Skip to main content

On August 12, 2005, Citadel Equity Fund Ltd., London, submitted a countermotion to agenda item 1 of the Extraordinary General Meeting and to the only agenda item of the Separate Meeting of Preference Shareholders – Resolution on the conversion of non-voting bearer preference shares into bearer ordinary shares. Citadel Equity Fund Ltd. hereby requests all shareholders of Fresenius Medical Care AG to approve the conversion only when the conversion premium will be reduced to € 9.75 per bearer preference share.

Fresenius AG as shareholder of Fresenius Medical Care AG will vote in favor of this countermotion in the Extraordinary General Meeting. The Company owns 50.76 % of the ordinary shares of Fresenius Medical Care AG.

The proposed step towards just one share class at Fresenius Medical Care AG was well accepted by the shareholders. This is also reflected in the share price development of Fresenius Medical Care's ordinary and preference shares since the announcement of this measure beginning of May. The conversion of preference shares into ordinary shares is expected to improve trading liquidity of the ordinary shares and Fresenius Medical Care's position in the German stock index (DAX). In addition, it will increase the company's flexibility to finance future growth. Therefore, this initiative is in the interests of Fresenius Medical Care AG as well as of its preference and ordinary shareholders and accordingly in the interests of Fresenius AG.

The countermotion, however, indicates that the attractiveness of the conversion premium to be paid by the preference shareholders is perceived differently by some shareholders. In order to increase the incentive to the preference shareholders to participate in the conversion, Fresenius AG considers the reduced conversion premium of € 9.75 as proposed in Citadel's countermotion as acceptable. Given the advantages of a single share class, Fresenius AG is convinced that voting in favor of the countermotion is to the benefit of all shareholders of Fresenius Medical Care AG.

This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.

Bad Homburg, Germany – Fresenius Medical Care AG ("the Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today reports that its shareholders have approved the proposed transformation of the Company's legal form into a Kommanditgesellschaft auf Aktien (KGaA) and the plan for a voluntary exchange offer to convert the Company's preference shares into ordinary shares.
A large majority of Ordinary Shareholders approved both proposals at the Extraordinary General Meeting (EGM). The transformation was approved by nearly 91% of the represented ordinary share capital, and the conversion was approved by nearly 94% of the represented ordinary share capital. As a result, the required three-fourths majority of the represented ordinary share capital was achieved for both proposals.

At the Separate Meeting of Preference Shareholders, which was held immediately following the EGM, the preference share conversion proposal was approved by nearly 85% of the represented preference share capital, i.e. with the required three-fourths majority. Preference shareholders were not entitled to vote on the change of the legal form.
Ordinary and preference shareholders approved the conversion based on the pre-announced countermotion by Citadel Equity Fund Ltd., London, which was also supported by Fresenius AG. This countermotion requested a reduction of the conversion premium to € 9.75 per bearer preference share instead of the originally suggested conversion premium of € 12.25.

In addition, the Extraordinary General Meeting approved the adjustment of the existing Employee Participation Programs and agreed to a new level of Authorized Capital.

At the Extraordinary General Meeting, 72% of the ordinary share capital and 68% of the preference share capital was represented. At the Separate Meeting of Preference Shareholders 68% of the preference share capital was represented.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "This decision by our shareholders enables Fresenius Medical Care to make a major step towards enhancing the attractiveness of our shares and in providing flexibility for future growth opportunities. The conversion of preference shares into ordinary shares simplifies our share structure and, consequently, is expected to improve trading liquidity of the ordinary shares as well as advancing Fresenius Medical Care's position on the German stock index (DAX). Our new corporate and capital structure also assures consistently high standards of corporate governance and transparency. The approved initiatives will give us further financial flexibility for the benefit of all stakeholders."

Fresenius Medical Care AG is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,300,000 individuals worldwide. Through its network of approximately 1,645 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides Dialysis Treatment to approximately 128,200 patients around the globe. Fresenius Medical Care is also the world's leading provider of Dialysis Products such as hemodialysis machines, dialyzers and related disposable products. For more information about Fresenius Medical Care, visit the Company's website at www.fmc-ag.com.


This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forward-looking statements in this release.

Bad Homburg, Germany - October 10, 2005 - Fresenius Medical Care AG ("the Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today announced that the Company has been named in some civil actions by a small number of shareholders contesting the resolutions of the Extraordinary General Meeting ("EGM"). The EGM was held August 30, 2005 to transform the Company's legal form into a partnership limited by shares ("KGaA") and to convert the preference shares into ordinary shares to move to one share class. The Company believes that these actions are without merit and it will defend vigorously the resolutions adopted by the EGM in an appropriate way.

The transformation of the Company's legal form and the conversion of the preference shares were approved by an overwhelming majority of common and preference shareholders at the EGM. The transformation was approved by nearly 91% of the represented ordinary share capital, and the conversion was approved by nearly 94% of the represented ordinary share capital. At the Separate Meeting of Preference Shareholders, which was held immediately following the EGM, the preference share conversion proposal was approved by nearly 85% of the represented preference share capital. Moreover, broad shareholder support for the resolutions is also evidenced by the strong share price development since the announcement in May 2005.

As a result of the acceptance of these capital structure changes by the majority of the shareholders and the financial community, Fresenius Medical Care will continue its preparation to accomplish these value-enhancing transactions with determination.

Fresenius Medical Care AG is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,300,000 individuals worldwide. Through its network of approximately 1,645 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 128,200 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products. For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.


This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forward-looking statements in this release.

  • Acquisition of HELIOS Kliniken builds Fresenius ProServe's hospital management business
  • Acquisition of Clinico to develop Fresenius Kabi's medical devices business
  • Committed financing
  • Excellent financial results in the 1st-3rd quarter of 2005 (preliminary); 2005 Group outlook – earnings guidance raised


Acquisition of HELIOS Kliniken GmbH, a leading hospital operator in Germany
Fresenius has entered into an agreement to acquire HELIOS Kliniken GmbH, Fulda, Germany. Through the acquisition, Fresenius creates an excellent platform for further growth in the German acute care market. HELIOS is recognized for having medical quality standards of the highest level in the industry. With expected sales of approx. € 1.2 billion in 2005 the company ranks among the largest and financially most successful private hospital chains in Germany. The acquisition of HELIOS will establish Fresenius ProServe as one of the leading private hospital operators in Germany and create a strong third business segment within Fresenius Group.

„The hospital management business in Germany has been our clear focus following the streamlining of Fresenius ProServe's operations in 2003 and 2004. The acquisition of one of the most successful German hospital operators is an unique opportunity to strengthen our position in acute care hospitals. Building on this strong position, we will capitalize on the excellent growth potential of the ongoing privatization process in the German hospital market. HELIOS is an extremely well-managed company and is, just like Fresenius, strongly committed to deliver best-in-class medical treatment," commented Dr. Ulf M. Schneider, Chairman of the Management Board of Fresenius AG.

