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As filed with the Securities and Exchange Commission on August 19, 2002

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
For the period ended June 30, 2002

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

MESSER GRIESHEIM HOLDING AG

Koogstraat 10, 25870 Norderfriedrichskoog, Germany

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F ý Form 40-F o

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 o No ý

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

N/A

TABLE OF CONTENTS

Report for the Six Month Period Ended June 30, 2002		2
Business		2
Management's Discussion and Analysis of Financial Condition and Results of Operations		3
Messer Griesheim Holding AG Unaudited Financial Information
	Unaudited Interim Condensed Consolidated Statements of Operations	21-22
	Unaudited Interim Condensed Consolidated Balance Sheets	23
	Unaudited Interim Condensed Consolidated Statements of Changes in Stockholders' Equity	24
	Unaudited Interim Condensed Consolidated Statements of Cash Flows	25
	Notes to Unaudited Interim Condensed Consolidated Financial Statements	26

In this document:

•: "Messer Holding", "the Company", "we", "us" and "our" refers to Messer Griesheim Holding AG and, unless the context otherwise requires, its consolidated subsidiaries;
•: "Messer Griesheim" refer to the Messer Griesheim Holding AG's subsidiary, Messer Griesheim GmbH, which is the operating company whose business and results of operations are described in this Form 6-K, including, unless the context otherwise requires, its consolidated subsidiaries;
•: "Messer Griesheim Group" and "the Group" refer to the parent of Messer Griesheim Holding AG, Messer Griesheim Group GmbH & Co. KGaA, a German Partnership limited by shares, or Messer Griesheim Group GmbH prior to its conversion on November 1, 2001 to Messer Griesheim Group GmbH & Co. KGaA;
•: "Messer Employee GmbH" refers to Messer Employee GmbH & Co. KG, a company through which employees participating on our share purchase and option plan are to hold shares in Messer Griesheim Group.
•: "Messer Industrie" and "MIG" refers to Messer Industrie GmbH, a holding company for the Messer family's minority interest in Messer Griesheim Group.

REPORT FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2002

The accounts being reported on are the consolidated results of Messer Griesheim Holding AG. Our obligation to provide this report with The Bank of New York (the "Trustee"), for the benefit of our noteholders, and the U.S. Securities and Exchange Commission arises under the indenture, dated as of May 16, 2001, between the Company and the Trustee, pursuant to which the Company has issued its 10.375% Senior Notes due 2011.

This Form document includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our expectations are based on reasonable assumptions, we cannot assure you that actual results will not be materially different from our expectations. Factors that could cause our actual results to differ materially from our expectations include, among other things:

•: the amount of proceeds that we realize from our divestiture program;
•: the timing of the receipt of proceeds that we realize from our divestiture program;
•: the amount of savings in operational costs that Messer Holding is able to achieve as a result of its cost-savings program;
•: the costs of implementing Messer Holding's cost-savings program;
•: the timing to achieve the benefits of our cost-savings program;
•: anticipated trends and conditions in our industry, including regulatory developments;
•: our capital needs; and
•: our ability to compete.

We are under no obligation to update or revise publicly any forward-looking statement. The forward-looking events discussed in this document might not happen. In addition, you should not interpret statements regarding past trends or activities as promises that those trends or activities will continue in the future. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement and the more detailed discussion of risks in the section entitled "Risk Factors" of the Company's Post-Effective Amendment No. 1 to its Registration Statement on Form F-4 filed with the Securities and Exchange Commission on April 30, 2002. Some numbers that appear in this Form 6-K (including percentage amounts) have been rounded. Numbers in tables may not sum precisely to the totals shown due to rounding.

Investors are cautioned that forward-looking statements contained in this section involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management.

BUSINESS

We are a producer and distributor of industrial gases, including oxygen, nitrogen, argon, helium, carbon dioxide, hydrogen, helium, specialty gases and acetylene. The industrial gases we produce are used in a broad range of industries, such as the industrial, chemical and pharmaceutical manufacturers, and the food processing and waste treatment industries.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the Company's unaudited interim condensed consolidated financial statements included elsewhere herein. The Company's financial statements are prepared in accordance with the International Financial Reporting Standards of the International Accounting Standards Board, or IAS, which differ in certain significant respects from U.S. GAAP. You can find reconciliations of net income, and shareholders' equity and disclosures regarding differences between IAS and U.S. GAAP in note 19 to the Company's unaudited interim condensed consolidated financial statements.

The Company calculates normalized EBITDA as operating profit before depreciation and amortization, after adding back charges for impairment of intangible assets and property, plant and equipment, restructuring and reorganization charges and dividends from non-consolidated subsidiaries.

Normalized EBITDA is not a measure recognized by IAS or U.S. GAAP. This and similar measures are used by different companies for differing purposes and are often calculated in ways that reflect the unique situations of those companies. We urge you to be very cautious in comparing our normalized EBITDA data to the EBITDA data of other companies. Normalized EBITDA is not a substitute for operating profit as a measure of operating results. Likewise, normalized EBITDA is not a substitute for cash flow as a measure of liquidity.

Overview

We operate in 48 countries through more than 419 facilities, including production plants, distribution and filling stations and research centers. We have an estimated global market share of approximately 5% of the total industrial gases market, making us the seventh largest industrial gas producer worldwide, and leading market shares in Germany and certain other countries in central and eastern Europe. We also have strong businesses in selected industrial areas of the United States and in selected niche markets in other Western European countries. In the second quarter 2002, we generated net sales of €377.0 million and normalized EBITDA of €100.3 million.

Our primary or core markets are Europe and North America. Our two largest markets, Germany and North America, collectively accounted for 64.5% of our net sales and 72.2% of our normalized EBITDA for the second quarter 2002. Within each of our geographic markets, we generally organize our business based upon how we deliver industrial gases to our customers: delivery of large volumes from on-site production facilities or by pipeline, delivery in bulk tanks transported by truck or rail and delivery in gas cylinders. In addition to our core markets of Europe and North America, we also operate in Asia, Africa and Latin America. We are in the process of divesting substantially all of the assets outside our core markets, along with certain non-strategic assets in our core markets. Other than our joint ventures in Central America and China, we anticipate completing these divestitures by year end 2002.

The following is an overview of a number of significant factors that affect our results of operations or that may affect our future results of operations.

Acquisition Transactions, Refinancing and Divestiture Program

As discussed elsewhere in this document, the acquisition transactions have been accounted for at fair value and, accordingly, our assets and liabilities have been recorded at their estimated fair values as of April 30, 2001, the date of the acquisition transactions. As a result, the financial statements of Messer Griesheim for periods prior to the acquisition transactions are not comparable to our financial statements for periods subsequent to the acquisition transactions. To highlight this lack of comparability, a solid vertical line has been inserted, where applicable, between columns in the tables

and schedules of this document, and in our unaudited interim condensed consolidated financial statements to distinguish information pertaining to the pre-acquisition and post-acquisition periods.

The Acquisition of Messer Griesheim

Prior to the completion of the acquisition transactions described below, Messer Griesheim was owned:

•: 33¹/3% by the Messer family through a holding company, Messer Industrie GmbH, and
•: 66²/3% by Hoechst AG, a subsidiary of Aventis S.A. Aventis was formed in December 1999 as the result of the merger of Hoechst AG and Rhône-Poulenc S.A., two of Europe's largest chemical companies.

On December 31, 2000, Messer Industries, Hoechst and our parent company Messer Griesheim Group GmbH (formerly named Cornelia Verwaltungsgesellschaft mbH), entered into certain acquisition transactions.

As a result of the acquisition transactions, Messer Holding owns 100% of Messer Griesheim and the issuer is directly or indirectly wholly owned by Messer Griesheim Group. Messer Holding and Messer Griesheim Group are both holding companies with no material assets other than their direct or indirect interests in Messer Griesheim (and, in Messer Holding's case, the payments under the intercompany loan to Messer Griesheim). During the six month period ended June 30, 2002, our employees and members of the shareholders' committee purchased shares through the share purchase and option plan. They hold their shares through Messer Employee GmbH & Co. KG. Consequently, Messer Griesheim Group is owned as of June 30, 2002:

•: 32.11% by the Messer family, through Messer Industrie;
•: 33.08% by Allianz Capital Partners;
•: 33.08% by six private equity funds managed by affiliates of The Goldman Sachs Group, Inc. (GS Funds); and
•: 1.73% by Messer Employee GmbH & Co. KG reflecting ownership interests of our employee and shareholder committee participants in the share purchase and option plan.

In connection with these acquisition transactions, the main shareholders of Messer Griesheim Group entered into a shareholders' agreement governing their respective voting control and other ownership rights with respect to the issuer and Messer Griesheim.

Due to certain antitrust related considerations relating to the equity interest of Allianz AG in a competitor of Messer Griesheim, the agreement generally allocates the rights of the financial sponsors relating to corporate governance and management to the GS Funds until such time as the antitrust related considerations are no longer relevant. Accordingly, until then, members of the shareholders' committee appointed by the GS Funds will represent all votes of the financial sponsors constituting 66.16% of all votes in the shareholders' committee. Thereafter, the rights will be shared by Allianz Capital Partners and the GS Funds, with Allianz Capital Partners having a deciding vote in the event of a lack of consensus between Allianz Capital Partners and the GS Funds, subject to certain exceptions.

Transaction Structure

The following diagram shows our ownership structure and the structure of our principal indebtedness as of June 30, 2002 following completion of the acquisition transactions in April 2001, reflecting the issuance of the senior notes and the refinancing or repayment of our indebtedness to the extent completed, including repayment in full of the €400 million mezzanine bridge facility and repayment of €115 million of our senior term facilities and subsequent share purchases by our

employees and shareholder committee members through the share purchase and option plan mentioned above.

