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Renal Care Group Announces Third Quarter Results

NASHVILLE, Tenn.--(BUSINESS WIRE)--Nov. 1, 2005--Renal Care Group, Inc. (NYSE: RCI) today announced results for the quarter and nine months ended September 30, 2005. The Company's GAAP diluted net income per share for the quarter was $0.50 and its non-GAAP diluted net income per share was $0.54. The non-GAAP results exclude the effect of costs incurred in the third quarter in connection with Fresenius Medical Care AG's pending acquisition of the Company.

Gary A. Brukardt, Renal Care Group's president and chief executive officer, commented, "We are pleased with this quarter's results, and I thank our associates for remaining focused on our business while the transaction with Fresenius Medical Care is pending. The transition and integration plans are going well. Our teams have been working diligently over the past few months to create a structure that will capture the strengths of both organizations. We have the unique opportunity to combine best demonstrated practices, operational leadership and compatible cultures to solidify the combined company's position as the premier renal therapy provider."

For the three months ended September 30, 2005, Renal Care Group's net revenue increased 13.0% to $402.2 million compared with net revenue of $356.1 million for the same period in 2004. GAAP net income for the third quarter of 2005 increased $4.8 million, or 15.6%, to $35.2 million compared with net income of $30.5 million in the third quarter of 2004. GAAP diluted net income per share for the third quarter of 2005 increased 13.6% to $0.50 compared with diluted net income per share of $0.44 in the same quarter of 2004. The Company recorded an after-tax charge of $2.9 million, or $0.04 per diluted share, representing transaction costs incurred by the Company in the third quarter in connection with Fresenius Medical Care AG's agreement to acquire the Company. Excluding the effect of the transaction-related costs, non-GAAP net income for the third quarter was $38.1 million, an increase of $7.7 million, or 25.1%.

For the nine months ended September 30, 2005, Renal Care Group's net revenue increased 19.0% to $1.2 billion compared with net revenue of $975.0 million for the same period in 2004. GAAP net income for the nine months ended September 30, 2005, rose 8.2% to $97.1 million compared with net income of $89.7 million in the same period of 2004. GAAP diluted net income per share for the nine months ended September 30, 2005, increased 7.0% to $1.37 compared with diluted net income per share of $1.28 in the same period of 2004.

GAAP results for the nine months ended September 30, 2005, give effect to an after-tax charge of $0.13 per diluted share related to transaction costs associated with Fresenius Medical Care AG's agreement to acquire the Company. Excluding the effect of these costs, non-GAAP net income for the nine months ended September 30, 2005, was $106.3 million, or $1.50 per diluted share. GAAP results for the nine months ended September 30, 2004, give effect to resolutions of contractual issues with payors that were unusual in amount and timing; these payor resolutions favorably impacted earnings per share by $0.04 per diluted share. Excluding the effect of these resolutions, non-GAAP net income for the nine months ended September 30, 2004, was $86.8 million, or $1.24 per diluted share.

David Dill, executive vice president and chief financial officer, commented, "Renal Care Group's shareholders voted overwhelmingly in favor of the merger agreement proposal at the Special Meeting in August. We are still working toward closing the transaction by the end of 2005. However, our ability to complete the deal is dependent upon the FTC's review process, and it is possible that the closing date could move into early 2006."

Renal Care Group has decided to present the non-GAAP information in this press release to give investors a means of comparing the Company's normalized operational performance in the first nine months of 2005, with its normalized operational performance in the same period in 2004, before the impact of the transaction costs and the resolutions of the payor contract issues. A reconciliation between the non-GAAP results and the Company's GAAP results accompanies this press release.

Renal Care Group will hold a conference call to discuss this press release on Wednesday, November 2, 2005, at 11:00 a.m. Eastern Time. A listen-only simulcast of the conference call to discuss this press release will be available online at the Company's website at www.renalcaregroup.com.

Renal Care Group, Inc. is a specialized dialysis services company that provides care to patients with kidney disease. The Company serves over 32,000 patients at more than 450 outpatient dialysis facilities in addition to providing acute dialysis services at more than 200 hospitals. Over 9,400 associates provide services across the Company's 34-state network. More information about Renal Care Group, Inc. can be found at www.renalcaregroup.com.

