Fresenius AG today announced that it has successfully priced its €1 billion offering of Senior Notes issued by its wholly-owned subsidiary Fresenius Finance B.V. (the "Issuer").

The issue includes two tranches:

• €500 million principal amount, at an issue price of 99.541 %, bearing interest at 5.0 % for the Senior Notes due 2013, non-callable,
• €500 million principal amount, at an issue price of 99.314 %, bearing interest at 5.5 % for the Senior Notes due 2016, callable from 2011 by the Issuer.

The net proceeds from the Senior Notes offering, along with the proceeds from the Company's recent capital increase, will finance the acquisition of HELIOS Kliniken GmbH and the repurchase of a portion of the Issuer's 7.75 % Series A Senior Notes and will also be used for general corporate purposes. The offering of Senior Notes will be closed and funded on January 20, 2006.

The transaction was well received by investors, being substantially oversubscribed.

Credit Suisse First Boston (Europe) Limited and Morgan Stanley & Co. International Limited acted as Joint Book-Running Lead Managers and Dresdner Kleinwort Wasserstein acted as Joint Lead Manager of the Senior Notes offering.

In conjunction with the above, Fresenius AG priced the offer to repurchase its €300 million aggregate principal amount of the Issuer's outstanding 7.75 % Series A Senior notes due 2009, listed on the Luxembourg Stock Exchange. Fresenius repurchases €212,079,000 aggregate principal amount of Notes, representing a participation rate for the tender offer of approx. 71 %. The repurchase price is 105.168 %, or €1,051.68 per €1,000 nominal value of Notes, plus accrued interest from the last interest payment date.

Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and the ambulatory medical care of patients. In 2004, sales were € 7.27 billion. On December 31, 2004 the Fresenius Group had 68,494 employees worldwide.

For further information please see the PDF-file.

• Sales € 7.9 billion,
  + 8 % at actual rates and in constant currency
• EBIT € 969 million,
  + 15 % at actual rates , + 14 % in constant currency
• Net income € 222 million,
  + 32 % at actual rates, + 31 % in constant currency

• Strong sales and earnings growth at Fresenius Medical Care
• Excellent business performance and EBIT margin increase to 13.9 % at Fresenius Kabi
• Fresenius ProServe within expectations; order intake in project business +40 %
• Strong sales and earnings growth expected for 2006

Dividend increase proposed
2005 was a very successful year for Fresenius. Based on the Group's excellent financial results, for the 13th consecutive year the Management Board will propose to the Supervisory Board a dividend increase to € 1.48 per ordinary share (2004: € 1.35) and € 1.51 per preference share (2004: € 1.38). As the 9.4 million new shares from the capital increase in December 2005 are fully entitled to the 2005 dividend, the total dividend distribution will be € 75.8 million (2004: € 55.9 million).


Positive Group outlook for 2006
For 2006, Fresenius expects to achieve sales growth of about 30 % to approximately € 10.5 billion including Renal Care Group and an organic growth of 5-6 %.

Net income is projected to grow by more than 30 % in constant currency. The net income guidance already includes an amount of approx. € 30 million (after tax) associated with expected one-time expenses for the integration of Renal Care Group and the refinancing of debt as well as for costs related to the change of accounting principles for stock options. Due to the higher number of shares issued in December 2005, earnings per share are projected to increase by approximately 10 % in constant currency.

Investments in property, plant and equipment and intangible assets are projected to increase to approximately € 550 - 600 million.


Strong organic sales growth
In 2005, Group sales increased 8 % to € 7,889 million (2004: € 7,271 million). Organic growth contributed 7 % and acquisitions 2 %. Divestments had a -1 % effect on sales. Currency translation had hardly any impact.

Remarkable sales growth of 8 % was achieved each in our main markets North America and Europe. Latin America with sales growth of 30 % and Africa with 16 % performed strongly. In Asia-Pacific, Fresenius Medical Care and particularly Fresenius Kabi achieved an excellent sales increase. Sales of Fresenius ProServe, however, decreased due to the lower project volume in this region.

Sales contribution of the three business segments:

Excellent earnings growth
EBITDA increased 11 % to € 1,289 million (2004: € 1,160 million). Group EBIT rose 15 % at actual rates and 14 % in constant currency to € 969 million (2004: € 845 million). The Group EBIT margin improved to 12.3 % (2004: 11.6 %).

Group net interest improved to € -203 million (2004: € -209 million) primarily as a result of a lower debt level in combination with lower interest rates from various refinancing measures.

The tax rate for 2005 was 38.9 % (2004: 39.8 %).

Minority interest was € 246 million (2004: € 215 million). 96 % was attributable to the minority interest of Fresenius Medical Care.

Group net income grew significantly by 32 % at actual rates and by 31 % in constant currency to € 222 million (2004: € 168 million). Key growth drivers were the excellent operating results of Fresenius Medical Care and Fresenius Kabi as well as reduced financing costs and a lower tax rate.

Earnings per ordinary share rose to € 5.28 (2004: € 4.08) while earnings per preference share rose to € 5.31 (2004: € 4.11). This is an increase of 29 % for both share classes. The average number of shares grew to 41.88 million primarily due to the capital increase.


Investments at record level
Total Group investments increased to € 2.25 billion (2004: € 421 million). € 1.89 billion was spent on acquisitions (2004: € 113 million), including € 1.5 billion for HELIOS. € 353 million was spent for property, plant and equipment and intangible assets (2004: € 308 million).


Solid cash flow performance
Fresenius achieved a good operating cash flow of € 780 million (2004: € 851 million). Key drivers were the significant improvement in earnings whereas income tax payments of Fresenius Medical Care for prior years had a negative effect. Cash flow before acquisitions and dividends was € 449 million (2004: € 565 million). Dividends of € 132 million and about 20 % of the 2005 acquisitions (net) were financed through cash flow. The balance was financed through bank debt and the capital increase.


