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6-K

Fresenius Medical Care AG (FMS)

6-K 2024-11-05 For: 2024-11-05
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Added on April 08, 2026

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATEISSUER


Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of November 2024

Commission file number: 001-32749

FRESENIUS MEDICAL CAREAG

(Translation of registrant's name into English)

Else-Kröner Strasse 1

61346 Bad Homburg

Germany

(Addressof 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  ¨

On November 5, 2024, Fresenius Medical Care AG (the “Company”) issued a Press Release announcing its third quarter results for the period ending September 30, 2024. A copy of the Press Release is furnished as Exhibit 99.1 and the corresponding financial figures as Exhibit 99.2.

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 2024 consolidated financial results presented in accordance with International Financial Reporting Standards, or IFRS, we have used non-GAAP financial measures, including (a) EBITDA, or operating income excluding interest, taxes, depreciation and amortization, (b) free cash flow, (c) net leverage ratio (ratio of net debt to adjusted EBITDA) and (d) results presented in constant currency and as adjusted for special items identified in the Press Release and associated tables. 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-IFRS 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 IFRS financial measures are included in the attached Financial Statements. As the reconciliation of amounts stated in Constant Currency is inherent in the disclosure included in the Press Release, we believe that a separate reconciliation would not provide any additional benefit.

The Exhibits 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 they 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

The following exhibits are being furnished with this Report:

Exhibit 99.1 Press release issued on November 5, 2024.
Exhibit 99.2 Complete overview of the third quarter 2024 and first nine months 2024.

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 5, 2024

Fresenius Medical Care AG
By: /s/ Helen Giza
Name: Helen Giza
Title: Chief Executive Officer and Chair of the Management Board
By: /s/ Martin Fischer
--- ---
Name: Martin Fischer
Title: Chief Financial Officer and member of the Management Board

Exhibit 99.1

Press Release Media contact
Christine Peters
T +49 160 60 66 770
[email protected]
Contact for analysts and investors
Dr. Dominik Heger
T +49 6172 609-2601
[email protected]
www.freseniusmedicalcare.com

Fresenius Medical Care reports strong operating income margin growthin the third quarter of 2024

· Organic<br> revenue growth of +2% supported by Care Enablement and Care Delivery
· Underlying<br> U.S. dialysis treatment volume growth turns positive
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· Exceeding<br> full year FME25 savings target, with additional EUR 64 million contribution in Q3
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· Both<br> segments further increased operating income^1^<br> and operating income margin^1^
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· Net<br> financial leverage ratio further improved to 2.8x
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· FY<br> 2024 operating income^1^ growth outlook with 16-18% tightened toward the upper end<br> of the previous range
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Bad Homburg(November 5, 2024) – “In the third quarter, we continued the improvement of our financial performance, recording a meaningful progress in the operating income margin towards our 2025 margin targets. The Care Delivery margin extended well into the 2025 margin target band while Care Enablement maintained the significant margin progress realized in the first half year. Our clear focus on improving operational performance and continued momentum of FME25 savings realization supported our progress in the third quarter”, said Helen Giza, Chief Executive Officer of Fresenius Medical Care AG. “In Care Delivery, a very important and reassuring milestone was underlying U.S. same market treatment growth turning positive. Care Enablement recorded solid volume growth and continued positive pricing momentum outside China.” Giza added: “In light of the developments in the first nine months, we confirm our revenue growth outlook and tighten our operating income^1^ growth outlook with 16-18% toward the upper end of the previous range for the full year 2024.”

^1^  Revenue and operating income outlook, as referred to in the 2024 outlook, are both at constant currency, excluding special items as well as the business impact from closed divestitures in 2023 and the settlement agreement with the U.S. government (Tricare) in Q4 2023. For FY 2023 and 2024, special items include costs related to the FME25 program, the Humacyte remeasurements, the legal form conversion costs and effects from legacy portfolio optimization. For further details please see the reconciliation attached to the Press Release.

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Keyfigures (unaudited)

Q3 2023 Growth Growth 9M 2024 9M 2023 Growth Growth
m yoy yoy, cc m m yoy yoy, cc
Revenue -4 % -2 % -1 % -1 %
on outlook base1 -1 % +1 %
Operating income +43 % +43 % +20 % +21 %
on outlook base1 +10 % +13 %
Net<br> income2 +153 % +155 % +51 % +53 %
on outlook base1 +44 % +32 %
Basic EPS () +153 % +155 % +51 % +53 %
on outlook base1 +44 % +32 %

All values are in Euros.

yoy = year-on-year, cc = at constant currency, EPS = earnings pershare

Significant progress in the execution againstthe strategic plan

In the third quarter, the FME25 transformation program accelerated its momentum, delivering EUR 64 million additional sustainable savings while related one-time costs amounted to EUR 39 million. With continued momentum in the third quarter, Fresenius Medical Care delivered EUR 173 million additional sustainable savings year-to-date, well ahead of the targeted EUR 100 to 150 million by year end 2024. The company confirms its target of EUR 650 million sustainable savings by 2025.

