Fresenius Medical Care AG & Co. KGaA (FMS) 6-K Q1 2009

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TORULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of April 2009

FRESENIUS MEDICAL CARE AG & Co. KGaA

(Translation of registrant’s name into English)

Else-Kröner Strasse 1

61346 Bad Homburg

Germany

(Address of principal executive offices)

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

     Form 20-Fþ          Form 40-Fo

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

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

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

     Yeso                 Noþ

     If “Yes” is marked, indicate below the file number assigned to the registrant in connection withRule 12g3-2(b):

FRESENIUS MEDICAL CARE AG & Co. KGaA

TABLE OF CONTENTS

	Page
Interim Report of Management’s Discussion and Analysis for the three months ended March 31, 2009 and 2008
Financial Condition and Results of Operations		1
Balance Sheet Structure		13
Outlook		13
Financial Statements
Consolidated Statements of Income		14
Consolidated Statements of Comprehensive Income		15
Consolidated Balance Sheets		16
Consolidated Statements of Cash Flows		17
Consolidated Statement of Shareholders’ Equity		18
Notes to Consolidated Financial Statements		19
Quantitative and Qualitative Disclosures About Market Risk		38
Controls and Procedures		39
OTHER INFORMATION
Legal Proceedings		40
Exhibits		41
Signatures		42
Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

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Financial Condition and Results of Operations

You should read the following discussion and analysis of the results of operations of Fresenius Medical Care AG & Co. KGaA (“FMC-AG & Co. KGaA,” the “Company,” “we,” “us” or “our” and together with its subsidiaries on a consolidated basis, as the context requires) and its subsidiaries in conjunction with our unaudited consolidated financial statements and related notes contained elsewhere in this report and our disclosures and discussions in our Annual Report onForm 20-F for the year ended December 31, 2008.

Forward-looking Statements

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

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

•  changes in governmental and commercial insurer reimbursement for our products and services, including the mandated change beginning in 2011 to an expanded “bundled” reimbursement system for dialysis services;

•  reductions in erythropoietin, or EPO, utilization or EPO reimbursement;

•  dependence on government reimbursements for dialysis services;

•  the outcome of ongoing government investigations;

•  the influence of private insurers and managed care organizations and health care reforms;

•  product liability risks;

•  the outcome of ongoing patent litigation;

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

•  the impact of currency fluctuations;

•  changes in the cost of pharmaceuticals and utilization patterns;

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

•  changes in raw material and energy costs; and

•  other statements of our expectations, beliefs, future plans and strategies, anticipated development and other matters that are not historical facts.

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for the three months ended March 31, 2009 and 2008

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 below under “Results of Operations”. For a discussion of our critical accounting policies, see Item 5, “Operating and Financial Review and Prospects – Critical Accounting Policies” in our Annual Report onForm 20-F for the year ended December 31, 2008.

Overview

We are engaged primarily in providing dialysis services and manufacturing and distributing products and equipment for the treatment of end-stage renal disease (“ESRD”). In the U.S., we also perform clinical laboratory testing. We estimate that providing dialysis services and distributing dialysis products and equipment represents an over $65 billion worldwide market with expected annual world-wide patient growth of around 6%. Patient growth results from factors such as the aging population; increasing incidence of diabetes and hypertension, which frequently precede the onset of ESRD; improvements in treatment quality, which prolong patient life; and improving standards of living in developing countries, which make life-saving dialysis treatment available. Key to continued growth in revenue is our ability to attract new patients in order to increase the number of treatments performed each year. For that reason, we believe the number of treatments performed each year is a strong indicator of continued revenue growth and success. In addition, the reimbursement and ancillary services utilization environment significantly influences our business. In the past we experienced and also expect in the future generally stable reimbursements for dialysis services. This includes the balancing of unfavorable reimbursement changes in certain countries with favorable changes in other countries. The majority of treatments are paid for by governmental institutions such as Medicare in the United States. As a consequence of the pressure to decrease health care costs, reimbursement rate increases have been limited. Our ability to influence the pricing of our services is limited. Profitability depends on our ability to manage rising labor, drug and supply costs.

A majority of our US dialysis services are paid for by the Medicare program. Medicare payments for dialysis services are based on a composite rate which includes a drug add-on adjustment. The drug add-on adjustment was established under the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (MMA) to account for differences in Medicare reimbursement for separately billable pharmaceuticals pre-MMA and the new average sales price reimbursement system established by the MMA. For calendar year 2009, the Centers for Medicare and Medicaid Services (“CMS”) maintained the drug add-on adjustment to the composite rate at the 2008 rate of $0.69 which resulted in a reduction in the drug add-on adjustment from 15.5 percent to 15.2 percent of the total per-treatment prospective payment. The composite rate, unlike many other payment rates in Medicare is not automatically updated each year. As a result, this portion of the payment rate has not received an annual update in the absence of a statutory change. In the Medicare Improvements for Patients and Providers Act of 2008 (“MIPPA”), Congress provided for a 1.0 percent increase in the composite rate in each of 2009 and 2010. Further, Congress eliminated a provision that previously paid hospital-based facilities slightly more than independent (or “free-standing”) facilities. Thus, in 2009, all facilities are paid at the 2008 independent facility rate increased by 1.0 percent. CMS updated the wage index adjustment applicable to ESRD facilities from the 25/75 blend between adjustments based on old metropolitan statistical areas (“MSAs”) and those based on new core-based statistical areas (“CBSAs”) used in 2008. For 2009, CMS completed the transition from the MSA definition to the CBSA definition, and facilities will henceforth be paid according to the CBSA rate. For a discussion of the composite rate for reimbursement of dialysis treatments, see Item 4B, “Business Overview – Regulatory and Legal Matters – Reimbursement” in our Annual Report onForm 20-F for the year ended December 31, 2008.

Certain other items and services that we furnish at our dialysis centers are not currently included in the composite rate and are eligible for separate Medicare reimbursement. The most significant of these items are drugs or biologicals, such as erythropoietin-stimulating agents (“ESAs”), vitamin D analogs, and iron, which are

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reimbursed at 106% of the average sales price as reported to CMS by the manufacturers. Products and support services furnished to ESRD patients receiving dialysis treatment at home are also reimbursed separately under a reimbursement structure comparable to the in-center composite rate. Although these reimbursement methodologies limit the allowable charge per treatment, they provide us with predictable per treatment revenues.

In 2008, Congress mandated the development of an expanded ESRD bundled payment system for services furnished on or after January 1, 2011. The new law requires CMS to implement by January 1, 2011 a bundled ESRD payment system under which CMS will reimburse dialysis facilities with a single payment for (i) all items and services included in the composite rate, (ii) all ESAs and other pharmaceuticals (other drugs and biologicals, other than vaccines) furnished to the patients that were previously reimbursed separately, (iii) diagnostic laboratory tests and (iv) other services furnished to individuals for the treatment of ESRD. The initial bundled reimbursement rate will be set based on 98 percent of estimated 2011 Medicare program costs of dialysis care as calculated under the current reimbursement system using the lowest per patient utilization data from 2007, 2008 or 2009. The bundled payment will be subject to case mix adjustments that may take into account individual patient characteristics (e.g., age, weight, body mass) and co-morbidities. Payments will also be adjusted for (i) certain high cost patient outliers due to unusual variations in medically necessary care, (ii) disparately high costs incurred by low volume facilities relative to other facilities and (iii) such other adjustments as the Secretary of Health and Human Services (“HHS”) deems appropriate. Beginning in 2012, the bundled payment amount will be subject to annual increases based on increases in the costs of a mix of dialysis items and services to be determined by HHS minus 1%. The Act will establish pay-for-performance quality standards that will take effect in 2012. Dialysis facilities that fail to achieve the established quality standards will have payments reduced by 2%. Facility quality standards are expected to be developed in the areas of anemia management, patient satisfaction, iron management, bone mineral metabolism and vascular access. Facility performance scores will be made available to the public. The bundled system will be phased in over four years with full implementation for all dialysis facilities on January 1, 2014. However, providers may elect at any time prior to 2011 to become fully subject to the new system. The Act extends the authority of specialized Medicare Advantage (“MA”) plans to target enrollment to certain populations through December 31, 2010 and revises definitions, care management requirements and quality reporting standards for all specialized plans. CMS is developing and drafting the regulations necessary to implement this new system; details of the system will not be known until CMS issues final regulations sometime in 2010. The Act maintains a moratorium on the new specialized MA plans through December 31, 2010. The expanded ESRD bundled payment system will materially affect how the Company is paid for Epogen^® and other items and services. The Company cannot estimate the overall effect of the new system on its business until adoption of the final CMS regulations.

We have identified three operating segments, North America, International, and Asia Pacific. For reporting purposes, we have aggregated the International and Asia Pacific segments as “International.” We aggregated these segments due to their similar economic characteristics. These characteristics include the same services provided and same products sold, the same type patient population, similar methods of distribution of products and services and similar economic environments. The general partner’s Management Board member responsible for the profitability and cash flow of each segment’s various businesses supervises the management of each operating segment. The accounting policies of the operating segments are the same as those we apply in preparing our consolidated financial statements under accounting principles generally accepted in the United States (“U.S. GAAP”). Our management evaluates each segment using a measure that reflects all of the segment’s controllable revenues and expenses.

With respect to the performance of our business operations, our management believes the most appropriate measure in this regard is operating income which measures our source of earnings. 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. We also regard income taxes to be outside the segments’ control. Similarly, we do not allocate “corporate costs”, which relate primarily to certain headquarters overhead charges, including accounting and finance, professional services, etc. because we believe that these costs are also not within the control of the

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individual segments. In addition, certain acquisitions and intangible assets are not allocated to a segment but are accounted for as “corporate.” Accordingly, all of these items are excluded from our analysis of segment results and are discussed below in the discussion of our consolidated results of operations.

Results of Operations

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

	For the three months
	ended March 31,
	2009			2008
	(in millions)
Total revenue
North America	$	1,774		$	1,668
International		804			863
Totals		2,578			2,531
Inter-segment revenue
North America		0			0
International		18			19
Totals		18			19
Total net revenue
North America		1,774			1,668
International		786			844
Totals		2,560			2,512
Amortization and depreciation
North America		64			55
International		40			40
Corporate		1			1
Totals		105			96
Operating income
North America		272			273
International		147			143
Corporate		(23	)		(27	)
Totals		396			389
Interest income		4			5
Interest expense		(78	)		(88	)
Income tax expense		(116	)		(114	)
Net Income attributable to Noncontrolling interest		(8	)		(6	)
Net Income attributable to FMC-AG & Co. KGaA	$	198		$	186

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for the three months ended March 31, 2009 and 2008

Three months ended March 31, 2009 compared to three months ended March 31, 2008

Consolidated Financials

Key Indicators for Consolidated Financial Statements
	Three months		Three months		Change in %
	ended		ended					at constant
	March 31, 2009		March 31, 2008		as reported			exchange rates
Number of treatments		7,041,174		6,723,779		5	%
Same market treatment growth in %		4.4%		3.9%
Revenue in $ million		2,560		2,512		2	%		8	%
Gross profit as a % of revenue		33.7%		34.1%
Selling, general and administrative costs as a % of revenue		17.3%		17.8%
Net income attributable to FMC Ag & Co. KGaA in $ million		198		186		7	%

We provided 7,041,174 treatments during the first quarter of 2009, an increase of 5% over the same period in 2008. Same market treatment growth contributed 4% and growth from acquisitions contributed 2%, partially offset by one less dialysis day effects of 1%.

At March 31, 2009, we owned, operated or managed (excluding those managed but not consolidated in the U.S.) 2,448 clinics compared to 2,297 clinics at March 31, 2008. During the first quarter of 2009, we acquired 29 clinics, opened 32 clinics and combined or closed 1 clinic. The number of patients treated in clinics that we own, operate or manage (excluding patients of clinics managed but not consolidated in the U.S.) increased by 6% to 187,476 at March 31, 2009 from 177,059 at March 31, 2008. Including 31 clinics managed but not consolidated in the U.S., the total number of patients was 189,118.

Net revenue increased by 2% (8% at constant exchange rates) for the quarter ended March 31, 2009 over the comparable period in 2008 due to growth in dialysis care revenue partially offset by a decrease in dialysis products revenue.

Dialysis care revenue grew by 4% to $1,923 million (8% at constant exchange rates) in the first quarter of 2009 mainly due to growth in same market treatments (4%), revenue per treatment (4%), and acquisitions (1%), partially offset by exchange rate fluctuations (4%) and by one less dialysis day (1%).

