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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.

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.

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.

  • Sales: € 7.064 billion, + 5 % in constant currency, - 6 % at actual exchange rates
  • EBIT: € 781 million, + 5 % in constant currency, - 7 % at actual exchange rates
  • Net income: € 115 million, - 2 % in constant currency, - 14 % at actual exchange rates;
    € 147 million before one-time expenses, + 22 % in constant currency, + 10 % at actual exchange rates
  • Dividend: 8 % increase to € 1.23 per ordinary share and € 1.26 per preference share
  • Strong sales and earnings performance of Fresenius Medical Care and Fresenius Kabi
  • Fresenius Group's results were impacted by € 34 million (before tax) of one-time expenses at Fresenius ProServe.
  • Fresenius ProServe: Reorganization programs and operating result on track
  • Operating cash flow and free cash flow at record levels

Fresenius Group business performance in 2003 was very positive, but significantly impacted by exchange rate fluctuations. Sales were up 5 % in constant currency, but down 6 % at actual exchange rates. The good earnings performance in 2003 was supported by the very strong contributions of the Group's two largest business segments Fresenius Medical Care and Fresenius Kabi. The good development was burdened by one-time expenses at Fresenius ProServe. Operating income (EBIT) rose 5 % in constant currency, but fell 7 % at actual exchange rates. Net income decreased 2 % in constant currency and 14 % at actual exchange rates. Excluding one-time expenses at Fresenius ProServe, net income would have increased 22 % in constant currency and 10 % at actual exchange rates.

Dividend
The Managing Board will propose an 8 % dividend increase to the Supervisory Board. For the fiscal year 2003, a dividend of € 1.23 (2002: € 1.14) for each ordinary share and € 1.26 (2002: € 1.17) for each preference share should be paid. This is the 11th consecutive year of dividend increase. The proposal reflects the excellent cash flow performance and our confidence in the future earnings development of the Group. Total dividend distribution will be € 51.0 million (2002: € 47.3 million).

Group outlook for the full year 2004
Despite continued cost-saving pressure in the healthcare sector, particularly in the western markets, the Group anticipates a positive performance for the full year 2004. The Company expects a mid single-digit percent increase in 2004 sales, at constant currency. Net income is expected to grow in the range of 25 to 30 % at constant currency. Good sales performance, further improvement of the cost structures and positive effects of Fresenius ProServe's profit improvement programs will contribute to the growth in net income. We expect sales and earnings to increase in all segments. For the year 2004 Fresenius plans a total capital expenditure of about € 300 million. Expected acquisition spending will be € 120 million.

Sales
In 2003 Group sales increased 5 % in constant currency. Organic growth was 3 %, while acquisitions contributed 2 % to the increase in sales. Sales were € 7,064 million, down 6 % on last year's figure of € 7,507 million. This decline is mainly due to the US dollar which weakened by almost 20 % against the euro. Currency translation effects had an 11 % negative impact on sales.

Group sales were greatest in North America with 50 % and in Europe with 38 % of total sales, followed by Asia-Pacific with 7 %. Sales in Latin America and other regions accounted for 5 %. The highest regional growth rate was in Latin America, despite the difficult economic situation in many counties in this region. Due to project delays at Fresenius ProServe, Asia-Pacific sales in constant currency were on previous year's level. The outbreak of the respiratory illness SARS temporarily restrained our business activities in that region. We expect that Asia-Pacific and Latin America continue to offer above-average growth potential for Fresenius in the future.

Sales contribution of the three business segments:

Fresenius Medical Care's lower share of Group sales is mainly due to currency translation.

Earnings
Currency translation effects also had an impact on Group earnings. In constant currency, earnings before interest, income taxes, depreciation and amortization (EBITDA) was up 4 % compared to 2002. At actual rates, it was down 6 % to € 1,106 million (2002: € 1,178 million). Group EBIT increased 5 % in constant currency, but decreased 7 % at actual exchange rates to € 781 million (2002: € 837 million).

Group net interest expense improved by 14 % to € 249 million, compared to € 291 million last year. The reduction was mainly attributable to positive USD/EUR currency translation effects, as a high proportion of bank liabilities are in US dollars.

The effective tax rate for the full year 2003 was 41.9%. The increase compared to previous year's rate of 37.0 % is mainly due to the one-time expenses at Fresenius ProServe that are partially not tax-deductible.
Minority interests decreased to € 194 million (2002: € 210 million), solely due to currency translation. 96 % of minority interests relate to Fresenius Medical Care.