Fresenius Medical Care continues the execution of its portfolio optimization plan to exit non-core and dilutive assets. During the third quarter, closed divestments included clinic operations in Curacao, Guatemala and Peru.

All transactions that are currently signed as part of Fresenius Medical Care’s portfolio optimization plan are estimated to negatively impact operating income by around EUR 250 million in the full year 2024 and will be treated as special items. These transactions are expected to generate cash proceeds of around EUR 650 million upon closing, thereof around EUR 500 million have been received by the end of the third quarter.

^2^  Net income attributable to shareholders of Fresenius Medical Care AG

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Revenue development affected by divestmentsresulting from execution of the portfolio optimization

Revenue decreased by 4% to EUR 4,760 million in the third quarter (-2% at constant currency, +2% organic). Revenue on outlook base^1^ decreased by 1% compared to prior year due to divestitures realized as part of the portfolio optimization plan, negatively affecting the revenue development.

Care Deliveryrevenue decreased by 5% to EUR 3,770 million (-4% at constant currency, +1% organic) and by 2% on outlook base^1^.

In Care Delivery U.S., revenue decreased by 1% (0% at constant currency, 0% organic) and increased by 1% on outlook base^1^. Growth in the U.S. was supported by the value-based care business and an overall increase in treatment volumes, higher reimbursement rates and a favorable payor mix shift, partially offset by increased implicit price concessions. While U.S. same market treatment growth further improved sequentially, effects from elevated mortality continued to weigh on the development. Adjusted for the exit from less profitable acute care contracts (-0.2%), underlying U.S. same market treatment growth returned to positive growth (+0.2%).

In Care Delivery International, revenue decreased by 22% (-21% at constant currency, +4% organic) and by 16% on outlook base^1^. This negative development was driven by divestments realized as part of the portfolio optimization plan and was partially offset by organic growth. International same market treatment growth was positive at 2.9%.

Care Enablementrevenue grew by 2% to EUR 1,359 million (+4% at constant currency, +4% organic) and by 4% on outlook base^1^, driven by volume growth in all geographical regions. Pricing momentum outside of China remained positive. In China, pricing was negatively impacted by the rollout of volume-based procurement, in line with expectations.

Within Inter-segment eliminations, revenue for products transferred between the operating segments at fair market value remained unchanged with a deduction of EUR 369 million (+1% at constant currency).^3^

In the first nine months, revenue decreased by 1% to EUR 14,251 million (-1% at constant currency, +3% organic) and increased by 1% on outlook base^1^. Care Delivery revenue decreased by 2% to EUR 11,330 million (-2% at constant currency, +3% organic), with Care Delivery U.S. growing by 1% (+1% at constant currency, +3% organic) and Care Delivery International decreasing by 16% (-14% at constant currency, +3% organic). Care Enablement revenue increased by 1% to EUR 4,020 million (+3% at constant currency, +3% organic). Inter-segment eliminations remained unchanged at a deduction of EUR 1,099 million (0% at constant currency).

^3^  The company transfers products between segments at fair market value. The associated internal revenues and expenses and all other consolidation of transactions are included within “Inter-segment eliminations”.

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Strong operating income growth supported byboth segments

Operating incomeincreased by 43% to EUR 463 million in the third quarter (+43% at constant currency), resulting in a margin of 9.7% (Q3 2023: 6.6%). Operating income on outlook base^1^ increased by 10% to EUR 474 million, resulting in a margin of 9.8% (Q3 2023: 8.9%). Divestitures realized as part of the portfolio optimization plan had a neutral effect on operating income margin in the third quarter.

Operating income in Care Delivery increased by 26% to EUR 419 million (+27% at constant currency), resulting in a margin of 11.1% (Q3 2023: 8.4%). Operating income on outlook base^1^increased by 5%, resulting in a margin^1^ of 11.2% (Q3 2023: 10.5%). The growth was mainly driven by positive price and volume effects as well as the phasing of a consent agreement on certain pharmaceuticals. The positive development was partly offset by higher personnel expenses as anticipated, and negative contributions from the value-based care business.

Operating income in Care Enablement significantly increased to EUR 61 million (Q3 2023: EUR -1 million), resulting in a margin of 4.5% (Q3 2023: -0.1%). Operating income on outlook base^1^ almost quadrupled compared to prior year, resulting in a margin^1^ of 5.6% (Q3 2023: 1.5%). The strong increase was driven by savings from the FME25 program as well as positive volume and price effects, compensating inflationary cost increases, negative impacts from the rollout of volume-based procurement in China, as well as a negative impact from foreign currency transaction.