Dialysis product revenue decreased by 5% to $637 million (increased by 8% at constant exchange rates) in the same period driven mostly by unfavorable currency development. In addition, sales of our phosphate binding drug, PhosLo^® decreased following a competitor’s launch of a generic version of PhosLo^® in the U.S. in October 2008. These effects were partially offset by pharmaceutical sales, especially of the newly licensed intravenous iron products, increased sales of dialysis machines and sales of products for acute care treatments as well as extracorporeal therapies.

The decrease in gross margin reflects the reduction in gross margin in the North America segment partially offset by the increase in the International segment gross margin. North America was impacted by higher personnel costs as well as price increases for heparin and other pharmaceuticals, partially offset by increased commercial payor revenue as well as increased sales of the newly licensed intravenous iron product. International was affected by a positive effect of an inventory adjustment during the quarter, partially offset by unfavorable foreign exchange transaction effects related to purchases of products produced in Europe and Japan due to the appreciation of the Euro and Yen against local currencies. In addition, a margin mix effect due to stronger growth in the lower margin provider business affected the gross profit margin.

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Selling, general and administrative (“SG&A”) expenses decreased to $444 million in the first quarter of 2009 from $448 million in the same period of 2008. SG&A costs as a percentage of sales decreased to 17.3% in the first quarter of 2009 from 17.8% in the same period of 2008. The percentage decrease was driven by reductions in spending in the International segment and at corporate partially offset by a slight increase in the North America segment. Both the International segment and corporate benefited from favorable foreign currency developments. North America was mostly impacted by higher personnel costs in 2009 and a non-recurring positive effect of a gain from the sale of noncontrolling interests in clinics in the State of Arizona in 2008, partially offset by an increase in commercial payor revenue in 2009. Bad debt expense for the first quarter of 2009 was $53.0 million as compared to $49.1 million in 2008, representing 2.1% of sales for the three-month period ending March 31, 2009 and 2.0% for the same period in 2008.

Research and development (“R&D”) expenses increased to $23 million in the first quarter of 2009 from $19 million for the same period in 2008 mainly as a result of the continued development of hemodialysis machines, field testing of new products and additional programs related to extracorporeal therapy.

Operating income increased to $396 million in the first quarter of 2009 from $389 million for the same period in 2008. Operating income margin remained unchanged at 15.5% for the period ending March 31, 2009 as compared to the same period in 2008 due to the decreased gross margins and increased R&D expenses offset by decreases in SG&A expenses, both as a percentage of sales, as discussed above.

Interest expense decreased 11% to $78 million in the first quarter of 2009 from $88 million for the same period in 2008 mainly as a result of decreased short-term interest rates.

Income tax expense increased to $116 million for the first quarter of 2009 from $114 million for the same period in 2008 due to increased earnings. The effective tax rate for the first quarter 2009 decreased to 35.9% from 37.3% for the first quarter of 2008.

Net income attributable to FMC-AG & Co. KGaA for the first quarter of 2009 increased to $198 million from $186 million for the same period in 2008 as a result of the combined effects of the items discussed above.

We employed 65,670 people (full-time equivalents) as of March 31, 2009 compared to 64,666 as of December 31, 2008, an increase of 1.6% primarily due to overall growth in our business.

The following discussions pertain to our business segments and the measures we use to manage these segments.

North America Segment

	Key Indicators for North America Segment
	Three months		Three months
	ended		ended
	March 31, 2009		March 31, 2008		Change in %
Number of treatments		4,744,551		4,647,996		2	%
Same market treatment growth in %		3.2%		2.7%
Revenue in $ million		1,774		1,668		6	%
Depreciation and amortization in $ million		64		55		15	%
Operating income in $ million		272		273		0	%
Operating income margin in %		15.3%		16.4%

Revenue

Treatments increased by 2% for the three months ended March 31, 2009 as compared to the same period in 2008 due to same market growth (3%), partially offset by the effects of one less dialysis day (1%). At March 31, 2009, 127,121 patients (a 4% increase over the same period in the prior year) were being treated in the 1,714 clinics

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that we own or operate in the North America segment, compared to 122,691 patients treated in 1,640 clinics at March 31, 2008. Average North America revenue per treatment was $332 for the three months ended March 31, 2009 and $322 in the same period in 2008. In the U.S., the average revenue per treatment was $338 for the three months ended March 31, 2009 and $326 for the same period in 2008, mainly due to increased commercial payor revenue and to a lesser extent increased EPO utilization.

Net revenue for the North America segment for the first quarter of 2009 increased as a result of increases in dialysis care revenue by 5% to $1,577 million from $1,495 million in the same period of 2008 and in dialysis product revenue by 14% to $197 million from $172 million in the first quarter of 2008.

The dialysis care revenue increase was driven by same market treatment growth of 3% and increased revenue per treatment (3%), partially offset by the effects of one less dialysis day (1%). The administration of EPO represented approximately 20% of total North America dialysis care revenue for the three-month periods ended March 31, 2009 and 2008.

The product revenue increase was driven mostly by a higher sales volume of the newly licensed intravenous iron product partially offset by lower PhosLo^® revenues as a result of the market launch of generic competition to PhosLo^® in October 2008. Dialysis machine sales volume also increased in the current period as compared to the prior year.

Operating Income

Operating income was nearly unchanged at $272 million for the three-month period ended March 31, 2009 from $273 million for the same period in 2008. Operating income margin decreased to 15.3% for the first quarter of 2009 as compared to 16.4% for same period in 2008 primarily due to increased personnel costs and heparin and other pharmaceutical price increases, partially offset by increased commercial payor revenue. In addition, the 2008 margin was favorably impacted by the non-recurring effect of a gain from the sale of noncontrolling interests in clinics in the state of Arizona. Cost per treatment increased to $282 in the first quarter of 2009 from $271 in the same period of 2008.

International Segment

	Key Indicators for International Segment
	Three months		Three months		Change in %
	ended		ended					at constant
	March 31, 2009		March 31, 2008		as reported			exchange rates
Number of treatments		2,696,623		2,075,783		11	%
Same market treatment growth in %		7.3%		7.1%
Revenue in $ million		786		844		(7	)%		11	%
Depreciation and amortization in $ million		40		40		0	%
Operating income in $ million		147		143		2	%
Operating income margin in %		18.7%		17.0%

Revenue

Treatments increased by 11% in the three months ended March 31, 2009 over the same period in 2008 mainly due to same market growth (7%) and acquisitions (5%), partially offset by sold or closed clinics (1%). As of March 31, 2009, 60,355 patients (an 11% increase over the same period of the prior year) were being treated at 734 clinics that we own, operate or manage in the International segment compared to 54,368 patients treated at 657 clinics at March 31, 2008. Average revenue per treatment decreased to $151 from $168 due to the weakening of

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local currencies against the U.S. dollar ($28) partially offset by increased reimbursement rates and changes in country mix ($11).

The decrease in net revenues for the International segment for the three-month period ended March 31, 2009 over the same period in 2008 resulted from decreases in both dialysis care and dialysis product revenues. Organic growth during the period of 10% and contribution from acquisitions of approximately 1% were more than offset by negative impact of exchange rate fluctuations of 18%.

Including the effects of acquisitions, European region revenue decreased 8% (10% increase at constant exchange rates), Latin America region revenue decreased 1% (21% increase at constant exchange rates), and Asia Pacific region revenue decreased 5% (5% increase at constant exchange rates).

Total dialysis care revenue for the International segment decreased during the first quarter of 2009 by 1% (18% increase at constant exchange rates) to $346 million from $349 million in the same period of 2008. This decrease is a result of the negative impact of exchange rate fluctuations of approximately 19% and of the effects of sold or closed clinics (2%) and the effects of one less dialysis day (1%), partially offset by same market treatment growth of 7% and a 4% increase in contributions from acquisitions, while increases in revenue per treatment contributed 10%.

Total dialysis product revenue for the first quarter of 2009 decreased by 11% (6% increase at constant exchange rates) to $440 million mostly as a result of the negative impact of exchange rate fluctuations (17%) partially offset by increased pharmaceutical sales and sales of products for acute care treatment as well as extra corporeal therapies.

Operating Income

Operating income increased by 2% to $147 million. Operating income margin increased to 18.7% for the three-month period ended March 31, 2009 from 17.0% for the same period in 2008 as a result of an inventory adjustment and a corresponding reduction in costs of revenues during the three month period ending March 31, 2009 and lower foreign exchange losses. These positive effects were partially offset by lower product sales in Eastern Europe, the impact of a non-recurring gain from the sale of a noncontrolling interest in a facility in Italy in 2008 and foreign currency transaction effects related to purchase of products in Europe and Japan.

LIQUIDITY AND CAPITAL RESOURCES

Three months ended March 31, 2009 compared to three months ended March 31, 2008

Liquidity

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

At March 31, 2009, we had cash and cash equivalents of $203 million. For information regarding utilization and availability under our 2006 Senior Credit Agreement, see Note 5 “Long-term Debt and Capital Lease Obligations”.

Operations

In the first three months of 2009 and 2008, we generated cash flows from operations of $156 million and $192 million, respectively. Cash from operations is impacted by the profitability of our business, the development of our working capital, principally receivables, and cash outflows that occur due to a number of singular specific items.

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The profitability of our business depends significantly on reimbursement rates. Approximately 75% of our revenues are generated by providing dialysis treatment, a major portion of which is reimbursed by either public health care organizations or private insurers. For the period ended March 31, 2009, approximately 34% of our consolidated revenues were attributable to U.S. federal health care benefit programs, such as Medicare and Medicaid reimbursement. Legislative changes could affect Medicare reimbursement rates for all 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. In the past we experienced and also expect in the future generally stable reimbursements for our dialysis services. This includes the balancing of unfavorable reimbursement changes in certain countries with favorable changes in other countries. See “Overview” above for a discussion of recent Medicare reimbursement rate changes including provisions for implementation of a “bundled rate” by January 1, 2011.

Furthermore, cash from operations depends on the collection of accounts receivable. Our working capital was $1,231 million at March 31, 2009 which increased from $1,068 million at December 31, 2008, mainly as a result of slight increase in our inventories and decreases in our short-term debt as well as decreases in accrued expenses and other current liabilities; our ratio of current assets to current liabilities was 1.4. We could face difficulties in enforcing and collecting accounts receivable under some countries’ legal systems. Some customers and governments may have longer payment cycles. A lengthening of this payment cycle could have a material adverse effect on our capacity to generate cash flow. Accounts receivable balances at March 31, 2009 and December 31, 2008, net of valuation allowances, represented approximately 75 and 77 of days sales outstanding (“DSO”), respectively. The decrease in DSO in the North America segment is mainly driven by the collection of portions of the outstanding balances in the dialysis care business related to the resolution of National Provider Identification issues. The increase in DSO for the International segment mainly reflects slight average payment delays by government and private entities most recently impacted by the world-wide financial crises. 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 receivables will be collectable, albeit potentially slightly more slowly in the immediate future, particularly in countries most severely affected by the current global financial crisis.

The development of days sales outstanding (“DSO”) by operating segment is shown in the table below:

Development of Days Sales Outstanding

	March 31,		December 31,
	2009		2008
North America days sales outstanding		59		60
International days sales outstanding		109		107
FMC-AG & Co. KGaA average days sales outstanding		75		77

Interest and income tax payments also have a significant impact on our cash from operations.

There are a number of tax and other items we have identified that will or could impact our cash flows from operations in the immediate future as follows:

For the tax year 1997, we recognized an impairment of one of our subsidiaries which the German tax authorities disallowed in the audit for the years 1996 and 1997, completed in 2003. We disagree with such conclusion, believe we have valid arguments and have filed a complaint with the appropriate German court to challenge the tax authority’s decision. An adverse determination in this litigation could have a material adverse effect on our results of operations in the relevant reporting period. We have a liability payable to Fresenius SE related to this matter (See Item 7, “Major Shareholders and Related Party Transactions – Related party

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Interim Report of Management’s Discussion and Analysis

for the three months ended March 31, 2009 and 2008

transactions – Supply Agreements and Arrangements” in our Annual Report onForm 20-F for the year ended December 31, 2008).

We have filed claims for refunds contesting the IRS’s disallowance of FMCH’s civil settlement payment deductions taken by Fresenius Medical Care Holdings, Inc. (“FMCH”) in prior year tax returns. As a result of a settlement agreement with the IRS to resolve our appeal of the IRS’s disallowance of deductions for the civil settlement payments made to qui tam relators in connection with the resolution of the 2000 U.S. government investigation, we received a refund in September 2008 of $37 million, inclusive of interest. The settlement agreement preserves our right to continue to pursue claims in the U.S. Federal courts for refund of all other disallowed deductions.