Solid balance sheet structure
Total assets increased 42 % to € 11,594 million (December 31, 2004: € 8,188 million). In constant currency, total assets grew 33 %. The substantial increase in assets is acquisition-related, mainly due to the HELIOS acquisition. Current assets increased 28 % to € 3,531 million (December 31, 2004: € 2,755 million). In constant currency, current assets grew 21 %. Non-current assets were € 8,063 million (2004: € 5,433 million), a constant currency increase of 39 %. This was primarily due to an increase in goodwill.

Group debt increased 28 % to € 3,502 million (December 31, 2004: € 2,735 million) due to acquisition financing. In constant currency, the increase was 24 %.

Including HELIOS's EBITDA contribution the net debt/EBITDA ratio was 2.3 (December 31, 2004: 2.2).

Shareholders' equity including minority interest was € 5,130 million, a 40 % constant-currency increase (December 31, 2004: € 3,347 million). This was due to the excellent earnings development and the proceeds from the capital increase. The equity ratio including minority interest improved to 44.2 % (December 31, 2004: 40.9 %).


Employee numbers continue to grow
As of December 31, 2005, the Group had 91,971 employees worldwide (December 31, 2004: 68,494). The increase of 23,477 employees is principally due to the acquisition of HELIOS.


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 the trifunctional antibody therapies for the treatment of cancer, Fresenius Biotech expects results from the clinical study for ovarian cancer in the first half of 2006. The results from the malignant ascites and malignant pleural effusion studies are expected in the second half of 2006. Following the positive results from two phase I studies for the treatment of peritoneal carcinomatosis and breast cancer, phase II studies for the treatment of gastric cancer and breast cancer are being prepared.

In 2005, Fresenius Biotech's EBIT was € -40.6 million (2004: € -28 million). This development was within our expectations and is a result of the increased research and development spending. For 2006, Fresenius Biotech‘s EBIT is expected to be in the range of € -45 to -50 million, largely due to the expanded clinical study program.


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 December 31, 2005, Fresenius Medical Care was serving approximately 131,450 patients (+6 %) in 1,680 dialysis clinics (+4 %). The company delivered about 19.7 million treatments in 2005 (+5 %).
 

• Strong sales and earnings growth continued

• Transformation into KGaA and conversion of preference shares successfully completed

• Closing of the Renal Care Group (RCG) acquisition expected in 1st quarter of 2006

Fresenius Medical Care achieved sales growth of 9 % to US$ 6,772 million (2004: US$ 6,228 million). In constant currency, sales rose 8 %. Organic growth was 7 %.

In North America, Fresenius Medical Care achieved a sales increase of 8 % to US$ 4,577 million (2004: US$ 4,248 million). Sales outside North America ("International") showed an even stronger growth of 11 % to US$ 2,195 million (2004: US$ 1,980 million).

Sales in dialysis care increased 8 % to US$ 4,867 million (2004: US$ 4,501 million). In dialysis products, Fresenius Medical Care achieved sales growth of 10 % to US$ 1,905 million (2004: US$ 1,727 million).

EBIT rose 10 % to US$ 939 million (2004: US$ 852 million) and the EBIT margin was 13.9 % (2004: 13.7 %). This figure includes one-time costs of US$ 22 million associated with the transformation of Fresenius Medical Care's legal form into a KGaA and related legal fees and costs concerning the settlement of shareholder litigation. Net income including one-time costs grew by 13 % to US$ 455 million in 2005 (2004: US$ 402 million).

For the full year 2006, Fresenius Medical Care expects revenue growth at constant currencies of approximately 25 % on a pro forma basis, giving effect to the RCG merger as compared to 2005 reported revenues. Pro forma amounts assume consolidation of RCG's operations into Fresenius Medical Care for the full twelve months of 2006. For the full year 2006, Fresenius Medical Care expects to report revenue of more than US$ 8 billion.

Fresenius Medical Care's projected net income growth on a pro forma basis for 2006 is expected to be between 10 and 15 %, based on the US$ 472 million net income excluding one-time costs, achieved in 2005.

Guidance provided by the Fresenius Medical Care does not take into effect any expected one-time items and the change of accounting principle for stock options - SFAS 123(R) in the fiscal year 2006. Fresenius Medical Care expects the after tax impact of the one-time items and SFAS 123(R) to be around US$ 50 million.

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.

• Excellent EBIT margin of 13.9 % achieved – guidance exceeded

• Strong organic growth of 7 %

• Outlook 2006: significant growth in sales and earnings expected

Fresenius Kabi's sales rose 13 % to € 1,681 million (2004: € 1,491 million). The company achieved excellent organic growth of 7 %. Acquisitions, primarily Labesfal, contributed 5 % to sales. Divestments had a -1 % effect on sales. Currency translation added 2 % to growth. Constant currency growth of 11 % exceeded the company's earlier guidance.

Sales in Europe (excluding Germany) increased 15 % with acquisitions making a significant contribution. Sales in Germany rose 1 %. Fresenius Kabi continued to grow exceptionally outside of Europe and achieved sales growth of 17 % in Asia-Pacific, 28 % in Latin America and 13 % in Africa.

Fresenius Kabi achieved a new record EBIT with a 33 % increase to € 234 million (2004: € 176 million). The EBIT margin improved by 210 basis points to 13.9 % (2004: 11.8 %). Key drivers were the strong sales growth, further cost optimization and improved efficiency, especially in production.

Fresenius Kabi expects the positive development to continue in 2006. Sales are expected to increase about 10 % in constant currency. The Asia-Pacific and Latin America regions are projected to continue their growth pattern. The first-time consolidation of Clinico and Pharmatel will also have a positive effect on sales. Pharmatel is an Australian company, in which Fresenius Kabi increased its stake from 25.1 % to 50.1 % at the beginning of 2006. The projected sales growth combined with cost optimizations will result in a significant earnings improvement in 2006. Fresenius Kabi's EBIT-margin is projected to increase to 14.5 - 15.0 %.


