<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2001

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

FOR THE TRANSITION PERIOD FROM ____________________TO__________________


                         COMMISSION FILE NUMBER: 1-3720

                      FRESENIUS MEDICAL CARE HOLDINGS, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                 New York                                    13-3461988
----------------------------------------------         ------------------------
(State or Other Jurisdiction of Incorporation)         (I.R.S. Employer ID No.)

        95 HAYDEN AVENUE, LEXINGTON, MA                        02420
----------------------------------------------         ------------------------
    (Address of Principal Executive Office)                 (Zip Code)


        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 781-402-9000



--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Indicated by check whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]


<PAGE>


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of the date hereof,
90,000,000 shares of common stock, par value $1.00 per share, are outstanding,
all of which are held by Fresenius Medical Care AG.




                                        2
<PAGE>



       FRESENIUS MEDICAL CARE HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                                TABLE OF CONTENTS


                                                                            PAGE
PART I: FINANCIAL INFORMATION

   ITEM 1:  FINANCIAL STATEMENTS

            Unaudited Consolidated Statements of Operations..................  4
            Unaudited Consolidated Statements of Comprehensive Income........  5
            Unaudited Consolidated Balance Sheets............................  6
            Unaudited Consolidated Statements of Cash Flows..................  7
            Notes to Unaudited Consolidated Interim Financial Statements.....  9

   ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS.............................. 18

   ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK...................................................... 22


PART II: OTHER INFORMATION

   ITEM 1:  Legal Proceedings................................................ 23
   ITEM 6:  Exhibits and Reports on Form 8-K................................. 26





                                        3
<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

             FRESENIUS MEDICAL CARE HOLDINGS, INC. AND SUBSIDIARIES

                UNAUDITED, CONSOLIDATED STATEMENTS OF OPERATIONS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED       NINE MONTHS ENDED
                                                             SEPTEMBER 30,           SEPTEMBER 30,
                                                         -------------------    -----------------------
                                                           2001       2000        2001          2000
                                                         --------   --------    ----------   ----------
<S>                                                      <C>        <C>         <C>          <C>

NET REVENUES
   Health care services .............................    $794,908   $669,614    $2,328,721   $1,940,284
   Medical supplies .................................     121,600    125,080       359,855      360,249
                                                         --------   --------    ----------   ----------
                                                          916,508    794,694     2,688,576    2,300,533
                                                         --------   --------    ----------   ----------
EXPENSES
   Cost of health care services .....................     548,856    457,381     1,597,208    1,306,030
   Cost of medical supplies .........................      84,674     86,630       258,174      257,333
   General and administrative expenses ..............      68,769     67,066       240,444      208,503
   Provision for doubtful accounts ..................      28,859     17,301        65,981       44,608
   Depreciation and amortization ....................      63,355     55,576       187,819      165,732
   Research and development .........................       1,373      1,001         3,620        3,199
   Interest expense, net and related financing
     costs including $37,749 and $28,459 for the
     three months and $99,861 and $82,444 for the
     ninemonths ended, respectively, of interest
     with affiliates ................................      59,457     54,843       170,085      165,081
                                                         --------   --------    ----------   ----------
                                                          855,343    739,798     2,523,331    2,150,486
                                                         --------   --------    ----------   ----------
INCOME BEFORE  INCOME  TAXES ........................      61,165     54,896       165,245      150,047
PROVISION FOR INCOME TAXES ..........................      29,219     27,227        79,379       74,114
                                                         --------   --------    ----------   ----------
NET INCOME ..........................................    $ 31,946   $ 27,669    $   85,866   $   75,933
                                                         ========   ========    ==========   ==========
Basic and fully dilutive net income per share .......    $   0.35   $   0.31    $     0.95   $     0.84

</TABLE>



















    See accompanying Notes to Unaudited, Consolidated Financial Statements.





                                        4
<PAGE>


       FRESENIUS MEDICAL CARE HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

           UNAUDITED, CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                             (DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED      NINE MONTHS ENDED
                                                     SEPTEMBER 30,           SEPTEMBER 30,
                                                  ------------------      ------------------
                                                    2001      2000          2001      2000
                                                  --------   -------      --------   -------
<S>                                               <C>        <C>          <C>        <C>

NET INCOME ....................................   $ 31,946   $27,669      $ 85,866   $75,933

Other comprehensive income
   Foreign currency translation adjustments
    gain (loss)................................        171      (115)           55        26
   Derivative instruments, net.................    (24,551)       --       (48,446)       --
                                                  --------   -------      --------   -------
   Total other comprehensive loss .............    (24,380)     (115)      (48,391)       26
                                                  --------   -------      --------   -------
COMPREHENSIVE INCOME ..........................   $  7,566   $27,554      $ 37,475   $75,959
                                                  --------   -------      --------   -------
</TABLE>




























     See accompanying Notes to Unaudited, Consolidated Financial Statements.



                                        5
<PAGE>


       FRESENIUS MEDICAL CARE HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               SEPTEMBER 30,       DECEMBER 31,
                                                                   2001               2000
                                                               -------------       -----------
                                                                (UNAUDITED)
<S>                                                             <C>               <C>

ASSETS

Current Assets:
   Cash and cash equivalents .............................      $    42,439       $    33,327
   Accounts receivable, less allowances of $99,408 and
     $80,466 .............................................          424,081           318,391
   Inventories ...........................................          221,991           191,699
   Deferred income taxes .................................           80,126           123,190
   Other current assets ..................................          163,184           139,082
   IDPN accounts receivable ..............................               --             5,189
                                                                -----------       -----------
      Total Current Assets ...............................          931,821           810,878
                                                                -----------       -----------
Properties and equipment, net ............................          511,757           456,936
                                                                -----------       -----------
Other Assets:
   Excess of cost over the fair value of net assets
      acquired and other intangible assets, net of
      accumulated amortization of $683,154 and $564,880 ..        3,421,383         3,222,044
   Other assets and deferred charges .....................           85,671            63,500
                                                                -----------       -----------
Total Other Assets .......................................        3,507,054         3,285,544
                                                                -----------       -----------
Total Assets .............................................      $ 4,950,632       $ 4,553,358
                                                                ===========       ===========
LIABILITIES AND EQUITY

Current Liabilities:
   Note payable for settlement of investigation ..........               --            85,920
   Current portion of long-term debt and capitalized
      lease obligations ..................................          152,976           151,268
   Current portion of borrowing from affiliates ..........          311,892           341,643
   Accounts payable ......................................          158,624           139,754
   Accrued liabilities ...................................          219,744           228,025
   Accounts payable to affiliates ........................           28,905             6,317
   Accrued income taxes ..................................           44,192            11,525
                                                                -----------       -----------
      Total Current Liabilities ..........................          916,333           964,452

Long-term debt ...........................................          343,100           588,526
Non-current borrowings from affiliates ...................        1,005,645           786,865
Capitalized lease obligations ............................            1,972               911
Deferred income taxes ....................................           80,128           122,946
Other liabilities ........................................          146,579            58,188
                                                                -----------       -----------
   Total Liabilities .....................................        2,493,757         2,521,888
                                                                -----------       -----------
Mandatorily Redeemable Preferred Securities ..............          691,193           305,500
                                                                -----------       -----------
Equity:
   Preferred stock, $100 par value .......................            7,412             7,412
   Preferred stock, $.10 par value .......................            8,906             8,906
   Common stock, $1 par value; 300,000,000 shares
      authorized; outstanding 90,000,000 .................           90,000            90,000
Paid in capital ..........................................        1,945,014         1,942,387
Retained deficit .........................................         (237,497)         (322,973)
Accumulated comprehensive income (loss) ..................          (48,153)              238
                                                                -----------       -----------
   Total Equity ..........................................        1,765,682         1,725,970
                                                                -----------       -----------
Total Liabilities and Equity .............................      $ 4,950,632       $ 4,553,358
                                                                ===========       ===========
</TABLE>



     See accompanying Notes to Unaudited, Consolidated Financial Statements.



                                        6
<PAGE>



       FRESENIUS MEDICAL CARE HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                UNAUDITED, CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                     NINE MONTHS ENDED
                                                                        SEPTEMBER 30,
                                                                   ---------------------
                                                                     2001        2000
                                                                   ---------   ---------
<S>                                                                <C>         <C>

Cash Flows from Operating Activities:
   Net Income ...................................................  $  85,866   $  75,933
   Adjustments to reconcile net earnings to net cash
   from operating activities:
      Depreciation and amortization .............................    187,819     165,732
      Provision for doubtful accounts ...........................     65,981      44,608
      Deferred income taxes .....................................     33,277      55,961
      Loss on disposal of properties and equipment ..............        283         512

Changes in operating assets and liabilities, net of effects of
  purchase acquisitions and foreign exchange:
   Increase in accounts receivable ..............................   (118,484)   (147,976)
   (Increase) decrease in inventories ...........................    (25,073)      2,847
   Increase in other current assets .............................     (6,487)    (30,944)
   Decrease in IDPN accounts receivable .........................      5,189      48,773
   Decrease in other assets and deferred charges ................        990       6,403
   Decrease in accounts payable .................................    (15,765)    (17,271)
   Increase in accrued income taxes .............................     32,667       9,259
   Decrease in accrued liabilities ..............................    (20,956)    (50,973)
   (Decrease) increase in other long-term liabilities ...........     (2,712)      7,732
   Net changes due to/from affiliates ...........................     27,184       5,628
   Other, net ...................................................    (11,416)      1,016
                                                                   ---------   ---------
Net cash provided by operating activities .......................    238,363     177,240
                                                                   ---------   ---------
Cash Flows from Investing Activities:
   Capital expenditures .........................................    (84,439)    (64,739)
   Payments for acquisitions, net of cash acquired ..............   (376,273)   (105,125)
   Increase in other investments ................................    (17,925)         --
                                                                   ---------   ---------
Net cash used in investing activities ...........................   (478,637)   (169,864)
                                                                   ---------   ---------
Cash flows from Financing Activities:
   Payments on settlement of investigation ......................    (85,920)   (352,721)
   Net increase in borrowings from affiliates ...................    189,029     259,556
   Cash dividends paid ..........................................       (390)       (390)
   Proceeds from receivable financing facility ..................      2,700      17,800
   Proceeds from mandatorily redeemable preferred securities ....    383,882          --
   Net increase (decrease) on debt and capitalized leases .......   (242,657)     65,262
   Other net ....................................................      2,627        (647)
                                                                   ---------   ---------
Net cash provided by (used in) financing activities .............    249,271     (11,140)
                                                                   ---------   ---------
Effects of changes in foreign exchange rates ....................        115          82
                                                                   ---------   ---------
Change in cash and cash equivalents .............................      9,112      (3,682)
                                                                   ---------   ---------
Cash and cash equivalents at beginning of period ................     33,327      12,563
                                                                   ---------   ---------
Cash and cash equivalents at end of period ......................  $  42,439   $   8,881
                                                                   =========   =========