(1): The holding company for the Messer family's interests in Messer Griesheim.
(2): Certain private equity funds managed by affiliates of The Goldman Sachs Group, Inc.
(3): The employees and shareholder committee members participating in the share purchase and option plan hold their shares through Messer Employee GmbH & Co. KG. The participant's voting rights are exercised by the managing partner of this company, Messer Employee Beteiligungsverwaltungs GmbH.
(4): Principal operating company in Germany and holding company for the remainder of our operations.
(5): €550.0 million aggregate principal amount.
(6): Messer Griesheim Group owns 100% of Messer Holding, 33.33% of which is owned directly and 66.67% of which is owned through its wholly owned subsidiary, DIOGENES 20. Vermögensverwaltung GmbH.
(7): €1,340 million was the initial aggregate amount of senior term loan facilities. Messer Griesheim GmbH repaid €115 million principal amount of senior term facilities in May 2001 with a portion of the proceeds from the sale of the senior notes. As of June 30, 2002 €758.3 million aggregate principal amount remained outstanding under the senior term facilities. The senior term facilities also include committed but undrawn funds totaling €297 million under revolving facilities. Certain of Messer Griesheim's subsidiaries are also direct borrowers under the senior term facilities.

Refinancing Program

In connection with the acquisition transactions described above, substantially all of Messer Griesheim's existing indebtedness was refinanced through the senior term facilities and the senior notes. Upon the initial closing of the acquisition, Messer Griesheim entered into a senior term facilities agreement with aggregate available funds of €1,650 million (€1,340 million of term loan facilities and €310 million of revolving facilities) and a mezzanine bridge facility agreement in the aggregate amount of €400 million. In May 2001, the Company issued €550 million principal amount of 10.375% senior notes maturing on June 1, 2011. Upon the closing of the sales of the senior notes, Messer Holding made an intercompany loan to Messer Griesheim with the gross proceeds from the senior notes, and Messer Griesheim used the intercompany loan to repay the mezzanine bridge facility in full and repay €115 million principal amount of the outstanding term borrowings under the facilities.

Business Practices

We believe the following selected business practices are important for a proper understanding of financial reporting risks.

Net Sales

We primarily earn revenues from

•: sales of industrial gases and, to a lesser extent,
•: sales of hardware related to industrial gas usage.

Our sales of industrial gases, which amount to greater than 90% of our total revenue, are divided into three business units corresponding to their mode of delivery: on-site and pipeline sales, bulk delivery sales and cylinder delivery sales. Contracts in our on-site production and pipeline supply businesses in Europe and the United States typically have terms of 10 to 15 years and usually have "take-or-pay" minimum purchase provisions. In each of the last three years, the "take-or-pay" minimum purchase requirements in our on-site and pipeline supply contracts accounted for approximately 60% to 70% in Germany and 40% to 45% in the United States of the total amount of net sales that we generated under these contracts.

Contracts in our bulk business generally have terms of two to three years in Europe and five to seven years in the United States. Customers in our on-site and pipeline and bulk businesses have historically exhibited high renewal rates, with over 90% of customers whose contracts expired in the past five years renewing their contracts with us. Our on-site, pipeline and bulk businesses in Germany and the United States accounted for approximately 41% of our total net sales and approximately 57% of our normalized EBITDA in the second quarter 2002. We generally sell our cylinder gases by purchase orders or by contracts with terms ranging between one to two years in Europe and three to five years in the United States.

Our net sales are dependent on the economic conditions in the markets in which we operate. However, we believe that we have limited exposure to the cyclical nature in demand of any particular industry because of the wide diversity of industries represented by our customer base.

Although industrial gas prices appear to have recently stabilized in many of the markets in which we operate, prices have consistently decreased for at least the last 10 years, especially in the bulk and commodity gas cylinder segments, due to aggressive efforts by most producers to increase market share. The profit margin impact of this price erosion has been partially offset by efficiency improvements throughout the supply chain and regional consolidation among large participants in the industry, permitting economies of scale. In addition, new applications for industrial gases have provided opportunities for increased sales volumes and profit margins.

Cost of Sales

Our principal raw material is air, which is free and which we separate into its component gases. Cost of sales principally consists of:

•: capital costs of plants;
•: costs of energy required for production; and
•: labor costs relating to production.

Energy costs consist principally of electrical power costs. Electricity represents approximately 27% of cost of sales in the second quarter of 2002. We are able to pass on a portion of increases in energy costs to many, but not all, of our on-site and pipeline customers with long-term supply contracts, although these adjustments in cost often occur only on an annual basis. The amount and other terms of these energy cost pass-through provisions vary by contract.

Labor costs relating to production consist principally of wages and salaries, social security contributions and other expenses related to employee benefits. Social security contributions include our portion of social security payments as well as our contributions to workers' insurance associations.

We depreciate fixed assets on a straight-line basis. Our depreciation rates assume useful lives ranging from 10 to 50 years for buildings, 10 to 20 years for plant and machinery and 3 to 20 years for other plant, factory and office equipment.

Divestiture Program

Our core markets are Europe and North America. In May 2001, immediately following our change of ownership resulting from the acquisition transactions described elsewhere in this Form 6-K, we adopted a divestiture program. Pursuant to the divestiture program, we intend to sell substantially all of our assets and operations in our non-core markets in Asia, Africa and Latin America, as well as certain non-strategic assets and operations in our core markets. The proceeds from this divestiture program will be used to reduce our consolidated debt.

Pursuant to the divestiture program, as of June 30, 2002, we have completed disposals of our home care business in Germany, our health care business in Canada and our non-cryogenic plant production operations in Germany, the United States, Italy and China. We also have completed disposals of our operations in Argentina, Brazil, Egypt, Mexico, South Africa, South Korea, Trinidad & Tobago and Venezuela, our nitric oxide business in Germany, substantially all our carbon dioxide business in the United States and our nitrogen services business in the United Kingdom. As of June 30, 2002 we have substantially completed the disposal of our investments included in subsidiaries available for sale. As a result, we completed repayment of our senior term disposal facility in the second quarter of 2002.

The remaining divestiture of certain of our assets and operations may require additional expenditures prior to their disposal and may not be completed by December 31, 2002

Cost-Savings Plan

We are implementing a plan to reduce our operating costs, principally in Europe. This plan involves eliminating duplication in support positions for certain process functions, reducing energy costs, centralizing key process functions and simplifying our management structure. We have identified most of the specific cost savings measures that we anticipate to achieve by year-end 2003. We expect that these measures will reduce the cost base of our operations in our core markets relative to its level for the year 2000 by approximately €100 million by year-end 2003. To implement these measures, we expect to spend approximately €84 million in total between April 30, 2001 and year end 2003, principally to be applied towards severance payments and efficiency improvements.

For the eight month period ending December 31, 2001, we have reduced the cost base of our operations in our core markets relative to its level for the year 2000 by €27.0 million. As a result of implementation of these measures, we incurred one time costs of approximately €29.4 million (excluding €12.5 million of costs that were included as part of the purchase price accounting adjustments) for the fourteen month period from May 1, 2001 to June 30, 2002, of which €3.7 million was recorded in the second quarter 2002. We expect to incur an additional €42.5 million of one-time costs by the end of 2003.

Critical Accounting Policies

The results of our operations and financial condition are dependent upon the utilization of accounting methods, assumptions and estimates that are used as a basis for the preparation of the unaudited interim condensed consolidated financial statements. We have identified the following critical accounting policies and related assumptions, estimates and uncertainties, which management believes are essential to understanding the underlying financial reporting risks and the impact that these accounting methods, assumptions, estimates and uncertainties have on our reported financial results. This information should be read in conjunction with the unaudited interim condensed consolidated financial statements.

Purchase Accounting

We accounted for the acquisition transactions similar to that of an acquisition of Messer Griesheim by Messer Holding. The accounting for this acquisition resulted in significant amounts of long-lived intangible assets. Our accounting policy relating to purchase business combinations requires the use of the purchase method whereby the purchase price is allocated to identifiable tangible and intangible assets based upon their fair value. The allocation of purchase price is judgmental and requires the extensive use of estimates and fair value assumptions, which can have a significant impact on operating results. Changes in the industry conditions, technological advances and other economic factors could result in revisions to the judgments, estimates and valuation techniques utilized in the application of purchase accounting. Such differing allocations could impact future operating results.

Recoverability of Long-Lived Assets

Our business is capital intensive and, historically, required a significant investment in property, plant and equipment. At June 30, 2002, the carrying value of our property, plant and equipment was €1,545 million. At June 30, 2002 long-lived intangible assets amounted to €818 million. We review long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying value of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying value of the assets exceeds the estimated fair value. Estimated fair value is generally based on either appraised value or discounted estimated future cash flows.

A continuation of the currently competitive economic conditions in the industrial gas industry could result in an increasingly adverse pricing environment due to significant industry over-capacity. This could result in decreased production and reduced capacity utilization. Such events could result in reductions of future net cash flows expected to be generated to the extent that both long-lived tangible and intangible assets could be considered impaired, negatively impacting future operating results.

Recoverability of Investments in Subsidiaries Available for Sale

We have made a series of investments in, and advances to, companies that are principally engaged in the manufacture, sale and distribution of industrial gases which are located in regional markets which we no longer consider part of our core markets. At June 30, 2002, the carrying amounts of investments in subsidiaries available for sale aggregate €18 million. Our accounting policy is to value such investments at estimated net realizable value. In determining estimated net realizable value, we consider the forecasted results of the investee, the economic environment in the regional market and our ability and intent to hold the investment until the estimated sale date.

A slump in demand for industrial gases could adversely impact the operations of these investments and their capability to generate future net cash flows. Furthermore, since these investments are not publicly traded, further judgments and estimates are required to determine their fair value. As a result, potential impairment charges to write-down such investments to net realizable value could adversely affect future operating results.

Realization of Deferred Tax Assets

At June 30, 2002, we had total deferred tax assets (net of valuation allowance) of approximately €185.1 million. Included in this total are the benefit of net operating loss and tax credit carry forwards of approximately €122.4 million. Such tax loss and credit carry forwards generally do not expire under current law, except certain amounts attributable to operations in the United States that expire in 20 years. Realization of these amounts are dependent upon the generation of future taxable income at a level sufficient to absorb the loss and credit carry forwards. These deferred tax assets were recognized to the extent that it is probable that future taxable profit will be available. The amount of total deferred tax assets considered realizable prospectively could be reduced if our estimates of projected future taxable income are lowered from present levels or changes in current tax regulations are revised which could impose restrictions on the time or extent of our ability to utilize tax loss and credit carry forwards in the future.