At actual exchange rates, Group net income was € 115 million, down 14 % from € 134 million achieved in 2002. Excluding the effect of one-time expenses, Group net income would have increased 22 % in constant currency and 10 % at actual exchange rates.

Earnings per ordinary share were € 2.79, down from € 3.25 in 2002. Earnings per preference share were € 2.82 (2002: € 3.28).

Capital expenditure and acquisitions
Fresenius spent € 430 million in 2003 on capital expenditure and acquisitions (2002: € 507 million). This reduction was in line with Company planning.

Investments for capital expenditure decreased € 38 million to € 339 million and acquisitions fell to € 91 million (2002: € 130 million). Capital expenditure accounted for 79 % of investments in 2003, and acquisitions for 21 %.

Acquisitions related mainly to the purchase of dialysis clinics by Fresenius Medical Care. Capital expenditure was mainly used to expand and modernize existing dialysis clinics. We also invested to further expand and optimize production plants at Fresenius Kabi, and in the modernization and in medical technical equipment in clinics managed by Fresenius ProServe.

47 % of the Group investments were made in Europe, 44 % in North America and 9 % in other regions.

Cash flow
Group cash flow was at record levels: operating cash flow and free cash flow exceeded even previous year's record figures. Operating cash flow increased 11 % to € 776 million (2002: € 697 million), mainly due to improved receivables management and cash inflows derived from hedged inter-company financing. Free cash flow before acquisitions and dividends increased 19 % to € 454 million (2002: € 382 million). This increase was due to our strong operating cash flow, while net investment remained almost unchanged. Free cash flow after acquisitions and dividends was € 269 million, a significant increase of 65 % over the previous year's € 163 million.

Asset and Capital Structure
Total assets were down 6 % from 31 December 2002 to € 8,347 million (31.12.2002: 8,915 million). This decline is entirely due to currency translation. In constant currency, total assets would have increased 4 %.

Shareholders' equity (including minority interests) was € 3,214 million, down 5 % from € 3,369 million as of 31 December 2002. The reduction was due to currency translation; in constant currency, there would have been an 8 % increase. The equity ratio including minority interests rose from 37.8 % as of 31 December 2002 to 38.5 % at the end of 2003.

Bank loans, Eurobonds, Commercial Paper and trust preferred securities were € 3,023 million as of 31 December 2003 (31.12.2002: € 3,283 million). Total debt, including liabilities from the receivables securitization program of Fresenius Medical Care was reduced from € 3,707 million (31.12.2002) to € 3,148 million as of 31 December 2003, mainly due to currency translation. The strong free cash flow led to a reduction in debt of € 283 million.

The key ratio of net debt/EBITDA improved significantly to 2.7 as of 31 December 2003 (31.12.2002: 3.0). The Group is well on track to achieve its target of 2.5 in 2005.

Employees
As of 31 December 2003, Fresenius had 66,264 employees worldwide, an increase in headcount of 2,626, or 4 %, compared to 31 December 2002.

Fresenius Biotech
Fresenius Biotech develops innovative therapies with trifunctional antibodies for the treatment of cancer and cell therapies used to treat end-stage HIV infection. In the field of polyclonal antibodies, since many years Fresenius Biotech successfully applies the immune suppressive agent ATG Fresenius S, used for suppression following organ transplantations.

The results of the following studies are expected during 2004:

  • Phase I study using removab® in non-small cell lung cancer
  • Phase I study using removab® in peritoneal cancer
  • Phase I study using rexomun in breast cancer
  • A first study to clarify if treatment with genetically modified T-helper cells generally works in treating HIV. Approval for production of these cells has been obtained.

In the year 2003 EBIT of Fresenius Biotech was € -19 million. Fresenius Biotech expects 2004 an EBIT at around € -29 million; this will depend largely on the planned expenses for clinical trials. A lower EBIT loss can be expected if milestones of clinical studies are not achieved and projects are no longer pursued.

The Business Segments

Fresenius Medical Care

Fresenius Medical Care AG is the world's leading provider of products and services for patients with chronic kidney failure. As of 31 December 2003, Fresenius Medical Care treated around 119,250 patients in 1,560 dialysis clinics, corresponding to an 6 % increase year over year.

Fresenius Medical Care's 2003 sales increased by 9 % to US$ 5,528 million (2002: US$ 5,084 million). In constant currency, the increase was 5 %.