Operating income for Corporate amounted to EUR -13 million (Q3 2023: EUR -8 million). The decline was mainly driven by negative valuation effects of virtual power purchase agreements (EUR -24 million). Operating income on outlook base^1^ amounted to EUR -26 million (Q3 2023: EUR 1 million).

In the first nine months, operating income increased by 20% up to EUR 1,133 million (+21% at constant currency), resulting in a margin of 8.0% (9M 2023: 6.5%). Divestitures realized during the first nine months had a slightly positive impact on operating income margin. Operating income on outlook base^1^ increased by 13% to EUR 1,323 million, resulting in a margin of 9.2% (9M 2023: 8.2%). In Care Delivery, operating income declined by 6% to EUR 937 million (-6% at constant currency), resulting in a margin of 8.3% (9M 2023: 8.6%). Operating income margin on outlook base^1^improved to 10.1% (9M 2023: 9.7%). In Care Enablement, operating income significantly increased to EUR 196 million (9M 2023: EUR -24 million), resulting in a margin of 4.9% (9M 2023: -0.6%). Operating income margin on outlook base^1^ improved to 5.5% (9M 2023: 2.6%). Operating income for Corporate amounted to EUR 9 million (9M 2023: -23 million).

**Net income^2^**strongly increased by 153% to EUR 213 million in the third quarter (+155% at constant currency). Net income on outlook base^1^ increased by 44%.

In the first nine months, net income^2^increased by 51% to EUR 471 million (+53% at constant currency). Net income on outlook base^1^ increased by 32%.

Basic earningsper share (EPS) increased by 153% to EUR 0.73 (+155% at constant currency). EPS on outlook base^1^ increased by 44% to EUR 0.82.

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In the first nine months, EPS increased by 51% to EUR 1.61 (+53% at constant currency). EPS on outlook base^1^ increased by 32% to EUR 2.20.

Lower net financial debt and further improved net leverage ratio

In the third quarter, Fresenius Medical Care improved operating cash flow by 30% to EUR 985 million (Q3 2023: EUR 760 million), resulting in a margin of 20.7% (Q3 2023: 15.4%). Operating cash flow increased mainly due to the recovery of the cash impact following the cyber incident at Change Healthcare.

In the first nine months, operating cashflow amounted to EUR 1,554 million (9M 2023: EUR 1,910 million), resulting in a margin of 10.9% (9M 2023: 13.2%). The decline was driven by a negative impact from the phasing of dividend payments received from equity method investments and of income tax payments for current and prior year periods.

**Free cashflow^4^**increased by 30% to EUR 815 million in the third quarter (Q3 2023: EUR 626 million), resulting in a margin of 17.1% (Q3 2023: 12.7%). In the first nine months, Fresenius Medical Care generated free cash flow of EUR 1,102 million (9M 2023: EUR 1,480 million), resulting in a margin of 7.7% (9M 2023: 10.2%).

Total net debtand lease liabilities were further reduced to EUR 9,831 million (Q3 2023: EUR 11,432 million). At 2.8x, the corresponding net leverage ratio (net debt/EBITDA) decreased below the lower end of our self-imposed target corridor.

Outlook

Fresenius Medical Care confirms its outlook for fiscal 2024 and expects revenue to grow by a low- to mid-single digit percent rate compared to prior year. Due to the developments in the first nine months, the company now expects operating income to grow by 16 to 18 percent compared to prior year. Before, the company expected operating income to grow by a mid- to high-teens percent rate compared to prior year.

The expected growth rates for 2024 are at constant currency, excluding special items as well as the business impacts from closed divestitures in 2023 and the settlement agreement with the U.S. government (Tricare) in Q4 2023. The 2023 basis for the revenue outlook is EUR 19,049 million and for the operating income outlook is EUR 1,540 million.

The company also reconfirms its targets to achieve an operating income margin of 10% to 14% by 2025. This excludes impacts from portfolio changes.

^4^  Net cash provided by / used in operating activities, after capital expenditures, before acquisitions/divestitures, investments, and dividends

Page 5/9

Patients, clinics and employees

As of September 30, 2024, Fresenius Medical Care treated 308,216 patients in 3,732 dialysis clinics worldwide and had 113,079 employees(headcount) globally, compared to 113,639 employees as of June 30, 2024.

Investor conference call

Fresenius Medical Care will host a conference call to discuss the results of the third quarter today, November 5, 2024, at 2:00 p.m. CET / 8:00 a.m. ET. Details are available on the Fresenius Medical Care website in the “Investors” section. A replay will be available shortly after the call.

Please refer to our statement of earnings included at the end of this news and to the attachments as separate PDF files for a complete overview of the results of the third quarter and first nine months of 2024. Our 6-K disclosure provides more details.