Certain statements in this press release, particularly those of Mr. Brukardt and Mr. Dill, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are usually preceded by words like expect, plan, work, intend, believe, will and the like, include statements that necessarily depend on future events. These forward-looking statements reflect management's expectations and are based upon currently available information. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Renal Care Group to differ materially from those expressed in or implied by the forward-looking statements, including risks related to: the conditions to completion of our transaction with Fresenius Medical Care; the dependence of our profits on the services we provide to a small number of patients who have private insurance; risks related to the drug Epogen (EPO); changes in the Medicare and Medicaid programs; changes in the health care delivery, financing or reimbursement systems; and compliance with health care and other applicable laws. These and other factors affecting the Company are discussed in more detail in Renal Care Group's reports filed with the Securities and Exchange Commission, including without limitation Renal Care Group's annual report on Form 10-K for the year ended December 31, 2004, and any quarterly reports on Form 10-Q filed after that annual report. Copies of these filings are available from Renal Care Group upon request.

                        RENAL CARE GROUP, INC.
          Unaudited Condensed Consolidated Income Statements
                 (in thousands, except per share data)

                              Three Months Ended    Nine Months Ended
                                 September 30,        September 30,
                              ------------------  --------------------
                                2005      2004       2005      2004
                              --------  --------  ----------  --------

Net revenue                  $402,230  $356,111  $1,160,068  $974,993

Operating costs and
 expenses:
  Patient care costs          267,889   239,400     769,322   648,621
  General and administrative
   expenses                    34,275    26,336     100,967    76,353
  Provision for doubtful
   accounts                     5,396     8,464      22,546    23,623
  Depreciation and
   amortization                18,173    15,344      52,735    42,407
                              --------  --------  ----------  --------
     Total operating costs
      and expenses            325,733   289,544     945,570   791,004

Income from operations         76,497    66,567     214,498   183,989

Interest expense, net           8,715     6,869      23,957    13,599
                              --------  --------  ----------  --------

Income before minority
 interest and income taxes     67,782    59,698     190,541   170,390

Minority interest               9,915    10,158      28,409    25,062
                              --------  --------  ----------  --------

Income before income taxes     57,867    49,540     162,132   145,328

Provision for income taxes     22,636    19,072      65,052    55,590
                              --------  --------  ----------  --------

Net income                   $ 35,231  $ 30,468  $   97,080  $ 89,738
                              ========  ========  ==========  ========

Diluted net income per share $   0.50  $   0.44  $     1.37  $   1.28
                              ========  ========  ==========  ========

Diluted weighted average
 shares outstanding            71,023    69,339      70,721    69,930
                              ========  ========  ==========  ========


                        RENAL CARE GROUP, INC.
                 Condensed Consolidated Balance Sheets
                 (in thousands, except per share data)

                                            September 30, December 31,
                                                 2005         2004
                                             ------------  -----------
                                              (unaudited)
ASSETS:
Current assets:
  Cash and cash equivalents                 $     25,490  $    17,931
  Accounts receivable, net                       286,773      275,373
  Other current assets                           104,360       79,780
                                             ------------  -----------
     Total current assets                        416,623      373,084

Property, plant and equipment, net               354,910      316,532
Goodwill, intangible assets and other
 assets, net                                     870,295      739,364
                                             ------------  -----------

     TOTAL ASSETS                           $  1,641,828  $ 1,428,980
                                             ============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Total current liabilities                   $    250,500  $   243,905
Long-term debt, net of current portion           566,696      479,645
Other long-term liabilities                      123,947      113,309
                                             ------------  -----------
     Total liabilities                           941,143      836,859
                                             ------------  -----------

Stockholders' equity:
  Common stock, $0.01 par value, 150,000
   shares authorized, 83,100 and 82,317
   shares issued, respectively                       831          823
  Treasury stock, 14,766 and 14,514 shares,
   respectively                                 (381,635)    (372,249)
  Additional paid-in capital                     431,278      411,888
  Retained earnings                              648,943      551,863
  Accumulated other comprehensive income
   (loss), net of tax                              1,268         (204)
                                             ------------  -----------

     Total stockholders' equity                  700,685      592,121
                                             ------------  -----------

     TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                $  1,641,828  $ 1,428,980
                                             ============  ===========


                        RENAL CARE GROUP, INC.
       Unaudited Condensed Consolidated Statements of Cash Flows
                            (in thousands)

                                                   Nine Months Ended
                                                      September 30,
                                                  --------------------
                                                    2005       2004
                                                  ---------  ---------