The IRS tax audit of FMCH for the years 2002 through 2004 has been completed. Except for the disallowance of all deductions taken during the audit period for remuneration related to intercompany mandatorily redeemable preferred shares, the proposed adjustments are routine in nature and have been recognized in the financial statements. The Company has protested the disallowed deductions and some routine adjustments and will avail itself of all remedies. An adverse determination in this litigation could have a material adverse effect on results of operations and liquidity.

We are subject to ongoing tax audits in the U.S., Germany and other jurisdictions. We have received notices of unfavorable adjustments and disallowances in connection with certain of the audits, including those described above. We are contesting, including appealing, certain of these unfavorable determinations. If our objections and any final audit appeals are unsuccessful, we could be required to make additional tax payments, including payments to state tax authorities reflecting the adjustments made in our federal tax returns in the U.S. With respect to other potential adjustments and disallowances of tax matters currently under review or where tentative agreement has been reached, we do not anticipate that an unfavorable ruling would have a material impact on our results of operations. We are not currently able to determine the timing of these potential additional tax payments.

W.R. Grace & Co. and certain of its subsidiaries filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Grace Chapter 11 Proceedings”) on April 2, 2001. The settlement agreement with the asbestos creditors committees on behalf of the W.R. Grace & Co. bankruptcy estate (see “Notes to Consolidated Financial Statements – Note 9 – Comments and Contingencies” in this report) provides for payment by the Company of $115 million upon approval of the settlement agreement by the U.S. District Court, which has occurred, and confirmation of a W.R. Grace & Co. bankruptcy reorganization plan that includes the settlement. The $115 million obligation was included in the special charge we recorded in 2001 to address 1996 merger-related legal matters. The payment obligation is not interest-bearing.

If all potential additional tax payments and the Grace Chapter 11 Proceedings settlement payment were to occur contemporaneously, there could be a material adverse impact on our operating cash flow in the relevant reporting period. Nonetheless, we anticipate that cash from operations and, if required, our available liquidity will be sufficient to satisfy all such obligations if and when they come due.

Investing

We used net cash of $146 million and $186 million in investing activities in the three-month period ended March 31, 2009 and 2008, respectively.

Capital expenditures for property, plant and equipment, net of disposals were $111 million in the first quarter of 2009 and $153 million in the same period 2008. In the first three months of 2009, capital expenditures were $71 million in the North America segment, and $40 million for the International segment. Capital expenditures in the same period of 2008 were $102 million in the North America segment, and $51 million for the International segment. The majority of our capital expenditures was used for maintaining existing clinics, equipping new clinics,

10

FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Management’s Discussion and Analysis

for the three months ended March 31, 2009 and 2008

and maintenance and expansion of production facilities primarily in North America and Germany and capitalization of machines provided to our customers, primarily in the International segment. Capital expenditures were approximately 4% and 6% of total revenue for 2009 and 2008, respectively.

We invested approximately $36 million cash in the first quarter of 2009, primarily for acquisitions of dialysis clinics and licenses, ($6 million in the North America segment, $30 million in the International segment) as compared to $72 million in the same period of 2008 ($62 million in the North America segment and $10 million in the International segment). We also received $1 million and $39 million in conjunction with divestitures in the first three months of 2009 and 2008, respectively.

We anticipate capital expenditures of approximately $550 to $650 million and expect to make acquisitions of approximately $200 to $300 million in 2009.

Financing

Net cash used in financing was $24 million in the first three months of 2009 compared to $38 million in the first three months of 2008.

In the first quarter of 2009, cash was mainly used for repayment of debt. In the first quarter of 2008, cash was mainly used for redemption of Trust Preferred Securities partially offset by proceeds from our accounts receivable facility and other existing long-term credit facilities.

For information regarding our 2006 Senior Credit Agreement, EIB agreements, Euro Notes, Senior Notes, and the indentures relating to our trust preferred securities, see Note 9 of Notes to Consolidated Financial Statements, “Long-Term Debt and Capital Lease Obligations” and Note 12 of Notes to Consolidated Financial Statements, “Mandatorily Redeemable Trust Preferred Securities,” in our Annual Report onForm 20-F for the year ended December 31, 2008. Our obligations under the Senior 2006 Credit Agreement are secured by pledges of capital stock of certain material subsidiaries, including FMCH and Fresenius Medical Care Deutschland GmbH(“D-GmbH”), in favor of the lenders. Our 2006 Senior Credit Agreement, EIB agreements, Euro Notes, Senior Notes, and the indentures relating to our trust preferred securities include covenants that require us to maintain certain financial ratios or meet other financial tests. Under our 2006 Senior Credit Agreement, we are obligated to maintain a minimum consolidated fixed charge ratio (ratio of consolidated EBITDAR (sum of EBITDA plus Rent expense under operation leases) to Consolidated Fixed Charges as these terms are defined in the 2006 Senior Credit Agreement) and a maximum consolidated leverage ratio (ratio of consolidated funded debt to consolidated EBITDA as these terms are defined in the 2006 Senior Credit Agreement). Other covenants in one or more of each of these agreements restrict or have the effect of restricting our ability to dispose of assets, incur debt, pay dividends and make other restricted payments, create liens or engage in sale-lease backs.

The breach of any of the covenants in any of the instruments or agreements governing our long-term debt – the 2006 Senior Credit Agreement, the EIB agreements, the Euro Notes, the Senior Notes or the notes underlying our trust preferred securities – could, in turn, create additional defaults under one or more of the other instruments or agreements. In default, the outstanding balance under the Senior 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 the debt upon such a default as well. As of March 31, 2009, we are in compliance with all covenants under the 2006 Senior Credit Agreement and our other financing agreements.

Although we are not immune from the current world-wide financial crises, we believe that we are in a solid financial position to continue to grow our business while meeting our financial obligations as they come due. Our business is generally not cyclical. A substantial portion of our accounts receivable are generated by governmental payers. While payment and collection practices vary significantly between countries and even between agencies within one country, government payors usually represent low risks. Our syndicated credit facility is comprised of 60 lenders for the revolving credit facility under our 2006 Senior Credit Agreement, none of which contribute more

11

FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Management’s Discussion and Analysis

for the three months ended March 31, 2009 and 2008

than 4% of our revolving borrowings under the 2006 Credit Agreement. Even though one of the 60 participating banks in this syndicated facility defaulted on its obligation to provide funds under the terms of the revolving facility during the fourth quarter 2008, we do not anticipate any major issues in having funds available for us when we utilize this credit facility. As we deemed the amount in default immaterial, we took no action to amend our 2006 Credit Agreement to replace the defaulting bank. 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. Current conditions in the credit and equity markets, if they continue, could also increase our financing costs and limit our financial flexibility.

Following our earnings-driven dividend policy, our General Partner’s Management Board will propose to the shareholders at the Annual General meeting on May 7, 2009, a dividend with respect to 2008 and payable in 2009, of €0.58 per ordinary share (for 2007 paid in 2008: €0.54) and €0.60 per preference share (for 2007 paid in 2008: €0.56). The total expected dividend payment is approximately €173 million (approximately $230 million based upon the March 31, 2009 spot rate) compared to €160 million ($252 million) in 2008 with respect to 2007. Our 2006 Senior Credit Agreement limits disbursements for dividends and other payments for the acquisition of our equity securities (and rights to acquire them, such as options or warrants) during 2009 to $280 million in total.

Our treasury management services, which Fresenius SE, sole shareholder of our general partner, provides under contractual arrangements with us, assist in the management of our liquidity by means of effective cash management as well as an anticipatory evaluation of financing alternatives. We have sufficient financial resources – consisting of only partly drawn credit facilities and our accounts receivable facility – which we intend to preserve in the next years. We aim to keep committed and unutilized credit facilities to a minimum of $300 to $500 million.

We will focus our financing activities in the coming years on reducing subordinated debt. In this respect we did not refinance the subordinated trust-preferred securities issued by Fresenius Medical Care Capital Trust II and III which matured in February 2008 by issuing new subordinated debt, but used our existing senior credit facilities instead. Our intention for maturing long-term debt is to refinance with senior and unsecured debt instruments only.

Our refinancing needs for the years 2009 and 2010 are limited to refinancing of our Euro notes totaling $266 million (€200 million) in July 2009 and the annual renewal of our $550 million accounts receivable facility. On April 27, 2009, the Company issued euro denominated notes (“Euro Notes”) totaling €200 million in anticipation of retiring the existing €200 million Euro Notes issued in 2005 which are due on July 27, 2009. The newly issued Euro Notes, which are senior, unsecured and guaranteed by FMCH and D-GmbH, consist of 4 tranches having terms of 3.5 and 5.5 years with floating and fixed interest rate tranches. The initial average interest rate is 6.95%. Proceeds of €69.5 million of the newly issued Euro Notes were used to voluntarily retire a portion of the existing Euro Notes. The remaining proceeds will be used to liquidate the balance of the existing Euro Notes on their scheduled maturity date in July 2009.

Our proposed dividend payment of approximately $230 million in May 2009 and the anticipated dividend payment in 2010, are expected to be covered by our cash flows and by using existing credit facilitiesand/or other financing activities. Our debt covenants provide sufficient flexibility to cover our financing needs. Generally, we believe that we will have sufficient financing to achieve our goals in the future and to continue to promote our growth.

Rating agencies, Standard & Poor’s and Moody’s, independent of the Company, assign credit ratings to us based upon their assessment of our financing strategy and our financial performance. Our cost of borrowing is influenced by these ratings. The table below shows the ratings as of March 31, 2009:

	Standard &
	Poor’s	Moody’s
Corporate Credit Rating	BB	Bal
Outlook	negative	stable

12

FRESENIUS MEDICAL CARE AG & Co. KGaA

Interim Report of Management’s Discussion and Analysis

for the three months ended March 31, 2009 and 2008

Debt covenant disclosure – EBITDA

EBITDA (earnings before interest, taxes, depreciation and amortization) was approximately $501 million, 19.6% of revenues for the three-month period ended March 31, 2009, and $485 million, 19.3% of revenues for the same period of 2008. EBITDA is the basis for determining compliance with certain covenants contained in our 2006 Senior Credit Agreement, Euro Notes, EIB, and the indentures relating to our Senior Notes and our outstanding trust preferred securities. You should not consider EBITDA to be an alternative to net earnings determined in accordance with U.S. GAAP or to cash flow from operations, investing activities or financing activities. In addition, not all funds depicted by EBITDA are available for management’s discretionary use. For example, a substantial portion of such funds are subject to contractual restrictions and functional requirements for debt service, to fund necessary capital expenditures and to meet other 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. A reconciliation of EBITDA to cash flow provided by operating activities, which we believe to be the most directly comparable U.S. GAAP financial measure, is calculated as follows:

Reconciliation of measures for consolidated totals

	For the three months
	ended March 31,
	2009			2008
	(in thousands)
Total EBITDA	$	501,313		$	485,297
Interest expense (net of interest income)		(74,290	)		(82,818	)
Income tax expense, net		(115,384	)		(114,097	)
Change in deferred taxes, net		9,684			36,832
Changes in operating assets and liabilities		(179,603	)		(131,074	)
Stock compensation expense		7,626			6,930
Other items, net		6,218			(9,125	)
Net cash provided by operating activities	$	155,564		$	191,945

Balance Sheet Structure

Total assets as of March 31, 2009 remained virtually unchanged at $14.9 billion compared to year-end 2008. Current assets as a percent of total assets remained unchanged at 28% at March 31, 2009 and December 31, 2008. The equity ratio, the ratio of our equity divided by total liabilities and shareholders’ equity, increased to 42% at March 31, 2009 from 41% at year-end 2008.