About Fresenius Medical Care:

Fresenius Medical Care is the world's leading provider of products and services for individuals with renal diseases of which around 4.1 million patients worldwide regularly undergo dialysis treatment. Through its network of 3,732 dialysis clinics, Fresenius Medical Care provides dialysis treatments for approx. 308,000 patients around the globe. Fresenius Medical Care is also the leading provider of dialysis products such as dialysis machines or dialyzers. Fresenius Medical Care is listed on the Frankfurt Stock Exchange (FME) and on the New York Stock Exchange (FMS).

For more information visit the company’s website at www.freseniusmedicalcare.com.

Disclaimer:

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 various factors, including, but not limited to, changes in business, economic and competitive conditions, legal changes, regulatory approvals, impacts related to the COVID-19 pandemic results of clinical studies, 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’s reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care does not undertake any responsibility to update the forward-looking statements in this release.

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Exhibit 99.2

Fresenius Medical Care AG

COMPLETE OVERVIEW OF THE THIRD QUARTERAND FIRST NINE MONTHS 2024

November 5, 2024

Investor Relations

phone: +49 6172 609 2525

email: [email protected]

Content:

Statement of earnings page 2
Segment information page 3
Balance sheet page 4
Cash flow page 5
Revenue development by segment page 6
Key metrics page 7
Reconciliation results (outlook base) page 8
Outlook 2024 page 9

Disclaimer

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 various factors, including, but not limited to, changes in business, economic and competitive conditions, legal changes, regulatory approvals, impacts related to COVID-19, results of clinical studies, 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.

Rounding adjustments applied to individual numbers and percentages may result in these figures differing immaterially from their absolute values. Furthermore, totals and subtotals in tables may differ slightly from unrounded figures due to rounding in accordance with commercial rounding conventions.

Copyright by Fresenius Medical Care AG

Statement of earnings

Three months ended September 30, Nine months ended September 30,
in € million, except share data, unaudited 2024 2023 Change Change at <br><br>cc 2024 2023 Change Change at<br><br> cc
Total revenue 4,760 4,936 -3.6 % -2.4 % 14,251 14,466 -1.5 % -0.6 %
Total revenue (outlook base) ^1^ 4,820 4,855 -0.7 % 14,385 14,215 1.2 %
Costs of revenue 3,614 3,707 -2.5 % -1.3 % 10,765 10,890 -1.2 % -0.2 %
Selling, general and administrative expense 756 794 -4.7 % -3.7 % 2,303 2,351 -2.0 % -1.4 %
Research and development expense 40 53 -24.5 % -24.2 % 133 166 -19.6 % -19.5 %
Income from equity method investees (41 ) (23 ) 82.2 % 82.2 % (103 ) (98 ) 4.4 % 4.4 %
Other operating income (191 ) (65 ) 195.7 % 197.5 % (532 ) (258 ) 106.5 % 106.8 %
Other operating expense 119 146 -17.7 % -13.2 % 552 473 16.6 % 18.4 %
Operating income 463 324 42.7 % 42.8 % 1,133 942 20.4 % 21.3 %
Operating income (outlook base) ^1^ 474 430 10.3 % 1,323 1,167 13.3 %
Interest income (17 ) (25 ) -32.6 % -29.2 % (50 ) (61 ) -17.9 % -14.9 %
Interest expense 99 114 -13.0 % -12.1 % 306 313 -2.3 % -1.4 %
Interest expense, net 82 89 -7.4 % -7.2 % 256 252 1.5 % 1.9 %
Income before income taxes 381 235 61.6 % 61.7 % 877 690 27.2 % 28.4 %
Income tax expense 117 88 31.8 % 29.0 % 255 214 19.1 % 20.4 %
Net income 264 147 79.5 % 81.3 % 622 476 30.9 % 32.0 %
Net income attributable to noncontrolling interests 51 63 -18.7 % -17.6 % 151 165 -7.9 % -7.4 %
Net income attributable to shareholders of FME AG 213 84 152.5 % 154.9 % 471 311 51.4 % 52.8 %
Net income attributable to shareholders of FME AG (outlook base) ^1^ 242 168 43.8 % 646 490 31.8 %
Weighted average number of shares 293,413,449 293,413,449 293,413,449 293,413,449
Basic earnings per share 0.73 0.29 152.5 % 154.9 % 1.61 1.06 51.4 % 52.8 %
Basic earnings per ADS 0.36 0.14 152.5 % 154.9 % 0.80 0.53 51.4 % 52.8 %
Operating income 463 324 42.7 % 42.8 % 1,133 942 20.4 % 21.3 %
Depreciation, amortization and impairment loss 365 454 -19.4 % -18.0 % 1,266 1,326 -4.6 % -3.6 %
EBITDA 828 778 6.5 % 7.3 % 2,399 2,268 5.8 % 6.8 %
In percent of revenue
Operating income margin 9.7 % 6.6 % 8.0 % 6.5 %
Operating income margin (outlook base) ^1^ 9.8 % 8.9 % 9.2 % 8.2 %
EBITDA margin 17.4 % 15.8 % 16.8 % 15.7 %

^1^ Outlook base as referred to the 2024 outlook, presented at constant currency, excluding special items, business impacts from closed divestitures in 2023 and the Tricare settlement in Q4 2023. For a reconciliation, please refer to the table on page 8.