Fresenius Medical Care made around 70 % of its sales in North America and roughly 30 % in the international business, which showed particularly good growth rates in 2003 despite the crisis in Iraq and the difficult economic climate in Latin America. Major growth drivers were the strong development in European and Latin American operations.

Sales of dialysis products increased 13 % to US$ 1,549 million. Sales of dialysis services were up 7 % to US$ 3,978 million. Sales of dialysis services are driven by the number of treatments, which increased 9 % in 2003. Fresenius Medical Care carried out 17.8 million dialysis treatments in 2003.

Fresenius Medical Care improved EBIT by 9 % to US$ 757 million (2002: US$ 695 million). This increase is mainly due to the extremely positive development of our US operations. Net income increased 14 % to US$ 331 million.
Fresenius Medical Care forecasts currency-adjusted mid single-digit growth in sales and high single-digit to low double-digit growth in net income for 2004. The company expects for 2004 capital expenditure of around 250 Mio US$ and an acquisition spending of around 100 Mio US$.
For further information, please see Press Release Fresenius Medical Care.

Fresenius Kabi

Fresenius Kabi focuses on nutrition and infusion therapy for seriously ill patients, in both hospital and ambulatory care environments, and on infusion and transfusion technology.

 
*The previous year's figures were adjusted for Fresenius HemoCare (transfusion and infusion technology) whose activities have been re-assigned to Fresenius Kabi since 1 January 2003.


Fresenius Kabi's sales were € 1,463 million, up 2 % from previous year's sales of € 1,441 million. Fresenius Kabi achieved very good organic growth of 7 %. In addition to the solid growth in Europe, double-digit growth rates in Latin America and Asia-Pacific contributed to this success. Currency translation reduced sales by 4 % and disinvestments by 1 %.
Fresenius Kabi achieved a 3 % increase in hospital business sales, to € 1,171 million (2002: € 1,137 million). Ambulatory Care had sales of € 292 million; down 4 % on the previous year (2002: € 304 million). All regions achieved good organic growth in sales. Despite the respiratory illness SARS, which limited business operations in Asia-Pacific in the first half of the year, Fresenius Kabi had a growth of 12 % in that region. Internal growth in Latin America was 27 %. Although the European healthcare markets show increasing pressure on cost savings, the Company achieved good organic growth here of 4 %.

Fresenius Kabi's EBIT rose 52 % in 2003 to € 147 million, a significant improvement on pervious year's figure of € 97 million. In addition to good developments in its operating business, the cost reduction measures showed positive effects.

Fresenius Kabi expects further sales and earnings increases for 2004: while mid single-digit growth rates are projected for sales, the EBIT margin is expected to rise from 10 % to about 11 %. For the regions Asia-Pacific and Latin America Fresenius Kabi sees above-average perspectives for future growth.

Fresenius ProServe

Fresenius ProServe offers services for international healthcare systems, including hospital management, the planning and construction of hospitals and pharmaceutical and medical-technical production plants.

Fresenius ProServe increased sales by 6 % to € 742 million (2002: € 701 million). The consolidation of acquired hospitals (including the Klinikum Rhein-Sieg in Siegburg, Germany) accounted for an 11 % increase, while the project business showed a 5 % decrease. Orders on hand for Fresenius ProServe's project business increased slightly, to € 435 million (31.12.2002: € 424 million), whereas order entry was down 15 %, to € 278 million (2002: € 327 million), mainly due to the general investment caution in the pharma industry.

As expected, Fresenius ProServe reported a € 19 million EBIT loss for 2003 (2002: € 24 million profit). This figure includes € 34 million before tax of one-time expenses for measures to cut costs and improve profitability at Wittgensteiner Kliniken AG (WKA) as well as reorganization measures in the Healthcare Project and Pharma Industry businesses. By reducing staffing levels, optimizing processes and costs, and closing locations, Fresenius ProServe is adjusting its fixed cost structure to better reflect market conditions. The current bed utilization rate in the year 2003 of 79 % in German hospitals was clearly below the previous year's level of 85 %.

Fresenius ProServe's primary mid-term goal is to increase efficiency at WKA and to improve operating margins. It also plans to more closely link acute hospitals and post-acute clinics and, at the same time, to make individual hospitals more competitive through specialization. Outside of Germany the focus will be on strengthening the hospital project business.

Fresenius ProServe expects 2004 sales to grow by around 10 %. EBIT in 2004 is expected to be around € 25 million, before the announced 2004 one-time expenses of € 8 million at WKA.