HELIOS Kliniken GmbH is one of the leading private German hospital operators in terms of revenue growth and profitability. Since 2002, the company posted a compounded annual growth rate of 28 % in sales. In 2004, HELIOS achieved revenues of € 1,161 million, operating income of € 95 million and net income of € 66 million. The company owns 24 hospitals with a total capacity of approx. 9,300 beds. HELIOS is the only hospital chain in Germany that operates four maximum-care hospitals with more than 1,000 beds each. The company has approx. 18,000 employees and performs about 330,000 inpatient and about 700,000 outpatient treatments annually.

HELIOS enjoys an excellent reputation with medical experts and patients. The company implemented a comprehensive medical quality management system and is the first German hospital chain that sets quantitative medical targets. The Annual report as well as the quality and intellectual capital reports document HELIOS's achievements and targets with outstanding transparency. HELIOS's experienced and acquisition-proven management team will continue to manage the company. All members of the HELIOS Management continue to be shareholders in the company.

"Our proven medical know-how and partnership network management is the basis for our leading position in medical quality standards. With Fresenius, we will further strengthen this position. We are well prepared for further growth in the highly dynamic German hospital market for acute care, even for ambitious privatization projects," commented Ralf Michels, Managing Director of HELIOS Kliniken GmbH.

In the future, the hospitals of HELIOS and the Fresenius hospitals of the Wittgensteiner Group will operate under the leadership and brand of HELIOS. Both companies are highly complementary in terms of geographical fit and medical focus. The combined business will include 55 clinics with 2004 pro-forma revenues of approx. € 1.5 billion.

The purchase price for 100 % of the HELIOS shares is € 1.5 billion plus € 100 million for the net cash position. Fresenius will acquire 94 % of the HELIOS shares, 6 % will continue to be held by the HELIOS management.

The acquisition requires antitrust approval. Fresenius anticipates to close this transaction at the end of 2005.

Acquisition of the business of Clinico GmbH – Fresenius Kabi strengthens product portfolio and production network of medical devices
Fresenius Kabi has entered into an agreement to acquire the business of Clinico GmbH, Bad Hersfeld, Germany. Clinico manufactures medical devices used for the application of infusion therapies and clinical nutrition, such as sterile disposables for the application of drugs, application systems for clinical nutrition as well as catheter systems. The company has a development center and a tool-making site in Germany as well as production plants in Poland and China with state-of-the-art production technologies. All Clinico production plants are certified according to ISO and meet the requirements of the FDA.

Fresenius Kabi is the European leader in infusion therapy and clinical nutrition and offers medical devices for the application of these therapies. With the acquisition of Clinico, Fresenius Kabi extends its product portfolio and will distribute Clinico's products through its existing sales and distribution organization. In addition, the company increases its development and production network for medical devices.

Preliminary sales for the fiscal year 2004/05 (September 30) were about € 51 million, mainly achieved with industrial clients. Clinico has over 1,500 employees.

The acquisition requires the approval of the German antitrust authority.

Committed financing
It is planned to finance the acquisitions through a capital increase in the amount of around € 800 million and a bond in the amount of around € 700 million. The capital increase from approved capital is planned to be completed in 2005 with a subscription right granted to shareholders. A major German bank has committed to underwrite the total amount of the capital increase at customary market conditions. The details of the capital increase will be published in the coming weeks. Commitments for a € 700 million bridge financing have been received from two international banks, as the bond is planned to be issued in the first half of 2006. The Else Kröner-Fresenius-Foundation has notified us, that it will participate in the planned capital increase with an amount of € 100 million. In addition, the proceeds from the disposal of unused subscription rights will be fully invested. Allianz Lebensversicherungs-AG has notified us, that it will positively support the planned capital increase.

Fresenius expects the 2005 acquisitions of Labesfal, Clinico and HELIOS to be slightly accretive to 2006 earnings per share and to be clearly accretive as from 2007.

The financing mix of equity and debt is designed to keep Fresenius Group's key credit ratios substantially unchanged.

Excellent financial results in the 1st-3rd quarter 2005 (preliminary); 2005 Group outlook – earnings guidance raised
In context with the announced transactions, Fresenius provides an overview on the financial results of the first nine months 2005.

Based on preliminary figures, Fresenius achieved excellent financial results in the first nine months of 2005.

Group sales increased 7 % in constant currency. At actual rates, sales were € 5,717 million, an increase of 6 %. Earnings increased stronger than sales: Group EBIT rose 13 % in constant currency and 12 % at actual rates to € 702 million. Group net income grew by 28 % in constant currency and 27 % at actual rates to € 159 million.

The business segments made the following contribution to this excellent development:

Based on preliminary figures, Fresenius Medical Care achieved sales growth of 9 % to US$ 5,000 million in the first nine months of 2005. EBIT and net income posted a strong performance: EBIT rose 11 % to US$ 694 million including US$ 8 million of one-time costs related to the transformation of Fresenius Medical Care's legal form into a KGaA. Net income was US$ 338 million, up 15 % from the first nine months of 2004.

For the year 2005, Fresenius Medical Care confirms its outlook and expects a revenue growth at constant currency between 6 and 9 % and a net income growth between 12 and 15 %. The company expects to achieve the upper end of the net income guidance. This guidance does not take into effect the impact of the Renal Care Group acquisition or the one-time costs for the full year 2005 in connection with the transformation of the company's legal form, or the conversion of the preference shares into ordinary shares.

Fresenius Kabi achieved an excellent sales growth of 12 % to € 1,239 million in the first nine months. EBIT increased significantly by 32 % to € 170 million. The EBIT margin was 13.7 % (Q1-3 2004: 11.7 %). In Q3 2005, the EBIT margin improved to 14.3 %.

Fresenius Kabi confirms its full-year EBIT margin outlook of >13.5 %. Constant-currency sales growth is expected at about 10 %.

In the first nine months of 2005, Fresenius ProServe achieved sales of € 552 million, a decrease of 5 % compared to the previous year. On a comparable basis (excluding the nursing home business sold in 2004 and the discontinued international hospital management business), sales would have been on previous year's level. EBIT was € 11 million in the first nine months of 2005 (Q1-Q3 2004: € 3 million; before one-time expenses: € 11 million). Based on a stronger order intake in its project business, Fresenius ProServe expects improved sales and earnings in Q4 2005.

Fresenius ProServe confirms its full-year outlook for 2005 and expects EBIT of € 20 to € 25 million and organic sales growth of 5 to 8%.

Based on these excellent preliminary Group figures, Fresenius raises its full-year earnings outlook (before the announced acquisitions): Net income is expected to grow at >25 % in constant currency. Previously, the Company expected 20 to 25 % net income growth. The projection for constant-currency sales growth remains at 6 to 9 %.

The final figures for the first nine months of 2005 will be announced on November 3, 2005, as originally scheduled.

Key figures of the business segments (preliminary)


Analyst Meeting and live video webcast
Fresenius AG will host an analyst meeting today, Friday, October 14, 2005, at 3.00 p.m. CEDT / 9.00 a.m. EDT at its headquarters in Bad Homburg, Germany.

The live video webcast of the analyst meeting can be followed on this website. A replay of the webcast will be available shortly after the meeting.