Statement of earnings page 2 of 9 November 5, 2024

Segment information

Nine months ended September 30,
unaudited 2023 Change Change at<br><br> cc 2024 2023 Change Change at<br><br> cc
Total
Revenue in million 4,760 4,936 -3.6 % -2.4 % 14,251 14,466 -1.5 % -0.6 %
Revenue in million (outlook base) 1 4,820 4,855 -0.7 % 14,385 14,215 1.2 %
Operating income in million 463 324 42.7 % 42.8 % 1,133 942 20.4 % 21.3 %
Operating income in million (outlook base) 1 474 430 10.3 % 1,323 1,167 13.3 %
Operating income margin 9.7 % 6.6 % 8.0 % 6.5 %
Operating income margin (outlook base) 1 9.8 % 8.9 % 9.2 % 8.2 %
Days sales outstanding (DSO) 2 65 69
Employees (headcount) 113,079 123,106
Care Delivery segment
Revenue in million 3,770 3,974 -5.1 % -4.2 % 11,330 11,602 -2.3 % -1.7 %
Revenue in million (outlook base) 1 3,806 3,892 -2.2 % 11,408 11,347 0.5 %
Operating income in million 419 332 26.3 % 26.6 % 937 1,001 -6.4 % -5.9 %
Operating income in million (outlook base) 1 427 408 4.6 % 1,153 1,095 5.3 %
Operating income margin 11.1 % 8.4 % 8.3 % 8.6 %
Operating income margin (outlook base) 1 11.2 % 10.5 % 10.1 % 9.7 %
Days sales outstanding (DSO) 2 57 60
Care Enablement segment
Revenue in million 1,359 1,330 2.2 % 4.2 % 4,020 3,965 1.4 % 2.9 %
Revenue in million (outlook base) 1 1,386 1,330 4.2 % 4,081 3,954 3.2 %
Operating income in million 61 (1 ) n.a. n.a. 196 (24 ) n.a. n.a.
Operating income in million (outlook base) 1 78 20 284.2 % 224 103 118.9 %
Operating income margin 4.5 % -0.1 % 4.9 % -0.6 %
Operating income margin (outlook base) 1 5.6 % 1.5 % 5.5 % 2.6 %
Days sales outstanding (DSO) 2 94 99
Inter-segment eliminations 3
Revenue in million (369 ) (368 ) 0.4 % 1.3 % (1,099 ) (1,101 ) -0.3 % 0.2 %
Revenue in million (outlook base) 1 (372 ) (367 ) 1.8 % (1,104 ) (1,086 ) 1.7 %
Operating income in million (4 ) 1 n.a. n.a. (9 ) (12 ) -26.3 % -36.5 %
Operating income in million (outlook base) 1 (5 ) 1 n.a. (16 ) (12 ) 32.9 %
Corporate
Operating income in million (13 ) (8 ) 66.6 % 84.4 % 9 (23 ) n.a. n.a.
Operating income in million (outlook base) 1 (26 ) 1 n.a. (38 ) (19 ) 108.6 %

All values are in Euros.

^1^ Outlook base as referred to the 2024 outlook, presented at constant currency, excluding special items,<br>business impacts from closed divestitures in 2023 and the Tricare settlement in Q4 2023. For a reconciliation, please refer to the table<br>on page 8.
^2^ Includes receivables related to assets held for sale.
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^3^ The Company transfers products between segments at fair market value. The associated internal revenues<br>and expenses and all other consolidation of transactions are included within “Inter-segment eliminations”.
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cc = constant currency. Changes in revenue, operating income and net income attributable to shareholders of FME AG include the impact of changes in foreign currency exchange rates. We calculate and present these financial measures using both IFRS Accounting Standards and at constant exchange rates to show changes in these metrics and other items without giving effect to period-to-period currency fluctuations. Under IFRS Accounting Standards, amounts received in local (non-euro) currency are translated into euro at the average exchange rate for the period presented. Once we translate the local currency for the constant currency, we then calculate the change, as a percentage, of the current period using the prior period exchange rates versus the prior period. The single quarter results are calculated as the variance between the current year-to-date results less the preceding quarter’s year-to-date which makes the single quarter subject to further foreign exchange fluctuation. This resulting percentage is a non-IFRS measure referring to a change as a percentage at constant currency. These currency-adjusted financial measures are identifiable by the designated term "Constant Currency".