</TABLE>











     See accompanying Notes to Unaudited, Consolidated Financial Statements



                                        7
<PAGE>


             FRESENIUS MEDICAL CARE HOLDINGS, INC. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED
                                                                 SEPTEMBER 30,
                                                             -------------------
                                                               2001       2000
                                                             --------   --------
<S>                                                          <C>        <C>

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
      Interest.............................................  $151,954   $159,968
      Income taxes paid, net...............................     5,621      9,356

Details for Acquisitions:
   Assets acquired.........................................   423,583    105,745
   Liabilities assumed.....................................    47,310        620
                                                             --------   --------
   Net cash paid for acquisitions..........................  $376,273   $105,125
                                                             ========   ========

</TABLE>



































      See accompanying Notes to Unaudited Consolidated Financial Statements




                                        8
<PAGE>


       FRESENIUS MEDICAL CARE HOLDINGS, INC. AND CONSOLIDATD SUBSIDIARIES

          NOTES TO UNAUDITED, CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


NOTE 1. THE COMPANY

     Fresenius Medical Care Holdings, Inc., a New York corporation ("the
Company") is a subsidiary of Fresenius Medical Care AG, a German corporation
("FMC" or "Fresenius Medical Care"). The Company conducts its operations through
five principal subsidiaries, National Medical Care, Inc., ("NMC"); Fresenius USA
Marketing, Inc., Fresenius USA Manufacturing, Inc., and SRC Holding Company,
Inc., ("SRC"), all Delaware corporations and Fresenius USA, Inc., a
Massachusetts corporation.

     The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries and those financial statements where the
Company controls professional corporations in accordance with Emerging Issues
Task Force Issue 97-2.

     The Company is primarily engaged in (i) providing kidney dialysis services,
and clinical laboratory testing, and (ii) manufacturing and distributing
products and equipment for dialysis treatment.

BASIS OF PRESENTATION

     BASIS OF CONSOLIDATION

     The consolidated financial statements in this report at September 30, 2001
and 2000 and for the three and nine month periods then ended are unaudited and
should be read in conjunction with the consolidated financial statements in the
Company's 2000 report on Form 10-K. Such interim financial statements reflect
all adjustments that, in the opinion of management, are necessary for a fair
presentation of the results of the interim periods presented. Certain amounts in
the prior periods' consolidated financial statements have been reclassified to
conform to the current periods' basis of presentation.

     The results of operations and cash flows for the three and nine month
periods ended September 30, 2001 are not necessarily indicative of the results
of operations and cash flows for the fiscal year ending December 31, 2001.

     All intercompany transactions and balances have been eliminated in
consolidation.

     EARNINGS PER SHARE

     Basic earnings per share are computed by dividing net income available to
common shareholders by the weighted-average number of common shares outstanding
during the year. Diluted earnings per share includes the effect of all dilutive
potential common shares that were outstanding during the year. The number of
shares used to compute basic and diluted earnings per share was 90,000 in all
periods as there were no potential common shares and no adjustments to income to
be considered for purposes of the diluted earnings per shares calculation.

<TABLE>
<CAPTION>
                                                THREE  MONTHS ENDED      NINE MONTHS ENDED
                                                    SEPTEMBER 30,          SEPTEMBER 30,
                                                -------------------      -----------------
                                                 2001         2000        2001       2000
                                                ------       ------      ------     ------
<S>                                             <C>          <C>         <C>        <C>

The weighted average number of shares of
  Common Stock were as follows .............    90,000       90,000      90,000     90,000
                                                ======       ======      ======     ======
</TABLE>





                                        9
<PAGE>


Income used in the computation of earnings per share were as follows:

<TABLE>
<CAPTION>
                                                          THREE  MONTHS  ENDED      NINE MONTHS ENDED
                                                              SEPTEMBER 30,           SEPTEMBER 30,
                                                          --------------------      -----------------
                                                            2001        2000         2001      2000
                                                          --------     -------      -------   -------
<S>                                                       <C>          <C>          <C>       <C>

CONSOLIDATED

Net income.............................................   $ 31,946     $27,669      $85,866   $75,933
Dividends paid on preferred stock......................       (130)       (130)        (390)     (390)
                                                          --------     -------      -------   -------
Income used in per share computation of earnings.......   $ 31,816     $27,539      $85,476   $75,543
                                                          ========     =======      =======   =======
Basic and fully dilutive earnings per share............   $   0.35     $  0.31      $  0.95   $  0.84
                                                          ========     =======      =======   =======

</TABLE>

     DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

     Effective January 1, 2001, the Company adopted the provisions of SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities and the
related amendments of SFAS No. 138. The cumulative effect of adopting SFAS 133
as of January 1, 2001 was not material to the Company's consolidated financial
statements.

     The Company is exposed to market risk due to changes in interest rates and
foreign currencies. The Company uses derivative financial instruments, including
interest rate swaps and foreign exchange contracts, as part of its risk
management strategy. These instruments are used as a means of hedging exposure
to interest rate and foreign currency fluctuations in connection with debt
obligations, forecasted raw material purchases and Euro denominated mandatorily
redeemable preferred stock.

     The interest rate swaps are designated as cash flow hedges effectively
converting certain variable interest rate payments into fixed interest rate
payments. After tax losses of $25 million ($42 million pretax) for the three
months ended September 30, 2001 and after tax losses of $49 million ($82 million
pretax) for the nine months ended September 30, 2001, were deferred in other
comprehensive income during the three and nine months period, respectively.
Interest payable and interest receivable under the swap terms are accrued and
recorded as an adjustment to interest expense at each reporting date.

     The Company enters into forward rate agreements that are designated and
effective as hedges of forecasted raw material purchases. After tax losses of
$0.1 million ($0.3 million pretax) for the nine months ended September 30, 2001
were deferred in other comprehensive income and will be reclassified into cost
of sales in the period during which the hedged transactions affect earnings.
There were no tax gains or losses for the three months ended September 30, 2001.
All deferred amounts will be reclassified into earnings within the next twelve
months.

     The Company enters into forward rate agreements that are designated and
effective as hedges of changes in the fair value of the Euro denominated
mandatorily redeemable preferred stock. Changes in fair value are recorded in
earnings and offset against gains and losses resulting from the underlying
exposures. Ineffective amounts had no material impact on earnings for the three
and nine months ended September 30, 2001.

     Periodically, the Company enters into derivative instruments with related
parties to form a natural hedge for currency exposures on intercompany
obligations. These instruments are reflected in the balance sheet at fair value
with changes in fair value recognized in earnings.

     EVEREST ACQUISITION

     On January 8, 2001, FMC acquired Everest Healthcare Services Corporation
(now known as Everest Healthcare Holdings, Inc., "Everest") through a merger of
Everest into a subsidiary of FMC at a purchase price of $354 million, which
included assumed debt and the issuance of 2.25 million FMC preference share.
Everest owns, operates or manages approximately 70 clinic facilities providing
therapy to approximately 6,800 patients in the United States. Everest also
operates extracorporeal blood services and acute dialysis businesses that
provide acute dialysis, apheresis and hemoperfusion services to approximately
100 hospitals. On August 22, 2001 FMC transferred its



                                       10
<PAGE>
interests in Everest to the Company at its fair value which approximates its
carrying value. There was no gain or loss recorded on this sale as it is a
transfer between entities under common control. The consolidated
operations and cash flows of the Company for the nine months ended September 30,
2001 include the consolidated operations and cash flows of Everest retroactive
to January 1, 2001. Accordingly, the Company's previously reported revenues and
results of operations for the six months ended June 30, 2001 have been restated
to include Everest revenues and earnings of $134 million and $11 million,
respectively. In addition Everest assets and liabilities of approximately $417
million and $306 million, including intercompany obligations of $79 million
have been transferred to the Company.

     NEW PRONOUNCEMENTS

     In September 2000, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, ("SFAS 140") which replaces SFAS No. 125 and
rescinds SFAS No. 127. SFAS 140 provides the accounting and reporting standards
for securitizations and other transfers of financial assets and collateral.
These standards are based on consistent application of a financial-components
approach that focuses on control. This Statement also provides consistent
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. SFAS 140 is effective for transfers after
March 31, 2001 and is effective for disclosures about securitizations and
collateral for fiscal years ending after December 15, 2000. There is no impact
to the Company for the adoption of SFAS 140.

      In July 2001, the FASB issued SFAS No.141, Business Combinations ("SFAS
141"), and SFAS No.142, Goodwill and Other Intangible Assets ("SFAS 142"). 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 apart from goodwill, noting that any
purchase price allocable to an assembled workforce may not be accounted for
separately. SFAS 142 will require that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS 142. SFAS
142 will also require that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS No.121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of.

      The Company is required to adopt the provisions of SFAS 141 immediately,
and SFAS 142 effective January 1, 2002. Furthermore, any goodwill and any
intangible asset determined to have an indefinite useful life that are acquired
in a purchase business combination completed after June 30, 2001 will not be
amortized, but will continue to be evaluated for impairment in accordance with
the appropriate pre-SFAS 142 accounting literature. Goodwill and intangible
assets acquired in business combinations completed before July 1, 2001 will
continue to be amortized prior to the adoption of SFAS 142.

     SFAS 141 will require, upon adoption of SFAS 142, that the Company evaluate
existing intangible assets and goodwill that were acquired in prior purchase
business combinations, and that it make any necessary reclassifications in order
to conform with the new criteria in SFAS 141 for recognition apart from
goodwill. Upon adoption of SFAS 142, the Company will be required to reassess
the useful lives and residual values of all intangible assets acquired in
purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of SFAS 142 within the first interim period.
Any impairment loss will be measured as of the date of adoption and recognized
as the cumulative effect of a change in accounting principle in the first
interim period.