Restructuring Charges

Subsequent to the acquisition transactions, the management approved plans to restructure the Group and reduce costs. These changes were intended to, among other things, improve operational efficiencies and improve profitability. While the management approved a detailed restructuring plan, the calculation of the provision requires the use of estimates and management judgment. Additionally, if industry conditions continue to deteriorate or an economic downturn is experienced in the future, further restructuring charges may be incurred. Resulting variances from estimates previously utilized may adversely impact future financial results.

Reclassifications

Certain reclassifications have been made to the financial statement presentation of the prior periods to conform such presentation to the current period presentation.

Results of Operations

When comparing the three months ended June 30, 2002, with the two months ended June 30, 2001 and one month ended April 30, 2001 as well as when comparing the six months ended June 30, 2002 with the two months ended June 30, 2001, and the four months ended April 30, 2001, consideration should be given to the impact on comparability arising from the acquisition transaction, the refinancing program, the divestiture program and the other developments described above. As a result of these events, comparability is impacted by a number of factors, the most significant of which are (i) the new cost base of the Company's assets and liabilities as a result of the acquisition program, (ii) the

refinancing program and the resulting impact on financing costs and (iii) the divestiture program. All of these factors impacted the comparability of the results presented for the six and the three months ended June 30, 2002, to the respective prior year periods.

To highlight this lack of comparability, a solid vertical line has been inserted, where applicable, between columns in the tables below, in our interim condensed consolidated financial statements and elsewhere in this document in order to distinguish information pertaining to the pre-acquisition and post-acquisition periods.

Three Months Ended June 30, 2002 Compared with Two Months Ended June 30, 2001 and One Month Ended April 30, 2001

The following table sets forth a summary of the results of operations for the three months ended June 30, 2002, two months ended June 30, 2001 and one month ended April 30, 2001, in terms of amounts as well as percentages of net sales. Financial information for periods prior to and subsequent to the acquisition transactions have been separated in the following table by inserting a solid vertical line between the columns for such periods.

	Successor								Predecessor
	Messer Griesheim Holding AG								Messer Griesheim GmbH
	Three Months Ended June 30, 2002				Two Months Ended June 30, 2001				One Month Ended April 30, 2001
	€ (in millions)		%		€ (in millions)		%		€ (in millions)		%
Net sales	377.0		100.0		266.0		100.0		139.3		100.0
Cost of sales	(188.8	)	(50.1	)	(130.1	)	(48.9	)	(72.5	)	(52.1	)

Gross profit	188.2		49.9		135.9		51.1		66.8		47.9
Distribution and selling costs	(117.3	)	(31.1	)	(79.6	)	(29.9	)	(42.1	)	(30.2	)
General and administrative costs	(32.8	)	(8.7	)	(18.8	)	(7.1	)	(10.5	)	(7.5	)
Other, net(1)	(6.2	)	(1.6	)	(11.7	)	(4.4	)	(1.7	)	(1.2	)

Operating profit	31.9		8.5		25.8		9.7		12.5		9.0

Interest expense, net	(41.0	)	(10.9	)	(24.1	)	(9.1	)	(11.3	)	(8.1	)
Profit (loss) before income taxes and minority interests	(8.3	)	(2.2	)	(12.3	)	(4.6	)	(5.8	)	(4.1	)
Income taxes	(8.0	)	(2.1	)	(0.9	)	(0.3	)	(1.0	)	(0.7	)
Net loss	(18.9	)	(5.0	)	(14.9	)	(5.6	)	(6.8	)	(4.9	)
Normalized EBITDA	100.3		26.6		69.4		26.1		34.0		24.4

(1): Amounts include total net of research and development costs, other operating income, other operating expense and restructuring and reorganization charges and impairment of intangible assets and property, plant and equipment.

As a result of the acquisition transactions, the refinancing program and the divestiture program, as described above, a comparison of the three months ended June 30, 2002 with the two months ended June 30, 2001 and the one month ended April 30, 2001 is not meaningful. The acquisition transactions were accounted for in a manner similar to a "purchase" business combination and, accordingly, the cost of the acquisition has been allocated to the assets acquired and the liabilities assumed based on their fair values. The accounting treatment impacts our results of operations for post acquisition periods primarily by increasing amortization of goodwill, increasing depreciation of property, plant and equipment, reducing losses of disposals of subsidiaries and other assets included in the divestiture program and correspondingly decreasing our operating profit compared to all periods prior to April 30, 2001. The refinancing program increased our interest expense compared to all periods prior to

April 30, 2001. In addition, certain subsidiaries to be sold as part of our divestiture program have been deconsolidated and thus excluded from the results of operations for all periods after April 30, 2001.

Six Months Ended June 30, 2002 Compared with Two Months Ended June 30, 2001 and Four Months Ended April 30, 2001

	Successor								Predecessor
	Messer Griesheim Holding AG								Messer Griesheim GmbH
	Six Months Ended June 30, 2002				Two Months Ended June 30, 2001				Four Months Ended April 30, 2001
	€ (in millions)		%		€ (in millions)		%		€ (in millions)		%
Net sales	763.4		100.0		266.0		100.0		574.5		100.0
Cost of sales	(380.4	)	(49.8	)	(130.1	)	(48.9	)	(293.4	)	(51.1	)

Gross profit	383.0		50.2		135.9		51.1		281.1		48.9
Distribution and selling costs	(238.5	)	(31.2	)	(79.6	)	(29.9	)	(177.2	)	(30.8	)
General and administrative costs	(67.8	)	(8.9	)	(18.8	)	(7.1	)	(45.0	)	(7.8	)
Other, net(1)	(16.6	)	(2.2	)	(11.7	)	(4.4	)	(12.4	)	(2.2	)

Operating profit	60.1		7.9		25.8		9.7		46.5		8.1

Interest expense, net	(76.2	)	(10.0	)	(24.1	)	(9.1	)	(36.4	)	(6.3	)
Profit (loss) before income taxes and minority interests	(16.0	)	(2.1	)	(12.3	)	(4.6	)	(6.6	)	(1.1	)
Income taxes	(11.2	)	(1.5	)	(0.9	)	(0.3	)	(4.8	)	(0.9	)
Net loss	(32.3	)	(4.2	)	(14.9	)	(5.6	)	(13.5	)	(2,4	)
Normalized EBITDA	197.6		25.9		69.4		26.1		125.9		21.9

(1): Amounts include total net of research and development costs, other operating income, other operating expense and restructuring and reorganization charges and impairment of intangible assets and property, plant and equipment.

As a result of the acquisition transactions, the refinancing program and the divestiture program, as described above, a comparison of the six months ended June 2002 with the four months ended April 30, 2001 and the two months ended June 30, 2001 is not meaningful.

Management believes that comparing the three months ended June 30, 2002 with the three months ended March 31, 2002 is more meaningful as presented below.

Three Months Ended June 30, 2002 Compared with Three Months Ended March 31, 2002

	Messer Griesheim Holding AG
	Three Months Ended June 30, 2002				Three Months Ended March 31, 2002
	€ (in millions)		%		€ (in millions)		%
Net sales	377.0		100.0		386.4		100.0
Cost of sales	(188.8	)	(50.1	)	(191.6	)	(49.6	)

Gross profit	188.2		49.9		194.8		50.4
Distribution and selling costs	(117.3	)	(31.1	)	(121.3	)	(31.4	)
General and administrative costs	(32.8	)	(8.7	)	(35.0	)	(9.1	)
Other, net(1)	(6.2	)	(1.6	)	(10.4	)	(2.7	)

Operating profit	31.9		8.5		28.1		7.2

Interest expense, net	(41.0	)	(10.9	)	(35.2	)	(9.1	)
Profit (loss) before income taxes and minority interests	(8.3	)	(2.2	)	(7.7	)	(2.0	)
Income taxes	(8.0	)	(2.1	)	(3.2	)	(0.8	)
Net loss	(18.9	)	(5.0	)	(13.4	)	(3.5	)
Normalized EBITDA	100.3		26.6		97.3		25.2

(1): Amounts include total net of research and development costs, other operating income, other operating expense and restructuring and reorganization charges.

Net sales. Net sales decreased 2.4% to €377.0 million in the second quarter 2002 from €386.4 million in the first quarter 2002 based essentially on the factors described below.

	Messer Griesheim Holding AG
	Three Months Ended June 30, 2002	Three Months Ended March 31, 2002
	€ (in millions)	€ (in millions)
Net sales (Business Areas)
Germany	156.0	157.4
Western Europe, excluding Germany	65.1	66.2
Eastern Europe	54.1	54.0
North America	87.2	93.6
Others	14.0	14.1
Reconciliation / Corporate	0.6	1.1

Total	377.0	386.4

•: Net sales in Germany decreased by 0.9% to €156.0 million in the second quarter 2002 from €157.4 million to the first quarter 2002. This slight decrease is due to lower demand caused by the continuing weak business climate in Germany.
•: Net sales in Western Europe (excluding Germany) decreased by 1.7% to €65.1 million in the second quarter 2002 from €66.2 million to the first quarter 2002. This decrease results from lower sales in the United Kingdom due to an ongoing decline in the beverage business partially offset by a continuing higher sales in the Spanish pipeline business.

•: Net sales in Eastern Europe increased slightly by 0.2% to €54.1 million in the second quarter 2002 from €54.0 million to the first quarter 2002. Whereas sales in the second quarter in Croatia and Bulgaria decreased due to lower demand in the ship building industry and temporary product shortfall, respectively, sales in the Czech Republic and Poland increased due to a gain of new customers.
•: Net sales in North America decreased by 6.8% to €87.2 million in the second quarter 2002 from €93.6 million to the first quarter 2002. This decrease is mainly caused by the negative currency impact due to the decline in the value of the US$ against the Euro in the second quarter 2002. In detail this results in lower sales of €7.6 million. Assuming constant foreign exchange rates sales increased by 1.2% in the second quarter 2002 due to stronger pipeline and bulk sales.

