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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 2004
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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
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On November 2, 2004 Fresenius Medical Care AG (the "Company") issued a
press release announcing its third quarter and nine months 2004 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 third quarter and
nine months 2004 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, (b) free cash flow, and (c) dialysis
product sales to the available external market. 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.
EXHIBITS
Exhibit 99.1 Earning press release dated November 2, 2004
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 2, 2004
FRESENIUS MEDICAL CARE
AKTIENGESELLSCHAFT
By: /s/ DR. BEN LIPPS
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Name: Dr. Ben Lipps
Title: Chief Executive Officer and
Chairman of the Management Board
By: /s/ LAWRENCE ROSEN
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Name: Lawrence Rosen
Title: Chief Financial Officer