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
Consolidated statement of income:
See pdf-file

Summary First Quarter 2004:

  • Net Revenue: $1,459 million, + 12%
  • Operating income (EBIT): $198 million, + 17%
  • Net income: $91 million, + 30%
  • Operating Cash Flow: $171 million, + 37%
  • Free Cash Flow: $130 million, + 55%

Bad Homburg, Germany - May 06, 2004 -- 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 results for the first quarter 2004.

Revenue

Total revenue for the first quarter 2004 increased 12% (8% at constant currency) to $ 1,459 million. Dialysis Care revenue grew by 12% to $ 1,058 million (10% at constant currency) in the first quarter of 2004. Dialysis Product revenue (including internal sales) increased 13% to $ 527 million (4% at constant currency) in the same period. The internal sales increased to $ 126 million after $ 110 million in the first quarter of 2003.

North America revenue increased 7% to $ 996 million, compared to $ 929 million in the same period last year. Dialysis Care revenue increased by 9% to $ 898 million. The average revenue per treatment increased to $ 286 in the first quarter 2004 (Q1 2003: $ 278). Dialysis Product revenue, including sales to company-owned clinics, was flat at $ 191 million.

International revenue was $ 463 million, up 25% from the first quarter of 2003, an increase of 10% adjusted for currency. Dialysis Care revenue reached $ 160 million, an increase of 33% (17% at constant currency). Dialysis Products revenue, including sales to company-owned dialysis clinics, increased 22% to $ 336 million (7% at constant currency).

Earnings

Operating income (EBIT) increased 17% to $ 198 million resulting in an operating margin of 13.6% (Q1 2003: 13.0%). The increase of 60 basis points was mainly due to increased treatments and efficiency improvements in North America and an overall improved situation in Latin America. Compared to the first quarter 2003 the margin in North America increased by 40 basis points to 13.6%. In our International segment it increased by 100 basis points to 15.3% compared to the first quarter in the previous year.

Group net interest expenses decreased by 13% to $ 47 million, compared to $ 54 million last year. This positive development was mainly attributable to a lower debt level and the conversion of a portion of debt from fixed into variable interest rates.

Income tax expense was $ 60 million versus $ 45 million in the first quarter 2003, reflecting an effective tax rate of 39.4% compared to 38.7% in the first quarter of last year.

Net income in the first quarter 2004 was $ 91 million, an increase of 30%.

Earnings per share (EPS) in the first quarter 2004 rose 30% to $ 0.94 per ordinary share ($ 0.31 per ADS), compared to $ 0.72 ($ 0.24 per ADS) in the first quarter of 2003. The weighted average number of shares outstanding during the first quarter of 2004 was approximately 96.2 million.

Cash Flow

In the first quarter of 2004, the Company generated $ 171 million in net cash from operations. This performance was ahead of expectations and the net cash from operations represented nearly 12% of total revenue.

A total of $ 41 million (net of disposals) was spent for capital expenditures, resulting in a Free Cash Flow before acquisitions of $ 130 million compared to the first quarter of 2003 with $ 84 million. This repeated exceptional performance was again driven by further improvements in working capital management. The company reduced the days sales outstanding (DSO) again by another 3 days to 86 days in the first quarter. North America as well as the International region contributed to this very good development.

A total of $ 42 million in cash was spent for acquisitions. The Free Cash Flow after acquisitions increased therefore by 57% to $ 88 million compared to $ 56 million last year.

Patients - Clinics - Treatments

At the end of the first quarter 2004, Fresenius Medical Care served about 120,700 patients worldwide which represents an increase of 6%. North America cared for ~83,200 patients (+4%) and the International segment for ~37,500 patients (+10%).

As of March 31, 2004, the Company operated a total of 1,575 clinics worldwide (1,115 clinics/+2% in North America and 460 clinics/+12% International).

Fresenius Medical Care AG performed approximately 4.6 million treatments, which represents an increase of 8% year over year. North America accounted for 3.2 million treatments (+6%) and the International segment for 1.4 million (+12%).


Outlook 2004

For the year 2004, the Company reconfirms its outlook for the top-line and expects revenue growth at constant currencies in the mid-single digit range.
Net income growth is now expected to be at the high end of our original guidance - which is in the low double digit range.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "We clearly saw a strong operational performance the first quarter of 2004. Specifically, we were able to improve the profitability of our service and products business on a worldwide basis with focused initiatives based on our overall strategic plan. In addition, we achieved another outstanding performance in free cash flow during the first quarter of 2004. This was a good start into the year, which we believe is a good foundation to look optimistically at 2004 and beyond".