Outlook

The Company confirms its outlook for the full year 2009. Below is a table showing our growth outlook for 2009:

	2009
	($ in millions)
Net Revenues		> $11,100
Net Income attributable to FMC-AG & Co. KGaA		$850 - $890
Debt/EBITDA		< 2.7
Capital Expenditures		~$550 - $650
Acquisitions		~$200 - $300

13

FRESENIUS MEDICAL CARE AG & Co. KGaA

Financial Statements

Consolidated Statements of Income

(unaudited)

(in thousands, except share data)

	For the three months
	ended March 31,
	2009			2008
Net revenue:
Dialysis Care	$	1,923,321		$	1,844,287
Dialysis Products		636,489			667,437
		2,559,810			2,511,724
Costs of revenue:
Dialysis Care		1,396,807			1,335,152
Dialysis Products		300,698			321,273
		1,697,505			1,656,425
Gross profit		862,305			855,299
Operating expenses:
Selling, general and administrative		443,567			447,510
Research and development		22,896			19,118
Operating income		395,842			388,671
Other (income) expense:
Interest income		(4,274	)		(5,380	)
Interest expense		78,564			88,198
Income before income taxes		321,552			305,853
Income tax expense		115,384			114,097
Net Income	$	206,168		$	191,756
Less: Net Income attributable to Noncontrolling interest		8,062			5,883
Net Income attributable to FMC-AG & Co. KGaA	$	198,106		$	185,873
Basic income per ordinary share	$	0.67		$	0.63
Fully diluted income per ordinary share	$	0.66		$	0.62

See accompanying notes to unaudited consolidated financial statements.

14

FRESENIUS MEDICAL CARE AG & Co. KGaA

Financial Statements

Consolidated Statements of Comprehensive Income

(unaudited)

(in thousands, except share data)

	For the three months
	ended March 31,
	2009			2008
Net Income	$	206,168		$	191,756
Cash flow hedges		61			(80,732	)
Actuarial gains (losses) on defined benefit pension plans		1,218			394
Foreign currency translation		(85,013	)		88,839
Income taxes related to components of other comprehensive income		(1,082	)		34,009
Other comprehensive income, net of tax		(84,816	)		42,510
Total Comprehensive income	$	121,352		$	234,266
Comprehensive income attributable to noncontrolling interest		7,083			13,116
Comprehensive income attributable to FMC-AG & Co. KGaA	$	114,269		$	221,150

See accompanying notes to unaudited consolidated financial statements.

15

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Balance Sheets

At March 31, 2009 and December 31, 2008

(in thousands, except share data)

	March 31,			December 31,
	2009			2008
	(unaudited)			(audited)
Assets
Current assets:
Cash and cash equivalents	$	202,793		$	221,584
Trade accounts receivable, less allowance for doubtful accounts of $257,606 in 2009 and $262,836 in 2008		2,159,667			2,176,316
Accounts receivable from related parties		157,532			175,525
Inventories		774,363			707,050
Prepaid expenses and other current assets		606,795			607,399
Deferred taxes		332,232			324,123
Total current assets		4,233,382			4,211,997
Property, plant and equipment, net		2,200,872			2,236,078
Intangible assets		841,204			846,496
Goodwill		7,302,865			7,309,910
Deferred taxes		73,930			92,805
Other assets		216,503			222,390
Total assets	$	14,868,756		$	14,919,676
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	339,264		$	366,017
Accounts payable to related parties		222,844			239,243
Accrued expenses and other current liabilities		1,232,518			1,288,433
Short-term borrowings		644,914			683,155
Short-term borrowings from related parties		17,066			1,330
Current portion of long-term debt and capital lease obligations		426,450			455,114
Income tax payable		87,609			82,468
Deferred taxes		31,785			28,652
Total current liabilities		3,002,450			3,144,412
Long-term debt and capital lease obligations, less current portion		3,961,049			3,957,379
Other liabilities		302,621			319,602
Pension liabilities		135,685			136,755
Income tax payable		171,992			171,747
Deferred taxes		430,868			426,299
Company-obligated mandatorily redeemable preferred securities of subsidiary Fresenius Medical Care Capital Trusts holding solely Company-guaranteed debentures of subsidiaries		622,647			640,696
Total liabilities		8,627,312			8,796,890
FMC-AG & Co. KGaA shareholders’ equity:
Preference shares, no par value, €1.00 nominal value, 12,356,880 shares authorized, 3,812,038 issued and outstanding		4,242			4,240
Ordinary shares, no par value, €1.00 nominal value, 373,436,220 shares authorized, 293,932,036 issued and outstanding		363,076			363,076
Ordinary shares subscribed		441			–
Additional paid-in capital		3,309,966			3,293,918
Retained earnings		2,650,438			2,452,332
Accumulated other comprehensive income		(235,121	)		(151,284	)
Total FMC-AG & Co. KGaA shareholders’ equity		6,093,042			5,962,282
Noncontrolling interest		148,402			160,504
Total equity		6,241,444			6,122,786
Total liabilities and equity	$	14,868,756		$	14,919,676

See accompanying notes to unaudited consolidated financial statements.

16

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Statements of Cash Flows

for the three months ended March 31, 2009 and 2008

(unaudited)

(in thousands)

	For the three months
	ended March 31,
	2009			2008
Operating Activities:
Net income	$	206,168		$	191,756
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		105,471			96,626
Change in noncontrolling interest		6,427			4,397
Change in deferred taxes, net		9,684			36,832
(Gain) on sale of fixed assets and investments		(209	)		(13,522	)
Compensation expense related to stock options		7,626			6,930
Changes in assets and liabilities, net of amounts from businesses acquired:
Trade accounts receivable, net		(26,246	)		(92,636	)
Inventories		(83,449	)		(52,197	)
Prepaid expenses, other current and non-current assets		(29,241	)		37,208
Accounts receivable from / payable to related parties		10,866			(2,215	)
Accounts payable, accrued expenses and other current and non-current liabilities		(61,761	)		(355	)
Income tax payable		10,228			(20,879	)
Net cash provided by operating activities		155,564			191,945
Investing Activities:
Purchases of property, plant and equipment		(112,034	)		(158,876	)
Proceeds from sale of property, plant and equipment		1,327			5,652
Acquisitions and investments, net of cash acquired, and net purchases of intangible assets		(36,532	)		(72,025	)
Proceeds from divestitures		918			39,183
Net cash used in investing activities		(146,321	)		(186,066	)
Financing Activities:
Proceeds from short-term borrowings and other financial liabilities		20,477			35,749
Repayments of short-term borrowings and other financial liabilities		(59,661	)		(41,541	)
Proceeds from short-term borrowings from related parties		15,635			19,787
Repayments of short-term borrowings from related parties		(210	)		(11,923	)
Proceeds from long-term debt and capital lease obligations		83,055			152,087
Repayments of long-term debt and capital lease obligations		(77,903	)		(4,620	)
Redemption of trust preferred securities		–			(678,379	)
Increase of accounts receivable securitization program		–			492,000
Proceeds from exercise of stock options		8,966			6,597
Distributions to noncontrolling interest		(14,060	)		(7,531	)
Net cash used in financing activities		(23,701	)		(37,774	)
Effect of exchange rate changes on cash and cash equivalents		(4,333	)		6,898
Cash and Cash Equivalents:
Net (decrease) in cash and cash equivalents		(18,791	)		(24,997	)
Cash and cash equivalents at beginning of period		221,584			244,690
Cash and cash equivalents at end of period	$	202,793		$	219,693

See accompanying notes to unaudited consolidated financial statements.

17

FRESENIUS MEDICAL CARE AG & Co. KGaA

Consolidated Statements of Shareholders’ Equity

For the three months ended March 31, 2009 (unaudited) and year ended December 31, 2008 (audited)

(in thousands, except share data)

																					Total
																		Accumulated			FMC-AG &
	Preference Shares				Preference		Ordinary Shares				Ordinary		Additional					Other			Co. KGaA
	Number of		No par		Shares		Number of		No par		Shares		paid in		Retained			comprehensive			shareholders’			Noncontrolling			Total
	shares		value		subscribed		shares		value		subscribed		capital		earnings			income (loss)			equity			interest			equity
Balance at December 31, 2007		3,778,087	$	4,191	$	–		292,786,583	$	361,384	$	–	$	3,221,644	$	1,887,120		$	100,878		$	5,575,217			105,814			5,681,031
Proceeds from exercise of options and related tax effects		32,453		49				1,145,453		1,692		–		40,395		–			–			42,136			–			42,136
Compensation expense related to stock options		–		–		–		–		–		–		31,879		–			–			31,879			–			31,879
Dividends paid		–		–		–		–		–		–		–		(252,395	)					(252,395	)		(38,592	)		(290,987	)
Purchase (sale) of noncontrolling interest																									31,000			31,000
Cash contributions from noncontrolling interest																									17,174			17,174
Tax liability to be paid by noncontrolling interest																									13,440			13,440
Comprehensive income (loss)
Net income		–		–		–		–		–				–		817,607						817,607			28,941			846,548
Other comprehensive income (loss)																			(252,162	)		(252,162	)		2,727			(249,435	)
Comprehensive income		–		–		–		–		–				–		–						565,445			31,668			597,113
Balance at December 31, 2008		3,810,540	$	4,240	$	–		293,932,036	$	363,076	$	–	$	3,293,918	$	2,452,332		$	(151,284	)	$	5,962,282		$	160,504		$	6,122,786
Proceeds from exercise of options and related tax effects		1,498		2		0		–		–		441		8,422		–			–			8,865			–			8,865
Compensation expense related to stock options		–		–		–		–		–		–		7,626		–			–			7,626			–			7,626
Dividends paid																–			–			–			(14,060	)		(14,060	)
Purchase (sale) of noncontrolling interest																						–			(11,552	)		(11,552	)
Cash contributions from noncontrolling interest																						–			1,423			1,423
Tax liability to be paid by noncontrolling interest																						–			5,004			5,004
Comprehensive income (loss)
Net income		–		–		–		–		–		–		–		198,106						198,106			8,062			206,168
Other comprehensive income (loss)																			(83,837	)		(83,837	)		(979	)		(84,816	)
Comprehensive income																						114,269			7,083			121,352
Balance at March 31, 2009		3,812,038	$	4,242	$	0		293,932,036	$	363,076	$	441	$	3,309,966	$	2,650,438		$	(235,121	)	$	6,093,042		$	148,402		$	6,241,444

See accompanying notes to unaudited consolidated financial statements.

18

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

1)  The Company and Basis of Presentation

The Company

Fresenius Medical Care AG & Co. KGaA (“FMC-AG & Co. KGaA” or the “Company,” “we,” “us” or “our” and together with its subsidiaries on a consolidated basis, as the context requires), a German partnership limited by shares (Kommanditgesellschaft auf Aktien), is the world’s largest kidney dialysis company, operating in both the field of dialysis services and the field of dialysis products for the treatment of end-stage renal disease (“ESRD”). The Company’s dialysis business is vertically integrated, providing dialysis treatment at dialysis clinics it owns or operates and supplying these clinics with a broad range of products. In addition, the Company sells dialysis products to other dialysis service providers. In the United States, the Company also performs clinical laboratory testing and provides inpatient dialysis services and other services under contract to hospitals.

Basis of Presentation

The consolidated financial statements at March 31, 2009 and for the three-month periods ended March 31, 2009 and 2008 contained in this report are unaudited and should be read in conjunction with the consolidated financial statements contained in the Company’s 2008 Annual Report onForm 20-F. Such financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments are of a normal recurring nature.

The results of operations for the three-month periods ended March 31, 2009 are not necessarily indicative of the results of operations for the year ending December 31, 2009.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2)  Related Party Transactions

a)  Service Agreements and Leases

The Company is party to service agreements with Fresenius SE, the sole stockholder of its General Partner and its largest shareholder with approximately 36.3% ownership of the Company’s voting shares, and certain affiliates of Fresenius SE that are not also subsidiaries of the Company to receive services, including, but not limited to: administrative services, management information services, employee benefit administration, insurance, IT services, tax services and treasury management services. For the three-month periods ended March 31, 2009 and 2008, amounts charged by Fresenius SE to the Company under the terms of these agreements are $16,070 and $16,598 respectively. The Company also provides certain services to Fresenius SE and certain affiliates of Fresenius SE, including research and development, central purchasing, patent administration and warehousing. The Company charged $6,557 and $4,896 for services rendered to Fresenius SE in the first quarter 2009 and 2008, respectively.

Under operating lease agreements for real estate entered into with Fresenius SE, the Company paid Fresenius SE $4,893 and $5,242 during the first quarter 2009 and 2008, respectively. The majority of the leases expire in 2016 and contain renewal options.

The Company’s Articles of Association provide that the General Partner shall be reimbursed for any and all expenses in connection with management of the Company’s business, including remuneration of the members of the General Partner’s supervisory board and the General Partner’s management board. The aggregate amount reimbursed to Management AG for the three-month periods ended March 31, 2009 and 2008 was $2,117 and

19

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

$2,427 for its management services during those three-month periods.

b)  Products

For the three-month periods ended March 31, 2009, and 2008, the Company sold products to Fresenius SE for $3,971 and $8,754 respectively. During the three-month periods ended March 31, 2009, and 2008, the Company made purchases from Fresenius SE in the amount of $10,711 and $10,857, respectively.