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

^*incl. HELIOS

• Acquisition of HELIOS Kliniken successfully closed

• 2005 sales and earnings within expectations

• Outlook 2006: Further positive development expected

In 2005, Fresenius ProServe achieved sales of € 809 million (2004: € 813 million). On a comparable basis (excluding the nursing home business sold in 2004 and the discontinued international hospital management business), sales rose 5 %, within the company's guidance of 5-8 %. Sales growth of 2 % to € 350 million was achieved in the hospital operations business (Wittgensteiner Kliniken). In the hospital engineering and services business (VAMED), sales rose by 7 % to € 377 million. In the pharmaceutical engineering and services business (Pharmaplan), order intake improved and resulted in a sales increase of 4 % to € 82 million.

EBIT was € 20 million (2004: € 9 million; before one-time expenses: € 17 million), in line with the company's expectations.

Order intake and order backlog at the project business developed very positively: Order intake increased 40 % to € 341 million (2004: € 244 million). Order backlog rose 7 % to € 360 million (December 31, 2004: € 335 million).

The acquisition of HELIOS was completed at the end of 2005. The company was consolidated as of December 31, 2005 in the Group's balance sheet.

HELIOS developed positively in 2005 and met its communicated targets. Sales reached € 1,200 million. EBIT was € 105 million, the EBIT margin therefore 8.8 %. Net income amounted to € 67 million. The figures are in accordance with US-GAAP as followed by the Fresenius Group. In 2004, HELIOS had prepared its financial statements according to International Finance Reporting Standards (2004 IFRS: sales € 1,161 million, EBIT € 95 million, net income € 66 million).

Through the acquisition of HELIOS, Fresenius ProServe has become a strong third business segment within the Fresenius Group. Including HELIOS for the full 2005 financial year, sales at Fresenius ProServe were € 2,009 million and EBIT € 125 million.

For 2006, Fresenius ProServe expects an organic sales growth of 1 to 3 % based on 2005 sales of € 2,009 million. Projected EBIT will be between € 140 million and € 150 million.


Video Webcast
As part of the publication of our 2005 results, an analyst conference will be held on February 22, 2006 at 1:30 p.m. CET (7.30 a.m. EST). We invite all investors to follow the live video broadcast of the conference over the Internet at www.fresenius-ag.com / Investor Relations / Presentations. Following the conference, a recording of the conference will be available as video-on-demand.

Annual report
The 2005 Annual Report will be available on March 20, 2006 on the Internet at www.fresenius-ag.com / Investor Relations / Publications.

HELIOS Kliniken GmbH, a subsidiary of Fresenius AG, has agreed to acquire a majority stake in HUMAINE Kliniken GmbH.

HUMAINE operates six acute and post acute care hospitals in the fields of neurology, oncology and traumatology with a total of 1,850 beds, thereof 1,530 in the acute care area. The group owns two advanced care hospitals with about 600 beds each. HUMAINE was founded in 1984 and has approximately 2,900 employees.

The clinic group is privately owned. In 2005, it achieved sales of € 197 million and operating profit (EBIT) of € 14 million. The parties agreed not to disclose the purchase price which is to be paid in a combination of cash and, to a lesser extent, Fresenius ordinary and preference shares. HELIOS expects that the transaction will be completed in mid-2006. Initially, 60% of the shares will be acquired, and HELIOS has an option to acquire the remaining 40 %. The acquisition of HUMAINE will be accretive to Fresenius Group's earnings per share in the fiscal year 2006.

The acquisition is an important step in the expansion strategy of HELIOS. "With HUMAINE we have acquired a well-managed clinic group which complements the HELIOS network both geographically and in terms of medical orientation. While the focus will continue to be on the privatization of public-sector hospitals, HELIOS takes advantage of the opportunity to purchase HUMAINE in order to strengthen the hospital operations business. HUMAINE is a profitable company and fully fits our financial acquisition criteria in the hospital sector. With the experienced management team we will rapidly integrate HUMAINE into the HELIOS Kliniken Group to achieve further profitability improvements," says Dr. Ulf M. Schneider, Chairman of the Management Board of Fresenius AG.

The acquisition still requires approval by the antitrust authorities.

HELIOS Kliniken Group operates 51 clinics of its own with a total of 14,300 beds, including four maximum-care hospitals in Erfurt, Berlin-Buch, Wuppertal and Schwerin. The company's 24,800 employees carry out 420,000 in-patient treatments a year and in 2005 achieved sales of € 1.55 billion.

Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and the ambulatory medical care of patients. In 2005, sales were € 7.9 billion. On December 31, 2005 the Fresenius Group had 91,971 employees worldwide.

Fresenius Finance B.V., a wholly-owned subsidiary of Fresenius AG, has given notice to exercise its option to redeem the remaining € 87,921,000 outstanding amount of its 7.75% Series A Senior Notes due 2009 (ISIN XS0167402840/XS0167402501), listed on the Luxembourg Stock Exchange.

The repurchase price is 103.875 % or € 1,038.75 per € 1,000 nominal value of the Notes, plus accrued interest. The redemption will become effective on April 30, 2006 and payment will be made on May 2, 2006.

In January 2006, € 212,079,000 of principal amount of Series A Senior Notes were already repurchased in a tender offer. Both redemption exercises are financed by the excess proceeds of the new issue of € 1 billion Senior Notes, which was executed in January 2006.

Fresenius Biotech and Nabi Biopharmaceuticals (Nasdaq: NABI) have signed an agreement to advance the ongoing clinical development of the immuno-suppressant ATG-Fresenius S for the U.S. market. The agreement also grants Nabi Biopharmaceuticals exclusive sales and distribution rights in North America for ATG-Fresenius S for up to 15 years following approval by the U.S. Food and Drug Administration (FDA). Nabi Biopharmaceuticals will be responsible for the clinical development, regulatory approval, marketing and sales in the U.S. Fresenius Biotech will receive milestone and licensing payments and supply ATG-Fresenius S to Nabi Biopharmaceuticals.

Dr. Thomas Gottwald, CEO of Fresenius Biotech: "We are very pleased to have found an experienced partner in transplantation medicine that can continue and expand the current clinical development program of ATG-Fresenius S. Nabi Biopharmaceuticals created what today is a very favorable commercial product in Nabi-HB, the current gold standard in the U.S for prevention of re-infection with hepatitis B in liver transplant patients."