Cost of sales. Cost of sales decreased by 1.5% to €188.8 million in the second quarter 2002 from €191.6 million in the first quarter 2002. Cost of sales consist primarily of raw material costs (principally energy costs), purchased parts and direct labor, as well as manufacturing overheads and depreciation.

The absolute decrease is caused by lower sales as compared to the first quarter 2002. However, the relative increase in cost of sales resulted from additional depreciation for the start up of a new Air Separation Unit in Germany as well as higher hardware sales in the U.K. and additional transportation costs due to temporary lack in CO₂ product supply resulting from production shortages from our suppliers in France and Yugoslavia which caused the gross margin to decline from 50.4% to 49.9%.

Distribution and selling costs. Distribution and selling costs decreased by 3.3% to €117.3 million in the second quarter 2002 from €121.3 million to the first quarter 2002. Distribution and selling costs consist primarily of sales organization costs, transport of gases and cylinders from the production site or filling station to the customer, depreciation of the cylinders and tanks at the customer site, advertising and sales promotions, commissions and freight.

The decrease in distribution and selling costs primarily relates to our ongoing successful cost savings initiatives especially in Germany where we have substantially lowered our cost base.

General and administrative costs. General and administrative expenses decreased by 6.2% to €32.8 million in the second quarter 2002 from €35.0 million to the first quarter 2002. General and administrative costs consist primarily of personnel costs attributable to general management, finance and human resources functions, as well as other corporate overhead charges.

The decrease in general and administrative costs primarily relates to our ongoing successful cost savings initiatives especially in Germany and the U.K. where we have substantially lowered our cost base.

Operating profit. Operating profit increased to €31.9 million in the second quarter 2002 from €28.1 million in the first quarter 2002 based essentially on the factors described below.

	Messer Griesheim Holding AG
	Three Months Ended June 30, 2002		Three Months Ended March 31, 2002
	€ (in millions)		€ (in millions)
Operating profit (loss) (Business Areas)
Germany	26.5		24.3
Western Europe, excluding Germany	2.7		2.1
Eastern Europe	7.1		7.3
North America	6.2		4.7
Others	2.3		2.4
Reconciliation / Corporate	(12.9	)	(12.7	)

Total	31.9		28.1

•: In Germany, the operating profit increased 9.1% to €26.5 million in the second quarter 2002 as compared to an operating profit of €24.3 million in the first quarter 2002. This increase results primarily from cost savings more than offsetting the negative impact of lower sales.
•: In Western Europe, excluding Germany, the operating profit increased significantly to €2.7 million in the second quarter 2002 compared to an operating profit of €2.1 million in the first quarter 2002. This increase is due to stronger high margin pipeline sales in Spain as well as an effective cost management in Switzerland offsetting the impact of decreased margins in the U.K.
•: In Eastern Europe, the operating profit decreased 2.7% to €7.1 million in the second quarter 2002 compared with an operating profit of €7.3 million in the first quarter 2002. The first quarter 2002 included a €1 million write off on accounts receivables in Greece. Excluding this item operating profit in the second quarter decreased 14.5% on a comparable base. This is primarily due to higher transportation costs in Yugoslavia caused by a temporary lack in CO₂ product supply resulting from production shortages from our suppliers.
•: In North America, the operating profit increased 31.9% to €6.2 million in the second quarter 2002 as compared to €4.7 million in the first quarter 2002. This increase is due to price increases in bulk and pipeline becoming fully effective in the second quarter 2002 as well as lower energy costs. Furthermore, the product mix in the second quarter 2002 resulted in higher proportionate sales from better margin pipeline and bulk businesses.

Interest expense, net. Net interest expense increased 16.5% to €41.0 million in the second quarter 2002 from €35.2 million in the first quarter 2002. This increase is due to penalties for voluntary early repayment of debt (€2.0 million) as well as non-cash expenses relating to the write-off of financing costs relating to the debt repayment (€4.8 million). The average interest rate also increased from 8.2% to 8.3% per annum.

Income taxes. In the second quarter 2002 the Company recorded income tax expense of €8.0 million, compared to an income tax expense of €3.2 million in the first quarter 2002. Despite our operating loss the income tax expense increased mainly due to non deductible interest expense and goodwill amortization as well as withholding taxes on dividends received.

Liquidity and Capital Resources

Cash Flows for the Three Months Ended June 30, 2002 and the Three Months Ended March 31, 2002

The following table summarizes our cash-flow activity during the three months ended June 30, 2002 and the three months ended March 31, 2002.

	Messer Griesheim Holding AG
	Three Months Ended June 30, 2002		Three Months Ended March 31, 2002
	€ (in millions)		€ (in millions)
Cash flow from operating activities	88.4		85.8
Cash flow from (used in) investing activities	5.1		(21.6	)
Cash flow used in financing activities	(174.6	)	(37.5	)
Cash and cash equivalents, end of period	126.4		214.0

Cash flow from operating activities. The cash flows from operating activities increased to €88.4 million from €85.8 million. Operating cash flows in the three months period ended June 30, 2002 reflect a net loss of €18.9 million, consisting of EBIT (earnings before interest and taxes) of €30.1, net of interest and taxes of €41.0 and €8.0, respectively. Operating cash flows in the first quarter of 2002 reflects a net loss of €13.4 million, consisting of EBIT (earnings before interest and taxes) of €25.0 million, net of interest and taxes of €35.2 million and €3.2 million, respectively.

Cash flow from (used in) investing activities. The cash flow used in investing activities increased to €5.1 million from €(21.6) million. The increase mainly resulted from increased proceeds from the sale of investments to €27.7 million from €5.3 million.

Cash flow used in financing activities. The company used €174.6 million in cash for financing activities during the three-months ended period June 30, 2002. Cash flows for financing activities during the second quarter of 2002 were applied to pay principal and interest payments related to our corporate debt of €126.6 million and €45.5 million, respectively. Cash flows for financing activities during the first quarter of 2002 included interest paid of €30.6 million and principal reductions of corporate debt of €5.1 million.

Contractual Obligations

The following table summarizes our contractual obligations as of June 30, 2002:

	Less than 1 year	1-3 years	4-5 years	After 5 years	Total
	€ (in millions)	€ (in millions)	€ (in millions)	€ (in millions)	€ (in millions)
Contractual Obligations
Long-Term Debt	37.7	84.3	118.2	1,110.1	1,350.3
Capital Lease Obligations(1)	16.7	54.4	59.2	33.2	163.5
Operating Lease Obligations	8.1	15.8	13.9	50.3	88.1
Commitments
Other Long-Term Obligations(2)					32.0
ACIC Joint Ventures(4)					32.0
Financial Guarantees(3)					125.1
Long-Term Purchase Agreements					63.3
Commitments for capital to be funded to equity and cost method investees					21.2

(1): The capital lease obligations include an interest portion of €29.6 Mio.
(2): Other financial obligations not included in the consolidated balance sheet relate to long-term commitments for capital expenditures of €32.0 million at June 30, 2002.
(3): Financial guarantees mainly include guarantees for leased machinery and equipment at various subsidiaries of €74.4 million, guarantees for at equity consolidated subsidiaries of €25.9 million, and guarantees for third party debt of deconsolidated subsidiaries formerly included in assets available for sale from the divestiture program of €8.0 million.
(4): Commitments to acquire joint venture interests currently owned by Aventis.

Anticipated Uses/Expenditures and Sources of Funds

Capital expenditures in our core markets as a percentage of net sales were 7.0% in the six-months period ended June 30, 2002. A core component of our strategy is to reduce Messer Griesheim's historically high levels of capital expenditure.

We will require funds to meet scheduled debt repayments and to fund the planned acquisition, of the ACIC joint ventures from Aventis as elsewhere stated in this Form 6-K, with a purchase price of €32.0 million plus interest and the assumption of existing debt (approximately €14.0 million at June 30, 2002).

We had total indebtedness (including finance leases) of €1,484.2 million at June 30, 2002, of which €1,437.5 million was long-term indebtedness. The indebtedness was primarily due to banks and our bondholders and had an average rate of interest of approximately 8.3% as of June 30, 2002.

Messer Griesheim's principal sources of funds have been cash flow from operations and borrowings from banks. We expect that, going forward, we will finance on-going operations and finalize our implementation of our cost-savings measures and information-technology improvements with a combination of existing cash balances and operating cash flows, and available funds from our credit lines. We expect that our other cash requirements will be met through operating cash flows.

As of June 30, 2002, we had in place unused credit lines totaling €297.0 million. In addition, certain of our subsidiaries have unused available credit lines under local facilities.

Interest Rate Risk Management

We are exposed to interest rate risk mainly through our debt instruments. We manage interest rate risk on a group-wide basis with a combination of fixed and floating rate instruments designed to balance the fixed and floating interest rates. We have entered into interest rate swap agreements that effectively convert a major portion of our floating rate indebtedness to a fixed rate basis for the next two and one half years, thus reducing the impact of interest rate changes on future interest expense.

As of June 30, 2002, approximately 94% of our debt facilities were hedged to comply with the terms of our senior facilities agreement. The remaining 6% of our multicurrency debt facilities have floating rates. With respect to such portion of the debt facilities for each fluctuation in market interest rates of 1%, the interest expense related to such portion of the debt facilities would fluctuate by €0.9 million annually.

Foreign Exchange Risk Management

We also are exposed to foreign currency exchange risk related to foreign currency denominated assets and liabilities and debt service payments denominated in foreign currencies. We manage foreign currency exchange risk on a group-wide basis using exchange forward contracts. Our current policy with respect to limiting foreign currency exposure is to hedge foreign currency exposures when appropriate.

For the majority of our operations, we have local production facilities which generate cash flows in local currencies. These cash flows generally match local expenditures and debt service of these operations, resulting in a 95% or greater "natural hedge" as of June 30, 2002.

The most significant foreign exchange rate risks exist in Central America, Eastern Europe and China where we produce locally. A portion of our debt serviced by these facilities is in Euros and U.S. dollars. Accordingly, we depend on the stability of currencies in these countries in order to service these debts. The total Euro and US dollar denominated debt in these countries is €31.0 million. The single largest debt is approximately €9.0 million in Poland. An increase or decrease of 10% of the PLN Zloty against the Euro would result in a pretax impact of approximately €1 million on our annual results of operations. If all the currencies in these countries depreciate against the Euro and the U.S. Dollar, a 10% change would impact our consolidated net results by approximately €3 million annually on a pretax basis.