     In connection with the transitional goodwill impairment evaluation, SFAS
142 will require that the Company perform an assessment of whether there is an
indication that goodwill (and equity-method goodwill) is impaired as of the date
of adoption. To accomplish this the Company must identify its reporting units
and determine the carrying value of each reporting unit by assigning the assets
and liabilities, including the existing goodwill and intangible assets, to those
reporting units as of the date of adoption. The Company will then have up to six
months from the date of adoption to determine the fair value of each reporting
unit and compare it to the reporting unit's carrying amount. To the extent a
reporting unit's carrying amount exceeds its fair value, an indication exists
that the reporting unit's goodwill may be impaired and the Company must perform
the second step of the transitional impairment test. In the second step, the
Company must compare the implied fair value of the reporting unit's goodwill,
determined by allocating the reporting unit's fair value to all of its assets
(recognized and unrecognized) and liabilities in a manner similar to a purchase
price allocation in accordance with SFAS 141, to its carrying amount, both of
which would be measured as of the date of adoption. This second step is required
to be completed as soon as possible, but no later than the end of the year of
adoption. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in its statement of operations.

     Because of the extensive effort needed to comply with adopting SFAS 141, it
is currently not practicable to reasonably estimate

                                       11
<PAGE>

the impact of adopting this statement on the Company's financial statements at
this time, including whether any transitional impairment losses will be required
to be recognized as the cumulative effect of a change in accounting principle.

     Had SFAS 142 been effective as of January 1, 2001 the Company estimates
that there would have been a favorable impact to pre-tax earnings of
approximately $100 million. The favorable impact in 2002 should approximate $90
million.

     In August 2001, the FASB issued SFAS No.143, Accounting for Asset
Retirement Obligations ("SFAS 143"). SFAS 143 addresses the reporting
requirements for the retirement of tangible long-lived assets and asset
retirement costs. SFAS 143 requires that the fair value of a liability for an
asset retirement obligation be recognized in the period incurred and the
associated asset retirement costs be capitalized as part of the carrying amount
of the long-lived asset. SFAS 143 is effective for financial statements issued
for fiscal years beginning after June 15, 2002. The Company is currently
reviewing the impact of SFAS No. 143 on its results of operations.

     In October 2001, the FASB issued SFAS No.144, Accounting for the Impairment
of Disposal of Long-Lived Assets ("SFAS 144") which replaces SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of. SFAS 144 requires that those long-lived assets be measured at
the lower of carrying amount or fair value less selling costs. SFAS 144 also
broadens the reporting of discontinued operations and will no longer be measured
at net realizable value or include amounts for operating losses that have not
yet occurred. SFAS No. 144 is effective for financial statements issued for
fiscal years beginning after December 31, 2001. The Company is currently
reviewing the impact of SFAS No. 144 on its results of operations.

NOTE 2. INVENTORIES

<TABLE>
<CAPTION>
                                                               SEPTEMBER 30,   DECEMBER 31,
                                                                   2001           2000
                                                               ------------    -----------
<S>                                                              <C>             <C>

Inventories:
  Raw materials ............................................     $ 42,473        $ 44,787
  Manufactured goods in process ............................       11,779          10,516
  Manufactured and purchased inventory available for sale...       92,875          80,520
                                                                 --------        --------
                                                                  147,127         135,823
   Health care supplies ....................................       74,864          55,876
                                                                 --------        --------
       Total ...............................................     $221,991        $191,699
                                                                 ========        ========
</TABLE>

NOTE 3. DEBT

<TABLE>
<CAPTION>
                                                       SEPTEMBER 30,   DECEMBER 31,
                                                           2001            2000
                                                       ------------    -----------
<S>                                                              <C>             <C>

Notes payable and Long-term debt to outside parties
consists of:
NMC Credit Facility .................................    $489,100        $732,500
Note payable for settlement .........................          --          85,920
Other ...............................................       4,044           7,120
                                                         --------        --------
                                                          493,144         825,540
Less amounts classified as current ..................     150,044         237,014
                                                         --------        --------
                                                         $343,100        $588,526
                                                         ========        ========
</TABLE>



                                       12
<PAGE>


    Non current net borrowings from affiliates consists of:

<TABLE>
<CAPTION>
                                                               SEPTEMBER 30,   DECEMBER 31,
                                                                   2001           2000
                                                               ------------    -----------
<S>                                                             <C>             <C>

Fresenius Medical Care AG non-current borrowings
    primarily at interest rates approximating 4.54% .........   $  182,504      $   18,850
Fresenius AG non-current borrowing at interest rates
    approximating  4.48% ....................................       45,000         209,000
Fresenius Medical Care Trust Finance S.a.r.l. at interest
    rates from 8.25% to 9.25% ...............................    1,005,239         786,524
Franconia Acquisition, LLC at interest rates
    approximating 3.98% .....................................       83,721         113,121
Other .......................................................        1,073           1,013
                                                                ----------      ----------
Less amounts classified as current ..........................    1,317,537       1,128,508
Total .......................................................      311,892         341,643
                                                                ----------      ----------
                                                                $1,005,645      $  786,865
                                                                ==========      ==========
</TABLE>



NOTE 4. MANDATORILY REDEEMABLE PREFERRED SECURITIES

      During the fourth quarter of 2000 and the second and third quarters of
2001, a wholly-owned subsidiary of the Company issued to NMC shares of various
series of Preferred Stock ("Redeemable Preferred Securities") which were then
transferred to FMC for proceeds totaling $305,500 in 2000 and $392,037 for the
nine months ended September 30, 2001. The table below provides information for
Redeemable Preferred Securities for the periods indicated.

<TABLE>
<CAPTION>
                                                       SEPTEMBER 30,   DECEMBER 31,
MANDATORILY REDEEMABLE PREFERRED SECURITIES               2001            2000
                                                       ------------    -----------
<S>                                                     <C>             <C>

Series A Preferred Stock, 1,000 shares ............     $ 113,500       $ 113,500
Series B Preferred Stock, 300 shares ..............        34,000              --
Series C Preferred Stock, 1,700 shares ............       192,000         192,000
Series D Preferred Stock, 870 shares ..............        97,500              --
Series E Preferred Stock, 1,300 shares ............       147,500              --
Series F Preferred Stock, 980 shares ..............       113,037              --
                                                        ---------       ---------
                                                          697,537         305,500
Mark to Market Adjustment .........................        (6,344)             --
                                                        ---------       ---------
Total .............................................     $ 691,193       $ 305,500
                                                        =========       =========
</TABLE>

     These securities are similar in substance except for the order of
preference both as to dividends and liquidation, dissolution or winding-up of
the subsidiary. The order of preference is alphabetically Series A through
Series F. In addition, the holders of the Redeemable Preferred Securities are
entitled to receive dividends in amount of dollars per share that varies from
approximately 5% to 8% depending on the Series. The dividends will be declared
and paid in cash at least annually. All the Redeemable Preferred Securities have
a par value of $.01 per share.

     Upon liquidation or dissolution or winding up of the issuer of the
Redeemable Preferred Securities, the holders of the Redeemable Preferred
Securities are entitled to an amount equal to the liquidation preference for
each share of stock plus an amount equal to all accrued and unpaid dividends
thereon through the date of distribution. The liquidation preference is the sum
of the issuance price plus, for each year or portion thereof an amount equal to
one-half of one percent of the issue price, not to exceed 5%.

     The Redeemable Preferred Securities will be sold to the Company in two
years from the date of issuance for a total amount equal to Euros 501,773
(Series A,B,C,and F) and US dollars $245,000 (Series D and F) plus any accrued
and unpaid dividends. Accordingly, the Euro Redeemable Preferred Securities are
deemed to be a Euro liability and the risk of foreign currency fluctuations are
hedged through forward currency contracts.

     The holders of the Redeemable Preferred Securities have the same
participation rights as the holders of all other classes of capital stock of the
issuing subsidiary.


                                       13
<PAGE>
NOTE 6. COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

     COMMERCIAL LITIGATION

     In 1997, the Company, NMC, and certain named NMC subsidiaries, were served
with a civil complaint filed by Aetna Life Insurance Company in the U.S.
District Court for the Southern District of New York. The lawsuit alleges
inappropriate billing practices for nutritional therapy, diagnostic and clinical
laboratory tests and misrepresentations. In April 1999, Aetna amended its
complaint to include its affiliate, Aetna U.S. Healthcare, Inc., as an
additional plaintiff, and to make certain other limited changes in its pleading.
The amended complaint seeks unspecified damages and costs. Other insurance
companies have filed similar claims seeking unspecified damages and costs. The
Company, NMC and its subsidiaries believe that there are substantial defenses to
the claims asserted, and intend to vigorously defend all lawsuits. Other private
payors have contacted the Company and may assert that NMC received excess
payment and, similarly, may join the lawsuits or file their own lawsuit seeking
reimbursement and other damages. Although the ultimate outcome on the Company of
these proceedings cannot be predicted at this time, an adverse result could have
a material adverse effect on the Company's business, financial condition and
result of operations. The Company intends to defend the claims vigorously.

     The Company has filed counterclaims against the plaintiffs in these matters
based on inappropriate claim denials and delays in claim payments.

     On September 28, 2000, Mesquita, et al. v. W. R. Grace & Company, et al.
(Sup. Court of Calif., S.F. County, #315465) was filed as a class action by
plaintiffs claiming to be creditors of W. R. Grace & Co.-Conn ("Grace
Chemicals") against Grace Chemicals, the Company and other defendants,
principally alleging that the Merger which resulted in the original formation of
the Company (described in greater detail in "Indemnification by W. R. Grace &
Co." below) was a fraudulent transfer, violated the uniform fraudulent transfer
act, and constituted a conspiracy. An amended complaint (Abner et al. v. W. R.
Grace & Company, et al.) and an additional class action were filed subsequently
with substantially similar allegations; both cases have been subsequently stayed
and transferred to the Delaware bankruptcy court in connection with Grace's
Chapter 11 proceeding. The Company has requested indemnification from Grace
Chemicals pursuant to the Merger agreements (see "Indemnification by W.R. Grace
& Co."). If the Merger is determined to have been a fraudulent transfer, if
material damages are proved by the plaintiffs, and if the Company is not able to
collect, in whole or in part on the indemnity, from W.R. Grace & Co. or its
affiliates or former affiliates or their insurers, and if the Company is not
able to collect against any party that may have received distributions from W.R.
Grace & Co., a judgment could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company is
confident that no fraudulent transfer or conspiracy occurred and intends to
defend the cases vigorously.