Glossary- maximum-care hospitals
The government plan for general and specialty hospitals basically encompasses four categories. Hospitals for maximum-care generally go far beyond the other categories with their range of services. They typically hold their clinical capacities for 24 hours 7days a week and are obliged to particular standards of quality assurance. Furthermore they shall provide state of the art medical and technical equipment. Hospitals for maximum-care are especially obliged to educational and professional training.

THIS RELEASE IS FOR INFORMATION PURPOSES ONLY AND MAY NOT BE FURTHER DISTRIBUTED OR PASSED ON TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.

This release does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Fresenius AG ("Fresenius") or any present or future member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities in Fresenius or any member of its group or any commitment whatsoever.

The information contained in this release is for background purposes only and is subject to amendment, revision and updating. Certain statements contained in this release may be statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties. In addition to statements which are forward-looking by reason of context, including without limitation, statements referring to risk limitations, operational profitability, financial strength, performance targets, profitable growth opportunities, and risk adequate pricing, as well as the words "may, will, should, expects, plans, intends, anticipates, believes, estimates, predicts, or continue", "potential, future, or further", and similar expressions identify forward-looking statements. Actual results, performance or events may differ materially from those in such statements as a result of, among other factors, changing business or other market conditions and the prospects for growth anticipated by the management of Fresenius. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Fresenius does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release.

Strong Third Quarter 2005 (preliminary):

  • Net Revenue: $ 1,717 million, + 9%
  • Operating Income (EBIT): $ 235 million, + 10%
  • Operating Income (EBIT) excluding one-time costs: $ 242 million, + 13%
  • Net Income: $ 115 million, + 13%
  • Net Income excluding one-time costs: $ 119 million, + 17%

Fresenius Medical Care AG ("the Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today announced preliminary results for the third quarter and the first nine months of 2005. The disclosure of the Company's preliminary results on an extraordinary basis has been triggered to support the financing announced by Fresenius AG today.


Third Quarter 2005:

Based on preliminary data, the total revenue for the third quarter 2005 increased by 9% (8% at constant currency) to $1,717 million.

Operating income (EBIT) increased by 10% to $235 million. Operating income in the third quarter 2005 includes $7 million of one-time costs related to the transformation of Fresenius Medical Care's legal form into a Kommanditgesellschaft auf Aktien (KGaA). As previously announced the Company expects one-time costs for the full year 2005 to be approximately $10 million for the transformation and the conversion of the preference shares into ordinary shares. This amount includes the one-time costs in Q3 2005.

Excluding one-time costs the operating income for the third quarter 2005 increased by 13% to $242 million. This very good performance resulted in an operating margin of 14.1% compared to 13.6% for the same quarter in 2004.

Net income in the third quarter 2005 was $115 million, an increase of 13%. Excluding one-time costs the net income increased by 17% to $119 million.


First Nine Months 2005:

Net revenue was $5,000 million, up 9% from the first nine months of 2004. Adjusted for currency, net revenue rose by 8% in this period.
Operating income (EBIT) increased by 11% to $694 million. Operating income for the first nine months of 2005 includes $8 million of one-time costs related to the transformation of Fresenius Medical Care's legal form into KGaA. Excluding one-time costs the operating income increased by 12% to $702 million resulting in an operating margin of 14.0% after 13.6% in the same period in 2004.

In the first nine months of 2005, net income was $338 million, up 15% from the first nine months of 2004. Excluding one-time costs the net income increased by 17% to $343 million.

Detailed results of Fresenius Medical Care will be reported on November 03, 2005.


Outlook 2005 – Confirmed
For the year 2005, the Company reconfirms its outlook and expects a top-line revenue growth at constant currency between 6% and 9% and a net income growth between 12% and 15%. The Company expects to achieve the upper end of the net income guidance.
This guidance does not take into effect the impact of the Renal Care Group acquisition or the one-time costs for the full year 2005 in connection with the transformation of the Company's legal form, or the conversion of the preference shares into ordinary shares.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "We are very pleased with our preliminary financial results for the third quarter 2005 and we are clearly on track to achieve our full year targets."

Fresenius Medical Care AG is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,300,000 individuals worldwide. Through its network of approximately 1,645 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 128,200 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.

For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.


This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forward-looking statements in this release.

Excellent Third Quarter 2005:

  • Net Revenue: $ 1,717 million, + 9%
  • Operating Income (EBIT): $ 237 million, + 11%
  • Net Income: $ 116 million, + 14%


Excluding one-time costs

  • Operating Income (EBIT): $ 244 million, + 14%
  • Net Income: $ 120 million, + 18%

Fresenius Medical Care AG ("the Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today announced the final results for the third quarter and nine months of 2005.


Third Quarter 2005:

Revenue

Total revenue for the third quarter 2005 increased by 9% (8% at constant currency) to $1,717 million. The total organic growth rate worldwide was 7%. Dialysis Care revenue grew by 9% to $1,247 million (8% at constant currency) in the third quarter of 2005. Dialysis Product revenue increased by 10% to $470 million (9% at constant currency) in the same period.

North America revenue increased by 8% to $1,168 million. Dialysis Care revenue increased by 7% to $1,037 million. Average revenue per treatment for the U.S. clinics increased by 2.5% to $299 in the third quarter 2005, as compared to $291 for the same quarter in 2004. Same-store treatment growth was 3.0% (U.S. operations). Dialysis Product revenue increased by 16% to $131 million led by strong sales of our 2008K hemodialysis machines and dialyzers.

International revenue was $549 million, an increase of 12% as compared to the third quarter of 2004, or 10% adjusted for currency. Dialysis Care revenue reached $210 million, an increase of 20% (17% at constant currency). Dialysis Products revenue increased by 8% to $338 million (6% at constant currency).

Earnings

Operating income (EBIT) increased by 11% to $237 million. Operating income in the third quarter 2005 includes $7 million of one-time costs related to the transformation of Fresenius Medical Care's legal form into a Kommanditgesellschaft auf Aktien (KGaA). As previously announced, the Company expects one-time costs for the full year 2005 to be approximately $10 million for the transformation. This amount includes the one-time costs in the third quarter 2005.

Excluding one-time costs, the operating income for the third quarter 2005 increased by 14% to $244 million. This very good performance resulted in an operating margin of 14.2% compared to 13.6% for the same quarter in 2004.

Compared with the third quarter 2004, the operating margin in North America increased by 40 basis points to 14.3%. In our International segment, the operating margin increased by 130 basis points to 15.9%. The strong operational performance in the International segment was positively impacted by better production efficiencies, sales of higher margin products, favorable reimbursement environment in major dialysis service countries and foreign currency gains.

Net interest expense decreased by 8% to $42 million for the third quarter of 2005. This positive development was mainly attributable to a lower debt level in combination with lower average interest rates.

Income tax expense was $79 million in the third quarter of 2005, compared to $67 million in the third quarter of 2004, reflecting effective tax rates of 40.3% and 39.8%, respectively.

Net income in the third quarter 2005 was $116 million, an increase of 14%. Excluding one-time costs, net income increased by 18%.

Earnings per share (EPS) in the third quarter of 2005 rose by 13% to $1.19 per ordinary share ($0.40 per ADS), compared to $1.06 ($0.35 per ADS) in the third quarter of 2004. The weighted average number of shares outstanding during the third quarter of 2005 was approximately 96.8 million.