Statement of Earnings: see pdf-file

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 1,575 dialysis clinics in North America, Europe, Latin America and Asia-Pacific, Fresenius Medical Care provides Dialysis Treatment to approximately 120,700 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.

Summary Second Quarter 2004:
Company raises guidance on following strong first half performance.

  • Net Revenue: $ 1,552 million, +14%
  • Operating Income (EBIT): $ 213 million, +16%
  • Net income: $ 101 million, +27%
  • Operating Cash Flow: $ 180 million, +3%
  • Free Cash Flow: $ 126 million, -9%

Bad Homburg, Germany - August 04, 2004 -- 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 results for the second quarter and the first six months of 2004.

Second Quarter 2004

Revenue
Total revenue for the second quarter 2004 increased 14% (12% at constant currency) to $ 1,552 million. The consolidation of the Cardio Vascular Resources and certain dialysis clinics in accordance with a new accounting regulation (FIN 46R) contributed approx. 2.6% to the growth rate. Dialysis Care revenue grew by 15% to $ 1,127 million (14% at constant currency) in the second quarter of 2004. Same store treatment growth worldwide was 4%. Dialysis Product revenue (including internal sales) increased 11% to $ 557 million (7% at constant currency) in the same period. The internal sales increased to $ 132 million after $ 116 million in the second quarter of 2003.

North America revenue increased 10% to $ 1,052 million, compared to $ 955 million in the same period last year. Dialysis Care revenue increased by 12% to $ 948 million. The average revenue per treatment increased to $ 289 in the second quarter 2004 (Q2 2003: $ 275). Dialysis Product revenue, including sales to company-owned clinics, was up 2% at $ 199 million. Product sales to the available external market was flat as expected.

International revenue was $ 500 million, up 21% from the second quarter of 2003, an increase of 15% adjusted for currency. Dialysis Care revenue reached $ 179 million, an increase of 35% (28% at constant currency). Dialysis Products revenue, including sales to company-owned dialysis clinics, increased 16% to $ 358 million (9% at constant currency).

Earnings
Operating income (EBIT) increased 16% to $ 213 million resulting in an operating margin of 13.7% (Q2 2003: 13.5%). The increase of 20 basis points was mainly due to increased treatments and efficiency improvements in North America. Compared to the second quarter 2003 the margin in North America increased by 50 basis points to 14.0%. In our International segment the operating margin remained at 15.0% comparable to the second quarter in the previous year. This reflects a stable European business and improvements in Latin America which were offset mainly by price pressure in Japan as a result of bi-annual reimbursement rate reductions.

Group net interest expenses decreased by 14% to $ 45 million, compared to $ 53 million last year. This positive development was mainly attributable to a lower debt level and the conversion of a portion of debt from fixed into variable interest rates.

Income tax expense was $ 67 million versus $ 51 million in the second quarter 2003, reflecting an effective tax rate of 39.8% compared to 39.0% in the second quarter of last year.

Net income in the second quarter 2004 was $ 101 million, an increase of 27% and a quarterly record for the company.

Earnings per share (EPS) in the second quarter 2004 rose 27% to $ 1.04 per ordinary share ($ 0.35 per ADS), compared to $ 0.82 ($ 0.27 per ADS) in the second quarter of 2003. The weighted average number of shares outstanding during the second quarter of 2004 was approximately 96.2 million.

Cash Flow
In the second quarter of 2004, the Company generated $ 180 million in net cash from operations. This performance was ahead of expectations and the net cash from operations represented nearly 12% of total revenue.

A total of $ 54 million (net of disposals) was spent for capital expenditures. This resulted in a Free Cash Flow before acquisitions of $ 126 million compared to the second quarter of 2003 with $ 138 million. This high level of Free Cash Flow was primarily supported by the increase in net income. The days sales outstanding (DSO) remained unchanged at 86 days in the second quarter compared to the first quarter 2004. Compared with the second quarter of the previous year DSO are reduced by 7 days. North America as well as the International region contributed to this development.

A total of $ 10 million in cash was spent for acquisitions. The Free Cash Flow after acquisitions increased therefore by 7% to $ 116 million compared to $ 109 million last year.

First Half Year 2004:

Earnings and Revenue
In the first half of 2004, net income was $ 192 million, up 28% from the first half of 2003. Net revenue was $ 3,011 million, up 13% from the first half of 2003. Currency adjusted, net revenue rose 10% in the first half of 2004. Operating income (EBIT) increased 16% to $ 411 million resulting in an operating margin of 13.6%.

