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 August 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 August 4, 2005 Fresenius Medical Care AG (the "Company") issued a
press release announcing its second quarter and six months earnings results. A
copy of the press release is furnished as Exhibit 99.1.
The attached press release contains non-GAAP financial measures. For
purposes of Regulation G, a non-GAAP financial measure is a numerical measure of
a company's performance, financial position, or cash flows that either excludes
or includes 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 second quarter and
six 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. Reconciliation of the non-GAAP financial
measures to the most comparable GAAP financial measures are included in the
attached press release.
The Exhibit 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.
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: August 4, 2005
FRESENIUS MEDICAL CARE
AKTIENGESELLSCHAFT
By: /s/ DR. 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