Cash Flow

In the third quarter of 2005, the Company generated $202 million in net cash from operations, which is 11.8% of revenue – at the high end of our target.

A total of $65 million (net of disposals) was used for capital expenditures. Free Cash Flow before acquisitions was $137 million for the third quarter of 2005. Days Sales Outstanding (DSO) in the third quarter of 2005 were reduced by 1 day compared to the second quarter of 2005 as a result of strong cash collection efforts, especially in North America. A total of $34 million in cash was used for acquisitions.


Nine Months ended September 30, 2005:

Earnings and Revenue

For the nine months ended September 30, 2005 net income was $339 million, up 16% from the same period in 2004. Excluding one-time costs, net income increased by 17%.

Net revenue for the nine months 2005 was $4,999 million, up 9% compared to the same period in 2004. Adjusted for currency, net revenue rose 8%.

Operating income (EBIT) increased by 11% to $695 million. Operating income for the nine months ended September 30, 2005 includes $8 million of one-time costs related to the transformation of Fresenius Medical Care's legal form into KGaA. Excluding one-time costs, operating income increased by 13% to $703 million resulting in an operating margin of 14.1% as compared to 13.6% in the same period in 2004.

Net interest expenses for the nine months ended September 30, 2005 decreased by 8% to $127 million. Income tax expense was $227 million for the nine months compared to $193 million in the same period in 2004. This reflects an effective tax rate of 40.0% for 2005.

In the nine months ended September 30, 2005 earnings per ordinary share rose by 15% to $3.50 ($1.17 per ADS).

Cash Flow

Cash from operations for nine months of 2005 was $470 million compared to $560 million in the same period of 2004. This reduction was mainly due to higher income tax payments in North America, fluctuations in collections of other receivables and a slower rate of DSO improvement this year.

A total of $162 million was used for capital expenditures, net of disposals. Free Cash Flow before acquisitions for the nine months of 2005 was $308 million as compared to $417 million in the same period of 2004. Net cash used for acquisitions was $86 million in the nine months ended September 30, 2005.

Patients - Clinics - Treatments

As of the end of the third quarter in 2005, Fresenius Medical Care served approximately 130,400 patients worldwide, which represents an increase in patients of 6%. North America provided dialysis treatments for more than 88,800 patients (+4%) and the International segment served approximately 41,600 patients (+11%).

As of September 30, 2005, the Company operated a total of 1,670 clinics worldwide, comprised of 1,155 clinics (+2%) in North America and 515 clinics (+11%) in the International segment.

Fresenius Medical Care delivered approximately 14.66 million treatments in the nine months ended September 30, 2005, which represents an increase of 5% year over year. North America accounted for 10.04 million treatments (+4%) and the International segment for 4.63 million treatments (+7%).


Renal Care Group Acquisition

Shareholders of Renal Care Group, Inc. (NYSE: RCI) voted overwhelmingly at its special meeting on August 24, 2005, to adopt the merger agreement under which Fresenius Medical Care AG will acquire Renal Care Group, Inc. for $48.00 per common share.

The transaction remains subject to other customary closing conditions, including the expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act. The Company and Renal Care Group are in the process of responding to the Federal Trade Commission's (FTC) request for additional information related to the acquisition. The Company is still working toward closing the transaction by the end of 2005. However, our ability to complete the acquisition is dependent upon the FTC's review process and it is possible that the closing date could move into early 2006.


Change of the Legal Form to a KGaA and the Conversion of Preference Shares into Ordinary Shares

Ordinary and preference shareholders of Fresenius Medical Care approved by an overwhelming majority the proposed transformation of the Company's legal form into a partnership limited by shares (Kommanditgesellschaft auf Aktien - "KGaA") as well as the plan for a voluntary exchange offer to convert the Company's preference shares into ordinary shares. At the Extraordinary General Meeting (EGM) on August 30, 2005, the transformation was approved by nearly 91% of the represented ordinary share capital, and the conversion was approved by nearly 94% of the represented ordinary share capital. At the Separate Meeting of Preference Shareholders, which was held immediately following the EGM, the preference share conversion proposal was approved by nearly 85% of the represented preference share capital.

On October 10, 2005 Fresenius Medical Care announced that the Company has been named in certain civil actions by a small number of shareholders contesting the resolutions of the EGM. The Company believes that these actions are without merit and it will defend vigorously the resolutions adopted by the EGM in an appropriate way.

As a result of the acceptance of these capital structure changes by the majority of the shareholders and the scope of the lawsuits, Fresenius Medical Care will continue its preparation to accomplish these value-enhancing transactions with determination.

Additional information related to the anticipated change of the legal form and the planned conversion of preference shares into ordinary shares can be accessed on the website of Fresenius Medical Care at www.fmc-ag.com or www.fmc-ag.de. Form F-4 can be accessed at the Securities and Exchange Commission's website at www.sec.gov.


Outlook 2005 – Confirmed

For the full year 2005, the Company reconfirms its outlook and expects top-line revenue growth at constant currency between 6% and 9% and net income growth between 12% and 15%. The Company expects to achieve the upper end of the net income guidance. This guidance does not take into effect the impact of the Renal Care Group acquisition or the one-time costs for the full year 2005 in connection with the transformation of the Company's legal form, nor the conversion of the preference shares into ordinary shares.

Furthermore, the Company now expects capital expenditures of about $250-300 million and spending on acquisitions of about $125-175 million. Previously, the Company anticipated capital expenditures of about $350-400 million and spending on acquisitions of about $200-250 million.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "Europe and North America, with solid performance from our Latin America and Asia Pacific regions, contributed to our excellent third quarter and nine months financial results, and exceeded expectations. As a result we now expect net income for the year to be at the upper end of our guidance for 2005. Our financial performance shows the continued strength of our business segments worldwide. We have clearly maintained our operational focus while advancing our three major initiatives – the acquisition of Renal Care Group, the corporate structure transformation, and the movement towards one share class, resulting from the preference share conversion offer."


Video Webcast

Fresenius Medical Care will hold an analyst meeting at its headquarters in Bad Homburg, Germany, to discuss the results of the third quarter and nine months on November 3, 2005 at 2.45pm CET / 8.45am EST. The Company invites investors to view the live video webcast of the meeting at the Company's website www.fmc-ag.com in the "Investor Relations" section. A replay will be available shortly after the meeting.

Fresenius Medical Care AG is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,300,000 individuals worldwide. Through its network of approximately 1,670 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 130,400 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products. For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.


This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forward-looking statements in this release.

  • Sales: € 5.7 billion, + 7 % in constant currency, + 6 % at actual rates
  • EBIT: € 703 million, + 13 % in constant currency, + 12 % at actual rates
  • Net income: € 161 million, + 30 % in constant currency, + 29 % at actual rates
  • Fresenius Medical Care continues strong sales and earnings growth
  • Fresenius Kabi achieves excellent operating income and strong organic growth
  • Fresenius ProServe increases order intake by 20 %

Compared to the preliminary figures announced on October 14, 2005, EBIT improved by € 1 million to € 703 million and net income by € 2 million to € 161 million.