Segment information page 3 of 9 November 5, 2024

Balance sheet

September 30, December 31,
in € million, except for net leverage ratio,<br> unaudited 2024 2023
Assets
Cash and cash equivalents 1,371 1,403
Trade accounts and other receivables from unrelated parties 3,244 3,471
Inventories 2,100 2,179
Other current assets 1,376 1,648
Goodwill and intangible assets 15,535 16,012
Right-of-use assets 3,462 3,671
Other non-current assets 5,423 5,546
Total assets 32,511 33,930
Liabilities and equity
Accounts payable to unrelated parties 772 762
Other current liabilities 5,117 5,350
Non-current liabilities 11,831 12,991
Total equity 14,791 14,827
Total liabilities and equity 32,511 33,930
Equity/assets ratio 45 % 44 %
Debt and lease liabilities
Short-term debt from unrelated parties 104 457
Current portion of long-term debt 943 487
Current portion of lease liabilities from unrelated parties 574 593
Current portion of lease liabilities from related parties 25 24
Long-term debt, less current portion 6,234 6,960
Lease liabilities from unrelated parties, less current portion 3,230 3,419
Lease liabilities from related parties, less current portion 94 110
Debt and lease liabilities included within liabilities directly<br> associated with assets held for sale 14 137
Total debt and lease liabilities 11,218 12,187
Minus:<br> Cash and cash equivalents^1^ (1,387 ) (1,427 )
Total net debt and lease liabilities 9,831 10,760
Reconciliation of annualized adjusted EBITDA and net<br> leverage ratio to the most directly comparable IFRS Accounting Standards financial measure
Net income 879 732
Income tax expense 342 301
Interest income (77 ) (88 )
Interest expense 417 424
Depreciation and amortization 1,546 1,613
Adjustments^2^ 344 409
Annualized adjusted EBITDA 3,451 3,391
Net leverage ratio 2.8 3.2
^1^ Includes cash and cash equivalents<br> included within assets held for sale.
--- ---
^2^ Acquisitions and divestitures made for the last twelve months<br> with a purchase price above a €50 M threshold as defined in the Syndicated Credit Facility<br> (2024: -€32 M; 2023: -€35 M), non-cash charges, primarily related to pension expense<br> (2024: €58 M; 2023: €56 M), impairment loss (2024: €145 M; 2023: €139<br> M) and special items, including costs related to the FME25 Program (2024: €127 M; 2023:<br> €106 M), Legal Form Conversion Costs (2024: €22 M; 2023: €30 M), Legacy<br> Portfolio Optimization (2024: €101 M; 2023: €128 M) and Humacyte Remeasurements<br> (2024: -€77 M; 2023: -€15 M).
--- ---
Balance<br> sheet page 4<br> of 9 November 5,<br> 2024
--- --- ---

Cash flow statement

Three months<br> ended September 30, Nine months<br> ended September 30,
in € million, unaudited 2024 2023 2024 2023
Operating activities
Net income 264 147 622 476
Depreciation, amortization and impairment loss 365 454 1,266 1,326
Change in trade accounts and other receivables from unrelated<br> parties 464 (85 ) (229 ) (165 )
Change in inventories 68 55 12 (56 )
Change in other working capital and non-cash items (176 ) 189 (117 ) 329
Net cash provided by (used in) operating activities 985 760 1,554 1,910
In percent of revenue 20.7 % 15.4 % 10.9 % 13.2 %
Investing activities
Purchases of property, plant and equipment and capitalized<br> development costs (165 ) (137 ) (459 ) (434 )
Proceeds from sale of property, plant and equipment (5 ) 3 7 4
Capital expenditures, net (170 ) (134 ) (452 ) (430 )
Free cash flow 815 626 1,102 1,480
In percent of revenue 17.1 % 12.7 % 7.7 % 10.2 %
Acquisitions and investments, net of cash acquired, and purchases<br> of intangible assets (12 ) (6 ) (18 ) (21 )
Investments in debt securities (64 ) (36 ) (65 ) (98 )
Proceeds from divestitures, net of cash disposed 1 0 502 25
Proceeds from sale of debt securities 25 25 67 76
Free cash flow after investing activities 765 609 1,588 1,462
Cash<br> flow page 5<br> of 9 November 5,<br> 2024
--- --- ---

Revenue development by segment

Same<br> market
Change Organic treatment
in<br> € million, unaudited 2024 2023 Change at<br> cc growth growth<br> ^1^
Three months ended September 30,
Total<br> revenue 4,760 4,936 -3.6 % -2.4 % 1.9 %
Care<br> Delivery segment 3,770 3,974 -5.1 % -4.2 % 1.0 % 1.0 %
Thereof: U.S. 3,180 3,221 -1.3 % -0.3 % 0.4 % 0.0 %
Thereof: International 590 753 -21.6 % -20.9 % 4.4 % 2.9 %
Care<br> Enablement segment 1,359 1,330 2.2 % 4.2 % 4.2 %
Inter-segment<br> eliminations (369 ) (368 ) 0.4 % 1.3 %
Nine months ended September 30,
Total<br> revenue 14,251 14,466 -1.5 % -0.6 % 2.9 %
Care<br> Delivery segment 11,330 11,602 -2.3 % -1.7 % 2.7 % 0.4 %
Thereof: U.S. 9,439 9,344 1.0 % 1.4 % 2.6 % -0.3 %
Thereof: International 1,891 2,258 -16.3 % -14.3 % 3.4 % 2.0 %
Care<br> Enablement segment 4,020 3,965 1.4 % 2.9 % 3.0 %
Inter-segment<br> eliminations (1,099 ) (1,101 ) -0.3 % 0.2 %