     OBRA 93

     The Omnibus Budget Reconciliation Act of 1993 affected the payment of
benefits under Medicare and employer health plans for dual-eligible ESRD
patients. In July 1994, the Centers for Medicare and Medicaid Services (CMS)
(formerly known as the Health Care Financing Administration, or HCFA) issued an
instruction to Medicare claims processors to the effect that Medicare benefits
for the patients affected by that act would be subject to a new 18-month
"coordination of benefits" period. This instruction had a positive impact on
NMC's dialysis revenues because, during the 18-month coordination of benefits
period, patients' employer health plans were responsible for payment, which was
generally at rates higher than those provided under Medicare.

     In April 1995, CMS issued a new instruction, reversing its original
instruction in a manner that would substantially diminish the positive effect of
the original instruction on NMC's dialysis business. CMS further proposed that
its new instruction be effective retroactive to August 1993, the effective date
of the Omnibus Budget Reconciliation Act of 1993.

     NMC ceased to recognize the incremental revenue realized under the original
instruction as of July 1, 1995, but it continued to bill employer health plans
as primary payors for patients affected by the Omnibus Budget Reconciliation Act
of 1993 through December 31, 1995. As of January 1, 1996, NMC commenced billing
Medicare as primary payor for dual eligible ESRD patients affected by the act,
and then began to re-bill in compliance with the revised policy for services
rendered between April 24 and December 31, 1995.

     On May 5, 1995, NMC filed a complaint in the U.S. District Court for the
District of Columbia (National Medical Care, Inc. and Bio-Medical Applications
of Colorado, Inc. d/b/a Northern Colorado Kidney Center v. Shalala, C.A.
No.95-0860 (WBB)) seeking to preclude CMS from retroactively enforcing its April
24, 1995 implementation of the Omnibus Budget Reconciliation Act of 1993
provision relating to the coordination of benefits for dual eligible ESRD
patients. On May 9, 1995, NMC moved for a preliminary injunction to preclude CMS
from enforcing its new policy retroactively, that is, to billing for services
provided between August 10, 1993 and April 23, 1995. On June 6, 1995, the court
granted NMC's request for a preliminary injunction and in December of 1996, NMC
moved for partial summary judgment seeking a declaration from the Court that
CMS' retroactive application of the April 1995 rule was legally invalid. CMS
cross-moved for summary judgment on the grounds that the April 1995 rule was
validly applied prospectively. In January 1998, the court granted NMC's motion
for partial summary judgment and entered a declaratory judgment in favor of NMC,
holding CMS' retroactive

                                       14
<PAGE>

application of the April 1995 rule legally invalid. Based on its finding, the
Court also permanently enjoined CMS from enforcing and applying the April 1995
rule retroactively against NMC. The Court took no action on CMS' motion for
summary judgment pending completion of the outstanding discovery. On October 5,
1998, NMC filed its own motion for summary judgment requesting that the Court
declare CMS' prospective application of the April 1995 rule invalid and
permanently enjoin CMS from prospectively enforcing and applying the April 1995
rule. The Court has not yet ruled on the parties' motions. CMS elected not to
appeal the Court's June 1995 and January 1998 orders. CMS may, however, appeal
all rulings at the conclusion of the litigation. If CMS should successfully
appeal so that the revised interpretation would be applied retroactively, NMC
may be required to refund the payment received from employer health plans for
services provided after August 10, 1993 under the CMS' original implementation,
and to re-bill Medicare for the same services, which would result in a loss to
NMC of approximately $120 million attributable to all periods prior to December
31, 1995. Also, in this event, the Company's business, financial condition and
results of operations would be materially adversely affected.

     In July, 2000, NMC filed a complaint in the U.S. District Court for the
Eastern District of Virginia (National Medical Care, Inc. and Bio-Medical
Applications of Virginia, Inc. v. Aetna Life Insurance, Co., Inc. Aetna U.S.
Healthcare, Inc. and John Does 1-10) seeking recovery against Aetna U.S.
Healthcare and health plans administered by Aetna U.S. Healthcare for claims
related to primary payor liability for dual eligible ESRD patients under the
Omnibus Budget Reconciliation Act of 1993. On January 16, 2001, the Court stayed
the action pending resolution of the District of Columbia Court action.

     OTHER LITIGATION AND POTENTIAL EXPOSURES

     From time to time, the Company is a party to or may be threatened with
other litigation arising in the ordinary course of its business. Management
regularly analyzes current information including, as applicable, the Company's
defenses and insurance coverage and, as necessary, provides accruals for
probable liabilities for the eventual disposition of these matters. The ultimate
outcome of these matters is not expected to materially affect the Company's
financial position, results of operations or cash flows.

     The Company, like other health care providers, conducts its operations
under intense government regulation and scrutiny. The Company must comply with
regulations which relate to or govern the safety and efficacy of medical
products and supplies, the operation of manufacturing facilities, laboratories
and dialysis clinics, and environmental and occupational health and safety. The
Company must also comply with the U.S. anti-kickback statute, the False Claims
Act, the Stark Law, and other federal and state fraud and abuse laws. Applicable
laws or regulations may be amended, or enforcement agencies or courts may make
interpretations that differ from the Company's or the manner in which the
Company conduct its business. In the U.S., enforcement has become a high
priority for the federal government and some states. In addition, the provisions
of the False Claims Act authorizing payment of a portion of any recovery to the
party bringing the suit encourage private plaintiffs to commence "whistle
blower" actions. By virtue of this regulatory environment, as well as our
corporate integrity agreement with the government, the Company expects that its
business activities and practices will continue to be subject to extensive
review by regulatory authorities and private parties, and continuing inquiries,
claims and litigation relating to its compliance with applicable laws and
regulations. The Company may not always be aware that an inquiry or action has
begun, particularly in the case of "whistle blower" actions, which are initially
filed under court seal.

     The Company operates a large number facilities throughout the U.S. In such
a decentralized system, it is often difficult to maintain the desired level of
oversight and control over the thousands of individuals employed by many
affiliated companies. The Company relies upon its management structure,
regulatory and legal resources, and the effective operation of its compliance
program to direct, manage and monitor the activities of these employees. On
occasion, the Company may identify instances where employees, deliberately or
inadvertently, have submitted inadequate or false billings. The actions of such
persons may subject the Company and its subsidiaries to liability under the
False Claims Act, among other laws, and the Company cannot predict whether law
enforcement authorities may use such information to initiate further
investigations of the business practices disclosed or any of its other business
activities.

     Physicians, hospitals and other participants in the health care industry
are also subject to a large number of lawsuits alleging professional negligence,
malpractice, product liability, worker's compensation or related claims, many of
which involve large claims and significant defense costs. The Company has been
subject to these suits due to the nature of its business and the Company expects
that those types of lawsuits may continue. Although the Company maintains
insurance at a level which it believes to be prudent, the Company cannot assure
that the coverage limits will be adequate or that insurance will cover all
asserted claims. A successful claim against the Company or any of its
subsidiaries in excess of insurance coverage could have a material adverse
effect upon the Company and the results of its operations. Any claims,
regardless of their merit or eventual outcome, also may have a material adverse
effect on the Company's reputation and business.

     The Company has also had claims asserted against it and has had lawsuits
filed against it relating to businesses that it has acquired or




                                       15
<PAGE>

divested. These claims and suits relate both to operation of the businesses and
to the acquisition and divestiture transactions. The Company has asserted its
own claims, and claims for indemnification. Although the ultimate outcome on the
Company cannot be predicted at this time, an adverse result could have a
material adverse effect upon the Company's business, financial condition, and
results of operations.

     INDEMNIFICATION BY W. R. GRACE & CO.

     The Company was formed as a result of a series of transactions pursuant to
the Agreement and Plan of Reorganization (the "Merger") dated as of February 4,
1996 by and between W.R. Grace & Co. and Fresenius AG. At the time of the
Merger, a W.R. Grace & Co. subsidiary known as W.R. Grace & Co.-Conn. had, and
continues to have, significant potential liabilities arising out of
product-liability related litigation, pre-merger tax claims and other claims
unrelated to NMC, which was Grace's dialysis business prior to the Merger. In
connection with the Merger, W.R. Grace & Co.-Conn. agreed to indemnify the
Company and NMC against all liabilities of W.R. Grace & Co., whether relating to
events occurring before or after the Merger, other than liabilities arising from
or relating to NMC's operations. Proceedings have been brought against W.R.
Grace & Co. and the Company by plaintiffs claiming to be creditors of W.R. Grace
& Co.-Conn., principally alleging that the Merger was a fraudulent conveyance,
violated the uniform fraudulent transfer act, and constituted a conspiracy. See
"Legal Proceedings" above.

     In addition, the Merger was consummated as a tax-free reorganization.
Pre-merger tax claims or tax claims that would arise if events were to violate
the tax-free nature of the Merger, could ultimately be the obligation of the
Company. In particular, W.R. Grace & Co. ("Grace") has disclosed in its filings
with the Securities and Exchange Commission that: its tax returns for the 1993
to 1996 tax years are under audit by the Internal Revenue Service (the
"Service"); that during those years Grace deducted approximately $122.1 million
in interest attributable to corporate owned life insurance ("COLI") policy
loans; that Grace has paid $21.2 million of tax and interest related to COLI
deductions taken in years prior to 1993; that a U.S. District Court ruling has
denied interest deductions of a taxpayer in a similar situation; and that, as a
result of this ruling, Grace has recorded an accrual of $75.0 million for tax
exposure and related interest. Subject to certain representations made by W.R.
Grace & Co.-Conn., the Company and Fresenius AG, W.R. Grace & Co.-Conn. and
certain of its affiliates agreed to indemnify the Company against this or other
pre-merger or merger related tax liabilities. W.R. Grace & Co.-Conn. and certain
of its subsidiaries have filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. If the Merger is determined to be a fraudulent transfer and if
material damages are proved by the plaintiffs, or if W.R. Grace & Co. is unable
to satisfy its Merger related or pre-merger tax obligations, and if the Company
is not able to collect on the indemnities from W. R. Grace & Co. as a result of
the bankruptcy proceedings or otherwise, and if the Company is not able to
collect on the indemnities from any affiliates or former affiliates of W.R.
Grace & Co. or their insurers, and if the Company is not able to collect against
any party that may have received distributions from W.R. Grace & Co., judgments
could have a material adverse effect on the Company's business, financial
condition and results of operations.