In January of this year, Fresenius Biotech announced that it would continue the clinical development program with another partner after Enzon Pharmaceuticals had terminated its Licensing Agreement with Fresenius Biotech. Enzon had decided to redirect its research and development investments.

ATG-Fresenius S is an immuno-suppressive polyclonal antibody and is used for the induction of immuno-suppression and rescue therapy of acute rejection following solid organ transplantation. Fresenius Biotech currently markets the drug in more than 60 countries.


About Nabi Biopharmaceuticals
Nabi Biopharmaceuticals leverages its experience and knowledge in powering the immune system to develop and market products that fight serious medical conditions. The company has three products on the market today: PhosLo^® (calcium acetate), Nabi-HB^® [Hepatitis B Immune Globulin (Human)], and Aloprim™ (allopurinol sodium) for Injection. Nabi Biopharmaceuticals is focused on developing products that address unmet medical needs and offer commercial opportunities in its core business areas: Gram-positive bacterial infections, hepatitis, kidney disease (nephrology) and nicotine addiction. For a complete list of pipeline products, please go to: http://www.nabi.com/pipeline/index.php. The company is headquartered in Boca Raton, Florida. For additional information about Nabi Biopharmaceuticals, please visit its website at: http://www.nabi.com.

• Sales: Euro 2.4 billion, + 34 % at actual rates,+ 27 % in constant currency
• EBIT: Euro 291 million, + 37 % at actual rates , + 31 % in constant currency
• Net income: Euro 65 million, + 41 % at actual rates, + 35 % in constant currency

• All business segments above budget
• Excellent business performance at Fresenius Medical Care
• Record sales and earnings at Fresenius Kabi
• Fresenius ProServe with good earnings development in all segments
• Overproportional share of expected one-time expenses already included in the first quarter 2006

Group outlook for 2006 confirmed
Based on the strong financial results for the first quarter, Fresenius fully confirms its positive outlook for 2006 and expects an increase of about 30 % in Group sales to approximately Euro 10.5 billion.

Net income is projected to grow by more than 30 % in constant currency. The net income guidance already includes an amount of approximately Euro 30 million (after tax) associated with expected one-time expenses as well as with expenses related to the stock option accounting change.

Investments in property, plant and equipment and intangible assets are projected to increase to approximately Euro 550 to 600 million.

Strong organic sales growth
In the first quarter 2006, Group sales increased by 34 % to Euro 2,388 million (Q1 2005: Euro 1,787 million). Organic growth was excellent, contributing 9 % to revenue growth. Acquisitions contributed 18 %, in particular due to the first-time consolidation of HELIOS Kliniken in the income statement. Currency translation effects contributed by 7 % to revenue growth.

Remarkable sales growth of 9 % in constant currency was achieved in North America. In Europe, sales rose significantly due to the first-time consolidation of HELIOS Kliniken. Organic growth was 7 %. Additionally, excellent growth rates were achieved in the emerging markets, with constant-currency sales up 27 % in Asia-Pacific, 26 % in Latin America and 16 % in Africa.
 

 Sales contribution of the three business segments:

Fresenius ProServe's increased sales contribution is the result of the first-time consolidation of HELIOS Kliniken.

Strong earnings growth
EBITDA increased by 33 % in actual rates or 27 % in constant currency to Euro 377 million (Q1 2005: Euro 284 million). Group EBIT rose 37 % at actual rates and 31 % in constant currency to Euro 291 million (Q1 2005: Euro 212 million). All business segments achieved an excellent EBIT growth. The Group EBIT margin improved to 12.2 % (Q1 2005: 11.9 %).

Group net interest was Euro -84 million (Q1 2005: -47 million). This includes one-time expenses of Euro 25 million associated with the refinancing of Group debt.

The tax rate for the first quarter of 2006 was 36.7 % (Q1 2005: 39.4 %).

Minority interest was Euro 66 million (Q1 2005: Euro 54 million). 93 % was attributable to the minority interest of Fresenius Medical Care.

Group net income grew significantly by 41 % at actual rates and 35 % in constant currency to Euro 65 million (Q1 2005: Euro 46 million). This result includes one-time expenses of approximately Euro 13 million primarily for the refinancing of debt as well as for expenses related to the stock option accounting change.

Earnings per ordinary share rose to Euro 1.28 (Q1 2005: Euro 1.11) while earnings per preference share rose to Euro 1.29 (Q1 2005: Euro 1.12). This is an increase of 15 % for both share classes (9 % in constant currency). Primarily due to the capital increase in December 2005 the average number of shares grew to 50,785,222.

Investments
Due to the acquisition of Renal Care Group, Group investments in the first quarter of 2006 increased to Euro 3.39 billion (Q1 2005: Euro 229 million). Euro 3.29 million was spent on acquisitions (Q1 2005: Euro 181 million). Euro 100 million was spent for property, plant and equipment and intangible assets (Q1 2005: Euro 48 million).

Cash flow
Operating cash flow increased by 11 % to Euro 186 million (Q1 2005: Euro 168 million). Key drivers were the significant improvement in earnings whereas the increase in working capital due to business expansion had a negative effect. Cash flow before acquisitions and dividends was Euro 91 million (Q1 2005: Euro 126 million). The acquisition of Renal Care Group was financed through bank debt.

Solid balance sheet structure
Total assets increased by 35 % to Euro 15,687 million (December 31, 2005: Euro 11,594 million). In constant currency, total assets grew 37 %. The substantial increase in assets is mainly related to the Renal Care Group acquisition which was consolidated in the balance sheet for the first time as of March 31, 2006. Current assets increased 28 % to Euro 4,506 million (December 31, 2005: Euro 3,531 million). Non-current assets were Euro 11,181 million (Q1 2005: Euro 8,063 million), an increase of 39 %. This was primarily due to an increase in goodwill.

Group debt increased to Euro 6,657 million (December 31, 2005: Euro 3,502 million) due to financing of the Renal Care Group acquisition.

Including Renal Care Group's EBITDA contribution the net debt/EBITDA ratio was 3.5 (December 31, 2005: 2.3).