In addition to the purchases noted above, the Company currently purchases heparin supplied by APP Inc., a subsidiary of Fresenius Kabi AG, a wholly-owned subsidiary of Fresenius SE, through a group purchasing organization (“GPO”). The Company has no direct supply agreement with APP Inc. and does not submit purchase orders directly to APP Inc. During the three month-periods ended March 31, 2009 and 2008, Fresenius Medical Care Holdings, Inc. (“FMCH”) acquired approximately $7,078 and $2,209, respectively, of heparin from APP Inc. through the GPO contract, which was negotiated at arm’s length.

c)  Financing Provided by and to Fresenius SE

The Company receives short-term financing from and provides short-term financing to Fresenius SE. There was $17,066 and $1,330 owed to Fresenius SE at March 31, 2009 and December 31, 2008, respectively (see Note 4).

On November 7, 2008, the Company entered into a loan agreement with Fresenius SE whereby it advanced Fresenius SE $50,000 at 6.45% interest which is due on April 30, 2009.

3)  Inventories

As of March 31, 2009 and December 31, 2008, inventories consisted of the following:

	March 31,		December 31,
	2009		2008
Raw materials and purchased components	$	149,876	$	145,756
Work in process		60,717		60,960
Finished goods		465,534		385,607
Health care supplies		98,236		114,727
Inventories	$	774,363	$	707,050

During the first quarter, 2009, inventory adjustments led to an increase in value of inventory at January 1, 2009, of approximately $23,327 and a corresponding reduction in costs of revenues during the three month period ending March 31, 2009.

20

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

4)  Short-Term Borrowings and Short-Term Borrowings from Related Parties

As of March 31, 2009 and December 31, 2008, short-term borrowings and short-term borrowings from related parties consisted of the following:

	March 31,		December 31,
	2009		2008
Borrowings under lines of credit	$	83,282	$	121,476
Accounts receivable facility		539,000		539,000
Other financial liabilities		22,632		22,679
Short-term borrowings		644,914		683,155
Short-term borrowings from related parties (see Note 2.c.)		17,066		1,330
Short-term borrowings including related parties	$	661,980	$	684,485

5)  Long-term Debt and Capital Lease Obligations

As of March 31, 2009 and December 31, 2008, long-term debt and capital lease obligations consisted of the following:

	March 31,			December 31,
	2009			2008
2006 Senior Credit Agreement	$	3,384,573		$	3,366,079
Senior Notes		492,678			492,456
Euro Notes		266,160			278,340
EIB Agreements		168,578			174,059
Capital lease obligations		12,506			13,394
Other		63,004			88,165
		4,387,499			4,412,493
Less current maturities		(426,450	)		(455,114	)
	$	3,961,049		$	3,957,379

The following table shows the available and outstanding amounts under the 2006 Senior Credit Agreement at March 31, 2009 and December 31, 2008:

	Maximum Amount
	Available				Balance Outstanding
	March 31,		December 31,		March 31,		December 31,
	2009		2008		2009		2008
Revolving Credit	$	1,000,000	$	1,000,000	$	356,848	$	304,887
Term Loan A		1,461,708		1,491,139		1,461,708		1,491,139
Term Loan B		1,566,017		1,570,053		1,566,017		1,570,053
	$	4,027,725	$	4,061,192	$	3,384,573	$	3,366,079

In addition, at March 31, 2009 and December 31, 2008, the Company had letters of credit outstanding in the amount of $111,994 which are not included above as part of the balance outstanding at those dates but which reduce available borrowings under the revolving credit facility.

21

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

6)  Shareholders’ Equity

Subscribed Stock

In conjunction with 338,751 stock options exercised for ordinary shares and 300 stock options exercised for preference shares during the period ended March 31, 2009, the underlying ordinary and preference shares had not been issued as of March 31, 2009. The Company received cash of $7,544 and $5, respectively, upon exercise of these options. The Company recorded the nominal values of $441 for ordinary shares subscribed and $0.4 for preference shares subscribed in the Equity section in its Balance Sheet. The remaining balance of $7,117 for options exercised, $7,112 for ordinary share options and $5 for preference share options, was recorded as additional paid in capital in equity.

7)  Earnings Per Share

The following table contains reconciliations of the numerators and denominators of the basic and diluted earnings per share computations for the three-month period ended March 31, 2009 and 2008:

	For the three months
	ended March 31,
	2009		2008
Numerators:
Net income attributable to FMC-AG & Co. KGaA	$	198,106	$	185,873
less:
Dividend preference on Preference shares		24		28
Income available to all classes of shares	$	198,082	$	185,845
Denominators:
Weighted average number of:
Ordinary shares outstanding		293,932,036		292,786,583
Preference shares outstanding		3,811,297		3,779,822
Total weighted average shares outstanding		297,743,333		296,566,405
Potentially dilutive Ordinary shares		64,602		960,176
Potentially dilutive Preference shares		87,242		101,810
Total weighted average ordinary shares outstanding
assuming dilution		293,996,638		293,746,759
Total weighted average Preference shares outstanding
assuming dilution		3,898,539		3,881,632
Basic income per Ordinary share	$	0.67	$	0.63
Plus preference per Preference shares		0.00		0.01
Basic income per Preference share	$	0.67	$	0.64
Fully diluted income per Ordinary share	$	0.66	$	0.62
Plus preference per Preference shares		0.01		0.01
Fully diluted income per Preference share	$	0.67	$	0.63

8)  Employee Benefit Plans

The Company currently has two principal pension plans, one for German employees, the other covering employees in the United States, the latter of which was curtailed in 2002. Plan benefits are generally based on years

22

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

of service and final salary. Consistent with predominant practice in Germany, the Company’s pension obligations in Germany are unfunded. Each year FMCH, a wholly-owned subsidiary of the Company and its principal North American subsidiary, contributes to the plan covering United States employees at least the minimum required by the Employee Retirement Income Security Act of 1974, as amended.

The following table provides the calculations of net periodic benefit cost for the three-month period ended March 31, 2009 and 2008.

	Three months ended
	March 31,
	2009			2008
Components of net periodic benefit cost:
Service cost	$	1,902		$	2,112
Interest cost		5,285			5,087
Expected return on plan assets		(3,965	)		(4,239	)
Amortization of unrealized losses		1,218			401
Net periodic benefit costs	$	4,440		$	3,361

9)  Commitments and Contingencies

Legal Proceedings

The Company is routinely involved in numerous claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary course of its business of providing healthcare services and products. The outcome of litigation and other legal matters is always difficult to accurately predict and outcomes that are not consistent with the Company’s view of the merits can occur. The Company believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that the resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on its business, results of operations and financial condition.

Commercial Litigation

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

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

23

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

In 2003, the Company reached agreement with the asbestos creditors’ committees on behalf of the W.R. Grace & Co. bankruptcy estate and W.R. Grace & Co. in the matters pending in the Grace Chapter 11 Proceedings for the settlement of all fraudulent conveyance and tax claims against it and other claims related to the Company that arise out of the bankruptcy of W.R. Grace & Co. Under the terms of the settlement agreement as amended (the “Settlement Agreement”), fraudulent conveyance and other claims raised on behalf of asbestos claimants will be dismissed with prejudice and the Company will receive protection against existing and potential future W.R. Grace & Co. related claims, including fraudulent conveyance and asbestos claims, and indemnification against income tax claims related to the non-NMC members of the W.R. Grace & Co. consolidated tax group upon confirmation of a W.R. Grace & Co. bankruptcy reorganization plan that contains such provisions. Under the Settlement Agreement, the Company will pay a total of $115,000 without interest to the W.R. Grace & Co. bankruptcy estate, or as otherwise directed by the Court, upon plan confirmation. No admission of liability has been or will be made. The Settlement Agreement has been approved by the U.S. District Court. Subsequent to the Merger, W.R. Grace & Co. was involved in a multi-step transaction involving Sealed Air Corporation (“Sealed Air,” formerly known as Grace Holding, Inc.). The Company is engaged in litigation with Sealed Air to confirm its entitlement to indemnification from Sealed Air for all losses and expenses incurred by the Company relating to pre-Merger tax liabilities and Merger-related claims. Under the Settlement Agreement, upon confirmation of a plan that satisfies the conditions of the Company’s payment obligation, this litigation will be dismissed with prejudice.

On April 4, 2003, FMCH filed a suit in the U.S. District Court for the Northern District of California, styled Fresenius USA, Inc., et al., v. Baxter International Inc., et al., Case No. C03-1431, seeking a declaratory judgment that FMCH does not infringe patents held by Baxter International Inc. and its subsidiaries and affiliates (“Baxter”), that the patents are invalid, and that Baxter is without right or authority to threaten or maintain suit against FMCH for alleged infringement of Baxter’s patents. In general, the alleged patents concern the use of touch screen interfaces for hemodialysis machines. Baxter filed counterclaims against FMCH seeking more than $140,000 in monetary damages and injunctive relief, and alleging that FMCH willfully infringed on Baxter’s patents. On July 17, 2006, the court entered judgment on a jury verdict in favor of FMCH finding that all the asserted claims of the Baxter patents are invalid as obviousand/or anticipated in light of prior art. On February 13, 2007, the court granted Baxter’s motion to set aside the jury’s verdict in favor of FMCH and reinstated the patents and entered judgment of infringement. Following a trial on damages, the court entered judgment on November 6, 2007 in favor of Baxter on a jury award of $14,300. On April 4, 2008, the court denied Baxter’s motion for a new trial, established a royalty payable to Baxter of 10% of the sales price for continuing sales of FMCH’s 2008K hemodialysis machines and 7% of the sales price of related disposables, parts and service beginning November 7, 2007, and enjoined sales of the 2008K machine effective January 1, 2009. We have appealed the court’s rulings to the Court of Appeals for the Federal Circuit. We are confident that we will prevail on appeal or as a result of the pending U.S. Patent and Trademark Officere-examinations of the underlying Baxter patents and have made no provision in our financial statements for any potential liability in this matter. If we are unsuccessful on all appeals, including any appeal of the royalty, the royalties payable to Baxter on the machines and disposable supplies that are subject to the court’s order will be approximately $56,000 for sales through December 31, 2008 and are estimated to be in the range of $2,000 to $3,000 per month thereafter. In the interim period until our appeal is decided, we are funding a court-approved escrow account at the royalty rates noted above. If we win the appeal, the escrowed funds will be returned to us with interest. In October 2008, we completed design modifications to the 2008K machine that are expected to eliminate any incremental hemodialysis machine royalty payment exposure under the court order and permit the continued sale of the modified machine in compliance with the injunction, irrespective of the outcome of our appeal.

On April 28, 2008, Baxter filed suit in the U.S. District Court for the Northern District of Illinois, Eastern Division (Chicago), styled Baxter International, Inc. and Baxter Healthcare Corporation v. Fresenius Medical Care Holdings, Inc. and Fresenius USA, Inc., Case No. CV 2389, asserting that FMCH’s hemodialysis machines infringe four recently issued patents (late2007-2008), all of which are based on one of the patents at issue in the April 2003

24

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

Baxter case described above. The new patents expire in April 2011 and relate to trend charts shown on touch screen interfaces and the entry of ultrafiltration profiles (ultrafiltration is the removing of liquid from a patient’s body using pressure). The court has stayed the case pending the outcome of the appeal in the April 2003 Baxter case. The Company believes that its hemodialysis machines do not infringe any valid claims of the Baxter patents at issue.

On October 17, 2006, Baxter and Deka Products Ltd. (Deka) filed suit in the U.S. District Court for the Eastern District of Texas which was subsequently transferred to the Northern District of California, styled Baxter Healthcare Corporation and DEKA Products Limited Partnership v. Fresenius Medical Care Holdings, Inc. d/b/a Fresenius Medical Care North America and Fresenius USA, Inc., Case No. CV 438 TJW. The complaint alleges that FMCH’s Liberty peritoneal cyclers infringe certain patents owned by or licensed to Baxter. Sales of the Liberty cyclers commenced in July 2008. The Company believes that the Liberty peritoneal cycler does not infringe any valid claims of the Baxter/Deka patents.