Group net interest expenses for the first six months 2004 decreased by 14% to $ 92 million, compared to $ 107 million last year. Income tax expense was $ 126 million in the first half of 2004 versus $ 96 million in the same period in 2003. This reflects an effective tax rate of 39.6% compared to 38.9% in the first half of last year.

In the first half of 2004, earnings per ordinary share rose 28% to $ 1.98. Earnings per ordinary ADS for the first half of 2004 were $ 0.66.

Cash Flow
Cash from operations during the first six months of 2004 was up 17% to $ 351 million compared to $ 300 million in the first six months of 2003. A total of $ 95 million was spent for capital expenditures (net of disposals). This resulted in a Free Cash Flow for the first half of 2004 of $ 256 million compared to $ 222 million in the first half of 2003. Net cash used for acquisitions was $ 52 million.

Patients - Clinics - Treatments
At the end of the second quarter 2004, Fresenius Medical Care served about 122,700 patients worldwide which represents an increase of 6%. North America provided dialysis treatments for ~84,700 patients (+5%) and the International segment for ~38,000 patients (+9%).

As of June 30, 2004, the Company operated a total of 1,590 clinics worldwide (1,125 clinics/+3% in North America and 465 clinics/+12% International).

Fresenius Medical Care AG performed approximately 9.2 million treatments in the first half 2004, which represents an increase of 7% year over year. North America accounted for 6.4 million treatments (+5%) and the International segment for 2.9 million (+11%).

Outlook 2004
Based on the strong performance in the first half of 2004 the company lifts its guidance for the full year 2004. After expecting a net revenue growth at constant currencies in the mid-single digit range the Company now expects the top-line to grow in the high single digits. After expecting a net income growth for 2004 in the low double digit range the Company now expects net income growth to be in the mid teens.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "Our operating fundamentals and our financial focus continues to translate into strong top line revenue growth and bottom line earnings after tax growth. We are particularly pleased with the results of Europe, North America and Latin America. In addition, we saw continued good performance in free cash flow for the first half of 2004. We also believe that our first half-year 2004 results and our global position in this exciting market, result in a solid foundation to look optimistically toward the full-year of 2004 and beyond".

Please note:
An analyst meeting will take place today at 3.15 pm CET. This meeting will be broadcasted live over the Internet in a listen only mode at www.fmc-ag.com.

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 1,590 dialysis clinics in North America, Europe, Latin America and Asia-Pacific, Fresenius Medical Care provides Dialysis Treatment to approximately 122,700 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 Kabi and the Australian pharmaceutical company Pharmatel Pty Ltd. have formed a joint venture to market infusion and nutrition therapy products in Australia. Fresenius Kabi holds a 25.1 % and Pharmatel a 74.9 % stake in the joint venture. Fresenius Kabi will increase its stake to 50.1 % until 2006. The new company, Pharmatel Fresenius Kabi Pty Ltd., was launched September 1, 2004 and sells products of Fresenius Kabi and of Pharmatel.
Pharmatel Pty Ltd., headquartered in Sydney, has a leading market position in Australia in the field of oncology compounding. It also specializes in gastrointestinal therapies including bowel lavage products for bowel cleansing prior to colonoscopy or surgery. The company had sales of approx. € 18 million in 2003 and employs 65 people. The current management team of Pharmatel will continue to hold executive positions within the joint venture.

"The joint venture with Pharmatel is a further step of our strategy to expand into growth markets. Its compounding facilities in Sydney and Melbourne are a perfect platform for Fresenius Kabi to enter the parenteral nutrition compounding market in Australia. Pharmatel has excellent relationships with hospitals, high local awareness and a very good reputation for customer service. It is our goal to become one of the leading hospital suppliers in Australia", Mats Henriksson, Member of the Management Board of Fresenius Kabi and responsible for the Region Asia Pacific, commented.

"By partnering with Fresenius Kabi, Pharmatel strengthens its middle and long term position in the Australian market", Pharmatel Chairman and Managing Director George Shortis said.

Fresenius Kabi is the leading European provider of nutrition and infusion therapy for critically and chronically ill patients in the hospital and outpatient environment and has strong market positions in Asia Pacific and Latin America. Fresenius Kabi had sales of € 1,463 million in 2003 and employs around 11,400 employees in more than 30 countries. Fresenius Kabi is a company of the Fresenius healthcare group.
For more information please visit Fresenius Kabi's website at www.fresenius-kabi.com

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.