                                       16
<PAGE>


NOTE 7. INDUSTRY SEGMENTS INFORMATION

     The Company's reportable segments are Dialysis Services and Dialysis
Products. For purposes of segment reporting, the Dialysis Services Division and
Spectra Renal Management are combined and reported as Dialysis Services. These
divisions are aggregated because of their similar economic classifications.
These include the fact that they are both health care service providers whose
services are provided to a common patient population, and the fact that they
both receive a significant portion of their net revenue from Medicare and other
government and non-government third party payors. The Dialysis Products segment
reflects the activity of the Dialysis Products Division only.

The table below provides information for the three and nine months ended
September 30, 2001 and 2000 pertaining to the Company's two industry segments.

<TABLE>
<CAPTION>
                                                                  LESS
                                       DIALYSIS     DIALYSIS   INTERSEGMENT
                                       SERVICES     PRODUCTS      SALES         TOTAL
                                      ----------    --------   ------------     -----
<S>                        <C>        <C>           <C>          <C>          <C>
NET REVENUES
Three Months Ended         9/30/01    $  799,484    $190,993     $ 73,969     $  916,508
Three Months Ended         9/30/00       673,536     183,431       62,273        794,694

Nine Months Ended          9/30/01    $2,341,923    $559,463     $212,810     $2,688,576
Nine Months Ended          9/30/00     1,951,863     536,788      188,118      2,300,533

OPERATING EARNINGS
Three Months Ended         9/30/01    $  105,439    $ 38,235           --     $  143,674
Three Months Ended         9/30/00       104,975      31,997           --        136,972

Nine Months Ended          9/30/01    $  323,722    $103,291           --     $  427,013
Nine Months Ended          9/30/00       307,671      88,342           --        396,013

TOTAL ASSETS               9/30/01    $2,692,852    $647,369           --     $3,340,221
                          12/31/00     2,176,055     644,853           --      2,820,908

</TABLE>

     Total assets of $4,950,632 is comprised of total assets for reportable
segments, $3,340,221; intangible assets not allocated to segments, $1,880,400;
receivable financing facility ($448,000); and other corporate assets $178,011.

The table below provides the reconciliations of reportable segment operating
earnings to the Company's consolidated totals.

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED        NINE MONTHS ENDED
                   SEGMENT RECONCILIATION                      SEPTEMBER 30,            SEPTEMBER 30,
                   ----------------------                  --------------------     ----------------------
                                                             2001        2000         2001         2000
                                                           --------    --------     ---------    ---------
<S>                                                        <C>         <C>          <C>          <C>

INCOME BEFORE INCOME TAXES:
     Total operating earnings for reportable segments ...  $143,674    $136,972     $ 427,013    $ 396,013
     Corporate G&A ......................................   (21,679)    (26,232)      (88,063)     (77,686)
     Research and development expense ...................    (1,373)     (1,001)       (3,620)      (3,199)
     Net interest expense ...............................   (59,457)    (54,843)     (170,085)    (165,081)
                                                           --------    --------     ---------    ---------
     Income Before Income Taxes .........................  $ 61,165    $ 54,896     $ 165,245    $ 150,047
                                                           ========    ========     =========    =========
</TABLE>






                                       17
<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

     The following is a discussion of the financial condition and results of
operations of the Company. The discussion should be read in conjunction with the
consolidated financial statements included elsewhere in this document.

     This section contains certain forward-looking statements that are subject
to various risks and uncertainties. Such statements include, without limitation,
discussions concerning the outlook of the Company, government reimbursement,
future plans and management's expectations regarding future performance. Actual
results could differ materially from those contained in these forward-looking
statements due to certain factors including, without limitation, changes in
business, reimbursement, economic and competitive conditions, regulatory
reforms, foreign exchange rate fluctuations, uncertainties in litigation or
investigative proceedings, the realization of anticipated tax deductions, and
the availability of financing. These and other risks and uncertainties, which
are more fully described elsewhere in this Item 2 and in the Company's reports
filed from time to time with the Securities and Exchange Commission, could cause
the Company's results to differ materially from the results that have been or
may be projected by or on behalf of the Company.

RESULTS OF OPERATIONS

     The following table summarizes certain operating results of the Company by
principal business unit for the periods indicated. Intercompany eliminations
primarily reflect sales of medical supplies by Dialysis Products to Dialysis
Services.

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED     NINE MONTHS ENDED
                                                SEPTEMBER 30,         SEPTEMBER 30,
                                             ------------------     -----------------
                                               2001       2000       2001      2000
                                             -------    -------     -------   -------
<S>                                          <C>        <C>         <C>       <C>

NET REVENUES
   Dialysis Services .....................   $   799    $   674     $ 2,342   $ 1,952
   Dialysis Products .....................       191        183         559       537
   Intercompany Eliminations .............       (74)       (62)       (213)     (188)
                                             -------    -------     -------   -------
Total Net Revenues .......................   $   916    $   795     $ 2,688   $ 2,301
                                             =======    =======     =======   =======
Operating Earnings:
   Dialysis Services .....................   $   105    $   105     $   324   $   308
   Dialysis Products .....................        38         32         103        88
                                             -------    -------     -------   -------
Total Operating Earnings .................       143        137         427       396
                                             -------    -------     -------   -------
Other Expenses:
   General Corporate .....................   $    22    $    26     $    88   $    78
   Research & Development ................         1          1           4         3
   Interest Expense, Net .................        59         55         170       165
                                             -------    -------     -------   -------
Total Other Expenses .....................        82         82         262       246
                                             -------    -------     -------   -------
Earnings Before Income Taxes .............        61         55         165       150
Provision for Income Taxes ...............        29         27          79        74
                                             -------    -------     -------   -------
Net Income ...............................   $    32    $    28     $    86   $    76
                                             =======    =======     =======   =======

</TABLE>





                                       18
<PAGE>


THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2000

     Net revenues from operations for the third quarter of 2001 increased by 15%
($121 million) over the comparable period in 2000. Net income from operations
for the third quarter of 2001 increased by 15% ($4 million) over the comparable
period in 2000 as a result of increased operating earnings, and decreased
general corporate expenses partially offset by increased interest expense.

     DIALYSIS SERVICES

     Dialysis Services net revenues for the third quarter of 2001 increased by
19% ($125 million) over the comparable period in 2000, primarily as a result of
a 14% increase in the number of treatments provided, the impact of increased
Medicare reimbursement rates, higher revenues in other ancillary services, and
increased laboratory testing revenues. The treatment increase was a result of
base business growth and the impact of 2000 and 2001 acquisitions. The
laboratory testing revenues increased as a result of higher patient volume.

     Dialysis Services operating earnings for the third quarter of 2001 were the
same as the comparable period of 2000 primarily due to increases in treatment
volume, the impact of increased Medicare reimbursement rates, higher revenues in
other ancillary services, and increased earnings from laboratory testing, offset
by increases in provisions for doubtful accounts, higher personnel costs, and
increases to other operating expenses. The Company's reserves for accounts
receivable are based on historical collection experience by payor type and
aging category. The increased provision for bad debt in the period is the
result of an increased volume of accounts receivable coupled with changes in
payor mix and aging distribution.

     DIALYSIS PRODUCTS

     Dialysis Products net revenues for the third quarter of 2001 increased by
4% ($8 million) over the comparable period of 2000. This is due to increased
sales of dialyzers and other hemo disposable products, partially offset by
decreased sales of machines.

     Dialysis Products operating earnings for the third quarter of 2001
increased by 19% ($6 million) over the comparable period of 2000. This is a
result of an improvement in gross margin and decreased freight and distribution
expenses.

     OTHER EXPENSES

     The Company's other expenses for the third quarter remained unchanged over
the comparable period of 2000. General corporate expenses decreased by $4
million due to mark to market gains of approximately $9 million on foreign
currency hedges for intercompany exposures partially offset by increases in
legal fees, insurance costs and other general corporate expenses.

     INCOME TAX RATE

     The effective tax rate for the third quarter of 2001 (47.8%) is lower than
the rate for the comparable period of 2000 (49.6%) due to higher earnings in
relation to the constant amount of non-deductible merger goodwill.


NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2000

     Net revenues from operations for the first nine months of 2001 increased by
17% ($387 million) over the comparable period in 2000. Net income from
operations for the first nine months of 2001 increased by 13% ($10 million) over
the comparable period in 2000 as a result of increased operating earnings
partially offset by increased general corporate expenses and increased interest
expense.

     DIALYSIS SERVICES

     Dialysis Services net revenues for the first nine months of 2001 increased
by 20% ($390 million) over the comparable period in 2000, primarily as a result
of a 16% increase in the number of treatments provided, the impact of increased
Medicare reimbursement rates, higher revenues in other ancillary services, and
increased laboratory testing revenues. The treatment increase was a result of
base business growth and the impact of 2000 and 2001 acquisitions. The
laboratory testing revenues increased as a result efficiencies in testing
procedures.





                                       19
<PAGE>

     Dialysis Services operating earnings for the first nine months of 2001
increased by 5% ($16 million) over the comparable period of 2000 primarily due
to the increase in treatment volume, the impact of increased Medicare
reimbursement rates, higher earnings in other ancillary services, and increased
earnings from laboratory testing partially offset by increases in the provision
for doubtful accounts, higher personnel costs, and increases in other operating
expenses. The Company's reserves for accounts receivable are based on historical
collection experience by payor type and aging category. The increased provision
for bad debt in the period is the result of an increased volume of accounts
receivable coupled with changes in payor mix and aging distribution.