Two patent infringement actions have been pending in Germany between Gambro Industries (“Gambro”) on the one side and Fresenius Medical Care Deutschland GmbH (“D-GmbH”) and FMC-AG & Co. KGaA on the other side (hereinafter collectively “Fresenius Medical Care”). Gambro herein alleged patent infringements by Fresenius Medical Care concerning a patent on a device for the preparation of medical solutions. The first case was dismissed as being unfounded. Such decision has already become final. In the second case, the District Court of Mannheim rendered a judgment on June 27, 2008 deciding in favor of Gambro and declaring that Fresenius Medical Care has infringed a patent. Accordingly, the court ordered Fresenius Medical Care to pay compensation (to be determined in a separate court proceeding) for alleged infringement and to stop offering the alleged patent infringing technology in its original form in Germany. D-GmbH brought an invalidity action in the Federal German Patent Court (“BPatG”) against Gambro’s patent. This case is currently pending with the Federal Court of Justice as the court of appeal. Fresenius Medical Care has also filed an appeal against the District Court’s verdict. On January 5, 2009, Gambro enforced such verdict provisionally by way of security. However, preceding such enforcement Fresenius Medical Care had already developed design modifications, being an alternative technical solution, and replaced the alleged patent infringing technology in all of the affected devices. In view of the pending appeal against BPatG’s verdict and Fresenius Medical Care’s appeal against the District Court’s verdict, Fresenius Medical Care continues to believe that the alleged patent infringing technology does not infringe any valid patent claims of Gambro. Therefore, the Company has made no provision in the financial statements for any potential liability in this matter.

Other Litigation and Potential Exposures

Renal Care Group, Inc. (“RCG”) was named as a nominal defendant in a second amended complaint filed September 13, 2006 in the Chancery Court for the State of Tennessee Twentieth Judicial District at Nashville against former officers and directors of RCG which purports to constitute a class action and derivative action relating to alleged unlawful actions and breaches of fiduciary duty in connection with the Company’s acquisition of RCG (the “RCG Acquisition”) and in connection with alleged improper backdatingand/or timing of stock option grants. The amended complaint was styled Indiana State District Council of Laborers and Hod Carriers Pension Fund v. Gary Brukardt et al. The complaint sought damages against defendant, former officers and directors but did not state a claim for money damages directly against RCG. On August 30, 2007, the suit was dismissed by the trial court in its entirety. Plaintiff subsequently appealed and, on February 19, 2009, a panel of the Court of Appeals of Tennessee, an intermediate appellate court, reversed the trial court with respect to the class action counts of the complaint and remanded for discovery and trial on those counts. The Company is pursuing an appeal to the Tennessee Supreme Court from the intermediate court’s ruling.

FMCH and its subsidiaries, including RCG (prior to the RCG Acquisition), received subpoenas from the U.S. Department of Justice, Eastern District of Missouri, in connection with a joint civil and criminal investigation. FMCH received its subpoena in April 2005. RCG received its subpoena in August 2005. The subpoenas require

25

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

production of a broad range of documents relating to FMCH’s and RCG’s operations, with specific attention to documents related to clinical quality programs, business development activities, medical director compensation and physician relationships, joint ventures, and anemia management programs, RCG’s supply company, pharmaceutical and other services that RCG provides to patients, RCG’s relationships to pharmaceutical companies, and RCG’s purchase of dialysis equipment from FMCH. The Office of the Inspector General of the U.S. Department of Health and Human Services and the U.S. Attorney’s office for the Eastern District of Texas have also confirmed that they are participating in the review of the anemia management program issues raised by the U.S. Attorney’s office for the Eastern District of Missouri. We will continue to cooperate in the ongoing investigation.

On July 17, 2007, the U.S. Attorney’s office filed a civil complaint against RCG and FMCH in its capacity as RCG’s current corporate parent in United States District Court, Eastern District of Missouri. The complaint seeks monetary damages and penalties with respect to issues arising out of the operation of RCG’s Method II supply company through 2005, prior to the date of FMCH’s acquisition of RCG. The complaint is styled United States of America ex rel. Julie Williams et al. vs. Renal Care Group, Renal Care Group Supply Company and FMCH. The Company believes that RCG’s operation of its Method II supply company was in compliance with applicable law and will defend this litigation vigorously.

On November 27, 2007, the United States District Court for the Western District of Texas (El Paso) unsealed and permitted service of two complaints previously filed under seal by a qui tam relator, a former FMCH local clinic employee (Qui tam is a legal provision under the United States False Claims Act, which allows for private individuals to bring suit on behalf of the U.S. federal government, as far as such individuals believe to have knowledge of presumable fraud committed by third parties). The first complaint alleges that a nephrologist unlawfully employed in his practice an assistant to perform patient care tasks that the assistant was not licensed to perform and that Medicare billings by the nephrologist and FMCH therefore violated the False Claims Act. The second complaint alleges that FMCH unlawfully retaliated against the relator by discharging her from employment constructively. The United States Attorney for the Western District of Texas declined to intervene and to prosecute on behalf of the United States. Litigation on the relator’s complaint is continuing.

See also the discussion of certain pending tax-related litigation under “Liquidity and Capital Resources – Operations” in this report.

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 health care providers, conducts its operations under intense government regulation and scrutiny. It must comply with regulations which relate to or govern the safety and efficacy of medical products and supplies, the operation of manufacturing facilities, laboratories and dialysis clinics, and environmental and occupational health and safety. The Company must also comply with the Anti-Kickback Statute, the False Claims Act, the Stark Statute, and 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 “whistle blower” 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, investigative demands, subpoenas, other inquiries, claims and litigation relating to the Company’s compliance with applicable laws and regulations. The Company

26

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

may not always be aware that an inquiry or action has begun, particularly in the case of “whistle blower” actions, which are initially filed under court seal.

The Company operates many facilities throughout the United States. In such a decentralized system, it is often difficult to maintain the desired level of oversight and control over the thousands of individuals employed by many affiliated companies. The Company relies upon its management structure, regulatory and legal resources, and the effective operation of its compliance program to direct, manage and monitor the activities of these employees. On occasion, the Company may identify instances where employees, deliberately or inadvertently, have submitted inadequate or false billings. The actions of such persons may subject the Company and its subsidiaries to liability under the Anti-Kickback Statute, the Stark Statute and the False Claims Act, among other laws.

Physicians, hospitals and other participants in the health care 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.

Accrued Special Charge for Legal Matters

At December 31, 2001, the Company recorded a pre-tax special charge of $258,159 to reflect anticipated expenses associated with the defense and resolution of pre-Merger tax claims, Merger-related claims, and commercial insurer claims. The costs associated with the Settlement Agreement and settlements with insurers have been charged against this accrual. With the exception of the proposed $115,000 payment under the Settlement Agreement, all other matters included in the special charge have been resolved. While the Company believes that its remaining accrual reasonably estimates its currently anticipated costs related to the continued defense and resolution of this matter, no assurances can be given that its actual costs incurred will not exceed the amount of this accrual.

10)  Financial Instruments

As a global supplier of dialysis services and products in more than 115 countries throughout the world, the Company is faced with a concentration of credit risks due to the nature of the reimbursement systems which are often provided by the government of the countries in which the Company operates. Changes 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. In the past we experienced and also expect in the future generally stable reimbursements for our dialysis services. Due to the fact that a large portion of our reimbursement

27

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

is provided by public health care organizations and private insurers, we expect that most of our accounts receivables will be collectable, albeit somewhat more slowly in the immediate future.

Derivative Instruments

The Company is exposed to market risk from changes in interest rates and foreign exchange rates. In order to manage the risk of interest rate and currency exchange 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 an assessment of the Company’s counterparty credit risk is performed, which we consider currently to be low.

Foreign Exchange Risk Management

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

The Company’s exposure to market risk for changes in foreign exchange rates relates to transactions such as sales and purchases. The Company has significant amounts of sales of products invoiced in euro from its European manufacturing facilities to its other international operations and, to a lesser extent, sales of products invoiced in other non-functional currencies. This exposes the subsidiaries to fluctuations in the rate of exchange between the euro and the currency in which their local operations are conducted. For the purpose of hedging existing and foreseeable foreign exchange transaction exposures the Company enters into foreign exchange forward contracts and, on a small scale, foreign exchange options. The Company’s policy, which has been consistently followed, is that financial derivatives be used only for the purpose of hedging foreign currency exposure. As of March 31, 2009 the Company had no foreign exchange options.

In connection with intercompany loans in foreign currency the Company normally uses foreign exchange swaps thus assuring that no foreign exchange risks arise from those loans.

Interest Rate Risk Management

The Company enters into derivatives, particularly interest rate swaps and to a certain extent, interest options, to protect interest rate exposures arising from long-term debt at floating rates by effectively swapping them into fixed rates.

In certain instances, the Company enters into derivative contracts that do not qualify for hedge accounting but are utilized for economic purposes (“economic hedges”). In these cases, the change in value of the economic hedge is recorded in the income statement and usually offsets the change in value recorded in the income statement for the underlying asset or liability. The Company does not use financial instruments for trading purposes.

28

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

The following table shows our Derivatives at March 31, 2009:

	March 31, 2009
	Assets(2)		Liabilities(2)
Derivatives in cash flow hedging relationships(1)
current
Foreign exchange contracts	$	18,671	$	(12,579	)
Interest rate contracts (Dollar)		–		(10,260	)
non-current
Foreign exchange contracts		2,503		(1,222	)
Interest rate contracts (Dollar)		–		(131,245	)
Interest rate contracts (Yen)		–		(5	)
Total	$	21,174	$	(155,311	)
Derivatives not designated as hedging instruments(1)
current
Foreign exchange contracts		18,310		(20,986	)
Total	$	18,310	$	(20,986	)

(1)	As of March 31, 2009, the valuation of the Company’s derivatives was determined using Significant Other Observable Inputs (Level 2) in accordance with the fair value hierarchy levels established in FAS 157.
(2)	Derivative instruments are marked to market each reporting period resulting in carrying amounts being equal to fair values at reporting date.

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

The Effect of Derivatives on the Statement of Financial Performance

					Amount of (Gain) or
	Amount of (Gain) or				Loss reclassified
	Loss Recognized in OCI			Location of (Gain) or Loss	from Accumulated
	on Derivative			reclassified from	OCI in Income
Derivatives in Cash Flow	(Effective Portion)			Accumulated OCI in Income	(Effective Portion)
Hedging Relationships	2009			(Effective Portion)	2009
Interest rate contracts (Dollar)		(7,441	)	Interest income/expense		(33	)
Interest rate contracts (Yen)		(4	)	Interest income/expense		—
Foreign exchange contracts		5,984		Costs of Revenue		(1,367	)
		(1,461	)			(1,400	)

		Amount of Gain or Loss
	Location of Gain or Loss	Recognized in Income
Derivatives not Designated	Recognized in Income	on Derivative
as Hedging Instruments	on Derivative	2009
Foreign exchange contracts	Selling, general and administrative expense		(2,249	)
	Interest income/expense		508
			(1,741	)

29

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

The Company expects to recognize $9,179 of gains deferred in accumulated other comprehensive income at March 31, 2009, in earnings during the next twelve months.

As of March 31, 2009, the Company had foreign exchange derivatives with maturities of up to 22 months and interest rate swaps with maturities of up to 36 months.

11)  Business Segment Information

The Company has identified three business segments, North America, International, and Asia Pacific, which were determined based upon how the Company manages its businesses. All segments are primarily engaged in providing dialysis care services and manufacturing and distributing products and equipment for the treatment of ESRD. In the U.S., the Company also engages in performing clinical laboratory testing and providing inpatient dialysis services and other services under contract to hospitals. The Company has aggregated the International and Asia Pacific operating segments as “International.” The segments are aggregated due to their similar economic characteristics. These characteristics include the same services provided and products sold, the same type patient population, similar methods of distribution of products and services and similar economic environments.

Management evaluates each segment using a measure that reflects all of the segment’s controllable revenues and expenses. Management believes that the most appropriate measure in this regard is operating income which measures the Company’s source of earnings. 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 measure. Similarly, the Company does not allocate “corporate costs,” which relate primarily to certain headquarters overhead charges, including accounting and finance, professional services, etc. because the Company believes that these costs are also not within the control of the individual segments. The Company also regards income taxes to be outside the segment’s control.

30

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

Information pertaining to the Company’s business segments for the three-month periods ended March 31, 2009 and 2008 is set forth below.