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 its wholly owned subsidiaries, Fresenius Medical Care Holdings, Inc. and Spectra Renal Management, received on October 26 subpoenas from the U.S. Department of Justice, Eastern District of New York. The subpoenas require production of a broad range of documents relating to the company's operations, with specific attention to documents relating to testing for parathyroid hormone (PTH) levels and vitamin D therapies.

The company will cooperate with the government's investigation.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "Fresenius Medical Care North America ("FMC-NA") has operated since 1999 with one of the leading compliance programs in the US healthcare industry. We are firmly committed to compliance; our rigorous compliance program involves ongoing evaluation of business operations, compliance training for all employees, and audits of laboratory and dialysis services programs. FMC-NA's compliance program and its compliance audits, are subject to review each year by an independent review organization, and FMC-NA reports the results to the Office of the Inspector General. We will seek to meet with representatives of the government to discuss the issues addressed in the subpoena and are optimistic that the controls imbedded in our compliance program will be well received."

Conference Call
For further explanation on this matter Fresenius Medical Care will hold a Conference Call to discuss this matter on October 28, 2004, at 3:00 pm CET / 9:00 am EST. The dial in number is +1-706-645-9185 (International and North American Caller). A replay of the conference call will be available shortly after the event on Fresenius Medical Care's web page www.fmc-ag.com.

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 1,590 dialysis clinics in North America, Europe, Latin America and Asia-Pacific, Fresenius Medical Care provides Dialysis Treatment to approximately 122,700 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 www.fmc-ag.com.

Summary Third Quarter 2004:
The Company upgrades net income guidance for 2004.

  • Net Revenue: $ 1,577 million, + 12%
  • Operating Income (EBIT): $ 214 million, + 9%
  • Net Income: $ 102 million, + 17%
  • Operating Cash Flow: $ 209 million, + 3%
  • Free Cash Flow: $ 161 million, + 6%

Bad Homburg, Germany – August 04, 2004 -- 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 results for the third quarter and the first nine months of 2004.


Third Quarter 2004

Revenue

Total revenue for the third quarter 2004 increased 12% (10% at constant currency) to $ 1,577 million. The consolidation of the Cardio Vascular Resources business and certain dialysis clinics in accordance with a new accounting regulation (FIN 46R) contributed approx. 2% to the growth rate. Dialysis Care revenue grew by 13% to $ 1,149 million (12% at constant currency) in the third quarter of 2004. Organic revenue growth worldwide was 7%. Dialysis Product revenue (including internal sales) increased 9% to $ 555 million (4% at constant currency) in the same period. The internal sales increased to $ 128 million after $ 119 million in the third quarter of 2003.

North America revenue increased 10% to $ 1,078 million, compared to $ 978 million in the same period last year. Dialysis Care revenue increased by 11% to $ 971 million. The average revenue per treatment increased to $ 291 in the third quarter 2004 (Q3 2003: $ 279). Dialysis Product revenue, including sales to company-owned clinics, was up 3% at $ 199 million. Product sales to the available external market was flat.

International revenue was $ 499 million, up 15% from the third quarter of 2003, an increase of 8% adjusted for currency. Dialysis Care revenue reached $ 177 million, an increase of 22% (14% at constant currency). Dialysis Products revenue, including sales to company-owned dialysis clinics, increased 13% to $ 357 million (5% at constant currency).

Earnings

Operating income (EBIT) increased 9% to $ 214 million resulting in an operating margin of 13.6% (Q3 2003: 14.0%). The decrease of 40 basis points was mainly due to price pressure in Japan as a result of bi-annual reimbursement rate reductions partially offset by operating improvements in Latin America. Compared to the third quarter 2003 the margin in North America remained stable at 14.0%. On a comparable basis excluding the new accounting regulation FIN 46R, the margin in North America would have been 14.2% which represents an increase of 20 basis points compared to the third quarter 2003. In our International segment the operating margin decreased by 120 basis points to 14.3% compared to the third quarter in the previous year. In the International segment the comparable margin would have been 14.5% in the third quarter of 2004.

Group net interest expenses decreased by 14% to $ 45 million, compared to $ 53 million last year. This positive development was mainly attributable to a lower debt level and the conversion of a portion of debt from fixed into variable interest rates.

Income tax expense was $ 67 million versus $ 56 million in the third quarter 2003, reflecting an effective tax rate of 39.8% compared to 39.1% in the third quarter of last year.

Net income in the third quarter 2004 was $ 102 million, an increase of 17%.