^1^Same market treatment growth = organic growth less price effects

Health care services and health care products revenue by segment

2024 2023
Care Inter- Care Inter-
Care Delivery Enablement segment Care Delivery Enablement segment
in €<br> million, unaudited segment segment eliminations Total segment segment eliminations Total
Three months ended September 30,
Health care services revenue 3,723 3,723 3,927 3,927
Health care products revenue 47 990 1,037 47 962 1,009
Inter-segment revenue 369 (369 ) 368 (368 )
Revenue 3,770 1,359 (369 ) 4,760 3,974 1,330 (368 ) 4,936
Nine months ended September 30,
Health care services revenue 11,193 11,193 11,469 11,469
Health care products revenue 137 2,921 3,058 133 2,864 2,997
Inter-segment revenue 1,099 (1,099 ) 1,101 (1,101 )
Revenue 11,330 4,020 (1,099 ) 14,251 11,602 3,965 (1,101 ) 14,466
Revenue<br> development by segment page 6<br> of 9 November 5,<br> 2024
--- --- ---

Key metrics Care Delivery segment

Nine months<br> ended September 30, 2024
Growth Growth Growth
in % Net change in % in %
unaudited Clinics yoy in clinics ^1^ Patients yoy Treatments yoy
Total 3,732 -7 % (193 ) 308,216 -10 % 35,950,704 -7 %
Thereof:<br> U.S. 2,629 0 % 14 205,942 0 % 23,299,461 0 %
Thereof:<br> International 1,103 -21 % (207 ) 102,274 -25 % 12,651,243 -18 %

^1^ Net change in clinics (acquired, de novo, combined, closed and sold) in comparison to December 31, 2023.

yoy = year-on-year

Key<br> metrics page 7<br> of 9 November 5,<br> 2024

Reconciliationof non-IFRS financial measures to the most directly comparable IFRS Accounting Standards financial measures for comparability with theCompany´s outlook (outlook base)