     DIALYSIS PRODUCTS

     Dialysis Products net revenues for the first nine months of 2001 increased
by 4% ($22 million) over the comparable period of 2000. This is primarily due to
increased sales of dialyzers, and other hemo disposable products partially
offset by decreased sales of machines.

     Dialysis Products operating earnings for the first nine months of 2001
increased by 17% ($15 million) over the comparable period of 2000. This is a
result of an improvement in gross margin and decreased freight and distribution
expenses.

     OTHER EXPENSES

     The Company's other expenses for the first nine months of 2001 increased by
6% ($16 million) over the comparable period of 2000. General corporate expenses
increased by $10 million primarily due to increased legal fees, insurance costs
and other general corporate expenses. Interest expense was increased by $5
million primarily due to the change in the mix of debt instruments during the
first nine months of 2001 versus the first nine months of 2000.

     INCOME TAX RATE

     The effective tax rate for the first nine months of 2001 (48.0%) is higher
than the rate for the comparable period of 2000 (49.4%) due to higher earnings
in relation to the constant amount of non-deductible merger goodwill.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash requirements in 2001, and 2000, including acquisitions
and capital expenditures have historically been funded by cash generated from
operations, additional net intercompany borrowings, borrowings under the credit
facility, and net increases in the receivable financing facility.

     Cash from operations increased by $61 million from $177 million for the
nine months ended September 30, 2000 to $238 million for the nine months ended
September 30, 2001. This increase is primarily due to cash inflows from
operating assets and liabilities of $31 million, increases in net income of $10
million, and increases in net income adjustments of $20 million.

     The movement in operating assets and liabilities includes the collection of
$5 million related to IDPN receivables. Increases in accounts receivable of $118
million in the nine month period ended September 30, 2001 are primarily due to
the Company's revenue growth, the impact of acquisitions, and the growth in
accounts receivable due from commercial payors that are in litigation with the
Company. Decreases in accounts payable are primarily due to the timing of
disbursements. Cash on hand was $42 and $33 million at September 30, 2001 and
December 31, 2000, respectively.

     Net cash flows used in investing activities of operations totaled $479
million in 2001 compared to $170 million in 2000. The Company funded its
acquisitions and capital expenditures primarily through cash flows from
operations and intercompany borrowings. Acquisitions totaled $376 million and
$105 million in 2001 and 2000, respectively, net of cash acquired. Capital
expenditures of $84 million and $65 million were made for internal expansion,
improvements, new furnishings and equipment in 2001 and 2000, respectively. In
addition, the Company made equity investments totaling $18 million in 2001.

     Net cash flows provided by financing activities of operations totaled $249
million in 2001 compared to net cash flows used of $11 million in 2000. During
the first nine months of 2001, the Company made payments to the U.S. Government
totaling $86 million pursuant to the January 2000 settlement agreement. In
addition, debt and capital lease obligations decreased by $243 million,
primarily due to the paydown of the Company's credit facility of $243 million.
Proceeds from financing activities during the first nine months included
$383,882 million (net of mark to market change of $6,344) for the issuance of
mandatorily redeemable preferred stock to an affiliated company and increased
borrowings under a receivable financing facility of $2.7 million.




                                       20
<PAGE>

IMPACT OF INFLATION

     A substantial portion of the Company's net revenue is subject to
reimbursement rates which are regulated by the federal government and do not
automatically adjust for inflation. Non-governmental payors also are exerting
downward pressure on reimbursement levels. Increased operating costs that are
subject to inflation, such as labor and supply costs, without a compensating
increase in reimbursement rates, may adversely affect the Company's business and
results of operations. Amgen Inc. announced a 3.9% increase in its wholesaler
acquisition price for Epogen effective May 9, 2001. The Company's purchase
contract with Amgen contains pricing protection such that its purchase price for
Epogen will be unaffected by such increase through December 31, 2001.



                                       21
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to market risks due to changes in interest rates and
foreign currency rates. The Company uses derivative financial instruments,
including interest rate swaps and foreign exchange contracts, as part of its
market risk management strategy. These instruments are used as a means of
hedging exposure to interest rate and foreign currency fluctuations in
connection with debt obligations and purchase commitments. Periodically, the
Company enters into derivative instruments with related parties to form a
natural hedge from currency exposures on intercompany obligations. These
instruments are reflected in the balance sheet at fair value with changes in
fair value recognized in earnings.

     Hedge accounting is applied if the derivative reduces the risk of the
underlying hedged item and is designated at inception as a hedge. Additionally,
changes in the value of the derivative must result in payoffs that are highly
correlated to the changes in value of the hedged item. Derivatives are measured
for effectiveness both at inception and on an ongoing basis.

     The Company enters into foreign exchange contracts that are designated as,
and effective as, hedges for the Euro denominated mandatorily redeemable
preferred stock and for forecasted purchases of raw materials. There are also
foreign exchange contracts for intercompany sales of products to a Canadian
subsidiary and for payment of expenses for the Company's manufacturing
operations in Mexico. Since the Company carries a substantial amount of floating
rate debt, the Company uses interest rate swaps to effectively change certain
variable-rate debt obligations to fixed-rate obligations to mitigate the impact
of interest rate fluctuations.

     Gains and losses on foreign exchange contracts accounted for as cash flow
hedges are deferred in comprehensive income. The deferred gains and losses are
recognized as adjustments to cost of sales when the future sales are recognized.
Interest rate swap payments and receipts are recorded as part of interest
expense. Gains and losses from interest rate swaps are deferred in other
comprehensive income and will be reclassed into interest expense over the period
during which the hedged variable interest rate payments are recognized. Cash
flows from derivatives are recognized in the consolidated statement of cash
flows in the same category as the item being hedged.


     At September 30, 2001, the fair value of the Company's interest rate
agreements, which consisted entirely of interest rate swaps, is approximately
($82.3 million) and the fair value of Company's foreign exchange contracts,
which consisted entirely of forward agreements, is valued at approximately
$(1.3) million. The Company had outstanding contracts covering the purchase of
$604 million Euros ("EUR") at an average contract price of $0.9086 per EUR, for
delivery between October 2001 and November 2003.



                                       22
<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     COMMERCIAL LITIGATION

     In 1997, the Company, NMC, and certain named NMC subsidiaries, were served
with a civil complaint filed by Aetna Life Insurance Company in the U.S.
District Court for the Southern District of New York. The lawsuit alleges
inappropriate billing practices for nutritional therapy, diagnostic and clinical
laboratory tests and misrepresentations. In April 1999, Aetna amended its
complaint to include its affiliate, Aetna U.S. Healthcare, Inc., as an
additional plaintiff, and to make certain other limited changes in its pleading.
The amended complaint seeks unspecified damages and costs. Other insurance
companies have filed similar claims seeking unspecified damages and costs. The
Company, NMC and its subsidiaries believe that there are substantial defenses to
the claims asserted, and intend to vigorously defend all lawsuits. Other private
payors have contacted the Company and may assert that NMC received excess
payment and, similarly, may join the lawsuits or file their own lawsuit seeking
reimbursement and other damages. Although the ultimate outcome on the Company of
these proceedings cannot be predicted at this time, an adverse result could have
a material adverse effect on the Company's business, financial condition and
result of operations. The Company intends to defend the claims vigorously.

     The Company has filed counterclaims against the plaintiffs in these matters
based on inappropriate claim denials and delays in claim payments.

     On September 28, 2000, Mesquita, et al. v. W. R. Grace & Company, et al.
(Sup. Court of Calif., S.F. County, #315465) was filed as a class action by
plaintiffs claiming to be creditors of W. R. Grace & Co.-Conn ("Grace
Chemicals") against Grace Chemicals, the Company and other defendants,
principally alleging that the Merger which resulted in the original formation of
the Company (described in greater detail in Note 5 to the financial statements
included in Part I infra) was a fraudulent transfer, violated the uniform
fraudulent transfer act, and constituted a conspiracy. An amended complaint
(Abner et al. v. W. R. Grace & Company, et al.) and an additional class action
were filed subsequently with substantially similar allegations; both cases have
been subsequently stayed and transferred to the Delaware bankruptcy court in
connection with Grace's Chapter 11 proceeding. The Company has requested
indemnification from Grace Chemicals pursuant to the Merger agreements. If the
Merger is determined to have been a fraudulent transfer, if material damages are
proved by the plaintiffs, and if the Company is not able to collect, in whole or
in part on the indemnity, from W.R. Grace & Co. or its affiliates or former
affiliates or their insurers, and if the Company is not able to collect against
any party that may have received proceeds from W.R. Grace & Co., a judgment
could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company is confident that no fraudulent
transfer or conspiracy occurred and intends to defend the cases vigorously.

     OBRA 93

     The Omnibus Budget Reconciliation Act of 1993 affected the payment of
benefits under Medicare and employer health plans for dual-eligible ESRD
patients. In July 1994, the Centers for Medicare and Medicaid Services (CMS)
(formerly known as the Health Care Financing Administration, or HCFA) issued an
instruction to Medicare claims processors to the effect that Medicare benefits
for the patients affected by that act would be subject to a new 18-month
"coordination of benefits" period. This instruction had a positive impact on
NMC's dialysis revenues because, during the 18-month coordination of benefits
period, patients' employer health plans were responsible for payment, which was
generally at rates higher than those provided under Medicare.

     In April 1995, CMS issued a new instruction, reversing its original
instruction in a manner that would substantially diminish the positive effect of
the original instruction on NMC's dialysis business. CMS further proposed that
its new instruction be effective retroactive to August 1993, the effective date
of the Omnibus Budget Reconciliation Act of 1993.

     NMC ceased to recognize the incremental revenue realized under the original
instruction as of July 1, 1995, but it continued to bill employer health plans
as primary payors for patients affected by the Omnibus Budget Reconciliation Act
of 1993 through December 31, 1995. As of January 1, 1996, NMC commenced billing
Medicare as primary payor for dual eligible ESRD patients affected by the act,
and then began to re-bill in compliance with the revised policy for services
rendered between April 24 and December 31, 1995.

