio-Medical Applications of Virginia, Inc.
63	Bio-Medical Applications of West Virginia, Inc.
64	Bio-Medical Applications of Wisconsin, Inc.
65	Bio-Medical Applications of Wyoming, LLC
66	Brevard County Dialysis, LLC
67	Clayton County Dialysis, LLC
68	Clermont Dialysis Center, LLC
69	College Park Dialysis, LLC

J- 2

70	Columbus Area Renal Alliance, LLC
71	Conejo Valley Dialysis, Inc.
72	Dialysis America Georgia, LLC
73	Dialysis Associates of Northern New Jersey, L.L.C.
74	Dialysis Centers of America - Illinois, Inc.
75	Dialysis Management Corporation
76	Dialysis Services of Atlanta, Inc.
77	Dialysis Services of Cincinnati, Inc.
78	Dialysis Specialists of Marietta, Ltd.
79	Dialysis Specialists of Topeka, Inc.
80	Douglas County Dialysis, LLC
81	Du Page Dialysis, Ltd.
82	Everest Healthcare Holdings, Inc.
83	Everest Healthcare Indiana, Inc.
84	Everest Healthcare Ohio, Inc.
85	Everest Healthcare Rhode Island, Inc.
86	Everest Healthcare Texas, L.P.
87	FMS Delaware Dialysis, LLC
88	FMS Philadelphia Dialysis, LLC
89	Fondren Dialysis Clinic, Inc.
90	Fort Scott Regional Dialysis Center, Inc.
91	Four State Regional Dialysis Center, Inc.
92	Fresenius Kidney Care Pittsburgh, LLC
93	Fresenius Management Services, Inc.
94	Fresenius Medical Care - South Texas Kidney, LLC
95	Fresenius Medical Care Capital City, LLC
96	Fresenius Medical Care Dialysis Services - Oregon, LLC
97	Fresenius Medical Care Dialysis Services Colorado LLC
98	Fresenius Medical Care Harston Hall, LLC
99	Fresenius Medical Care Holdings, Inc.
100	Fresenius Medical Care of Illinois, LLC
101	Fresenius Medical Care of Montana, LLC
102	Fresenius Medical Care Ventures, LLC
103	Fresenius Medical Care West Bexar, LLC
104	Fresenius Medical Care-OSUIM Kidney Centers, LLC
105	Fresenius USA Manufacturing, Inc.
106	Fresenius USA Marketing, Inc.
107	Fresenius USA, Inc.
108	Gulf Region Mobile Dialysis, Inc.
109	Haemo-Stat, Inc.

J- 3

110	Hauppauge Dialysis Center, LLC
111	Henry Dialysis Center, LLC
112	Holton Dialysis Clinic, LLC
113	Home Dialysis of Muhlenberg County, Inc.
114	Homestead Artificial Kidney Center, Inc.
115	Inland Northwest Renal Care Group, LLC
116	Jefferson County Dialysis, Inc.
117	KDCO, Inc.
118	Kentucky Renal Care Group, LLC
119	Little Rock Dialysis, Inc.
120	Maumee Dialysis Services, LLC
121	Metro Dialysis Center - Normandy, Inc.
122	Metro Dialysis Center - North, Inc.
123	National Medical Care, Inc.
124	National Nephrology Associates of Texas, L.P.
125	New York Dialysis Services, Inc.
126	NNA of Alabama, Inc.
127	NNA of East Orange, L.L.C.
128	NNA of Georgia, Inc.
129	NNA of Harrison, L.L.C.
130	NNA of Louisiana, LLC
131	NNA of Oklahoma, Inc.
132	NNA of Oklahoma, L.L.C.
133	NNA of Rhode Island, Inc.
134	NNA of Toledo, Inc.
135	NNA-Saint Barnabas, L.L.C.
136	NNA-Saint Barnabas-Livingston, L.L.C.
138	Northeast Alabama Kidney Clinic, Inc.
138	Northern New Jersey Dialysis, L.L.C.
139	NRA-Ada, Oklahoma, LLC
140	NRA-Augusta, Georgia, LLC
141	NRA-Bamberg, South Carolina, LLC
142	NRA-Crossville, Tennessee, LLC
143	NRA-Farmington, Missouri, LLC
144	NRA-Georgetown, Kentucky, LLC
145	NRA-Hogansville, Georgia, LLC
146	NRA-Holly Hill, South Carolina, LLC
147	NRA-Hollywood, South Carolina, LLC
148	NRA-Inpatient Dialysis, LLC
149	NRA-LaGrange, Georgia, LLC
150	NRA-Mt. Pleasant, South Carolina, LLC