Shareholders' equity including minority interest was Euro 5,546 million, 8 % above the figure of Euro 5,130 million as of December 31, 2005. This was due to the very good earnings development and the first-time consolidation of the Renal Care Group. As a result of the financing of the Renal Care Group acquisition the equity ratio (including minority interests) decreased to 35.4 % (December 31, 2005: 44.2 %).

Employee numbers exceeds 100,000
As of March 31, 2006, the Group had 100,934 employees worldwide (December 31, 2005: 91,971). The increase of 8,963 employees is principally due to the acquisition of the Renal Care Group.

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.

Fresenius Biotech has successfully continued its clinical study program: In the field of the trifunctional antibody therapies for the treatment of cancer, Fresenius Biotech expects results from the ovarian cancer study in June 2006. The results from the malignant ascites study are expected at the end of this year.

A phase II study on malignant ascites has started in the US as planned. The U.S. Food and Drug Administration (FDA) granted Fast Track Status in the approval process for this indication. The Fast Track process provides a particularly close working relationship with the FDA in order to accelerate the development and approval of pharmaceuticals to treat potentially fatal diseases for which adequate therapies are not yet available.

A phase II study on breast cancer has started in March 2006. About 40 patients will be included in the trial. A phase II study for the treatment of gastric cancer with approximately 50 patients is scheduled to begin mid-2006.

For the full year 2006, Fresenius Biotech continues to expect an EBIT in the range of Euro -45 to -50 million, largely due to the expanded clinical study program.

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 March 31, 2006, Fresenius Medical Care (incl. Renal Care Group and after divestitures) was serving approximately 158,700 patients in 2,045 dialysis clinics.
 

^* before one-time expenses and expenses related to the stock option accounting change

• Excellent sales and earnings growth
• Renal Care Group acquisition successfully completed at the end of March 2006
• Outlook confirmed

Fresenius Medical Care achieved sales growth of 9 % to US$ 1,747 million (Q1 2005: US$ 1,609 million). In North America, Fresenius Medical Care increased sales by 10 % to US$ 1,194 million (Q1 2005: US$ 1,088 million). Sales outside North America ("International") grew by 6 % (12 % in constant currency) to US$ 553 million (Q1 2005: US$ 521 million). Sales in dialysis care increased by 9 % to US$ 1,273 million (Q1 2005: US$ 1,162 million). In dialysis products, Fresenius Medical Care achieved sales growth of 11 % in constant currency to US$ 474 million (Q1 2005: US$ 447 million).

Net income increased by 8 % to US$ 116 million (Q1 2005: US$ 107 million). Net income includes US$ 11 million of costs for the stock option accounting change and for one-time expenses related to the change of the company's legal form and the refinancing of Fresenius Medical Care debt. Excluding the above one-time expenses net income was up 18 % to US$ 127 million.

For the year 2006, Fresenius Medical Care confirms its outlook and expects to report revenue of more than US$ 8 billion. The company expects reported net income for 2006 to be between US$ 515 million and US$ 535 million. Guidance provided by the company does not take into effect any expected one-time items and the stock option accounting change - SFAS 123(R) in the fiscal year 2006. Fresenius Medical Care expects the after tax impact of the one-time items and SFAS 123(R) to be around US$ 60 million for the full year 2006.

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.
 

• Strong organic sales growth in all regions
• Excellent EBIT growth and further margin improvement achieved
• Outlook for 2006 confirmed

Fresenius Kabi's sales increased by 17 % to Euro 466 million (Q1 2005: Euro 398 million). The company achieved strong organic growth of 9 %, partially supported by an increased number of working days compared to the first quarter of 2005. Acquisitions, primarily Clinico and the first-time consolidation of Pharmatel, contributed 5 % to sales. Currency translation added 3 % to growth.

Sales in Europe (excluding Germany) increased by 10 % in constant currency. Sales in Germany rose 6 %. Fresenius Kabi continued to grow exceptionally outside of Europe and achieved a constant-currency sales growth of 38 % in Asia-Pacific, 25 % in Latin America and 40 % in Africa.

Fresenius Kabi showed an excellent performance at the EBIT level, with an increase of 31 % to Euro 68 million (Q1 2005: Euro 52 million). The EBIT margin improved to 14.6 %, which is fully in line with the forecast for the full year. Net profit rose to Euro 26 million versus Euro 24 million in Q1 2005. This includes one-time expenses of Euro 8 million for the redemption of the 2003 Eurobond.

Fresenius Kabi confirms its outlook for the full year 2006: Sales are expected to increase about 10 % in constant currency due to strong organic sales growth and the first-time consolidation of Clinico and Pharmatel. Cost reductions in production combined with the projected sales growth will result in a significant earnings improvement in 2006. Fresenius Kabi's EBIT-margin is projected to increase to 14.5 to 15.0 %.

Fresenius ProServe
Fresenius ProServe is a leading German hospital operator with more than 50 hospitals. Moreover, the company offers engineering and services for hospitals and other health care facilities as well as for the pharmaceutical industry.
  

• Sales and earnings get off to a good start in all segments
• Business performance fully in line with forecast
• Outlook for 2006 confirmed

In the first quarter of 2006, Fresenius ProServe achieved excellent financial results. Sales grew by 1 % to Euro 476 million (Q1 2005: incl. HELIOS Kliniken: Euro 469 million; as reported: Euro 171 million). Organic growth was 3 %.

EBIT increased by 11 % to Euro 30 million (Q1 2005: incl. HELIOS Kliniken: Euro 27 million, as reported: Euro 3 million;).

For greater transparency we are reporting sales and EBIT of the hospital operations business and the engineering & services business separately in future. The hospital operations business comprises the HELIOS Kliniken Group including Wittgensteiner Kliniken. The engineering & services business covers the activities of VAMED and Pharmaplan.

Sales in hospital operations (HELIOS Kliniken incl. Wittgensteiner Kliniken) were at previous year's level with Euro 383 million. Organic growth was 2 %. EBIT increased to Euro 27 million in Q1 2006. The EBIT margin improved to 7.0 % (Q1 2005 incl. HELIOS Kliniken: Euro 25 million, EBIT margin: 6.5 %).