     On May 5, 1995, NMC filed a complaint in the U.S. District Court for the
District of Columbia (National Medical Care, Inc. and Bio-




                                       23
<PAGE>

Medical Applications of Colorado, Inc. d/b/a Northern Colorado Kidney Center v.
Shalala, C.A. No.95-0860 (WBB)) seeking to preclude CMS from retroactively
enforcing its April 24, 1995 implementation of the Omnibus Budget Reconciliation
Act of 1993 provision relating to the coordination of benefits for dual eligible
ESRD patients. On May 9, 1995, NMC moved for a preliminary injunction to
preclude CMS from enforcing its new policy retroactively, that is, to billing
for services provided between August 10, 1993 and April 23, 1995. On June 6,
1995, the court granted NMC's request for a preliminary injunction and in
December of 1996, NMC moved for partial summary judgment seeking a declaration
from the Court that CMS' retroactive application of the April 1995 rule was
legally invalid. CMS cross-moved for summary judgment on the grounds that the
April 1995 rule was validly applied prospectively. In January 1998, the court
granted NMC's motion for partial summary judgment and entered a declaratory
judgment in favor of NMC, holding CMS' retroactive application of the April 1995
rule legally invalid. Based on its finding, the Court also permanently enjoined
CMS from enforcing and applying the April 1995 rule retroactively against NMC.
The Court took no action on CMS' motion for summary judgment pending completion
of the outstanding discovery. On October 5, 1998, NMC filed its own motion for
summary judgment requesting that the Court declare CMS' prospective application
of the April 1995 rule invalid and permanently enjoin CMS from prospectively
enforcing and applying the April 1995 rule. The Court has not yet ruled on the
parties' motions. CMS elected not to appeal the Court's June 1995 and January
1998 orders. CMS may, however, appeal all rulings at the conclusion of the
litigation. If CMS should successfully appeal so that the revised interpretation
would be applied retroactively, NMC may be required to refund the payment
received from employer health plans for services provided after August 10, 1993
under CMS' original implementation, and to re-bill Medicare for the same
services, which would result in a loss to NMC of approximately $120 million
attributable to all periods prior to December 31, 1995. Also, in this event, the
Company's business, financial condition and results of operations would be
materially adversely affected.

     In July, 2000, NMC filed a complaint in the U.S. District Court for the
Eastern District of Virginia (National Medical Care, Inc. and Bio-Medical
Applications of Virginia, Inc. v. Aetna Life Insurance, Co., Inc. Aetna U.S.
Healthcare, Inc. and John Does 1-10) seeking recovery against Aetna U.S.
Healthcare and health plans administered by Aetna U.S. Healthcare for claims
related to primary payor liability for dual eligible ESRD patients under the
Omnibus Budget Reconciliation Act of 1993. On January 16, 2001, the Court stayed
the action pending resolution of the District of Columbia Court action.

     OTHER LITIGATION AND POTENTIAL EXPOSURES

     From time to time, the Company is a party to or may be threatened with
other litigation arising in the ordinary course of its business. Management
regularly analyzes current information including, as applicable, the Company's
defenses and insurance coverage and, as necessary, provides accruals for
probable liabilities for the eventual disposition of these matters. The ultimate
outcome of these matters is not expected to materially affect the Company's
financial position, results of operations or cash flows.

     The Company, like other health care providers, conducts its operations
under intense government regulation and scrutiny. The Company must comply with
regulations which relate to or govern the safety and efficacy of medical
products and supplies, the operation of manufacturing facilities, laboratories
and dialysis clinics, and environmental and occupational health and safety. The
Company must also comply with the U.S. anti-kickback statute, the False Claims
Act, the Stark Law, and other federal and state fraud and abuse laws. Applicable
laws or regulations may be amended, or enforcement agencies or courts may make
interpretations that differ from the Company's or the manner in which the
Company conduct its business. In the U.S., enforcement has become a high
priority for the federal government and some states. In addition, the provisions
of the False Claims Act authorizing payment of a portion of any recovery to the
party bringing the suit encourage private plaintiffs to commence "whistle
blower" actions. By virtue of this regulatory environment, as well as our
corporate integrity agreement with the government, the Company expects that its
business activities and practices will continue to be subject to extensive
review by regulatory authorities and private parties, and continuing inquiries,
claims and litigation relating to its compliance with applicable laws and
regulations. The Company may not always be aware that an inquiry or action has
begun, particularly in the case of "whistle blower" actions, which are initially
filed under court seal.

     The Company operates a large number facilities throughout the U.S. In such
a decentralized system, it is often difficult to maintain the desired level of
oversight and control over the thousands of individuals employed by many
affiliate companies. The Company relies upon its management structure,
regulatory and legal resources, and the effective operation of its compliance
program to direct, manage and monitor the activities of these employees. On
occasion, the Company may identify instances where employees, deliberately or
inadvertently, have submitted inadequate or false billings. The actions of such
persons may subject the Company and its subsidiaries to liability under the
False Claims Act, among other laws, and the Company cannot predict whether law
enforcement authorities may use such information to initiate further
investigations of the business practices disclosed or any of its other business
activities.

     Physicians, hospitals and other participants in the health care industry
are also subject to a large number of lawsuits alleging professional negligence,
malpractice, product liability, worker's compensation or related claims, many of
which involve large claims and




                                       24
<PAGE>

significant defense costs. The Company has been subject to these suits due to
the nature of its business and the Company expects that those types of lawsuits
may continue. Although the Company maintains insurance at a level which it
believes to be prudent, the Company cannot assure that the coverage limits will
be adequate or that insurance will cover all asserted claims. A successful claim
against the Company or any of its subsidiaries in excess of insurance coverage
could have a material adverse effect upon the Company and the results of its
operations. Any claims, regardless of their merit or eventual outcome, also may
have a material adverse effect on the Company's reputation and business.

     The Company has also had claims asserted against it and has had lawsuits
filed against it relating to businesses that it has acquired or divested. These
claims and suits relate both to operation of the businesses and to the
acquisition and divestiture transactions. The Company has asserted its own
claims, and claims for indemnification. Although the ultimate outcome on the
Company cannot be predicted at this time, an adverse result could have a
material adverse effect upon the Company's business, financial condition, and
results of operations.





                                       25
<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

Exhibit 2.1    Agreement and Plan of Reorganization dated as of February 4, 1996
               between W. R. Grace & Co. and Fresenius AG (incorporated herein
               by reference to Appendix A to the Joint Prox Statement-Prospectus
               of Fresenius Medical Care AG, W. R. Grace & Co. and Fresenius
               USA, Inc. dated August 2, 1996 and filed with the Commission on
               August 5, 1996).

Exhibit 2.2    Distribution Agreement by and among W. R. Grace & Co., W. R.
               Grace & Co.-Conn. and Fresenius AG dated as of February 4, 1996
               (incorporated herein by reference to Exhibit A to Appendix A to
               the Joint Proxy Statement-Prospectus of Fresenius Medical Care
               AG, W. R. Grace & Co. and Fresenius USA, Inc. dated August 2,
               1996 and filed with the Commission on August 5, 1996).

Exhibit 2.3    Contribution Agreement by and among Fresenius AG, Sterilpharma
               GmbH and W. R. Grace & Co.-Conn. dated February 4, 1996
               (incorporated herein by reference to Exhibit E to Appendix A to
               the Joint Proxy-Statement Prospectus of Fresenius Medical Care
               AG, W. R. Grace & Co. and Fresenius USA, Inc. dated August 2,
               1996 and filed with the Commission on August 5, 1996).

Exhibit 3.1    Certificate of Incorporation of Fresenius Medical Care Holdings,
               Inc. (f/k/a W. R. Grace & Co.) under Section 402 of the New York
               Business Corporation Law dated March 23, 1988 (incorporated
               herein by reference to the Form 8-K of the Company filed on May
               9, 1988).

Exhibit 3.2    Certificate of Amendment of the Certificate of Incorporation of
               Fresenius Medical Care Holdings, Inc. (f/k/a W. R. Grace & Co.)
               under Section 805 of the New York Business Corporation Law dated
               May 25, 1988 (changing the name to W. R. Grace & Co.,
               incorporated herein by reference to the Form 8-K of the Company
               filed on May 9, 1988).

Exhibit 3.3    Certificate of Amendment of the Certificate of Incorporation of
               Fresenius Medical Care Holdings, Inc. (f/k/a W. R. Grace & Co.)
               under Section 805 of the New York Business Corporation Law dated
               September 27, 1996 (incorporated herein by reference to the Form
               8-K of the Company filed with the Commission on October 15,
               1996).

Exhibit 3.4    Certificate of Amendment of the Certificate of Incorporation of
               Fresenius Medical Care Holdings, Inc. (f/k/a W. R. Grace & Co.)
               under Section 805 of the New York Business Corporation Law dated
               September 27, 1996 (changing the name to Fresenius National
               Medical Care Holdings, Inc., incorporated herein by reference to
               the Form 8-K of the Company filed with the Commission on October
               15, 1996).

Exhibit 3.5    Certificate of Amendment of the Certificate of Incorporation
               of Fresenius Medical Care Holdings, Inc. under Section 805 of the
               New York Business Corporation Law dated June 12, 1997 (changing
               name to Fresenius Medical Care Holdings, Inc., incorporated
               herein by reference to the Form 10-Q of the Company filed with
               the Commission on August 14, 1997).

Exhibit 3.6    Certificate of Amendment of the Certificate of Incorporation
               of Fresenius Medical Care Holdings, Inc. dated July 6, 2001
               (authorizing action by majority written consent of the
               shareholders) (incorporated herein by reference to the Form 10-Q
               of the Company filed with the Commission on August 14, 2001).

Exhibit 3.7    Amended and Restated By-laws of Fresenius Medical Care
               Holdings, Inc. (incorporated herein by reference to the Form 10-Q
               of the Company filed with the Commission on August 14, 1997).

Exhibit 4.1    Credit Agreement dated as of September 27, 1996 among National
               Medical Care, Inc. and Certain Subsidiaries and Affiliates, as
               Borrowers, Certain Subsidiaries and Affiliates, as Guarantors,
               the Lenders named therein, NationsBank, N.A., as paying agent and
               The Bank of Nova Scotia, The Chase Manhattan Bank, Dresdner Bank
               AG and Bank of America, N.A. (formerly known as NationsBank,
               N.A.), as Managing Agents (incorporated herein by reference to
               the Form 6-K of Fresenius Medical Care AG filed with the
               Commission on October 15, 1996).