J- 4

151	NRA-New Castle, Indiana, LLC
152	NRA-Newnan Acquisition, LLC
153	NRA-North Augusta, South Carolina, LLC
154	NRA-Orangeburg, South Carolina, LLC
155	NRA-Palmetto, Georgia, LLC
156	NRA-Princeton, Kentucky, LLC
157	NRA-Roanoke, Alabama, LLC
158	NRA-South City, Missouri, LLC
159	NRA-St. Louis (Home Therapy Center), Missouri, LLC
160	NRA-St. Louis, Missouri, LLC
161	NRA-Talladega, Alabama, LLC
162	NRA-Valdosta (North), Georgia, LLC
163	NRA-Valdosta, Georgia, LLC
165	NRA-Varnville, South Carolina, LLC
165	NRA-Washington County, Missouri, LLC
166	NRA-Winchester, Indiana, LLC
167	Physicians Dialysis Company, Inc.
168	QualiCenters Albany, Ltd.
169	QualiCenters Bend, LLC
170	QualiCenters Coos Bay, Ltd.
171	QualiCenters Eugene-Springfield Ltd.
172	QualiCenters Inland Northwest LLC
173	QualiCenters Pueblo LLC
174	QualiCenters Salem, LLC
175	QualiCenters Sioux City LLC
176	RAI Care Centers of Alabama, LLC
177	RAI Care Centers of Florida I, LLC
178	RAI Care Centers of Florida II, LLC
179	RAI Care Centers of Georgia I, LLC
180	RAI Care Centers of Illinois I, LLC
181	RAI Care Centers of Illinois II, LLC
182	RAI Care Centers of Maryland I, LLC
183	RAI Care Centers of Michigan I, LLC
184	RAI Care Centers of Michigan II, LLC
185	RAI Care Centers of Nebraska II, LLC
186	RAI Care Centers of North Carolina II, LLC
187	RAI Care Centers of Northern California I, LLC
188	RAI Care Centers of Northern California II, LLC
189	RAI Care Centers of Oakland II, LLC
190	RAI Care Centers of South Carolina I, LLC
191	RAI Care Centers of Southern California I, LLC

J- 5

192	RAI Care Centers of Southern California II, LLC
193	RAI Care Centers of Virginia I, LLC
194	RCG Bloomington, LLC
195	RCG East Texas, LLP
196	RCG Indiana, L.L.C.
197	RCG Irving, LLP
198	RCG Martin, LLC
199	RCG Memphis East, LLC
200	RCG Mississippi, Inc.
201	RCG Pensacola, LLC
202	RCG Robstown, LLP
203	RCG University Division, Inc.
205	Renal Care Group, Inc.
205	Renal Care Group Alaska, Inc.
206	Renal Care Group East, Inc.
207	Renal Care Group Maplewood, LLC
208	Renal Care Group Northwest, Inc.
209	Renal Care Group of the Midwest, Inc.
210	Renal Care Group of the Ozarks, LLC
211	Renal Care Group of the Rockies, LLC
212	Renal Care Group of the South, Inc.
213	Renal Care Group of the Southeast, Inc.
214	Renal Care Group South New Mexico, LLC
215	Renal Care Group Southwest Michigan, LLC
216	Renal Care Group Southwest, L.P.
217	Renal Care Group Terre Haute, LLC
218	Renal Care Group Texas, Inc.
219	Renal Care Group Toledo, LLC
220	Renal Care Group-Harlingen, L.P.
222	RenalPartners, Inc.
222	Renex Dialysis Clinic of Bloomfield, Inc.
223	Renex Dialysis Clinic of Bridgeton, Inc.
224	Renex Dialysis Clinic of Creve Coeur, Inc.
225	Renex Dialysis Clinic of Maplewood, Inc.
226	Renex Dialysis Clinic of Orange, Inc.
227	Renex Dialysis Clinic of Pittsburgh, Inc.
228	Renex Dialysis Clinic of South Georgia, Inc.
229	Renex Dialysis Clinic of St. Louis, Inc.
230	Renex Dialysis Clinic of Tampa, Inc.
231	Renex Dialysis Clinic of University City, Inc.
232	Renex Dialysis Clinic of Woodbury, Inc.