Our reporting currency is the Euro. The net assets outside the "Euro zone" are subject to currency fluctuations against the Euro. The most volatile currencies are those of Eastern Europe, China, and Central America. Normally, we do not hedge the net assets of foreign subsidiaries. Except for our subsidiary located in Yugoslavia, a hyperinflationary economy, in the event the Euro significantly increases in value relative to other currencies, the accounting treatment would result in a charge against our equity without any effect on net income.

Derivative Financial Instruments

The table below provides information about our significant derivative financial instruments that are sensitive to changes in interest and foreign currency exchange rates as of June 30, 2002. The table presents the notional amounts and the weighted average contractual foreign exchange rates. The terms

of our cross-currency exchange forward contracts generally do not exceed one year. At June 30, 2002, our interest rate swaps had remaining terms of two and one half years.

		Contract Notional Amount	Contractual Rates	Fair value June 30, 2002
		(€ equivalent in thousands, except for contractual rates)
		€'000	%	€'000
Interest rate cap contracts
	Euro	25,565	5.50000	64	(1)
Interest rate swap contracts
	Euro	86,573	4.45500	(649	)
	Euro	220,000	4.69500	(2,876	)
	Euro	53,350	4.73000	(696	)
	British pounds sterling	26,882	5.81000	(369	)
	U.S. dollar	249,492	5.00000	(8,845	)
	U.S. dollar	1,160	5.00000	(41	)
	U.S. dollar	24,782	4.96500	(798	)
	Euro	43,650	4.65250	(519	)
Forward interest rate swap contracts
	Euro	170,000	4.84500	(51	)
	U.S. dollar	225,587	5.18500	(86	)
		Forward exchange rate
Foreign currency forward contracts
	Euro/U.S. dollar	25,065	0.87590	(3,268	)(1)
	British pounds sterling/U.S. dollar	1,260	1.52200	6	(1)

(1): Free standing derivatives, which are marked-to-market through earnings

Commodity Price Risk

We are exposed to commodity price risks through our dependence on various raw materials, such as chemical and energy prices. We seek to minimize these risks through our sourcing policies, operating procedures and pass through clauses in our product pricing agreements. We currently do not utilize derivative financial instruments to manage any remaining exposure to fluctuations in commodity prices.

Risk Identification and Analysis

The identification and analysis of risks relating to our operations is conducted through the application of an enterprise-wide risk management system, encompassing all of our activities worldwide. The goal of this risk management system is to foster a group-wide culture of risk management using a common set of objectives and standards in the measurement and treatment of risk. As with any risk management system, the results are based on individual assessments that may be subject to error. There is no guarantee that this system will consistently identify all of the important risks or provide an adequate assessment of their potential impact.

We are exposed to market risk through our commercial and financial operations as described above. We are implementing a hedging policy to reduce some of these exposures, but we may still incur losses as a result of changes in currency exchange rates, interest rates and commodity risk. We do not purchase or sell derivative financial instruments for trading purposes.

Reconciliation to U.S. GAAP

Initial Adoption of Accounting Policies

Effective July 1, 2001, the Company adopted Statement 141 "Business Combinations" and certain provisions of SFAS 142 "Goodwill and Other Intangible Assets". The Company adopted SFAS 142 in its entirety on January 1, 2002. SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, as well as all purchase method business combinations completed after June 30, 2001. SFAS 141 also specifies criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported separately from goodwill, and also indicates that any purchase price allocable to an assembled workforce may not be accounted for separately. Additionally, SFAS 141 required, upon adoption of SFAS 142 in its entirety, that the Company evaluate its existing intangible assets and goodwill that were acquired in a prior purchase business combination, and to make any necessary reclassifications in order to conform with the new criteria in SFAS 141 for recognition apart from goodwill. SFAS 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead will be tested for impairment annually (or more frequently if impairment indicators arise) in accordance with the provisions of SFAS 142. Intangible assets with definite useful lives will be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". The Company has completed the first step of the transitional impairment test. As the result, an indication of impairment exists in reporting units located in North America and Eastern Europe. The second step of the impairment test will be completed by the end of the current fiscal year. Any transitional impairment loss will be recognized as a cumulative effect of a change in accounting principle.

In August 2001, the FASB approved for issuance SFAS 144. This Statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement supersedes SFAS 121 and the accounting and reporting provisions of APB Opinion No. 30 "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions", for the disposal of a segment of a business (as previously defined in that Opinion). This Statement also amends ARB No. 51 "Consolidated Financial Statements" to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The Company adopted the provisions of this Statement on January 1, 2002. The adoption of the new pronouncement did not have a material effect on the unaudited interim condensed consolidated financial statements. However, the Company has noted that certain provisions of SFAS 144 will potentially impact its accounting and reporting for the remaining subsidiaries to be sold under its divestiture program. The Company has also noted that the provisions of SFAS 144 would supersede certain provisions of EITF 87-11 and EITF 90-6 as they relate to allocation of purchase price in a business combination where the acquirer intends to sell a portion of the operations of the acquired enterprise and, as a result, had SFAS 144 been applied in accounting for the acquisition transactions, certain of the differences between U.S. GAAP and IAS relating to operations and entities included in the divestiture program would not have occurred.

Main Differences

Our results as reported under IAS differ from our results as reconciled to U.S. GAAP, principally as a result of the different treatment under U.S. GAAP of:

•: allocation of purchase price to assets to be sold,
•: amortization of goodwill for periods after December 31, 2001
•: restructuring costs,
•: transaction costs incurred by our parent on our behalf,

•: impairment of long lived assets,
•: assembled workforce (intangible asset),
•: foreign currency gains and losses on borrowing costs directly attributable to construction,
•: provisions for pensions and similar obligations, and
•: gains and losses related to financial instruments.

The significant differences between IAS and U.S. GAAP applicable to the financial statements presented herein are summarized below and further discussed elsewhere in this document.

Three Months Ended June 30, 2002, Two Months Ended June 30, 2001 and One Month Ended April 30, 2001

Net loss as reported under IAS was €18.9 million in the three month period ended June 30, 2002 and €11.3 million as reconciled to U.S. GAAP. The main difference between net loss reported under IAS and net loss reported under U.S. GAAP is primarily due to the discontinuation of goodwill amortization under U.S. GAAP upon adoption of SFAS 142.

In the two month period ended June 30, 2001 and the one month period ended April 30, 2001 the net loss reported under IAS was €14.9 million and €6.8 million, respectively and €15.6 million and €6.8 million as reconciled to U.S. GAAP. The difference between net loss reported under IAS and net loss reported under U.S. GAAP is primarily due to amortization expense and assets to be sold within one year of the date of the acquisition transaction and to the tax effect under U.S. GAAP associated with these adjustments.

Six Months Ended June 30, 2002, Two Months Ended June 30, 2001 and Four Months Ended April 30, 2001

Net loss as reported under IAS was €32.3 million in the first six months ended June 30, 2002 and €16.6 million as reconciled to U.S. GAAP. There were reconciling adjustments of €0.6 million in first six months ended June 30, 2002 between IAS and U.S. GAAP relating to assets to be sold within one year of the date of the acquisition transaction. The remaining difference between net loss reported under IAS and net loss reported under U.S. GAAP is primarily due to the discontinuation of goodwill amortization under U.S. GAAP upon adoption of SFAS 142, provisions for pension and similar obligations and the tax effect under U.S. GAAP associated with these adjustments.

In the two month period ended June 30, 2001 and the four month period ended April 30, 2001 the net loss reported under IAS was €14.9 million and €13.5 million, respectively and €15.6 million and €13.4 million as reconciled to U.S. GAAP. The difference between net loss reported under IAS and net loss reported under U.S. GAAP is primarily due to amortization expense and assets to be sold within one year of the date of the acquisition transaction and to the tax effect under U.S. GAAP associated with these adjustments.

MESSER GRIESHEIM HOLDING AG
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in € thousands, unless otherwise stated)

		Successor				Predecessor
		Messer Griesheim Holding AG				Messer Griesheim GmbH
	Note	Three Months Ended June 30, 2002		Two Months Ended June 30, 2001		One Month Ended April 30, 2001
Net sales		377,033		265,973		139,313
Cost of sales		(188,794	)	(130,097	)	(72,545	)
Gross profit		188,239		135,876		66,768
Distribution and selling costs		(117,269	)	(79,567	)	(42,063	)
Research and development costs		(2,698	)	(2,171	)	(1,510	)
General and administrative costs		(32,806	)	(18,845	)	(10,498	)
Other operating income		8,801		813		3,986
Other operating expense		(8,627	)	(6,118	)	(1,409	)
Impairment of intangible assets and property, plant and equipment		—		—		(2,356	)
Restructuring and reorganization charges	8	(3,718	)	(4,258	)	(417	)
Operating profit		31,922		25,730		12,501
Equity method investments expense, net		(204	)	(7,978	)	(2,113	)
Other investment expense, net		(1,003	)	(5,287	)	(5,311	)
Interest expense, net	4	(41,012	)	(24,143	)	(11,286	)
Changes in fair value of investments in subsidiaries available for sale	9	186		1,234		—
Other financial income (expense), net		1,859		(1,888	)	457
Non-operating expense		(40,174	)	(38,062	)	(18,253	)
Loss before income taxes and minority interests		(8,252	)	(12,332	)	(5,752	)
Income tax expense, net	10	(7,978	)	(858	)	(941	)
Loss before minority interests		(16,230	)	(13,190	)	(6,693	)
Minority interests, net of income taxes		(2,627	)	(1,712	)	(112	)
Net loss		(18,857	)	(14,902	)	(6,805	)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

MESSER GRIESHEIM HOLDING AG
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in € thousands, unless otherwise stated)

