Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 31 2022 - 7:52AM
Edgar (US Regulatory)
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 October 2022
Commission file number: 001-32749
FRESENIUS MEDICAL
CARE AG & Co. KGaA
(Translation of registrant's name into English)
Else-Kröner 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): ¨
On October 30, 2022,
Fresenius Medical Care AG & Co. KGaA (the “Company”) issued an ad-hoc announcement according to article 17 (1) of
the European Market Abuse Regulation as well as a Press Release announcing its third quarter results for the period ending September 30,
2022. A copy of the ad-hoc notification is furnished as Exhibit 99.1, the Press Release is furnished as Exhibit 99.2 and the
corresponding financial figures as Exhibit 99.3.
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 2022 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. 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 EBITDA, Adjusted EBITDA, Net Leverage Ratio and Free Cash Flow 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:
The disclaimer included
in Exhibit 99.2 is an integral part of this report, including the exhibits furnished herewith.
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: October 30,
2022
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Fresenius Medical Care
AG & Co. KGaA, a
partnership limited by shares, represented by: |
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|
|
fresenius
medical care management ag, its General Partner |
|
|
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By:
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/s/
Helen Giza |
|
Name: |
Helen Giza |
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Title: |
Deputy Chief Executive Officer, Chief Financial Officer and member of the Management Board of the General
Partner |
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|
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By: |
/s/ Rice Powell |
|
Name: |
Rice Powell |
|
Title: |
Member of the Management Board of the General Partner |
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