Operating Activities:
  Net income                                     $  97,080  $  89,738
  Adjustments to reconcile net income to
    net cash provided by operating activities:
       Depreciation and amortization                52,735     42,407
       Loss on sale of property and equipment          661        624
       Distributions to minority shareholders      (15,807)   (11,409)
       Income applicable to minority interest       28,409     25,062
       Deferred income taxes                         2,207     10,734
       Changes in operating assets and
        liabilities, net of effects from
        acquisitions                               (28,506)   (21,062)
                                                  ---------  ---------
            Net cash provided by operating
             activities                            136,779    136,094
                                                  ---------  ---------

Investing Activities:
  Purchases of property and equipment              (67,507)   (66,463)
  Cash paid for acquisitions, net of cash
   acquired                                       (167,766)  (274,644)
  Change in other assets                             3,062     (7,185)
                                                  ---------  ---------
            Net cash used in investing
             activities                           (232,211)  (348,292)
                                                  ---------  ---------

Financing Activities:
  Net proceeds from issuance of long-term debt     100,000    325,000
  Payments on long-term debt                       (16,251)    (8,125)
  Net borrowings under line of credit and
   capital leases                                   15,930      7,027
  Net proceeds from issuance of common stock        12,698     17,799
  Repurchase of treasury shares                     (9,386)  (137,845)
                                                  ---------  ---------
            Net cash provided by financing
             activities                            102,991    203,856
                                                  ---------  ---------

Increase (decrease) in cash and cash equivalents     7,559     (8,342)

Cash and cash equivalents at beginning of period    17,931     50,295
                                                  ---------  ---------

Cash and cash equivalents at end of period       $  25,490  $  41,953
                                                  =========  =========


                        RENAL CARE GROUP, INC.
             Supplemental GAAP to Non-GAAP Reconciliation
           (unaudited, in thousands, except per share data)

                                               Three Months Ended
                                               September 30, 2005
                                         -----------------------------
                                                                Non-
                                          GAAP(1)  Difference GAAP(2)
                                         --------- ---------- --------
Net revenue                              $402,230  $       - $402,230

Operating costs and expenses:
  Patient care costs                      267,889          -  267,889
  General and administrative expenses      34,275     (3,650)  30,625
  Provision for doubtful accounts           5,396          -    5,396
  Depreciation and amortization            18,173          -   18,173
                                          -------- ---------- --------
       Total operating costs and
        expenses                          325,733     (3,650) 322,083

Income from operations                     76,497      3,650   80,147
Interest expense, net                       8,715          -    8,715
                                          -------- ---------- --------

Income before minority interest and
 income taxes                              67,782      3,650   71,432
Minority interest                           9,915          -    9,915
                                          -------- ---------- --------

Income before income taxes                 57,867      3,650   61,517
Provision for income taxes                 22,636        755   23,391
                                          --------  --------- --------

Net income                               $ 35,231  $   2,895 $ 38,126
                                          ========  ========= ========

Diluted net income per share             $   0.50  $    0.04 $   0.54
                                          ========  ========= ========

Weighted average shares outstanding        71,023     71,023   71,023
                                          ========  ========= ========


(1) Reported operating results in accordance with accounting
    principles generally accepted in the United States (GAAP).

(2) Non-GAAP amounts exclude transaction costs associated with the
    Company's sale to Fresenius Medical Care AG recorded in the three
    months ended September 30, 2005 and the related tax effect.


                        RENAL CARE GROUP, INC.
             Supplemental GAAP to Non-GAAP Reconciliation
           (unaudited, in thousands, except per share data)

                                      Nine Months Ended September 30,
                                    ----------------------------------
                                                   2005
                                    ----------------------------------
                                                                Non-
                                       GAAP(1)  Difference    GAAP(2)
                                    ----------- ---------- -----------
Net revenue                         $1,160,068  $       -  $1,160,068

Operating costs and expenses:
  Patient care costs                   769,322          -     769,322
  General and administrative
   expenses                            100,967    (10,350)     90,617
  Provision for doubtful accounts       22,546          -      22,546
  Depreciation and amortization         52,735          -      52,735
                                     ---------- ----------  ----------
     Total operating costs and
      expenses                         945,570    (10,350)    935,220

Income from operations                 214,498     10,350     224,848
Interest expense, net                   23,957          -      23,957
                                     ---------- ----------  ----------