2005 Group outlook confirmed
Fresenius confirms its increased earnings guidance as announced in the preliminary nine-month results release on October 14, 2005 as well as its sales expectation for the full-year 2005 (before the announced acquisitions).

Sales – high organic growth
In the first nine months of 2005, Group sales increased 7 % in constant currency. Organic growth contributed 6 % and acquisitions 2 % to this increase. Currency translation had a -1 % and divestments a -1 % effect on sales. Sales were € 5,712 million, an increase of 6 % at actual rates (Q1-3 2004: € 5,399 million).

Remarkable constant-currency sales growth was achieved in the main markets North America and Europe of 7 % each. Strong growth rates were achieved in Latin America (+20 %) and in Africa (+29 %). In Asia-Pacific, Fresenius Kabi achieved excellent sales growth. The lower project volume at Fresenius ProServe impacted the sales development in this region.



Sales contribution of the three business segments:



Excellent earnings growth
EBITDA increased 11 % in constant currency and 9 % at actual rates to € 937 million (Q1-3 2004: € 857 million). Group EBIT rose 13 % in constant currency and 12 % at actual rates to € 703 million (Q1-3 2004: € 628 million). The Group EBIT margin further improved to 12.3 % in the first nine months of 2005 (Q1-3 2004: 11.6 %).

Group net interest was € -146 million in the first nine months of 2005 (Q1-3 2004: € -156 million). This improvement was mainly the result of a lower debt level compared to the first nine months of 2004 in combination with lower interest rates. The tax rate for the first nine months of 2005 was 39.3% (Q1-3 2004: 40.3 %), in line with the full-year expectation.

Minority interest increased to € 177 million (Q1-3 2004: € 157 million). 96 % was attributable to minority interest of Fresenius Medical Care. Group net income grew strongly by 30 % in constant currency and by 29 % at actual rates to € 161 million (Q1-3 2004: € 125 million). Excellent operating results of the two largest business segments Fresenius Medical Care and Fresenius Kabi, lower interest expenses and a lower tax rate contributed to this increase.

Earnings per ordinary share were € 3.92 (Q1-3 2004: € 3.04). Earnings per preference share were € 3.94 (Q1-3 2004: € 3.06). EPS increased 29 % for both share classes.

Investments considerably increased
In the first nine months of 2005, Group investments increased considerably to € 460 million (Q1-3 2004: € 253 million). € 196 million was spent for property, plant and equipment and intangible assets (Q1-3 2004: € 174 million) and € 264 million for acquisitions (Q1-3 2004: € 79 million). The increase in acquisition spending was mainly driven by Fresenius Kabi.

Solid cash flow performance
Fresenius achieved a very good operating cash flow of € 592 million in the first nine month of 2005 (Q1-3 2004: € 580 million). This positive performance was driven by improved earnings whereas higher income tax payments of Fresenius Medical Care in North America had a negative effect. Free cash flow before acquisitions and dividends was € 412 million (Q1-3 2004: € 423 million). Free cash flow after acquisitions (€ 213 million) and dividends (€ 132 million) was € 67 million (Q1-3 2004: € 232 million). This figure was driven by significantly higher acquisition- spending and higher dividend payments.

Solid balance sheet structure
Total assets increased 12% to € 9,196 million (December 31, 2004: € 8,188 million). In constant currency, total assets grew 5 %. Current assets increased 15 % to € 3,163 million (December 31, 2004: € 2,755 million). In constant currency, current assets grew 9 %. This increase was driven by acquisitions and growth of operations.

Group debt rose 3 % to € 2,821 million as of September 30, 2005 (December 31, 2004: € 2,735 million). In constant currency, debt was 1 % below previous year-end's figure. The net debt/EBITDA ratio was 2.1 as of September 30, 2005 (December 31, 2004: 2.2).

Shareholders' equity including minority interest rose 17 % to € 3,932 million compared to € 3,347 million on December 31, 2004 (at constant currency: +6 %). The equity ratio including minority interest improved to 42.8 % due to strong increase in earnings and currency translation effects (December 31, 2004: 40.9 %).

Employee numbers continue to grow
As of September 30, 2005, the Group had 72,484 employees worldwide, an increase of 6 % (December 31, 2004: 68,494).

Fresenius Biotech
Fresenius Biotech develops innovative therapies with trifunctional antibodies for the treatment of cancer as well as cell therapies for the treatment of the immune system. In the field of polyclonal antibodies, Fresenius Biotech has successfully marketed ATG-Fresenius S for many years. ATG-Fresenius S is an immunosuppressive agent used to prevent and treat graft rejection following organ transplantation.

In the field of trifunctional antibody therapies, the current studies for ovarian cancer (Phase IIa), malignant ascites (Phase II/III) and malignant pleural effusion (Phase I) are continuing according to plan. Results of those studies will be presented for ovarian cancer in the first half of 2006 and for malignant ascites as well as malignant pleural effusion in the second half of 2006. Two phase II studies are in preparation to investigate the treatment of gastric cancer and breast cancer following positive results from two phase I studies for the treatment of peritoneal carcinomatosis and breast cancer. In addition, Fresenius Biotech acquired from its partner Trion the exclusive worldwide clinical development, registration, marketing and sales rights for the trifunctional antibody lymphomun. With this antibody Fresenius Biotech extends its range of indications from solid tumors to malignancies of the blood. The antibody is in preclinical development.

The Business Segments

Fresenius Medical Care
Fresenius Medical Care is the world's leading provider of products and services for patients with chronic kidney failure. As of September 30, 2005, Fresenius Medical Care was serving approximately 130,400 patients (+6 %) in 1,670 dialysis clinics (+5 %). The company delivered about 14.7 million treatments in the first nine months of 2005 (+5 %).

  • Strong sales and earnings growth continued
  • Excellent performance in North America and Europe
  • 2005 outlook confirmed

In the first nine months of 2005, Fresenius Medical Care achieved sales growth of 9 % to US$ 4,999 million (Q1-3 2004: US$ 4,588 million). In constant currency, sales rose 8 %. Organic growth was 7 %.

In North America Fresenius Medical Care achieved a strong sales increase of 7 % to US$ 3,383 million (Q1-3 2004: US$ 3,149 million). Sales outside North America ("International") showed an even stronger growth of 12 % to US$ 1,616 million (Q1-3 2004: US$ 1,439 million). Sales in dialysis care increased 8 % to US$ 3,610 million (Q1-3 2004: US$ 3,334 million). In dialysis products, Fresenius Medical Care achieved sales growth of 11 % to US$ 1,389 million (Q1-3 2004: US$ 1,254 million).

EBIT rose 11 % to US$ 695 million (Q1-3 2004: US$ 625 million) and the EBIT margin was 13.9 % (Q1-3 2004: 13.6 %). EBIT includes one-time costs of US$ 8 million related to the transformation of Fresenius Medical Care's legal form into a KGaA. As previously announced, the company expects one-time costs for the full year 2005 to be approximately US$ 10 million for the transformation. Net income grew by 16 % to US$ 339 million in the first nine months of 2005.