Special items Results Special items Sum of Results
Legal Form Legacy Results 2024 Currency 2024 Legal Form Legacy special items 2023 Change
Results FME25 Conversion Portfolio Humacyte Sum of excl. special translation (outlook Results FME25 Conversion Portfolio Humacyte and (outlook at cc (outlook
in € million, except share data, unaudited 2024 Program Costs Optimization^1^ Remeasurements special items items effects base) 2023 Program Costs Optimization^1^ Remeasurements Divestitures^2^ divestitures base) base)
Three months ended September 30,
Total revenue 4,760 4,760 60 4,820 4,936 (81 ) (81 ) 4,855 -0.7 %
Care Delivery segment 3,770 3,770 36 3,806 3,974 (82 ) (82 ) 3,892 -2.2 %
Thereof: U.S. 3,180 3,180 31 3,211 3,221 (35 ) (35 ) 3,186 0.8 %
Thereof: International 590 590 5 595 753 (47 ) (47 ) 706 -15.6 %
Care Enablement segment 1,359 1,359 27 1,386 1,330 0 0 1,330 4.2 %
Inter-segment eliminations (369 ) (369 ) (3 ) (372 ) (368 ) 1 1 (367 ) 1.8 %
EBITDA 828 37 2 (6 ) (18 ) 15 843 9 852 778 38 6 0 (1 ) (1 ) 42 820 3.8 %
Total operating income 463 39 2 (17 ) (18 ) 6 469 5 474 324 49 6 53 (1 ) (1 ) 106 430 10.3 %
Care Delivery segment 419 18 (15 ) 3 422 5 427 332 25 53 (2 ) 76 408 4.6 %
Care Enablement segment 61 21 0 (1 ) (6 ) 14 75 3 78 (1 ) 23 0 (2 ) 21 20 284.2 %
Inter-segment eliminations (4 ) (1 ) (1 ) (5 ) 0 (5 ) 1 1 n.a.
Corporate (13 ) 0 2 (12 ) (10 ) (23 ) (3 ) (26 ) (8 ) 1 6 (1 ) 3 9 1 n.a.
Interest expense, net 82 82 0 82 89 2 2 91 -9.5 %
Income tax expense 117 11 1 (25 ) (5 ) (18 ) 99 0 99 88 18 2 4 0 (1 ) 23 111 -11.1 %
Net income attributable to noncontrolling interests 51 51 0 51 63 (1 ) (2 ) (3 ) 60 -13.8 %
Net income^3^ 213 28 1 8 (13 ) 24 237 5 242 84 31 4 50 (1 ) 0 84 168 43.8 %
Basic earnings per share 0.73 0.10 0.00 0.03 (0.05 ) 0.08 0.81 0.01 0.82 0.29 0.10 0.01 0.17 0.00 0.00 0.28 0.57 43.8 %
Nine months ended September 30,
Total revenue 14,251 14,251 134 14,385 14,466 (251 ) (251 ) 14,215 1.2 %
Care Delivery segment 11,330 11,330 78 11,408 11,602 (255 ) (255 ) 11,347 0.5 %
Thereof: U.S. 9,439 9,439 35 9,474 9,344 (115 ) (115 ) 9,229 2.6 %
Thereof: International 1,891 1,891 43 1,934 2,258 (140 ) (140 ) 2,118 -8.7 %
Care Enablement segment 4,020 4,020 61 4,081 3,965 (11 ) (11 ) 3,954 3.2 %
Inter-segment eliminations (1,099 ) (1,099 ) (5 ) (1,104 ) (1,101 ) 15 15 (1,086 ) 1.7 %
EBITDA 2,399 96 5 44 (79 ) 66 2,465 24 2,489 2,268 74 13 71 (16 ) (19 ) 123 2,391 4.1 %
Total operating income 1,133 107 5 141 (79 ) 174 1,307 16 1,323 942 100 13 147 (16 ) (19 ) 225 1,167 13.3 %
Care Delivery segment 937 45 160 205 1,142 11 1,153 1,001 50 64 (20 ) 94 1,095 5.3 %
Care Enablement segment 196 62 0 (12 ) (28 ) 22 218 6 224 (24 ) 51 83 (7 ) 127 103 118.9 %
Inter-segment eliminations (9 ) (7 ) (7 ) (16 ) 0 (16 ) (12 ) (12 ) 32.9 %
Corporate 9 0 5 0 (51 ) (46 ) (37 ) (1 ) (38 ) (23 ) (1 ) 13 (16 ) 8 4 (19 ) 108.6 %
Interest expense, net 256 256 1 257 252 3 3 255 0.5 %
Income tax expense 255 30 1 (3 ) (20 ) 8 263 4 267 214 29 4 29 (4 ) (6 ) 52 266 0.6 %
Net income attributable to noncontrolling interests 151 151 2 153 165 0 (9 ) (9 ) 156 -2.2 %
Net income^3^ 471 77 4 144 (59 ) 166 637 9 646 311 71 9 118 (12 ) (7 ) 179 490 31.8 %
Basic earnings per share 1.61 0.26 0.01 0.49 (0.20 ) 0.56 2.17 0.03 2.20 1.06 0.24 0.03 0.40 (0.04 ) (0.02 ) 0.61 1.67 31.8 %

^1^ 2024: mainly comprise the impairment of goodwill and intangible assets and tangible assets resulting from the measurement of assets held for sale as well as gains and losses from divestitures; 2023: mainly comprise the derecognition of capitalized development costs and the impairment of intangible assets (licenses and distribution rights) as well as termination costs (including certain contractual obligation expenses) related to a dialysis cycler development program which was discontinued in the first quarter of 2023 and other impacts related to agreed-upon divestitures in 2023.

^2^ Business impacts from closed divestitures in 2023.

^3^ Attributable to shareholders of FME AG.

Reconciliation results (outlook base) page 8 of 9 November 5, 2024

Outlook 2024

Outlook 2024
Results 2023 (at Constant Currency)
Revenue^1^ €19,049 M Low to mid-single digit percentage rate growth
Operating income^1^ €1,540 M 16 - 18% growth
Before: Mid to high-teens percentage rate growth

^1^ Outlook 2024 is based on the assumptions outlined in the earnings release for the fourth quarter and full year of 2023 and excludes special items. Special items include the costs related to the FME25 Program, the Legal Form Conversion Costs, the impacts from Legacy Portfolio Optimization, the Humacyte Remeasurements and other effects that are unusual in nature and have not been foreseeable or not foreseeable in size or impact at the time of providing the outlook. The growth rates are based on the results 2023 excluding the costs related to the FME25 Program (€153 M for operating income), the Legal Form Conversion Costs (€30 M for operating income), the impacts from Legacy Portfolio Optimization (€204 M for operating income) and the Humacyte Remeasurements (-€15 M for operating income). Additionally, the results 2023 were adjusted for the Tricare settlement (-€191 M for revenue and -€181 M for operating income) and for the business impacts from closed divestitures in 2023 (-€214 M for revenue and -€20 M for operating income).

Outlook 2024 page 9 of 9 November 5, 2024