Income before minority interest
  and income taxes                     190,541     10,350     200,891
Minority interest                       28,409          -      28,409
                                     ---------- ----------  ----------

Income before income taxes             162,132     10,350     172,482
Provision for income taxes              65,052      1,094      66,146
                                     ----------  ---------  ----------

Net income                          $   97,080  $   9,256  $  106,336
                                     ==========  =========  ==========

Diluted net income per share        $     1.37  $    0.13  $     1.50
                                     ==========  =========  ==========

Weighted average shares outstanding     70,721     70,721      70,721
                                     ==========  =========  ==========


                                       Nine Months Ended September 30,
                                       -------------------------------
                                                   2004
                                       -------------------------------
                                                                 Non-
                                         GAAP(1)  Difference   GAAP(3)
                                        --------- ---------- ---------
Net revenue                             $974,993  $  (4,700) $970,293

Operating costs and expenses:
  Patient care costs                     648,621          -   648,621
  General and administrative expenses     76,353          -    76,353
  Provision for doubtful accounts         23,623          -    23,623
  Depreciation and amortization           42,407          -    42,407
                                         -------- ----------  --------
     Total operating costs and expenses  791,004          -   791,004

Income from operations                   183,989     (4,700)  179,289
Interest expense, net                     13,599          -    13,599
                                         -------- ----------  --------

Income before minority interest
  and income taxes                       170,390     (4,700)  165,690
Minority interest                         25,062          -    25,062
                                         -------- ----------  --------

Income before income taxes               145,328     (4,700)  140,628
Provision for income taxes                55,590     (1,786)   53,804
                                         --------  ---------  --------

Net income                                89,738  $  (2,914) $ 86,824
                                         ========  =========  ========

Diluted net income per share            $   1.28  $   (0.04) $   1.24
                                         ========  =========  ========

Weighted average shares outstanding       69,930     69,930    69,930
                                         ========  =========  ========


(1) Reported operating results in accordance with accounting
    principles generally accepted in the United States (GAAP).

(2) Non-GAAP amounts exclude transaction costs associated with the
    Company's sale to Fresenius Medical Care AG recorded in the nine
    months ended September 30, 2005, and the related tax effect.

(3) Non-GAAP amounts exclude resolutions of payor contract issues
    recorded in the first quarter of 2004 that were unusual in amount
    and timing and the related tax effect.


                        RENAL CARE GROUP, INC.
            Supplemental Operating Data and Reconciliation
                      of Net Income to EBITDA(1)
       (unaudited, dollars in thousands, except operating data)

                          Three Months Ended       Nine Months Ended
                            September 30,            September 30,
                        ----------------------  ----------------------
                           2005        2004        2005        2004
                        ----------  ----------  ----------  ----------

Operating Data:
Patients                   32,013      29,332      32,013      29,332
Treatments              1,243,131   1,125,021   3,587,959   3,080,520
Same-market treatment
 growth                       3.3%        3.2%        2.9%        3.6%
Same-market revenue
 growth                       5.6%        7.2%        5.7%        7.5%
Patient revenue per
 treatment             $      322  $      314  $      322  $      315

Reconciliation of Net
 Income to EBITDA(1):
Net income             $   35,231  $   30,468  $   97,080  $   89,738
Depreciation and
 amortization              18,173      15,344      52,735      42,407
Interest expense, net       8,715       6,869      23,957      13,599
Minority interest           9,915      10,158      28,409      25,062
Provision for income
 taxes                     22,636      19,072      65,052      55,590
                        ----------  ----------  ----------  ----------
EBITDA(1)              $   94,670  $   81,911  $  267,233  $  226,396
                        ==========  ==========  ==========  ==========

(1) The Company defines EBITDA as net earnings or loss before minority
    interest, interest expense (net), provision for income taxes,
    depreciation and amortization and all non-cash charges. The
    Company includes EBITDA because it generally considers EBITDA to
    be a good indicator of the Company's ability to generate cash flow
    in order to fund liabilities and reinvest in the Company and its
    business. EBITDA is not a measurement of financial performance
    under GAAP and should not be considered a substitute for net
    income or loss as a measure of performance, or to cash flow as a
    measure of liquidity.

Contact:

Terry Proveaux
Director of Investor Relations
615-345-5577
www.renalcaregroup.com

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