		Successor				Predecessor
		Messer Griesheim Holding AG				Messer Griesheim GmbH
	Note	Six Months Ended June 30, 2002		Two Months Ended June 30, 2001		Four Months Ended April 30, 2001
Net sales		763,453		265,973		574,463
Cost of sales		(380,424	)	(130,097	)	(293,414	)
Gross profit		383,029		135,876		281,049
Distribution and selling costs		(238,523	)	(79,567	)	(177,182	)
Research and development costs		(6,485	)	(2,171	)	(6,599	)
General and administrative costs		(67,778	)	(18,845	)	(45,027	)
Other operating income		15,437		813		10,242
Other operating expense		(21,497	)	(6,118	)	(11,133	)
Impairment of intangible assets and property, plant and equipment		—		—		(2,356	)
Restructuring and reorganization charges	8	(4,126	)	(4,258	)	(2,540	)
Operating profit		60,057		25,730		46,454
Equity method investments expense, net		(214	)	(7,978	)	(5,106	)
Other investment expense, net		(694	)	(5,287	)	(4,544	)
Interest expense, net	4	(76,246	)	(24,143	)	(36,364	)
Changes in fair value of investments in subsidiaries available for sale	9	(506	)	1,234		—
Other financial income (expense), net		1,639		(1,888	)	(6,990	)
Non-operating expense		(76,021	)	(38,062	)	(53,004	)
Loss before income taxes and minority interests		(15,964	)	(12,332	)	(6,550	)
Income tax expense (net)	10	(11,224	)	(858	)	(4,813	)
Loss before minority interests		(27,188	)	(13,190	)	(11,363	)
Minority interests, net of income taxes		(5,063	)	(1,712	)	(2,135	)
Net loss		(32,251	)	(14,902	)	(13,498	)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

MESSER GRIESHEIM HOLDING AG
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in € thousands, unless otherwise stated)

	Note	As of June 30, 2002		As of December 31, 2001
Assets
Intangible assets		817,725		852,809
Property, plant and equipment		1,544,865		1,697,679
Equity method investments		18,241		19,186
Cost method and other investments		55,871		59,347
Deferred tax assets		5,666		4,546
Other long-term receivables, net and other assets	11	36,397		43,081
Non-current assets		2,478,765		2,676,648
Inventories	12	84,992		80,098
Trade accounts receivable, net		287,822		290,743
Investments in subsidiaries available for sale	9	17,771		42,183
Other receivables and other assets		53,775		71,796
Cash and cash equivalents	13	126,386		188,018
Current assets		570,746		672,838
Total assets		3,049,511		3,349,486
Stockholders` equity and liabilities
Issued capital and reserves		967,180		967,180
Accumulated deficit		(101,782	)	(69,531	)
Cumulative other comprehensive income (loss)		(65,764	)	5,740
Stockholders` equity		799,634		903,389
Minority interests		83,343		88,138
Provisions for pensions and similar obligations		168,067		166,356
Other provisions		55,455		53,344
Corporate debt, less current portion	4	1,375,797		1,540,312
Deferred tax liabilities		134,194		135,933
Other liabilities		27,878		25,353
Non-current liabilities		1,761,391		1,921,298
Other provisions		138,775		159,215
Corporate debt	4	36,431		40,927
Trade accounts payable		110,788		118,344
Miscellaneous liabilities		119,149		118,175
Current liabilities		405,143		436,661
Total stockholders` equity and liabilities		3,049,511		3,349,486

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

MESSER GRIESHEIM HOLDING AG
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY
(Amounts in € thousands, unless otherwise stated)

Predecessor

					Other comprehensive income
					Other comprehensive income		Cumulative other comprehensive income
	Subscribed capital	Additional paid-in capital	Accumulated deficit		Hedging reserve	Translation reserve	Cumulative other comprehensive income	Total Stockholders' Equity
Balance as of December 31, 2000	276,098	158,386	(80,164	)	—	84,204	84,204	438,524
IAS 39 transition adjustment	—	—	335		—	—	—	335
Net loss	—	—	(13,498	)	—	—	—	(13,498	)
Translation adjustment	—	—	—		—	3,522	3,522	3,522

Balance as of April 30, 2001	276,098	158,386	(93,327	)	—	87,726	87,726	428,883

Successor

					Other comprehensive income
					Other comprehensive income				Cumulative other comprehensive income (loss)
	Subscribed capital	Additional paid-in capital	Accumulated deficit		Hedging reserve		Translation reserve		Cumulative other comprehensive income (loss)		Total Stockholders' Equity
Balance as of May 01, 2001	90	967,090	—		—		—		—		967,180
Change in fair value of derivatives	—	—	—		712		—		712		712
Net loss	—	—	(14,902	)	—		—		—		(14,902	)
Translation adjustment	—	—	—		—		20,987		20,987		20,987
Balance as of June 30, 2001	90	967,090	(14,902	)	712		20,987		21,699		973,977
Balance as of December 31, 2001	90	967,090	(69,531	)	(9,199	)	14,939		5,740		903,389
Change in fair value of derivatives	—	—	—		607		—		607		607
Net loss	—	—	(32,251	)	—		—		—		(32,251	)
Translation adjustment	—	—	—		—		(72,111	)	(72,111	)	(72,111	)
Balance as of June 30, 2002	90	967,090	(101,782	)	(8,592	)	(57,172	)	(65,764	)	799,634

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

MESSER GRIESHEIM HOLDING AG
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in € thousands, unless otherwise stated)

			Successor				Predecessor
			Messer Griesheim Holding AG				Messer Griesheim GmbH
			Six Months Ended June 30, 2002		Two Months Ended June 30, 2001		Four Months Ended April 30, 2001
Losses before income taxes and minority interests			(15,964	)	(12,332	)	(6,550	)
Income taxes (paid) refunded			(11,885	)	(3,498	)	6,964
Depreciation and amortization of property, plant and equipment and intangible assets			131,914		39,416		76,923
Changes in fair value of investments in subsidiaries available for sale			506		(1,234	)	—
Write-down of investments			1,323		—		—
(Gain) / losses on disposals of property, plant and equipment and investments			1,979		—		7,186
Unrealized exchange gains			(14,077	)	—		—
Non-cash changes in equity method investments			214		18,961		(5,106	)
Interest expense, net			76,246		24,143		36,364
Other financial (income) expense, net			(1,639	)	1,888		6,990
Changes in inventories			(7,351	)	3,340		(10,474	)
Changes in receivables and other assets			16,555		35,501		(25,464	)
Changes in provisions			(17,784	)	(25,951	)	(68,752	)
Changes in accounts payable and other liabilities			14,132		(7,894	)	(26,991	)
Cash flow from (used in) operating activities			174,169		72,340		(8,910	)
Purchases of property plant and equipment and intangible assets			(49,997	)	(29,062	)	(49,467	)
Purchases of investments and loans to related parties			(3,142	)	(37,233	)	(35,429	)
Investments in subsidiaries available for sale for extinguishment of debt			(5,653	)	—		—
Proceeds from the sales of property plant and equipment and intangible assets			3,124		15,316		68
Proceeds from the sales of investments			32,962		59		13,746
Interest received			6,240		1,301		5,086
Cash flow used in investing activities			(16,466	)	(49,619	)	(65,996	)
Capital contribution			—		30		66,962
Net proceeds from additions to non-current corporate debt			—		448,480		118,656
Repayments of non-current corporate debt			(129,339	)	—		—
Net (repayment of) proceeds from current corporate debt			(2,337	)	(545,986	)	133,407
Dividends paid to minority interest			(5,947	)	—		(4,012	)
Interest paid			(76,105	)	(25,444	)	(60,469	)
Other financial income (expenses), net			1,639		(1,888	)	(6,990	)
Cash flow from (used in) financing activities			(212,089	)	(124,808	)	247,554
Cash flow from (used in) operating, investing and financing activities			(54,386	)	(102,087	)	172,648
Effect of exchange rate changes on cash and cash equivalents			(7,246	)	670		3,522
Cash from investments in subsidiaries available for sale			—		(14,812	)	—
Changes in cash and cash equivalents			(61,632	)	(116,229	)	176,170
Cash and cash equivalents
	at beginning of reporting period		188,018		226,573		50,403
	at end of reporting period		126,386		110,344		226,573
Supplemental cash flow information:
	Non-cash financing activities
		Fair value of assets acquired in acquisitions, other than cash(1)	—		2,732,025		—
		Fair value of liabilities assumed	—		2,734,628		—
		Increase in stockholders' equity	—		967,180		—

(1): Cash and cash equivalents existing as of April 30, 2001 in the Predecessor financial statements is reflected as cash and cash equivalents at the beginning of the period. No other cash was transferred at the time of acquisition (see note 3).

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

MESSER GRIESHEIM HOLDING AG
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in € thousands, unless otherwise stated)

1. Background and basis of presentation

Messer Griesheim Holding AG ("the Company" or "Successor") is a supplier of industrial gases. The Company produces and markets industrial gases (including oxygen, nitrogen, argon, helium, carbon dioxide, hydrogen and rare and high-purity gases), gas application processes and customer-site gas production systems. The Company's primary customers include major industrial, chemical and pharmaceutical manufacturers, and the food processing and waste treatment industries. Messer Griesheim Group GmbH & Co. KGaA owns 100% of the shares of Messer Griesheim Holding AG, 33.33% of which is owned directly and 66.67% which is owned through its wholly owned Diogenes 20.Vermögensverwaltung GmbH.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards ("IAS") as adopted by the International Accounting Standards Board and include the accounts of all companies which it controls (collectively, "the Messer Group", "Messer" or "Messer Griesheim GmbH" or the "Group").

The Successor, incorporated on November 6, 1996, was a dormant company until April 30, 2001, when it was activated to become the holding company for the shares of Messer Griesheim GmbH ("Predecessor"). As of December 31, 2000, the Successor had net assets aggregating €44.9, represented by current assets of €50.7 and current liabilities of €5.8. As discussed in note 3, the Predecessor was re-capitalized to effect the acquisition transactions which have been accounted for at fair value. Accordingly, the assets and liabilities of the Group have been recorded at their estimated fair values as of April 30, 2001, the date of the acquisition transactions. As a result, the financial statements of the Group for periods prior to the acquisition are not comparable to the Group's financial statements for periods subsequent to the acquisition. To highlight this lack of comparability, a solid line has been inserted, where applicable, to distinguish information pertaining to the pre-acquisition and post-acquisition periods. The refinancing transactions and the divestiture program adopted by the Group are described in notes 4 and 9, respectively.

The unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments of a normal, recurring nature necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with IAS have been condensed or omitted. These unaudited interim condensed consolidated financial statements have been prepared using accounting principles consistent with those we apply in the preparation of our annual financial statements and should, therefore, be read in conjunction with the successors's December 31, 2001 consolidated financial statements and notes thereto. The results of operations for the interim 2002 periods presented are not necessarily indicative of the operating results to be expected for the full year.

The preparation of unaudited interim condensed consolidated financial statements in conformity with IAS requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain reclassifications have been made to the financial statement presentation of prior periods to conform such presentation to the current period presentation.

2. New IAS accounting standards

The Group has adopted each of the following standards effective January 1, 2001. Unless otherwise stated, adoption of these standards did not have a material impact on the Group's financial position or results of operations.

In 1998 the IASC issued IAS 39 "Financial Instruments: Recognition and Measurement". IAS 39 was effective for fiscal periods beginning after December 31, 2000. The standard significantly increases the use of fair values in accounting for financial instruments. In addition, it establishes specific criteria relating to hedge accounting. Adoption of this standard on January 1, 2001 resulted in a €335 cumulative effect of change in accounting principles, which is net of deferred taxes totaling €223, reported in other comprehensive income.

In 2000 the IASC issued IAS 40 "Investment Property". IAS 40 was effective for financial statements covering periods beginning on or after January 1, 2001. IAS 40 prescribes the accounting treatment for investment property and related disclosure requirements and replaces previous standard set forth in IAS 25 "Accounting for Investments". Under IAS 40, investment property is defined as property held to earn rentals or for capital appreciation or both rather than for use in the production or supply of goods or services or for administrative purposes or for sale in the ordinary course of business. The Group has opted for the cost model under which investment property is measured at depreciated cost less any impairment losses.

In 2000 the IASC revised IAS 19 "Employee Benefits". IAS 19 (revised 2000) was effective for fiscal periods beginning on or after January 1, 2001. The standard changes the definition of plan assets and introduces recognition, measurement and disclosure requirements for reimbursements. The standard prescribes the accounting and disclosure by employers for employee benefits, post employment benefits, other long-term employee benefits, termination benefits and equity compensation benefits.

3. Acquisition transactions

On December 31, 2000, Aventis S.A. (parent company to Hoechst AG ("Hoechst")) entered into an agreement with Allianz Capital Partners ("ACP") and six private equity funds managed by affiliates of The Goldman Sachs Group, Inc. (the "GS Funds"), regarding the purchase of Hoechst's shares in Messer Griesheim. The transaction was consummated on April 30, 2001.

In order to facilitate the purchase of Hoechst's shares in Messer Griesheim by ACP and the GS Funds, Hoechst transferred its 66²/3% share interest in Messer Griesheim to the Company. On April 30, 2001 Messer Industrie GmbH ("MIG") transferred its 33¹/3% equity interest in Messer Griesheim to the Company for nominal cash and a 33¹/3% equity interest in the Company. As explained in the following paragraph, the Company was then immediately acquired by Messer Griesheim Group GmbH.

ACP and the GS funds formed a new company, Messer Griesheim Group GmbH & Co KGaA. On April 30, 2001, through Messer Griesheim Group GmbH & Co KGaA, ACP and the GS Funds acquired Hoechst's share of the Company for €618 million, payable in cash (€388 million) and deferred notes (€230 million). The €230 million note is due from Messer Griesheim Group GmbH & Co KGaA on November 11, 2011, together with interest which, although not currently payable, will accrue thereon at a rate of 250 basis points above the three month EURIBOR. In certain circumstances, the deferred purchase price may be payable earlier. Further, Hoechst has been issued 300,000 bonds (€300) which are convertible into 3% of the equity shares of Messer Griesheim Group GmbH & Co KGaA upon the occurrence of certain events at a nominal conversion price. In addition, MIG transferred its share in the Company for a 32.67% share in Messer Griesheim Group GmbH & Co KGaA and cash of €33.2 million. MIG is also entitled to receive additional cash consideration of up to €35.8 million upon the occurrence of certain events. As a result of the foregoing transactions, the Company was 100%

owned by Messer Griesheim Group GmbH & Co KGaA, which in turn was owned by ACP (33.665%), the GS Funds (collectively 33.665%) and Messer Industrie GmbH (32.67%) at April 30, 2001.

Also as a result of the foregoing transactions, the Company owns 100% of Messer Griesheim.

The foregoing transactions have been accounted for in a manner similar to an acquisition of Messer Griesheim. Accordingly, the purchase consideration for the acquisition transaction has been allocated to the assets acquired and liabilities assumed as of April 30, 2001, the date of consummation of the acquisition transactions, based on their estimated fair values.

As part of the business combination agreement, Hoechst and Messer Griesheim Group GmbH & Co. KGaA received a "call" option and a "counter-call" option, respectively, on 66²/3% of the shares of the Company. During January 2002, a subsidiary of Hoechst exercised its "call" option to acquire the 66²/3% of the Company for a promissory note in the amount equal to the purchase price paid by Messer Griesheim Group GmbH & Co. KGaA for its interest in the Company. Messer Griesheim Group GmbH & Co. KGaA subsequently exercised its "counter-call" option to acquire the Hoechst subsidiary (and re-acquire indirectly the shares of the Company) for a nominal amount. The "call" and "counter-call" provisions were included as part of the business combination agreement to meet German tax planning requirements of Hoechst.

The purchase price allocation resulted in goodwill amounting to €581.3 million as of April 30, 2001. Goodwill represents the excess of the cost of the acquisition transactions over the fair value of the assets acquired and liabilities assumed. Goodwill arising from acquisition transactions is being amortized on a straight-line basis over an estimated useful life of twenty years. The cost of acquisition may be adjusted pending resolution of certain contingencies.

4. Financing transactions

Refinancing transactions

Pursuant to the debt covenants, a substantial portion of Messer Griesheim's existing debt became due and payable upon the change in control, which occurred on April 30, 2001 (see note 3). As a result, Messer Griesheim entered into refinancing transactions with a consortium of banks during April and May 2001. The refinancing transactions involved borrowings under a senior facilities agreement with aggregate available funds of €1,650 million (€ 1,340 million of term loan facilities and €310 million under a revolving facility), and a mezzanine bridge facility in the aggregate amount of €400 million.

The amounts borrowed under the senior facilities agreement (€1,160.0 million) and under the mezzanine bridge facility (€400.0 million) were used, in part, to repay Messer Griesheim's existing debt obligations of €1,303.0 million. As the existing debt was repaid in connection with the acquisition transactions, the prepayment penalties aggregating €19.1 million have been reflected as part of the purchase accounting adjustments. No part of the existing debt or the refinanced debt was used to finance the acquisition transactions. Refinancing costs of €90.0 million were capitalized, and are being amortized over the period of maturities of the borrowings and principal reductions using the effective interest rate method.

The senior facilities agreement contains certain covenants that require Messer Griesheim, among other things, to maintain certain specified financial ratios, to observe capital expenditure limits, and to ensure that the combination of the repayment of the senior term disposal facility and the assumption of indebtedness by third parties in connection with the divestment of assets will result in the reduction of the aggregate indebtedness of Messer Griesheim and its consolidated subsidiaries by at least €255.0 million by April 2003.

Senior Notes

On May 16, 2001, the Company issued €550.0 million principal amount of 10.375% Senior Notes maturing on June 1, 2011. At any time prior to June 1, 2006, the Company may redeem all but not part of the Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus a redemption premium and unpaid interest, and special interest, if any, to the redemption date. At any time on or after June 1, 2006, the Company may redeem all or part of the Senior Notes at specific redemption prices, expressed as percentages of the principal amount, accrued and unpaid interest, special interest, if any, and additional amounts, if any, to the applicable redemption date on a sliding scale. In addition, prior to June 1, 2004, the Company may redeem up to 35% of the Senior Notes with the proceeds of one or more public equity offerings at a redemption price equal to 110.375% of the principal amount of the Senior Notes redeemed.

The proceeds from these Senior Notes have been used by the Company to make an inter-company loan to Messer Griesheim. Messer Griesheim used the inter-company loan to extinguish the mezzanine bridge facility of €400.0 million, prepay €115.0 million principal of the outstanding term borrowings under the senior facilities agreement, and the balance of €35.0 million for general corporate purposes. The issuance cost of the Senior Notes of €14.4 million has been capitalized and is being amortized over the period to maturity and principal reductions under the effective interest rate method. The Company is dependent upon the payments it receives under the inter-company loan to make interest and repayments on the Senior Notes. The claims of the Company under the inter-company loan are subordinated to the claims of the lenders under the senior facilities. Payments on the inter-company loan are not permitted in certain cases involving payment and non-payment defaults under the senior facilities.

The aggregate facilities, outstanding amounts borrowed as of June 30, 2002 and the maturity profile is given below:

Description	Interest rate		Available amount		Amounts outstanding		Maturity date(8)
			(in € millions)		(in € millions)
€300 Million Senior Term A facility(4)(5)(7)	5.68%	(2)	253.6	(1)	253.6		April 20, 2008
€170 Million Senior Term B facility(4)	6.16%	(2)	167.6		167.6		April 30, 2009
$124 Million Senior Term B facility(4)	4.78%	(2)	123.2	(1)	123.2		April 30, 2009
€115 Million Senior Term C facility(4)	6.66%	(2)	52.4		52.4		April 30, 2010
$162 Million Senior Term C facility(4)(7)	5.24%	(2)	161.5	(1)	161.5		April 30, 2010
€260 Million Senior Revolving facility I	—		255.5	(3)	—		March 31, 2008
€50 Million Senior Revolving facility II	—		41.5	(6)	—		March 31, 2008
Senior Notes	10.375%		550.0		550.0		June 1, 2011
Other existing debt(7)	5.84%		175.9		175.9

					1,484.2
Unamortized debt issuance costs					(72.0	)

Total			1,781.2		1,412.2

(1): U.S. Dollar (US-$) amounts under the facility have been converted into EURO at the rate of €1 = US-$ 0.9974, British Pound (GBP) amounts at the rate of €1 = GBP 0.6495, the exchange rates at June 30, 2002.
(2): Variable interest rates as of June 30, 2002.
(3): €4.5 million drawn as guarantee.