	North						Segment
	America			International			Total			Corporate			Total
Three months ended March 31, 2009
Net revenue external customers	$	1,773,813		$	785,843		$	2,559,656		$	154		$	2,559,810
Inter - segment revenue		–			17,526			17,526			(17,526	)		–
Revenue		1,773,813			803,369			2,577,182			(17,372	)		2,559,810
Depreciation and amortization		(63,694	)		(39,752	)		(103,446	)		(2,025	)		(105,471	)
Operating income		271,936			146,788			418,724			(22,882	)		395,842
Segment assets		10,964,315			3,523,392			14,487,707			381,049			14,868,756
Capital expenditures, acquisitions and investments(1)		76,451			71,660			148,111			455			148,566
Three months ended March 31, 2008
Net revenue external customers	$	1,667,541		$	843,995		$	2,511,536		$	188		$	2,511,724
Inter - segment revenue		–			19,440			19,440			(19,440	)		–
Revenue		1,667,541			863,435			2,530,976			(19,252	)		2,511,724
Depreciation and amortization		(55,447	)		(40,155	)		(95,602	)		(1,024	)		(96,626	)
Operating income		272,652			143,244			415,896			(27,225	)		388,671
Segment assets		10,688,281			3,649,781			14,338,062			254,452			14,592,514
Capital expenditures, acquisitions and investments(2)		165,988			64,798			230,786			115			230,901

(1)	International acquisitions exclude $2,293 of non-cash acquisitions for 2009.
(2)	International acquisitions exclude $2,369 of non-cash acquisitions for 2008.

31

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

12)  Supplementary Cash Flow Information

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

	Three months ended
	March 31,
	2009			2008
Supplementary cash flow information:
Cash paid for interest	$	94,826		$	99,752
Cash paid for income taxes	$	90,227		$	89,236
Cash inflow for income taxes from stock option exercises	$	1,388		$	1,086
Supplemental disclosures of cash flow information:
Details for acquisitions:
Assets acquired	$	(44,747	)	$	(74,210	)
Liabilities assumed		5,501			3,758
Noncontrolling interest		(71	)		(3,279	)
Notes assumed in connection with acquisition		2,293			2,369
Cash paid		(37,025	)		(71,362	)
Less cash acquired		1,525			559
Net cash paid for acquisitions	$	(35,499	)	$	(70,803	)

13)  Supplemental Condensed Combining Information

In February 1998 FMC Trust Finance S.à.r.l. Luxembourg, and in June 2001 FMC Trust Finance S.à.r.l. Luxembourg III, each of which is a wholly-owned subsidiary of FMC-AG & Co. KGaA, issued senior subordinated debt securities, fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis, byFMC-AG & Co. KGaA, D-GmbH and FMCH (D-GmbH and FMCH being the “Guarantor Subsidiaries”). The senior subordinated debt securities were issued to statutory trusts organized under the laws of the State of Delaware, which issued trust preferred securities that were guaranteed by the Company through a series of undertakings by the Company and the Guarantor Subsidiaries, and the Company acquired all of the common securities of these trusts. In December 2004, the Company assumed the obligations of its wholly owned subsidiaries as the issuer of senior subordinated notes denominated in Deutschmark and euro held by Fresenius Medical Care Capital Trust III and Fresenius Medical Care Capital Trust V, respectively. FMC Trust Finance S.à.r.l. Luxembourg repaid $450 and DM300 aggregate principal amount of senior subordinated debt securities on February 1, 2008 in connection with the mandatory redemption on the same date of the related trust preferred securities issued by Fresenius Medical Care Capital Trust II and Fresenius Medical Care Capital Trust III.

In addition, FMC Finance III S.A., a wholly-owned subsidiary of the Company, is the obligor on senior debt securities issued in June 2007 which are fully and unconditionally guaranteed, jointly and severally on a senior basis, by the Company and by the Guarantor Subsidiaries. The following combining financial information for the Company is as of March 31, 2009 and 2008 and for the first quarter ended March 31, 2009, 2008, segregated between FMC Finance III S.A., the Company, D-GmbH, FMCH, and each of the Company’s other businesses (the “Non-Guarantor Subsidiaries”). For purposes of the condensed combining information, the Company and the Guarantor Subsidiaries carry their investments under the equity method. Other (income) expense includes income and losses related to investments in consolidated subsidiaries recorded under the equity method for purposes of the

32

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

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

	For the three months period ended March 31, 2009
	Issuer			Guarantors
	FMC			FMC-AG &								Non-Guarantor		Combining			Combined
	Finance III			Co. KGaA			D-GmbH		FMCH			Subsidiaries		Adjustment			Total
Net revenue	$	–		$	–		$	582,874	$	–		$	2,524,081	$	(547,145	)	$	2,559,810
Cost of revenue		–			–			467,642		–			1,787,599		(557,736	)		1,697,505
Gross profit		–			–			115,232		–			736,482		10,591			862,305
Operating expenses (income):
Selling, general and administrative		3			9,937			34,701		6,073			384,135		8,718			443,567
Research and development		–			–			16,521		–			6,375		–			22,896
Operating (loss) income		(3	)		(9,937	)		64,010		(6,073	)		345,972		1,873			395,842
Other (income) expense:
Interest, net		(180	)		2,468			2,259		14,552			65,509		(10,318	)		74,290
Other, net		–			(226,201	)		36,898		(118,208	)		–		307,511			–
Income (loss) before income taxes		177			213,796			24,853		97,583			280,463		(295,320	)		321,552
Income tax expense (benefit)		52			15,690			19,659		(8,095	)		105,615		(17,537	)		115,384
Net income (loss)		125			198,106			5,194		105,678			174,848		(277,783	)		206,168
Net Income attributable to noncontrolling interest		–			–			–		–			–		8,062			8,062
Net income (loss) attributable to the group	$	125		$	198,106		$	5,194	$	105,678		$	174,848	$	(285,845	)	$	198,106

	For the three months period ended March 31, 2008
	Issuer			Guarantors
	FMC			FMC-AG &									Non-Guarantor		Combining			Combined
	Finance III			Co. KGaA			D-GmbH			FMCH			Subsidiaries		Adjustment			Total
Net revenue	$	–		$	–		$	689,922		$	–		$	2,400,520	$	(578,718	)	$	2,511,724
Cost of revenue		–			–			530,617			–			1,692,533		(566,725	)		1,656,425
Gross profit		–			–			159,305			–			707,987		(11,993	)		855,299
Operating expenses (income):
Selling, general and administrative		2			24,730			54,978			(15,175	)		399,146		(16,171	)		447,510
Research and development		–			–			13,125			–			5,993		–			19,118
Operating (loss) income		(2	)		(24,730	)		91,202			15,175			302,848		4,178			388,671
Other (income) expense:
Interest, net		(180	)		(5,467	)		5,661			(39,460	)		132,950		(10,686	)		82,818
Other, net		–			(217,339	)		60,466			(142,357	)		–		299,230			–
Income (loss) before income taxes		178			198,076			25,075			196,992			169,898		(284,366	)		305,853
Income tax expense (benefit)		53			12,203			25,671			21,854			57,268		(2,952	)		114,097
Net income (loss)		125			185,873			(596	)		175,138			112,630		(281,414	)		191,756
Net Income attributable to noncontrolling interest		–			–			–			–			–		5,883			5,883
Net income (loss) attributable to the group	$	125		$	185,873		$	(596	)	$	175,138		$	112,630	$	(287,297	)	$	185,873

33

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

	At March 31, 2009
	Issuer		Guarantors
	FMC		FMC-AG &						Non-Guarantor			Combining			Combined
	Finance III		Co. KGaA		D-GmbH		FMCH		Subsidiaries			Adjustment			Total
Current assets:
Cash and cash equivalents	$	71	$	–	$	21	$	–	$	202,278		$	423		$	202,793
Trade accounts receivable, less allowance for doubtful accounts		–		–		131,763		–		2,027,904			–			2,159,667
Accounts receivable from related parties		8,129		1,445,898		665,643		483,644		1,930,896			(4,376,678	)		157,532
Inventories		–		–		183,167		–		667,229			(76,033	)		774,363
Prepaid expenses and other current assets		–		81,961		33,639		–		498,710			(7,515	)		606,795
Deferred taxes		–		–		–		–		311,958			20,274			332,232
Total current assets		8,200		1,527,859		1,014,233		483,644		5,638,975			(4,439,529	)		4,233,382
Property, plant and equipment, net		–		284		161,455		–		2,117,087			(77,954	)		2,200,872
Intangible assets		–		513		40,966		–		799,725			–			841,204
Goodwill		–		–		3,241		–		7,299,624			–			7,302,865
Deferred taxes		–		–		–		–		100,124			(26,194	)		73,930
Other assets		492,678		6,550,939		1,192,619		8,462,849		(3,710,934	)		(12,771,648	)		216,503
Total assets	$	500,878	$	8,079,595	$	2,412,514	$	8,946,493	$	12,244,601		$	(17,315,325	)	$	14,868,756
Current liabilities:
Accounts payable	$	–	$	356	$	28,570	$	–	$	310,338		$	–		$	339,264
Accounts payable to related parties		79		1,082,441		624,178		1,470,380		1,398,263			(4,352,497	)		222,844
Accrued expenses and other current liabilities		7,276		44,321		87,053		1,484		1,087,650			4,734			1,232,518
Short-term borrowings		–		19,962		–		–		624,952			–			644,914
Short-term borrowings from related parties		–		–		–		–		134,527			(117,461	)		17,066
Current portion of long-term debt and capital
lease obligations		–		376		–		133,866		292,208			–			426,450
Income tax payable		222		9,418		–		–		73,284			4,685			87,609
Deferred taxes		–		2,361		9,828		–		22,691			(3,095	)		31,785
Total current liabilities		7,577		1,159,235		749,629		1,605,730		3,943,913			(4,463,634	)		3,002,450
Long term debt and capital lease obligations, less
current portion		492,678		658,165		–		1,510,705		4,606,101			(3,308,418	)		3,959,231
Long term borrowings from related parties		–		4,196		205,088		492,678		666,095			(1,366,239	)		1,818
Other liabilities		–		131,245		5,303		–		146,402			19,671			302,621
Pension liabilities		–		3,228		97,314		–		35,143			–			135,685
Income tax payable		–		13,732		–		–		84,676			73,584			171,992
Deferred taxes		–		16,752		1,210		–		426,949			(14,043	)		430,868
Company obligated mandatorily redeemable
preferred securities of subsidiary Fresenius
Medical Care Capital Trusts holding solely
Company-guaranteed debentures of subsidiary		–		–		–		–		622,647			–			622,647
Total liabilities		500,255		1,986,553		1,058,544		3,609,113		10,531,926			(9,059,079	)		8,627,312
Total FMC-AG & Co. KGaA shareholders’ equity		623		6,093,042		1,353,970		5,337,380		1,564,273			(8,256,246	)		6,093,042
Noncontrolling interest		–		–		–		–		148,402			–			148,402
Total equity		623		6,093,042		1,353,970		5,337,380		1,712,675			(8,256,246	)		6,241,444
Total liabilities and equity	$	500,878	$	8,079,595	$	2,412,514	$	8,946,493	$	12,244,601		$	(17,315,325	)	$	14,868,756