For the year 2005, Fresenius Medical Care reconfirms its outlook. This guidance does not take into effect the impact of the Renal Care Group acquisition or the one-time costs for the full year 2005 in connection with the transformation of the company's legal form, nor the conversion of the preference shares into ordinary shares. For further information, please see Fresenius Medical Care's Investor News at www.fmc-ag.com.

Fresenius Kabi
Fresenius Kabi offers infusion therapies and clinical nutrition for seriously and chronically ill patients in the hospital and out-patient environments. The company is also a leading provider of transfusion technology products.

  • New record EBIT margin of 14.3 % in the third quarter of 2005
  • Excellent organic growth of 7 % in the first nine months of 2005
  • 2005 outlook confirmed

In the first nine months of 2005, Fresenius Kabi's sales rose 12 % to € 1,239 million (Q1-3 2004: € 1,105 million). The company achieved an excellent organic growth of 7 %. Acquisitions, primarily the generic I.V. drug company Labesfal, contributed 5 % to sales. Currency translation added 1 % to sales growth. Divestments had a -1 % effect on sales.

Sales in Germany rose 2 %. Sales in Europe (excluding Germany) increased 14 %. Acquisitions contributed significantly to this growth. Fresenius Kabi continued to grow at double-digit rates outside of Europe: In Asia-Pacific Fresenius Kabi achieved strong growth of 15 %, in Latin America of 20 % and in Africa of 18 %.

EBIT of Fresenius Kabi significantly increased by 32 % in the first nine months to € 170 million (Q1-3 2004: € 129 million). The EBIT margin was 13.7 % (Q1-3 2004: 11.7 %). In Q3 2005, the EBIT margin improved by 50 basis points to 14.3 % compared to Q2 2005. Fresenius Kabi confirms its full-year 2005 outlook.

Fresenius ProServe
Fresenius ProServe offers services for the international health care sector including hospital management and hospital planning and construction as well as planning and construction of pharmaceutical and medical-technical production sites.

  • Order intake increased by 20 % in the first nine months of 2005
  • Strong 4th quarter in project business expected
  • 2005 outlook confirmed

In the first nine months of 2005, Fresenius ProServe achieved sales of € 551 million (Q1-3 2004: € 581 million). On a comparable basis (excluding the nursing home business sold in 2004 and the discontinued international hospital management business), sales were at previous year's level. Sales growth of 2 % to € 260 million was achieved in the hospital management business (Wittgensteiner Kliniken). In the hospital engineering and services business (VAMED) sales rose by 1 % to € 236 million. In the pharmaceutical engineering and services business (Pharmaplan) the order intake improved and Pharmaplan's sales increased in the third quarter 2005.

EBIT was € 11 million in the first nine months of 2005 (Q1-3 2004: € 3 million; before one-time expenses: € 11 million) and in line with the company's expectations.

Order intake and order backlog developed very positively: Order intake in the first nine months of 2005 increased 20 % to € 239 million (Q1-3 2004: € 199 million). Order backlog as of September 30, 2005 rose 19 % to € 399 million (December 31, 2004: € 335 million). Fresenius ProServe expects a strong fourth quarter 2005 in its project business. Fresenius ProServe confirms its full-year outlook for 2005.

Live video webcast
As part of the earnings announcement for the first nine months of 2005, an analyst conference will be held at the Fresenius headquarters in Bad Homburg on November 3, 2005 at 1:30 p.m. CET (7.30 a.m. EST). All investors are cordially invited to follow the conference in a live broadcast over the Internet on this site at Investor Relations / Presentations. Following the meeting, a recording of the conference will be available as video-on-demand.

This release contains forward-looking statements that are subject to certain risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to various factors, e.g., changes in the business, economic and competitive environment, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.

Fresenius Group in Figures and Consolidated statement of income (unaudited) see pdf-file

Fresenius Medical Care ("the Company") (Frankfurt Stock Exchange: FME - ISIN: DE0005785802, FME3 - ISIN: DE0005785836) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today announced that the share conversion offer is scheduled to start in January 2006 following the settlement of pending disputes initiated by minority shareholders.

It is anticipated to offer all preference shareholders in a period of four weeks the opportunity to convert their preference shares into ordinary shares on a 1:1 basis accompanied by payment of a conversion premium of €9.75 per preference share to the Company. The share conversion and transformation of the legal form into a KGaA is expected to be completed during February 2006.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "I am pleased that we can continue with the implementation of these two important measures which fulfill the mandate of the extraordinary shareholder meeting on August 30, 2005. With these initiatives we have made a major step towards enhancing the attractiveness of our shares and in providing flexibility for future growth opportunities for the benefit of all stakeholders."

Fresenius Medical Care AG is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,300,000 individuals worldwide. Through its network of approximately 1,670 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 130,400 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.

For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.


The conversion offer may be made in the United States only by prospectus. A registration statement relating to the ordinary shares to be offered in the United States in the conversion offer for the outstanding preference shares of Fresenius Medical Care AG has been filed but has not yet been declared effective. The conversion offer hast not yet commenced. If the conversion offer commences, each United States resident preference shareholder of Fresenius Medical Care AG should read the prospectus when it becomes available because it will contain important information about the conversion offer. When the registration statement is declared effective, Fresenius Medical Care preference shareholders can obtain the prospectus and other documents that are filed with the United States Securities and Exchange Commission's web site at www.sec.gov. Preference shareholders may also obtain copies of the prospectus and other documents filed with the Securities and Exchange Commission for free by contacting Fresenius Medical Care when the documents become available.

This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forward-looking statements in this release.

The Fresenius Health Care Group will expand its biotechnology activities within Fresenius Biotech GmbH, founded in 2003. Fresenius Biotech will concentrate on innovative antibody and cell therapies to fight life-threatening diseases for which no adequate treatment has been found. Dr. Ulf M. Schneider, Chairman of the Management Board of Fresenius AG, commented during the Capital Market Day at the Group's headquarters in Bad Homburg, Germany, where the company detailed the strategy and key projects of Fresenius Biotech.

Dr. Schneider: "Fresenius Biotech is a biotechnology company with a clearly defined strategy benefiting from the know-how and structure of the Fresenius Group. Years of experience in the antibody arena, an experienced management team, an efficient structure and competent partners are the key components to Fresenius Biotech's success."

Fresenius Biotech develops innovative antibody-therapies for the treatment of cancer and cell therapies for the treatment of end-stage HIV infection as well as for the treatment of the long-term rejection prevention of transplanted organs. Fresenius Biotech already offers ATG-Fresenius S, a biotechnological immunosuppressive product that has established itself over many years for acute use in connection with organ transplant operations.
Fresenius Biotech focuses on the clinical development, production, regulatory approval and marketing of biopharmaceuticals. For fundamental research, Fresenius Biotech cooperates with young biotechnology firms, universities and research centers. When necessary, additional alliances and partnerships can win Fresenius Biotech added know-how and marketing assistance.

Fresenius presented the first successful results of a Phase I/II study using the trifunctional antibody removab® for the treatment of ascites in ovarian cancer in September, 2003. Further studies with this antibody are expected to begin this year. Market launch is seen in 2007.