J- 6

233	Renex Dialysis Facilities, Inc.
234	Saint Louis Renal Care, LLC
235	San Diego Dialysis Services, Inc.
236	Santa Barbara Community Dialysis Center, Inc.
237	Smyrna Dialysis Center, LLC
238	SSKG, Inc.
239	St. Louis Regional Dialysis Center, Inc.
240	STAT Dialysis Corporation
241	Stone Mountain Dialysis Center, LLC
242	Stuttgart Dialysis, LLC
243	Tappahannock Dialysis Center, Inc.
244	Terrell Dialysis Center, L.L.C.
245	Warrenton Dialysis Facility, Inc.
246	West End Dialysis Center, Inc.
247	WSKC Dialysis Services, Inc.

3.1(k)(iv)	Tradenames:	Renal Care Group	Fresenius Renal Technologies
		National Nephrology Associates	Fresenius Renal Therapies
		TruBlu Logistics (FUSA Mfg)	Fresenius Kidney Care
		Fresenius Renal Pharmaceuticals	Fresenius USA

	Merger:	On September 25, 2018, American Access Care of Bucks County, LLC, American Access Care of Pittsburgh, LLC, Gynesis Healthcare of Pennsylvania, Inc. and PD Solutions of Pennsylvania, merged into Physicians Dialysis Company, Inc.

		On September 25, 2018, Mercy Dialysis Center, Inc. merged into Bio-Medical Applications of Wisconsin, Inc.

J- 7

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EXHIBIT 12.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Rice Powell, certify that:

1.

I have reviewed this annual report on Form 20-F of Fresenius Medical Care AG & Co. KGaA (the "Report");

2.

Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.

Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this Report;

4.

The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d): Disclosed in this Report any change in the company's internal control over financial reporting that occurred during the period covered by the annual Report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.

The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: February 20, 2019


		By:		/s/ RICE POWELL Rice Powell Chief Executive Officer and Chairman of the Management Board of Fresenius Medical Care Management AG, General Partner of Fresenius Medical Care AG & Co. KGaA

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EXHIBIT 12.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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EXHIBIT 12.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Brosnan, certify that:

1.

I have reviewed this annual report on Form 20-F of Fresenius Medical Care AG & Co. KGaA (the "Report");

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: February 20, 2019


		By:		/s/ MICHAEL BROSNAN Michael Brosnan Chief Financial Officer and Member of the Management Board of Fresenius Medical Care Management AG, General Partner of Fresenius Medical Care AG & Co. KGaA

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EXHIBIT 12.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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EXHIBIT 13.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of Fresenius Medical Care AG & Co. KGaA (the "Company") for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Rice Powell, Chief Executive Officer and Chairman of the Management Board of Fresenius Medical Care Management AG, the general partner of the Company, and Michael Brosnan, Chief Financial Officer and Member of the Management Board of Fresenius Medical Care Management AG, the general partner of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1): The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


			By:		/s/ RICE POWELL
					Chief Executive Officer and Chairman of the Management Board of Fresenius Medical Care Management AG, General Partner of Fresenius Medical Care AG & Co. KGaA
					February 20, 2019
			By:		/s/ MICHAEL BROSNAN
					Chief Financial Officer and Member of the Management Board of Fresenius Medical Care Management AG, General Partner of Fresenius Medical Care AG & Co. KGaA
					February 20, 2019

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EXHIBIT 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 14.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Supervisory Board

Fresenius Medical Care AG & Co. KGaA:

We consent to the incorporation by reference in registration statements (No. 333-189721) on Form S-8 of Fresenius Medical Care AG & Co. KGaA of our reports dated February 20, 2019, with respect to the consolidated balance sheets of Fresenius Medical Care AG & Co. KGaA and its subsidiaries as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity for each of the years in the three-year period ended December 31, 2018, and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 20-F of Fresenius Medical Care AG & Co. KGaA.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Frankfurt am Main, Germany

February 20, 2019