SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of November 2005
FRESENIUS MEDICAL CARE CORPORATION
(Translation of registrant's name into English)
Else-Kroner Strasse 1
61346 Bad Homburg
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82
On November 3, 2005 Fresenius Medical Care AG (the "Company") issued an
Investor News announcing its third quarter and nine months earnings results for
2005. A copy of the Investor News is furnished as Exhibit 99.1.
The attached Investor News contains non-GAAP financial measures. For
purposes of Regulation G of the Securities and Exchange Commission, a non-GAAP
financial measure is a numerical measure of a company's historical or future
financial performance, financial position, or cash flows that either excludes or
includes amounts (or is subject to adjustments that have the effect of excluding
amounts) that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with generally
accepted accounting principles. To supplement our third quarter and nine months
2005 consolidated financial results presented in accordance with Generally
Accepted Accounting Principles in the United States, or GAAP, we have used
non-GAAP financial measure of (a) operating income excluding depreciation,
amortization, and minority interests, and (b) free cash flow. These non-GAAP
measures are provided to enhance the user's overall understanding of our current
financial performance and our prospects for the future. In addition, because we
have historically reported certain non-GAAP financial measures in our financial
results, we believe the inclusion of these non-GAAP financial measures provides
consistency and comparability in our financial reporting to prior periods for
which these non-GAAP financial measures were previously reported. These non-GAAP
financial measures should not be used as a substitute for or be considered
superior to GAAP financial measures. The presentation of non-GAAP financial
measures in the attached Investor New is accompanied by the most directly
comparable financial measures presented in accordance with GAAP, and a
reconciliation of the non-GAAP financial measures to the most comparable GAAP
financial measures is included in the attached press release.
The Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of
Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, regardless of any general incorporation language in such filing.
EXHIBITS
Exhibit 99.1 Investors News release issued November 03, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: November 3, 2005
FRESENIUS MEDICAL CARE
AKTIENGESELLSCHAFT
By: /s/ BEN LIPPS
-------------------------------------
Name: Dr. Ben Lipps
Title: Chief Executive Officer and
Chairman of the Management Board
By: /s/ LAWRENCE A. ROSEN
-------------------------------------
Name: Lawrence A. Rosen
Title: Chief Financial Officer
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