In March 2006, HELIOS Kliniken has agreed to acquire a majority stake in HUMAINE Kliniken GmbH. HUMAINE operates six acute and post acute care hospitals with a total of 1,850 beds, thereof 1,530 in the acute care area. The group achieved sales of Euro 197 million and operating profit (EBIT) of Euro 14 million. The transaction is expected to be completed in mid-2006. The acquisition of HUMAINE will be accretive to Fresenius Group's earnings per share in the fiscal year 2006.

Sales in the engineering & services business (VAMED, Pharmaplan) increased by 8 % to Euro 93 million (Q1 2005: Euro 86 million). EBIT was up 67 % to Euro 5 million (Q1 2005: Euro 3 million). Order intake and order backlog continued to develop very positively: Order intake increased by 40 % to Euro 66 million in Q1 2006 (Q1 2005: Euro 47 million). Order backlog rose 2 % to Euro 367 million as of March 31, 2006 (Q1 2005: Euro 360 million).

For the full year 2006 Fresenius ProServe expects sales growth of 1 to 3 % before acquisitions, based on 2005 revenues including HELIOS of Euro 2,009 million. EBIT is forecast to rise to Euro 140 to150 million (2005 incl. HELIOS: Euro 125 million).

Conference Call
As part of the publication of our results of the first quarter 2006, a conference call will be held on May 3, 2006 at 2.00 p.m. CEDT (8.00 a.m. EDT). We invite all investors to follow the conference call over the Internet under Investor Relations / Presentations. Following the conference, a recording of the call will be available as video-on-demand.

Quarterly report
The report for the first quarter 2006 will be available on May 15, 2006 on the Internet at www.fresenius-ag.com / Investor Relations / Publications.

Fresenius Biotech today announced encouraging results from a Phase IIa study with the trifunctional antibody removab^® (INN: catumaxomab) in the treatment of ovarian cancer patients. This European multi-center study was designed to assess the relative safety and efficacy of two different dose regimens, and included 44 patients with advanced ovarian cancer that were resistant to platinum and paclitaxel standard chemotherapy following surgery or had relapsed within six months of treatment. Both dose regimens were associated with the same mild to moderate toxicity profile, and the high dose treatment group showed a better tumor response. Currently, there are no other generally accepted treatment options for this patient population.

Patients were given four doses of removab^® via intraperitoneal administration over a period of ten days. The primary objective of the study was to determine whether application of a constant low dose (10-10-10-10 µg) or an escalated dose (10-20-50-100 µg) yielded a difference in either tolerability or response rate.

The study yielded two key findings:

• The antibody was well tolerated even at higher doses. Only moderate and temporary side effects were observed at both dose regimens, including fever, nausea and vomiting, and local skin reaction.
• The higher dose regimen yielded a clearly better anti-tumor efficacy, with one complete response (out of 22 patients) in this group. Four instances of stable disease were observed in the higher dose regimen. Two instances of stable disease were observed with the constant low dose regimen.

Based on the encouraging results of this Phase Ila study, Fresenius Biotech is planning to start a European Phase II study in the second half of 2006 to investigate the efficacy of removab^® in the treatment of ovarian cancer. In this study the additional benefit of removab^® in conjunction with surgery and standard chemotherapy will be investigated. As of today, the study will be designed to treat about 40 patients in earlier stages of the disease. These patients will receive four postoperative doses, as in the Phase IIa study, and an additional dose immediately after the tumor mass has been resected (R0 and RI resection).

Background information

Trifunctional antibodies: The trifunctional antibodies developed by Fresenius Biotech's partner TRION Pharma are proteins that join cancer cells with two different defensive cells from the body's own immune system: T-Cells and accessory cells. This initiates an especially efficient destruction of tumor cells.

Study phases: The goal of a Phase I study is to determine potential dosages and side effects while a Phase II investigates the effectiveness and safety of a medication using a low number of patients. A Phase IIa study is used to compare the safety and efficacy of various dosages. A Phase III study evaluates the effectiveness of a drug using a larger number of patients. The drug is also compared with standard treatments and a risk analysis is performed.

Ovarian cancer affects an average of 12.8 of 100,000 women and is the sixth most common cancer among women. In 2002, the World Health Organization registered more than 200,000 new cases worldwide and more than 120,000 patients died of the disease that year. Because there are no early warning signs for ovarian cancer, three-fourths of all cases are first diagnosed at an advanced stage. Despite improvements in chemotherapy with platinum, two-thirds of all patients fail to react to this treatment or relapse. This results in a relatively low survival rate with just 30 to 40 percent of ovarian cancer patients surviving the first five years.

• Sales € 5.1 billion, + 37 % at actual rates, + 34 % in constant currency
• EBIT € 681 million, + 50 % at actual rates, + 46 % in constant currency
• Net income € 140 million, + 39 % at actual rates, + 36 % in constant currency

• Fresenius Medical Care with strong sales and earnings growth
• Fresenius Kabi in the second quarter with EBIT margin record of more than 15 %
• Fresenius ProServe fully on track
• Integration of Renal Care Group progressing well; integration of HELIOS/WKA completed

 
Group outlook 2006: Sales and earnings forecast raised
Given the Company's strong performance in the first half, Fresenius raises its full-year 2006 sales and earnings outlook. Group sales are now expected to increase by approximately 35 % in constant currency to about € 10.7 billion. Net income is projected to grow by about 40 % in constant currency. The net income guidance already includes an amount of approximately € 27 million (after tax) associated with expected one-time expenses as well as expenses related to the stock option accounting change. Previously, the Company had expected net income growth to exceed 30 %. Earnings per share are now projected to increase by approximately 15 % in constant currency. Previously, earnings per share growth of around 10 % had been projected.

Sales – Strong growth continues
Group sales increased by 37 % to € 5,078 million (H1 2005: € 3,702 million). Excellent organic growth contributed 9 % to revenue growth. Acquisitions, in particular the first-time consolidation of Renal Care Group and HELIOS Kliniken in the income statement, contributed 25 %. Currency translation effects added 3 % to sales growth.