The following is a short overview of Fresenius Biotech's important projects:

I. Antibodies

Trifunctional Antibodies, removab® and rexomun™
Removab® and rexomun™ belong to a new generation of antibodies. These antibodies are called trifunctional because they bind to cancer cells and also to two different cells of the immune system, T-cells and macrophages. Through the creation of this cell complex, the trifunctional antibodies initiate an especially efficient eradication of tumor cells. The goal is to eliminate those tumor cells that may still be present in the body – for example following surgical resection of a tumor – to prevent relapse or the development of metastases. Fresenius in September successfully completed a Phase I/II study of the treatment of ascites in ovarian cancer using the trifunctional antibody removab®. The antibody was shown to be well tolerated and demonstrated the first significant indications of efficacy.

The following additional studies with removab® and rexomun™ have already begun or are expected to begin in the near future:

  • A phase II/III study investigating the use of removab® as a therapy against ascites in other malignancies (for example -- stomach cancer or pancreatic cancer) should begin in the 3rd quarter of 2004 and be complete by the 2nd half of 2006. If the results of the study are positive, a launch of the antibody for these indications is planned at the end of 2007.
  • Two phase I studies investigating the use of rexomun™ in breast cancer and removab® in peritoneal cancer have already begun.
  • A phase I study using removab® in non-small-cell lung cancer has also already begun.
  • A phase I/II study using removab® in the treatment of malignant pleural effusion and a phase IIa study using removab® in the treatment of ovarian cancer should begin shortly.

The trifunctional antibodies were developed by the Munich Biotech Company TRION Pharma, a partner of Fresenius Biotech.

Polyclonal Antibodies, ATG-Fresenius S
ATG-Fresenius S is an immunosuppressive therapy made of polyclonal antibodies that has been used successfully for years. Following organ and bone marrow transplants, the protein material suppresses rejection reactions. ATG-Fresenius S has proved itself very effective in various clinical studies and in daily use. Demand for ATG-Fresenius S has continually grown in past years. In 2004, Fresenius Biotech expects a sales increase to about € 16 million (2002: € 15 million). In June, Fresenius Biotech signed an agreement with the U.S. company Enzon Pharmaceuticals, giving Enzon exclusive marketing rights in North America and requiring it to perform the necessary studies for regulatory approval. Fresenius will supply ATG and receive milestone as well as licensing payments. The start of clinical studies in the U.S. is set for mid-2004, with the first sales in the U.S. market expected in 2007.

An ongoing phase III study in Europe, which will be complete in 2008, should also show the efficacy of ATG-Fresenius S in stem cell transplants. Fresenius Biotech expects regulatory approval for these indications, which would present additional growth opportunities for ATG-Fresenius S, in 2009.


II. Cell therapies

Genetically modified T-helper cells for the treatment of HIV
T-helper cells play a central role in the immune system. In an HIV infection, the virus attacks and kills T-helper cells, reducing their numbers in blood over the years. This results in a weakened immune system, eventually leading to an outbreak of AIDS. The goal of Fresenius Biotech is to develop a gene therapy together with external partners that regenerates the immune system of patients. Researchers have genetically modified T-helper cells so that they can no longer be infiltrated by the virus because a protein on the surface prohibits the fusion of the virus and the cell membrane. Preliminary results from a phase I/II study should show by the middle of 2004 whether the treatment concept is effective in humans. The study should be complete in 2005. T-helper cells are taken from the patients, genetically modified and then returned via infusion. The researchers hope the genetically protected cells fortify the body, strengthen the immune system and lengthen or prohibit the outbreak of AIDS. This gene therapy is expected to be used first in patients where the AIDS combination therapy HAART (highly active antiretroviral therapy) wasn't effective. In Europe, between 6,000 and 13,000 patients have failed the HAART regimen.

TAIC: Transplant Acceptance Inducing Cells
Recipients of donor organs must take immunosuppressive medications with strong side effects for their entire life so that their body doesn't reject the foreign organ. In animal experiments with rats the rejection of transplanted organs could be prevented by introducing specially prepared cells from the donor animal to the recipient prior to the transplant.
Blood cells from the donor animals were specifically isolated and, by means of a special laboratory treatment, converted into TAIC (Transplant Acceptance Inducing Cell) and multiplied. The researchers then injected the cells into animals that received an organ transplant days later.
With the TAIC treatment, the probability of rejection, even 150 days after the operation, was under 10 %. In a further study using TAIC, pigs received an organ transplant. One year after discontinuing the immunosuppressive medication the animals survived with a probability of 75 %. All of the pigs and rats not treated with TAIC in the control group rejected the organs in a short period of time. Similar results were found in control groups in which TAIC and donor organs originated from different animals.

The goal of Fresenius Biotech is to develop a therapy for humans together with external partners that enables the long-term acceptance of donor organs by recipients with little or no medication. A pilot study with 10 patients has already begun.


Glossary:
Study phases
The goal of a phase I study is to determine possible dosages and side effects while a phase II study verifies the efficacy and tolerance of a medication using a small number of patients. In addition, the new medication is compared to standard therapies and a benefit-risk analysis is performed.


Fresenius Biotech GmbH is a company of the Fresenius Group, focused on the development and marketing of biopharmaceuticals in the fields of oncology, immunology and regenerative medicine.


Fresenius is an internationally operating Health Care Group with products and services for dialysis, hospitals and the ambulatory medical care of patients. Sales amounted to 5,25 billion euros in the nine months of 2003. On 30 September 2003 the Fresenius Group had 65,941 employees worldwide.

This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.

All Capital Market Day presentations including q&a sessions will be broadcast today from 10am to approximately 3.30pm via the Internet.

Summary Full Year 2003:
Company met or exceeded financial targets for 2003 and will propose 7th consecutive dividend increase

  • Net Revenues: $ 5,528 million, + 9%
  • Operating income (EBIT): $ 757 million, + 9%
  • Net income: $ 331 million, + 14%
  • Operating Cash Flow: $ 754 million, + 37%
  • Free Cash Flow: $ 478 million, + 37%
  • Dividend Proposal
    (Ordinary Share) € 1.02, + 8%
    (Preference Share) € 1.08, + 8%

Fresenius Medical Care AG (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today announced the results for the fourth quarter and the full year of 2003.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "We have accomplished or even slightly exceeded our targets for 2003. Our results for the year 2003 improved in key financial metrics and showed a strong performance of our operations. We achieved another record operating and free cash flow for 2003 and we are confident that our global strategy is on the right track. We ended the year with a strong momentum, which we believe is a good foundation to look optimistically toward 2004 and beyond."


OPERATIONS

Fourth Quarter 2003:
Fresenius Medical Care AG reports a 15% increase in net income to $ 94.5 million for the fourth quarter 2003

Total revenue for the fourth quarter 2003 increased 7% (+2% at constant currency) to $ 1,452 million. Dialysis Care revenue grew by 7% to $ 1,038 million (+4% at constant currency) in the fourth quarter of 2003. Dialysis Product revenue (including internal sales) increased by 13% to $ 551 million (+3% at constant currency) in the same period. The internal sales increased to $ 136 million after $ 105 million in the fourth quarter of 2002.