Earnings per share (EPS) in the third quarter 2004 rose 17% to $ 1.06 per ordinary share ($ 0.35 per ADS), compared to $ 0.90 ($ 0.30 per ADS) in the third quarter of 2003. The weighted average number of shares outstanding during the third quarter of 2004 was approximately 96.2 million.

Cash Flow

In the third quarter of 2004, the Company generated $ 209 million in net cash from operations. This performance was ahead of expectations and the net cash from operations represented about 13% of total revenue.

A total of $ 48 million (net of disposals) was spent for capital expenditures. This resulted in a Free Cash Flow before acquisitions of $ 161 million compared to the third quarter of 2003 with $ 152 million. This was another quarterly record for Free Cash Flow. The high level of Free Cash Flow was primarily supported by the increase in net income. In addition, the days sales outstanding (DSO) were reduced by one day to 85 days in the third quarter compared to the second quarter 2004. Compared with the third quarter of the previous year DSO are reduced by 7 days.

A total of $ 22 million in cash was spent for acquisitions. The Free Cash Flow after acquisitions increased therefore by 7% to $ 139 million compared to $ 130 million last year.


First Nine Months 2004:

Earnings and Revenue

In the first nine months of 2004, net income was $ 294 million, up 24% from the first nine months of 2003. Net revenue was $ 4,588 million, up 13% from the first nine months of 2003. Currency adjusted, net revenue rose 10% in the same period. Operating income (EBIT) increased 14% to $ 625 million resulting in an operating margin of 13.6%. On a comparable basis (excl. the new accounting regulation FIN 46R) the operating margin would have been 13.8% vs. 13.5% for the first nine months 2003.

Group net interest expenses for the first nine months 2004 decreased by 14% to $ 137 million, compared to $ 159 million last year. Income tax expense was $ 193 million in the first nine months of 2004 versus $ 152 million in the same period in 2003. This reflects an effective tax rate of 39.7% compared to 39.0% in the first nine months of last year.

In the first nine months of 2004, earnings per ordinary share rose 24% to $ 3.04. Earnings per ordinary ADS for the same period were $ 1.01.

Cash Flow

Cash from operations during the first nine months of 2004 was up 11% to $ 560 million compared to $ 503 million in the first nine months of 2003. A total of $ 143 million was spent for capital expenditures (net of disposals). This resulted in a record Free Cash Flow before acquisitions for the first nine months of 2004 of $ 417 million compared to $ 374 million for the same period in 2003. Net cash used for acquisitions was $ 74 million. The Free Cash Flow after acquisitions increased by 16% to $ 343 million compared to $ 295 million last year.

Patients - Clinics – Treatments

At the end of the third quarter 2004, Fresenius Medical Care served about 123,000 patients worldwide which represents an increase of 5%. North America provided dialysis treatments for ~84,600 patients (+4%) and the International segment for ~38,400 patients (+7%).

As of September 30, 2004, the Company operated a total of 1,595 clinics worldwide (1,125 clinics/+2% in North America and 470 clinics/+7% International).

Fresenius Medical Care AG performed approximately 14.0 million treatments in the first nine months of 2004, which represents an increase of 6% year over year. North America accounted for 9.6 million treatments (+5%) and the International segment for 4.4 million (+9%).


Outlook 2004

Based on the strong performance in the first nine months of 2004 the company lifts its net income guidance for the full year 2004. After expecting a net income growth for 2004 in the mid teens the Company now expects net income growth to be in the high teens. The top-line revenue growth at constant currencies should remain in the high single digit range.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "Our operating fundamentals and our financial focus continues to translate into strong top line revenue growth and bottom line net income growth. We are particularly pleased with the results of Europe, North America and Latin America. Due to this good performance we upgrade our net income guidance for the full year 2004. In addition, we saw continued good performance in Free Cash Flow for the first nine months 2004 reaching our desired leverage ratio of debt to EBITDA at least one year early. This accomplishment provides an opportunity for increased investments in our business going forward".

Statement of earnings: see pdf-file

Video Webcast
Fresenius Medical Care will hold an press conference at its headquarters in Bad Homburg, Germany, to discuss the results of the third quarter and first nine months of 2004 on November 02, 2004 at 10 a. m. The company invites you to listen to the live video webcast of the meeting at the Company's website www.fmc-ag.com. 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 1,595 dialysis clinics in North America, Europe, Latin America and Asia-Pacific, Fresenius Medical Care provides Dialysis Treatment to approximately 123,000 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.

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