In North America, sales grew significantly due to the first-time consolidation of Renal Care Group. In addition, organic growth was excellent with 8 %. In Europe, the substantial sales increase was driven by the first-time consolidation of HELIOS Kliniken. However, underlying organic growth came in at a very good rate of 7 %. Excellent growth rates were achieved in the emerging markets, with organic growth of 24 % in Asia-Pacific and 19 % each in Latin America and Africa.

Sales contribution of the three business segments:

Fresenius ProServe's increased sales contribution is the result of the consolidation of HELIOS Kliniken.


Strong earnings growth
Group EBIT increased by 50 % at actual rates and by 46 % in constant currency to € 681 million (H1 2005: € 453 million). The growth was driven by the successful operating performance of all business segments as well as the first-time consolidation of Renal Care Group and HELIOS Kliniken. EBIT includes a gain of € 32 million from the divestitures of dialysis clinics in the USA. The sale was a condition of the US Federal Trade Commission for the approval of the Renal Care Group acquisition. EBIT also includes a total of € 11 million one-time expenses and expenses related to the stock option accounting change.

Primarily, given the debt financing of the Renal Care Group acquisition, Group net interest increased to € -194 million (H1 2005: -97 million). This number however also includes one-time expenses of € 30 million associated with the refinancing of Group debt.

The tax rate was 41.9 % (H1 2005: 39.3 %). It was substantially influenced by the tax expense associated with the divestitures of the dialysis clinics in the USA. As the goodwill attributable to the divested clinics is not considered for tax purposes, the sale resulted in a loss of € 2 million after tax. Excluding this effect the tax rate was 36.9 %.

Minority interest was € 143 million (H1 2005: € 115 million). 94 % was attributable to the minority interest of Fresenius Medical Care.

Group net income grew by 39 % at actual rates and by 36 % in constant currency to € 140 million (H1 2005: € 101 million). This result includes one-time expenses of € 19 million, primarily for the refinancing of debt as well as for expenses related to the stock option accounting change. Thus, approximately 70 % of the expected one-time expenses for the full-year 2006 are already included in the Group net income.

Earnings per ordinary share rose to € 2.75 (H1 2005: € 2.46) while earnings per preference share rose to € 2.77 (H1 2005: € 2.48). This is an increase of 12 % for both share classes (9 % in constant currency). The average number of shares grew to 50,852,320 mainly due to the share issue in December 2005.

Investments
Fresenius Group spent € 225 million for property, plant and equipment and intangible assets (H1 2005: € 115 million). Acquisition spending increased to € 3,408 million due to the acquisition of Renal Care Group (H1 2005: € 227 million).

Cash flow
Operating cash flow increased by 17 % to € 385 million (H1 2005: € 329 million). The key driver was the significant improvement in earnings whereas the tax expense associated with the divestitures of the dialysis clinics had a negative effect. Cash flow before acquisitions and dividends was € 172 million (H1 2005: € 224 million). The acquisition of Renal Care Group was financed through bank debt.

Solid balance sheet structure
Total assets increased by 28 % to € 14,831 million (December 31, 2005: € 11,594 million). In constant currency, total assets grew 34 %. The substantial increase is mainly related to the Renal Care Group acquisition which was consolidated in the balance sheet for the first time as of March 31, 2006. Current assets increased by 10 % to € 3,871 million (December 31, 2005: € 3,531 million). Non-current assets were € 10,960 million (H1 2005: € 8,063 million), an increase of 36 %. This was primarily due to the goodwill resulting from the Renal Care Group acquisition.

Group debt increased to € 6,154 million (December 31, 2005: € 3,502 million) due to financing of the Renal Care Group acquisition.

As of June 30, 2006, the net debt/EBITDA ratio was 3.3 (December 31, 2005: 2.3).

Shareholders' equity including minority interest grew 5 % to € 5,380 million (December 31, 2005: € 5,130 million), driven by the very good earnings development. Given the debt financing of the Renal Care Group acquisition, the equity ratio (including minority interests) decreased to 36.3 % (December 31, 2005: 44.2 %).

Employees
As of June 30, 2006, the Group had 100,196 employees worldwide (December 31, 2005: 91,971). The increase of 8,225 employees is primarily due to the acquisition of Renal Care Group.

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.

Fresenius Biotech has successfully continued its clinical study program. The company reported encouraging results of a phase IIa study with the trifunctional antibody removab^® in the treatment of ovarian cancer patients. Based on these results, Fresenius Biotech is planning to start a European phase II study for this indication in the second half of 2006.

A phase II study on breast cancer started in March 2006. About 40 patients will be included in the trial. A phase II study for the treatment of gastric cancer with approximately 50 patients started in June 2006. The results from the malignant ascites phase II/III study are expected at the end of this year.

For the full year 2006, Fresenius Biotech continues to expect an EBIT in the range of € -45 to -50 million, largely due to the higher expenses for expanded clinical study program.


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 June 30, 2006, Fresenius Medical Care (incl. Renal Care Group and after divestitures) was serving 161,675 patients in 2,078 dialysis clinics.
 

^* before one-time expenses, expenses related to the stock option accounting change and the effect of the FTC-related clinic divestitures in the USA

 

• Strong sales and earnings growth in all regions
• Renal Care Group integration well under way and on track
• Outlook for 2006 upgraded

Fresenius Medical Care achieved strong sales growth of 19 % to US$ 3,912 million (H1 2005: US$ 3,283 million). This was driven by both the excellent operating performance and the first-time consolidation of Renal Care Group in the income statement. Organic growth reached 9 %. Sales in dialysis care increased by 24 % to US$ 2,924 million (H1 2005: US$ 2,363 million). In dialysis products, Fresenius Medical Care achieved sales of 988 million US$ (H1 2005: US$ 920 million), an increase of 7 % (10 % in constant currency).