North America:
Revenue rose 1% to $ 993 million, compared to $ 979 million in the same period last year. Dialysis Care revenue in the US increased by 3% to $ 887 million. Same store treatment growth improved again in the fourth quarter to 4.1%. Excluding Puerto Rico the North American same store treatment growth was 4.3% in the fourth quarter of 2003. The average revenue per treatment was at $ 280 in the fourth quarter of 2003 (Q3 2003: $ 279). North American Dialysis Product revenue, including sales to company-owned clinics, increased 5% to $ 207 million.

International:
Revenue was $ 459 million, up 21% (+5% at constant currency). Dialysis Care revenue reached $ 151 million in the fourth quarter 2003, up 34% (+15% at constant currency). Same store treatment growth in the fourth quarter was very strong at 7%. Dialysis Products revenue, including sales to company-owned dialysis clinics, increased 18% to $ 345 million (3% at constant currency).

Operating Income (EBIT) increased 13% to $ 208 million resulting in an operating margin of 14.3% (Q4 2002: 13.6%). The increase of 70 basis points was mainly due to increased treatments and efficiency improvements in North America and reimbursement increases in Italy, Portugal and Venezuela but partially offset by the impacts from the changes in the distribution network in Asia-Pacific and increased cost of revenue due to the strengthening of the Euro. Sequentially, in the fourth quarter the margin in North America increased by 60 basis points to 14.6%. In our International segment it increased by 30 basis points to 15.8% compared to the prior quarter.

Earnings per share (EPS) in the fourth quarter 2003 rose 15% to $ 0.98 per ordinary share ($ 0.33 per ADS), compared to $ 0.85 ($ 0.28 per ADS) in the fourth quarter of 2002. The weighted average number of shares outstanding during the fourth quarter of 2003 was approximately 96.2 million.

In the fourth quarter of 2003, the Company generated $ 251 million in cash from operations. The company benefited from the roll-over of certain hedged inter-company financing transactions in the amount of $ 104 million in the fourth quarter of 2003. A total of $ 147 million (net of disposals) was spent for capital expenditures. The capital expenditures were higher in the fourth quarter since the company used the high operating cash flow as an opportunity for an early lease buyout refinancing of $ 66 million for the Ogden production plant in North America. Including this re-financing transaction the Free Cash Flow before acquisitions for the fourth quarter 2003 was $ 104 million compared to fourth quarter of 2002 with $ 110 million. A total of $ 13 million in cash was spent for acquisitions. Free Cash Flow after acquisitions was $ 91 million compared to $ 103 million in the fourth quarter of 2002.

Full Year 2003:
For a complete overview of the full year 2003 please refer to the appendix.

For the full year 2003, net income was $ 331 million, up 14% from the same period in 2002.

In accordance with the US-GAAP Accounting Standard SFAS 145, the loss from the early redemption of the Trust Preferred Securities in the first quarter of 2002 of $ 12 million after taxes ($ 20 million before taxes) had to be reclassified from extraordinary loss to interest expense and income tax expense. Excluding the redemption loss, net income for the full year of 2002 was $ 302 million. Net revenue was $ 5,528 million, up 9% from the full year 2002. Currency adjusted, net revenue rose 5% in 2003 compared to 2002. Operating Income (EBIT) increased 9% to $ 757 million resulting in an operating margin of 13.7%. For the full year 2003, earnings per ordinary share rose 14% to $ 3.42. Earnings per ordinary ADS for the full year 2003 were $ 1.14.

Cash from operations during the full year 2003 was up 37% or $ 754 million compared to $ 550 million in the year 2002. A total of $ 276 million was spent for capital expenditures (net of disposals) resulting in a Free Cash Flow before acquisitions for the full year 2003 of $ 478 million, an increase of 37% compared to $ 349 million for the full year 2002. This exceptional Cash Flow performance was driven by strong improvements in working capital management. The company reduced the days sales outstanding (DSO) by 7 days to 89 days in 2003, with strong contributions from North America as well as the International region. In addition, cash flow for the fiscal year 2003 benefited from the roll-over of certain hedged inter-company financing transactions in the amount of $ 132 million. Net cash used for acquisitions was $ 92 million. Free Cash Flow after acquisitions increased therefore 43% to $ 386 million.

As of December 31, 2003, the Company operated a total of 1,560 clinics worldwide (1,110 clinics/+3% in North America and 450 clinics/+13% International).

Fresenius Medical Care AG performed approximately 17.8 million treatments, which represents an increase of 9% year over year. North America accounted for 12.4 million treatments (+6%) and the International segment for 5.5 million (+15%).

At the end of the fourth quarter 2003, Fresenius Medical Care served about 119,250 patients worldwide which represents an increase of 6%. North America cared for ~82,400 patients (+3%) and the International segment for ~36,850 patients (+13%).

Dividends
The Company will continue to follow an earnings-driven dividend policy. For the seventh consecutive year, shareholders can expect an increased dividend for the fiscal year 2003. At the Annual General Meeting on May 27, 2004 shareholders will be asked to approve a dividend of € 1.02 per ordinary share (2002: € 0.94) and € 1.08 per preference share (2002: € 1.00). This is an increase of 8% compared to 2002.

Management Board
Ben Lipps was reconfirmed as Chairman of the Management Board and Chief Executive Officer of Fresenius Medical Care AG.

Rainer Runte, who joined the Management Board in 2002 as a deputy member, has been appointed to be a full member of the Management Board responsible for Law and Compliance worldwide. In addition, Rice Powell and Mats Wahlstrom have been appointed as new board members of the Company's Management Board. Both will be responsible for North America. All appointments are effective as of January 1st, 2004.

Rice Powell, age 48, has more than 25 years of experience in the healthcare industry. Since 1997 Rice Powell has been the President of Renal Products division of Fresenius Medical Care in North America including the Extracorporal Therapy and Laboratory Services.

Mats Wahlstrom, age 49, also has nearly 20 years of experience in the renal field. Since November 2002 Mats Wahlstrom has been the President of Fresenius Medical Care's Medical Services division in North America.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "I am pleased with the breadth and experience of our management board with more than 120 years of combined renal experience. Mats and Rice also bring significant renal experience and a history of accomplishments and I whole heartedly welcome them to the Management Board. Clearly we intend to achieve our strategic initiatives and objectives to ensure stakeholder value".

OUTLOOK 2004
For the year 2004, the Company expects revenue growth at constant currencies in the mid-single digit and net income growth in the high-single digit to low-double digit range. In 2004 the company expects capital expenditures of about $ 250 million and spending on acquisitions of about $ 100 million.

Fresenius Medical Care AG is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,300,000 individuals worldwide. Through its network of approximately 1,560 dialysis clinics in North America, Europe, Latin America and Asia-Pacific, Fresenius Medical Care provides Dialysis Treatment to approximately 119,250 patients around the globe. Fresenius Medical Care is also the world's leading provider of Dialysis Products such as hemodialysis machines, dialyzers and related disposable products. For more information about Fresenius Medical Care, visit the Company's website at www.fmc-ag.com.


This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forward-looking statements in this release.

Fresenius Medical Care AG
Statements of Earnings

see pdf-file

Subscribe to