(4): The Senior Term Facilities (Tranches A, B and C) are non-revolving credit facilities, i.e. the available facilities are reduced by the amount of repayments.
(5): Tranche A is a multicurrency facility. Interest rate is a weighted rate.
(6): €8.5 million drawn as guarantee.
(7): Interest rate is a weighted rate.
(8): The Company is required to use 75% of the excess cash flow, as defined under the senior facilities agreement, in any given year to repay the outstanding loans.

Interest expense and interest swap agreements

Interest expense for the three month period ended June 30, 2002, the two month period ended June 30, 2001 and the one month period ended April 30, 2001 was €44.1 million, €25.4 million and €12.4 million, respectively. Interest expense for the three month period ended June 30, 2002, the two month period ended June 30, 2001 and the one month period ended April 30, 2001, included amortization of capitalized debt issuance costs of €7.5 million, €12.1 million and €0.0 million, respectively.

Interest expense for the six month period ended June 30, 2002, the two month period ended June 30, 2001 and the four month period ended April 30, 2001 was €82.5 million, €25.4 million and €41.5, respectively. Interest expense for the six month period ended June 30, 2002, the two month period ended June 30, 2001 and the four month period ended April 30, 2001, included amortization of capitalized debt issuance costs of €10.3 million, €12.1 million and €0.0 million, respectively.

The Group has entered into interest rate swaps in order to hedge future interest rate variability for its senior term facilities. Approximately, €680.2 million of the Group's outstanding indebtedness was designated as hedged due to interest rate swap agreements as of June 30, 2002. Due to the refinancing agreements, the Group agreed to enter into loan agreements with fixed interest rates, interest swap agreements, caps or other instruments so as to ensure that interest payments on at least 75% of the Group's total debt is hedged. Had the Company not entered into interest swap agreements, the interest expense would have been reduced by €6.9 million in the six month period ended June 30, 2002 and €3.6 million in the three month period ended June 30, 2002.

Pledges

In connection with the refinancing program, the Company has given several pledges to the lenders of the senior facilities. Substantially all of the assets of the Group are pledged as collateral.

In addition, the lenders of the senior facilities have obtained irrevocable and unconditional guarantees from certain subsidiaries of the Company. These guarantees will remain outstanding until the repayment of the Senior Facilities.

Additionally, in connection with the refinancing program, Messer Griesheim Holding AG has pledged all of its shares in Messer Griesheim to the senior lenders as security for the senior facilities. Moreover, Messer Griesheim Holding AG has agreed that if the senior lenders foreclose on that share pledge following an event of default and seek to sell the Company's shares of Messer Griesheim, the Company will release its claims for payment of the inter-company loan. If the Company is ever required to release its claims for repayment of the inter-company loan, its only source of repayment for the notes will be net proceeds, if any, from a foreclosure sale of the Messer Griesheim shares after the senior lenders have been repaid in full. In addition, the inter-company loan is effectively subordinated to all existing and future debt of Messer Griesheim's subsidiaries.

5. Singapore transactions

As a precondition to the acquisition transactions, the Group was required to limit its exposure to its Singapore investments. On April 30, 2001, the Group transferred its 100% interest in Messer Singapore Pte. Ltd. and its 50% interest in Singapore Syngas Pte. Limited ("Syngas") to Messer Singapore Holding GmbH. The Group has a non controlling 39% equity interest in Messer Singapore Holding GmbH. The other shareholders are Hoechst AG (39%), Bandinelli GmbH, a special purpose company owned by MIG (11%), and members of the Group's senior management (11%). On June 20, 2001, Texaco Nederland B.V. ("Texaco") transferred half of its 50% interest in Syngas to Messer Singapore Holding GmbH. As a result of these transactions, Messer Griesheim holds an indirect 29.25% interest in Syngas through its equity interest in Messer Singapore Holding GmbH.

Concurrently with the transfer of the Syngas business, Messer Singapore Holding GmbH indemnified the Group for its outstanding guarantee obligations in connection with the Singapore operations. To finance Messer Singapore Holding GmbH, the Group and Hoechst have made shareholder loans. The loans have been allocated two-thirds to Hoechst and one-third to the Group, as per the shareholders' agreement. Although the transfer to Messer Singapore Holding occurred on April 30, 2001, this funding arrangement takes account of all funding of Messer Griesheim to its Singapore operations since September 1, 2000. Under the shareholders' agreement, the Group's funding obligations (shareholder loans and other financial support including funding provided by the Group to its Singapore operations since September 1, 2000) are limited to €92.0 million. Messer Griesheim received from Hoechst a €26.4 million cash payment representing two-thirds of the funding by the Group for the Singapore operations since September 1, 2000 and has accounted for the receipt as an advance towards a capital contribution in the Predecessor balance sheet at April 30, 2001. This payment excludes amounts funded by Hoechst with respect to payments to Celanese Singapore Pte Ltd ("Celanese") and Texaco as described below. Further, as of May 1, 2001, the Successor's obligations to fund loss commitments of Syngas have been revalued to give effect to the portion which are expected to be funded by Hoechst. Accordingly, Messer Griesheim's remaining funding obligations under this cap, net of 33¹/3% of various shareholder loans and other financial support already provided by Messer Griesheim to its Singapore operations since September 1, 2000, were €63.2 million as of April 30, 2001 and €13.7 million as of June 30, 2002.

In March 2001, Texaco and Messer Griesheim entered into settlement arrangements with Celanese which settled the claims of Celanese under the completion guarantee provided by Messer Griesheim, and amended the existing gas supply agreement between Syngas and Celanese. These amendments and modifications involved, among other things, cash payments by Messer Griesheim to Celanese, the liability for which is included in the overall allocation of Syngas exposures of one-third to Messer Griesheim and two-thirds to Hoechst. The settlement amount allocated to and paid by Messer Griesheim was €28.6 million, of which €19.8 million was financed by Hoechst as an advance towards a capital contribution in the Predecessor balance sheet at April 30, 2001. The repayment claim against Messer Griesheim for this financing was waived by Hoechst on April 30, 2001.

In conjunction with the Celanese settlement Messer Griesheim and Texaco modified their put option. The original put-option agreement gave Texaco an option to sell 25% of the shares in Syngas to Messer Griesheim. Under the modified put-option agreement, Messer Griesheim purchased from Texaco the outstanding shareholder loans made by Texaco to Syngas in excess of Texaco's remaining 25% equity interest in Syngas and related funding obligations. Messer Griesheim paid a purchase price of €17.2 million for the loans. Of that amount, Hoechst loaned €11.3 million to Messer Griesheim as an advance towards a capital contribution in the Predecessor balance sheet at April 30, 2001. In exchange, Texaco agreed that Hoechst can require Texaco to exercise the put option with respect to 25% of the shares in Syngas at any time on or after May 1, 2001 and no later than June 30, 2001 for a consideration of US-$1. The put was exercised on June 20, 2001, at which time the Syngas shares acquired from Texaco were transferred directly to Messer Singapore Holding GmbH. As a result of the

change in ownership that occurred when the Texaco put option was exercised, Syngas was required to repay its outstanding bank credit facilities, which became due on June 30, 2001. Shareholder loans were extended to Syngas for this purpose. Of these shareholder loans, 75% were funded by Messer Singapore Holding GmbH and 25% were funded by Texaco.

During December 2001 Messer Griesheim transferred its 39% interest in Messer Singapore Holding to Messer International GmbH, a wholly owned subsidiary of Messer Griesheim GmbH.

In February 2002, Aventis, Messer Griesheim and Messer Singapore Holding reached an agreement with Celanese and Celanese Singapore (Pte) Ltd. in which Messer Singapore Holding agreed to pay US$12.5 million to Celanese Singapore on settlement of a prior agreement requiring Messer Griesheim to pay Celanese certain concession fees. One third of the US-$12.5 million was applied towards the €92.0 million funding limit by Messer Griesheim to the Singapore operations.

6. Divestment of Cuban subsidiaries

As a precondition to the consummation of the acquisition transactions, on April 24, 2001, the Group sold its interest in a holding company that controls three operating companies in Cuba to an entity which is controlled by Mr. Stefan Messer, a member of the management board of the Group. Mr. Stefan Messer is also a director and minority shareholder in MIG. The total purchase price for the Cuban holding company was €7.8 million, of which €1.3 million was paid in cash and the remainder by an unsecured note in the principal amount of €6.5 million, which matures in 2006 and accrues interest at the rate of 5.5% per year.

7. Segment information

The accounting policies utilized for the reporting of interim segment information are the same as those described in the Group's annual consolidated financial statements.

a) The following tables present selected segment data as of and for the three months ended June 30, 2002 and two months ended June 30, 2001 and one month ended April 30, 2001.

Profit and loss segment disclosures

Successor Three months ended June 30, 2002 Business Areas	Germany		Western Europe		Eastern Europe		North America		Others*		Reconciliation/ Corporate		Total
Total sales	170,286		71,427		58,133		87,458		14,132		2,671		404,107
Inter-segment sales	14,282		6,305		4,032		265		163		2,027		27,074

Net sales	156,004		65,122		54,101		87,193		13,969		644		377,033

Operating profit (loss)	26,461		2,744		7,103		6,227		2,252		(12,865	)	31,922
Depreciation and amortization of intangibles and property, plant and equipment	20,598		11,844		8,652		18,420		2,051		1,594		63,159
Interest income	15		101		902		313		261		1,533		3,125
Interest (expense)	(2,585	)	(40	)	(1,054	)	(3,847	)	(464	)	(36,147	)	(44,137	)
Equity method investments income (expense), net	163		—		—		(367	)	—		—		(204	)
Income tax benefit (expense)	(10,566	)	(1,139	)	(1,177	)	(1,983	)	(439	)	7,326		(7,978	)

MESSER GRIESHEIM HOLDING AG 6-K