34

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

	At December 31, 2008
	Issuer		Guarantors
	FMC		FMC-AG &						Non-Guarantor			Combining			Combined
	Finance III		Co. KGaA		D-GmbH		FMCH		Subsidiaries			Adjustment			Total
Current assets:
Cash and cash equivalents	$	23	$	–	$	44	$	–	$	221,003		$	514		$	221,584
Trade accounts receivable, less allowance for
doubtful accounts		–		–		182,421		–		1,993,779			116			2,176,316
Accounts receivable from related parties		16,552		1,520,238		692,195		468,871		2,040,953			(4,563,284	)		175,525
Inventories		–		–		182,223		–		614,879			(90,052	)		707,050
Prepaid expenses and other current assets		1		82,188		28,794		50		496,393			(27	)		607,399
Deferred taxes		–		–				–		300,068			24,055			324,123
Total current assets		16,576		1,602,426		1,085,677		468,921		5,667,075			(4,628,678	)		4,211,997
Property, plant and equipment, net		–		272		176,148		–		2,141,714			(82,056	)		2,236,078
Intangible assets		–		470		44,546		–		801,480			–			846,496
Goodwill		–		–		3,389		–		7,306,521			–			7,309,910
Deferred taxes		–		13,408		243		–		89,744			(10,590	)		92,805
Other assets		492,456		6,511,354		1,207,785		8,305,121		(4,007,726	)		(12,286,600	)		222,390
Total assets	$	509,032	$	8,127,930	$	2,517,788	$	8,774,042	$	11,998,808		$	(17,007,924	)	$	14,919,676
Current liabilities:
Accounts payable	$	–	$	752	$	28,714	$	–	$	336,551		$	–		$	366,017
Accounts payable to related parties		1		1,229,275		621,598		1,460,218		1,466,838			(4,538,687	)		239,243
Accrued expenses and other current liabilities		15,887		37,994		104,128		1,939		1,121,326			7,159			1,288,433
Short-term borrowings		–		55,668		–		–		627,487			–			683,155
Short-term borrowings from related parties		–				–		–		111,232			(109,902	)		1,330
Current portion of long-term debt and capital
lease obligations		–		786		–		133,866		320,462			–			455,114
Income tax payable		190		13,958		–		–		71,649			(3,329	)		82,468
Deferred taxes		–		1,177		7,250		–		23,339			(3,114	)		28,652
Total current liabilities		16,078		1,339,610		761,690		1,596,023		4,078,884			(4,647,873	)		3,144,412
Long term debt and capital lease obligations, less
current portion		492,456		635,904		–		1,519,843		4,661,820			(3,355,137	)		3,954,886
Long term borrowings from related parties		–		4,388		223,332		492,456		697,047			(1,414,730	)		2,493
Other liabilities		–		140,420		11,497		–		148,172			19,513			319,602
Pension liabilities		–		3,030		107,152		–		26,573			–			136,755
Income tax payable		–		42,296		–		–		86,420			43,031			171,747
Deferred taxes		–				–		–		395,375			30,924			426,299
Company obligated mandatorily redeemable preferred securities of subsidiary Fresenius Medical Care Capital Trusts holding solely Company-guaranteed debentures of subsidiary		–		–		–		–		640,696			–			640,696
Total liabilities		508,534		2,165,648		1,103,671		3,608,322		10,734,987			(9,324,272	)		8,796,890
Total FMC-AG & Co. KGaA shareholders’ equity		498		5,962,282		1,414,117		5,165,720		1,103,317			(7,683,652	)		5,962,282
Noncontrolling interest		–		–		–		–		160,504			–			160,504
Total equity		498		5,962,282		1,414,117		5,165,720		1,263,821			(7,683,652	)		6,122,786
Total liabilities and equity	$	509,032	$	8,127,930	$	2,517,788	$	8,774,042	$	11,998,808		$	(17,007,924	)	$	14,919,676

35

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

	For the three months period ended March 31, 2009
	Issuer			Guarantors
	FMC			FMC-AG &									Non-Guarantor			Combining			Combined
	Finance III			Co. KGaA			D-GmbH			FMCH			Subsidiaries			Adjustment			Total
Operating Activities:
Net income (loss)	$	125		$	198,106		$	5,193		$	105,678		$	174,849		$	(277,783	)	$	206,168
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity affiliate income		–			(143,735	)		–			(118,208	)		–			261,943			–
Depreciation and amortization		–			332			8,376			222			101,350			(4,809	)		105,471
Change in noncontrolling interest		–			–			–			–			1,423			5,004			6,427
Change in deferred taxes, net		–			30,465			4,177			–			(25,893	)		935			9,684
Loss (Gain) on sale of fixed assets and investments		–			–			206			–			(415	)		–			(209	)
Write-up of loans from related parties		–			–			–			–			–			–			–
Compensation expense related to stock options		–			7,626			–			–			–			–			7,626
Changes in assets and liabilities, net of amounts from businesses acquired:
Trade accounts receivable, net		–			–			1,018			–			(27,264	)		–			(26,246	)
Inventories		–			–			(24,741	)		–			(48,129	)		(10,579	)		(83,449	)
Prepaid expenses and other current and non-current assets		1			(7,556	)		(8,653	)		6,427			(28,004	)		8,544			(29,241	)
Accounts receivable from / payable to related parties		8,501			(84,689	)		(42,071	)		9,439			119,815			(129	)		10,866
Accounts payable, accrued expenses and other current and non-current liabilities		(8,611	)		6,420			8,808			(455	)		(69,297	)		1,374			(61,761	)
Income tax payable		32			(29,998	)		–			(8,095	)		39,206			9,083			10,228
Net cash provided by (used in) operating activities		48			(23,029	)		(47,687	)		(4,992	)		237,641			(6,417	)		155,564
Investing Activities:
Purchases of property, plant and equipment		–			(63	)		(11,127	)		–			(105,469	)		4,625			(112,034	)
Proceeds from sale of property, plant and equipment		–			–			96			–			1,231			–			1,327
Disbursement of loans to related parties		–			531			41			38,848			–			(39,420	)		–
Acquisitions and investments, net of cash acquired,
and net purchases of intangible assets		–			(4,161	)		(432	)		–			(36,004	)		4,065			(36,532	)
Proceeds from divestitures		–			–			–			–			918			–			918
Net cash (used in) provided by investing activities		–			(3,693	)		(11,422	)		38,848			(139,324	)		(30,730	)		(146,321	)
Financing Activities:
Short-term borrowings, net		–			(16,937	)		59,088			–			(65,910	)		–			(23,759	)
Long-term debt and capital lease obligations, net		–			33,839			–			(33,856	)		(34,251	)		39,420			5,152
Proceeds from exercise of stock options		–			7,578			–			–			1,388			–			8,966
Dividends paid		–			–			–			–			(2,203	)		2,203			–
Capital increase (decrease)		–			–			–			–			4,065			(4,065	)		–
Distributions to noncontrolling interest		–			–			–			–			(14,060	)		–			(14,060	)
Net cash provided by (used in) financing activities		–			24,480			59,088			(33,856	)		(110,971	)		37,558			(23,701	)
Effect of exchange rate changes on cash and cash equivalents		–			2,242			(2	)		–			(6,585	)		12			(4,333	)
Cash and Cash Equivalents:
Net increase (decrease) in cash and cash equivalents		48			–			(23	)		–			(19,239	)		423			(18,791	)
Cash and cash equivalents at beginning of period		23			–			44			–			221,517			–			221,584
Cash and cash equivalents at end of period	$	71		$	–		$	21		$	–		$	202,278		$	423		$	202,793

36

FRESENIUS MEDICAL CARE AG & Co. KGaA

Notes to Consolidated Financial Statements – (Continued)

(unaudited)

(in thousands, except share and per share data)

	For the three months period ended March 31, 2008
	Issuer			Guarantors
	FMC			FMC-AG &									Non-Guarantor			Combining			Combined
	Finance III			Co. KGaA			D-GmbH			FMCH			Subsidiaries			Adjustment			Total
Operating Activities:
Net income (loss)	$	125		$	185,873		$	(596	)	$	175,138		$	112,630		$	(281,414	)	$	191,756
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity affiliate income		–			(128,504	)		–			(142,357	)		–			270,861			–
Depreciation and amortization		–			408			8,570			222			92,474			(5,048	)		96,626
Change in noncontrolling interest		–			–			–			–			1,612			2,785			4,397
Change in deferred taxes, net		–			(5,033	)		(283	)		–			31,681			10,467			36,832
Loss (Gain) on sale of fixed assets and investments		–			–			46			–			(13,568	)		–			(13,522	)
Compensation expense related to stock options		–			6,930			–			–			–			–			6,930
Changes in assets and liabilities, net of amounts from businesses acquired:
Trade accounts receivable, net		–			–			(5,204	)		–			(87,432	)		–			(92,636	)
Inventories		–			–			(22,246	)		–			(39,058	)		9,107			(52,197	)
Prepaid expenses and other current and non-current assets		1			26,034			(10,453	)		(14,743	)		41,664			(5,295	)		37,208
Accounts receivable from / payable to related parties		9,656			(304,144	)		2,224			(52,074	)		347,953			(5,830	)		(2,215	)
Accounts payable, accrued expenses and other current and non-current liabilities		(9,843	)		942			33,768			(13,672	)		(7,134	)		(4,416	)		(355	)
Income tax payable		52			(31,774	)		–			21,854			(13,060	)		2,049			(20,879	)
Net cash (used in) provided by operating activities		(9	)		(249,268	)		5,826			(25,632	)		467,762			(6,734	)		191,945
Investing Activities:
Purchases of property, plant and equipment		–			(62	)		(13,406	)		–			(152,142	)		6,734			(158,876	)
Proceeds from sale of property, plant and equipment		–			–			359			–			5,293			–			5,652
Disbursement of loans to related parties		–			103,148			44			32,428			–			(135,620	)		–
Acquisitions and investments, net of cash acquired, and net purchases of intangible assets		–			–			(103	)		–			(71,922	)		–			(72,025	)
Proceeds from divestitures		–			–			–			–			39,183			–			39,183
Net cash provided by (used in) investing activities		–			103,086			(13,106	)		32,428			(179,588	)		(128,886	)		(186,066	)
Financing Activities:
Short-term borrowings, net		–			7,864			7,302			–			(13,094	)		–			2,072
Long-term debt and capital lease obligations, net		–			134,487			–			(6,796	)		(115,844	)		135,620			147,467
Redemption of trust preferred securities		–			–			–			–			(678,379	)		–			(678,379	)
Increase (decrease) of accounts receivable securitization program		–			–			–			–			492,000			–			492,000
Proceeds from exercise of stock options		–			5,512			–			–			1,085			–			6,597
Dividends paid		–			–			–			–			13			(13	)		–
Distributions to noncontrolling interest		–			–			–			–			(7,531	)		–			(7,531	)
Net cash provided by (used in) financing activities		–			147,863			7,302			(6,796	)		(321,750	)		135,607			(37,774	)
Effect of exchange rate changes on cash and cash equivalents		–			(1,430	)		5			–			8,310			13			6,898
Cash and Cash Equivalents:
Net (decrease) increase in cash and cash equivalents		(9	)		251			27			–			(25,266	)		–			(24,997	)
Cash and cash equivalents at beginning of period		44			–			45			–			244,601			–			244,690
Cash and cash equivalents at end of period	$	35		$	251		$	72		$	–		$	219,335		$	–		$	219,693

37

Quantitative and Qualitative Disclosures About Market Risk

During the period ended March 31, 2009, no material changes occurred to the information presented in Item 11 of the Company’s Annual Report onForm 20-F for the year ended December 31, 2008. For additional information, see Item 11 onform 20-F “Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report for the year ended December 31, 2008.

38

Controls and Procedures

The Company is a “foreign private issuer” within the meaning ofRule 3b-4(c) under the Securities Exchange Act of 1934, as amended. As such, the Company is not required to file quarterly reports with the Securities and Exchange Commission and it is required to provide an evaluation of the effectiveness of its disclosure controls and certifications of its Chief Executive Officer and Chief Financial Officer under Sections 302 and 906 of theSarbanes-Oxley Act of 2002 only in its Annual Report onForm 20-F. The Company furnishes quarterly financial information to the Securities and Exchange Commission and such certifications under cover ofForm 6-K on a voluntary basis and pursuant to the provisions of the Company’s pooling agreement entered into for the benefit of the public holders of our ordinary shares and the holders of our preference shares. In connection with such voluntary reporting, the Company’s management, including the Chief Executive Officer and Chief Financial Officer of the Company’s general partner, have conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report, of the type contemplated by Securities Exchange ActRule 13a-14. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded in connection with the furnishing of this report, that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in a quarterly report has been made known to them in a timely fashion. During the past fiscal quarter, there have been no significant changes in internal controls, or in factors that could significantly affect internal controls.

39

Legal Proceedings

The information in Note 9 of the Notes to Consolidated Financial Statements presented elsewhere in this report is incorporated by this reference in response to this item.

40

Exhibits

Exhibit No.
	10	.1	Articles of Association (Satzung) of the Registrant (filed herewith)
	31	.1	Certification of Chief Executive Officer of the Company’s General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2	Certification of Chief Financial Officer of the Company’s General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	.1	Certification of Chief Executive Officer of the Company’s General Partner and Chief Financial Officer of the Company’s General Partner Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (this exhibit accompanies this report as required by the Sarbanes-Oxley Act of 2002 and is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended).

41

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: April 30, 2009

Fresenius Medical Care AG & Co. KGaA

a partnership limited by shares, represented by:

Fresenius Medical Care Management AG, its
general partner

By:

/s/  Dr. Ben J. Lipps

Name:     Dr. Ben J. Lipps

Title:  Chief Executive Officer and

Chairman of the Management Board of the

General Partner

By:

/s/  Lawrence A. Rosen

Name:     Lawrence A. Rosen

Title:    Chief Financial Officer and member of the

Management Board of the General Partner

42