In North America, Fresenius Medical Care increased sales by 24 % to US$ 2,754 million (H1 2005: US$ 2,215 million). Organic growth reached 8 %. Sales outside North America ("International") grew by 8 % (12 % in constant currency) to US$ 1,158 million (H1 2005: US$ 1,068 million).

Net income increased by 10 % to US$ 246 million (H1 2005: US$ 223 million). This result includes one-time expenses of US$ 20 million primarily for the refinancing of Fresenius Medical Care debt, for expenses related to the stock option accounting change as well as for the after-tax loss on the divestitures of dialysis clinics in the USA. Excluding the above effects net income was up 19 % to US$ 266 million.

Based on the strong performance in the first half of 2006, Fresenius Medical Care upgrades its guidance for the full year 2006. After expecting to report a revenue of about US$ 8.1 billion, the company now expects a revenue for 2006 of about US$ 8.3 billion.

Fresenius Medical Care also upgrades its outlook for reported net income for 2006. After expecting a net income between US$ 515 million and US$ 535 million, the company now expects to report a net income of at least US$ 542 million, which represents an increase of at least 15% over the 2005 level.

In order to show the underlying performance of Fresenius Medical Care, the guidance provided does not take into effect any expected one-time items and the stock option accounting change. After previously assuming the after-tax impact of one-time items and the stock option accounting change to be about US$ 60 million Fresenius Medical Care now expects this impact to be about US$ 40 million for the full year 2006.

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.
 

• Strong organic sales growth of 8 %
• Record EBIT margin of more than 15 % in the second quarter
• Sales and earnings outlook for 2006 raised

Fresenius Kabi's sales increased by 15 % to € 937 million (H1 2005: € 818 million). The company achieved strong organic growth of 8 %. Acquisitions, primarily Clinico and the first-time consolidation of Pharmatel, contributed 4 % to sales. Currency translation added a further 3 %.

Sales in Europe (excluding Germany) increased by 9 %, in Germany by 5 %.
Fresenius Kabi did extremely well in the emerging markets outside Europe and achieved sales growth of 44 % in Asia-Pacific, 36 % in Latin America and 25 % in the other regions. Organic growth in the regions outside Europe was well into the double digits.

Fresenius Kabi showed an excellent performance at the EBIT level, with an increase of 26 % to € 139 million (H1 2005: € 110 million). The EBIT margin improved by 140 basis points to 14.8 % (H1 2005: 13.4 %). In the second quarter, the EBIT margin reached a new record level of 15.1 %. Net profit rose by 18 % to € 60 million (H1 2005: € 51 million). This already includes one-time expenses of € 11 million for the early redemption of the 2003 Eurobond.

Based on the excellent performance in the first half, Fresenius Kabi raises its EBIT margin outlook for the full year 2006 from previously 14.5-15.0 % to now >15 %. The company now expects sales growth of 11 to 12 % in constant currency. Previously, growth of around 10 % had been projected.

Fresenius ProServe
Fresenius ProServe is a leading German hospital operator with more than 50 facilities. Moreover, the company offers engineering and services for hospitals and other health care facilities as well as for the pharmaceutical industry.
 

• Very good performance in hospital operations
• Strong order intake in the engineering & services businesses
• Outlook for 2006 fully confirmed

Fresenius ProServe achieved excellent financial results. Sales grew by 3 % to € 974 million (H1 2005 incl. HELIOS Kliniken: € 942 million). Organic growth amounted to 4 %. On a comparable basis, EBIT increased by 15 % to € 62 million (H1 2005 incl. HELIOS Kliniken: € 54 million).

Sales in hospital operations (HELIOS Kliniken Group) amounted to € 767 million (H1 2005: € 765 million). Organic growth was 2 %. EBIT increased to € 56 million, the EBIT margin improved to 7.3 % (H1 2005 incl. HELIOS Kliniken: € 48 million and 6.3 %). The integration of WKA into HELIOS Kliniken Group was successfully completed. The focus is now on continued efficiency improvements at the WKA clinics and on further growth through privatization in the German hospital market.

Sales in the engineering and services business (VAMED, Pharmaplan) increased 17 % to € 207 million (H1 2005: € 177 million). EBIT rose 50 % to € 9 million (H1 2005: € 6 million). Order intake and order backlog continued to develop very positively. Order intake increased by 19 % to € 185 million (H1 2005: € 156 million). Order backlog rose 14 % to € 409 million as of June 30, 2006 (December 31, 2005: € 360 million).

In March 2006, HELIOS Kliniken agreed to acquire HUMAINE Kliniken GmbH. HUMAINE operates six acute and post-acute care hospitals with a total of 1,850 beds. The transaction is expected to be completed in the third quarter. The acquisition of HUMAINE will be accretive to Fresenius Group's earnings per share in the fiscal year 2006 already.

Fresenius ProServe confirms its 2006 full-year outlook and expects revenue growth of 1 to 3 % before acquisitions, based on 2005 revenues including HELIOS of € 2,009 million. EBIT is forecast to rise to € 140 to 150 million (2005 incl. HELIOS: € 125 million).

Video Webcast
As part of the publication of our results for the first half of 2006, an analyst conference will be held at the Fresenius headquarters in Bad Homburg on August 3, 2006 at 1:30 p.m. CEDT (7.30 a.m. EDT). All investors are cordially invited to follow the conference in a live broadcast over the Internet at www.fresenius-ag.com / Investor Relations / Presentations. Following the meeting, a recording of the conference will be available as video-on-demand.

Quarterly report
The report for the first half and the second quarter of 2006 will be available on August 14, 2006 on the Internet at www.fresenius-ag.com / Investor Relations / Financial Reports / Quarterly Reports.

HELIOS Kliniken GmbH, a subsidiary of Fresenius AG, has obtained antitrust approval from the German antitrust authorities for the acquisition of a majority stake of HUMAINE Kliniken, announced in March. The transaction will be completed shortly.

HUMAINE operates six acute and post acute care hospitals in the fields of neurology, oncology and traumatology with a total of 1,850 beds. The majority of beds (1,530) is in the acute care sector. HUMAINE operates two major regional hospitals with about 600 beds each.