                                       26
<PAGE>

Exhibit 4.2    Amendment dated as of November 26, 1996 (amendment to the
               Credit Agreement dated as of September 27, 1996, incorporated
               herein by reference to the Form 8-K of Registrant filed with the
               Commission on December 16, 1996).

Exhibit 4.3    Amendment No. 2 dated December 12, 1996 (second amendment to
               the Credit Agreement dated as of September 27, 1996, incorporated
               herein by reference to the Form 10-K of Registrant filed with the
               Commission on March 31, 1997).

Exhibit 4.4    Amendment No. 3 dated June 13, 1997 to the Credit Agreement dated
               as of September 27, 1996, among National Medical Care, Inc. and
               Certain Subsidiaries and Affiliates, as Borrowers, Certain
               Subsidiaries and Affiliates, as Guarantors, the Lenders named
               therein, Bank of America, N.A. (formerly known as NationsBank,
               N.A.), as paying agent and The Bank of Nova Scotia, The Chase
               Manhattan Bank, Dresdner Bank AG and Bank of America, N.A.
               (formerly known as NationsBank, N.A.), as Managing Agents, as
               previously amended (incorporated herein by reference to the Form
               10-Q of the Registrant filed with the Commission on November 14,
               1997).

Exhibit 4.5    Amendment No. 4, dated August 26, 1997 to the Credit Agreement
               dated as of September 27, 1996, among National Medical Care, Inc.
               and Certain Subsidiaries and Affiliates, as Borrowers, Certain
               Subsidiaries and Affiliates, as Guarantors, the Lenders named
               therein, Bank of America, N.A. (formerly known as NationsBank,
               N.A.), as paying agent and The Bank of Nova Scotia, The Chase
               Manhattan Bank, Dresdner Bank AG and Bank of America, N.A.
               (formerly known as NationsBank, N.A.), as Managing Agents, as
               previously amended (incorporated herein by reference to the Form
               10-Q of Registrant filed with Commission on November 14, 1997).

Exhibit 4.6    Amendment No. 5 dated December 12, 1997 to the Credit Agreement
               dated as of September 27, 1996, among National Medical Care, Inc.
               and Certain Subsidiaries and Affiliates, as Borrowers, Certain
               Subsidiaries and Affiliates, as Guarantors, the Lenders named
               therein, Bank of America, N.A. (formerly known as NationsBank,
               N.A.), as paying agent and The Bank of Nova Scotia, The Chase
               Manhattan Bank, Dresdner Bank AG and Bank of America, N.A.
               (formerly known as NationsBank, N.A.), as Managing Agents, as
               previously amended (incorporated herein by reference to the Form
               10-K of Registrant filed with Commission on March 23, 1998).

Exhibit 4.7    Form of Consent to Modification of Amendment No. 5 dated December
               12, 1997 to the Credit Agreement dated as of September 27, 1996
               among National Medical Care, Inc. and Certain Subsidiaries and
               Affiliates, as Borrowers, Certain Subsidiaries and Affiliates, as
               Guarantors, the Lenders named therein, Bank of America, N.A.
               (formerly known as NationsBank, N.A.), as paying agent and The
               Bank of Nova Scotia, The Chase Manhattan Bank, Dresdner Bank AG
               and Bank of America, N.A. (formerly known as NationsBank, N.A.),
               as Managing Agents (incorporated herein by reference to the Form
               10-K of Registrant filed with Commission on March 23, 1998).

Exhibit 4.8    Amendment No. 6 dated effective September 30, 1998 to the Credit
               Agreement dated as of September 27, 1996, among National Medical
               Care, Inc. and Certain Subsidiaries and Affiliates, as Borrowers,
               Certain Subsidiaries and Affiliates, as Guarantors, the Lenders
               named therein, Bank of America, N.A. (formerly known as
               NationsBank, N.A.), as paying agent and The Bank of Nova Scotia,
               The Chase Manhattan Bank, N.A., Dresdner Bank AG and Bank of
               America, N.A. (formerly known as NationsBank, N.A.), as Managing
               Agents, as previously amended (incorporated herein by reference
               to the Form 10-Q of Registrant filed with Commission on November
               12, 1998).

Exhibit 4.9    Amendment No. 7 dated as of December 31, 1998 to the Credit
               Agreement dated as of September 27, 1996 among National Medical
               Care, Inc. and Certain Subsidiaries and Affiliates, as Borrowers,
               Certain Subsidiaries and Affiliates Guarantors , the Lenders
               named therein, Bank of America, N.A. (formerly known as
               NationsBank, N.A.), paying agent and The Bank of Nova Scotia, The
               Chase Manhattan Bank, Dresdner Bank A. G. and Bank of America,
               N.A. (formerly known as NationsBank, N.A.). as Managing Agents,
               (incorporated herein by reference to the Form 10-K of registrant
               filed with Commission on March 9, 1999).

Exhibit 4.10   Amendment No. 8 dated as of June 30, 1999 to the Credit Agreement
               dated as of September 27, 1996 among National Medical Care, Inc.
               and Certain Subsidiaries and Affiliates, as Borrowers, Certain
               Subsidiaries and Affiliates Guarantors, the Lenders named
               therein, Bank of America, N.A. (formerly known as NationsBank,
               N.A.), as paying agent and The Bank of Nova Scotia, The Chase
               Manhattan Bank, Dresdner Bank A.G. and Bank of America, N.A.
               (formerly known as NationsBank, N.A.), as Managing Agent
               (incorporated herein by reference to the Form 10-K of registrant
               filed with Commission on March 30, 2000).



                                       27
<PAGE>

Exhibit 4.11   Amendment No. 9 dated as of December 15, 1999 to the Credit
               Agreement dated as of September 27, 1996 among National Medical
               Care, Inc. and Certain Subsidiaries and Affiliates, as Borrowers,
               Certain Subsidiaries and Affiliates Guarantors, the Lenders named
               therein, Bank of America, N.A. (formerly known as NationsBank,
               N.A.), as paying agent and The Bank of Nova Scotia, The Chase
               Manhattan Bank, Dresdner Bank A.G. and Bank of America, N.A.
               (formerly known as NationsBank, N.A.), as Managing Agent
               (incorporated herein by reference to the Form 10-K of registrant
               filed with Commission on March 30, 2000).

Exhibit 4.12   Amendment No. 10 dated as of September 21, 2000 to the Credit
               Agreement dated as of September 27, 1996 among National Medical
               Care, Inc. and Certain Subsidiaries and Affiliates, as Borrowers,
               Certain Subsidiaries and Affiliates Guarantors, the Lenders named
               therein, Bank of America, N.A. (formerly known as NationsBank,
               N.A.), as paying agent and The Bank of Nova Scotia, The Chase
               Manhattan Bank, Dresdner Bank A.G. and Bank of America, N.A.
               (formerly known as NationsBank, N.A.), as Managing Agent
               (incorporated herein by reference to the Form 10-K of registrant
               filed with Commission on November 11, 2000).

Exhibit 4.13   Amendment No. 11 dated as of May 31, 2001 to the Credit Agreement
               dated as of September 27, 1996 among National Medical Care, Inc.
               and Certain Subsidiaries and Affiliates, as Borrowers, Certain
               Subsidiaries and Affiliates Guarantors, the Lenders named
               therein, Bank of America, N.A. (formerly known as NationsBank,
               N.A). as paying agent and The Bank of Nova Scotia, The Chase
               Manhattan Bank, Dresdner Bank A.G. and Bank of America, N.A.
               (formerly known as NationsBank, N.A.), as Managing Agent
               (incorporated by reference to the Registration Statement on Form
               F-4 of Fresenius Medical Care AG (Registration No. 333-66558).

Exhibit 4.14   Amendment No. 12 dated as of June 30, 2001 to the Credit
               Agreement dated as of September 27, 1996 among National Medical
               Care, Inc. and Certain Subsidiaries and Affiliates, as Borrowers,
               Certain Subsidiaries and Affiliates Guarantors, the Lenders named
               therein, Bank of America, N.A. (formerly known as NationsBank,
               N.A.), as paying agent and The Bank of Nova Scotia, The Chase
               Manhattan Bank, Dresdner Bank A.G. and Bank of America, N.A.
               (formerly known as NationsBank, N.A.), as Managing Agent
               (incorporated by reference to the Registration Statement on Form
               F-4 of Fresenius Medical Care AG (Registration No. 333-66558).

Exhibit 4.15   Fresenius Medical Care AG 1998 Stock Incentive Plan as
               amended effective as of August 3, 1998 (incorporated herein by
               reference to the Form 10-Q of Registrant filed with Commission on
               May 14, 1998).

Exhibit 4.16   Senior Subordinated Indenture dated November 27, 1996, among
               Fresenius Medical Care AG, State Street Bank and Trust Company,
               as successor to Fleet National Bank, as Trustee and the
               Subsidiary Guarantors named therein (incorporated herein by
               reference to the Form 10-K of Registrant filed with the
               Commission on March 31, 1997).

Exhibit 4.17   Senior Subordinated Indenture dated as of February 19, 1998,
               among Fresenius Medical Care AG, State Street Bank and Trust
               Company as Trustee and Fresenius Medical Care Holdings, Inc., and
               Fresenius Medical Care AG, as Guarantors with respect to the
               issuance of 7 7/8% Senior Subordinated Notes due 2008
               (incorporated herein by reference to the Form 10-K of Registrant
               filed with Commission on March 23, 1998).

Exhibit 4.18   Senior Subordinated Indenture dated as of February 19, 1998 among
               FMC Trust Finance S.a.r.l. Luxemborg, as Insurer, State Street
               Bank and Trust Company as Trustee and Fresenius Medical Care
               Holdings, Inc., and Fresenius Medical Care AG, as Guarantors with
               respect to the issuance of 7 3/8% Senior Subordinated Notes due
               2008 (incorporated herein by reference to the Form 10-K of
               Registrant filed with Commission on March 23, 1998).

Exhibit 4.19   Senior Subordinated Indenture dated as of June 6, 2001 among
               Fresenius Medical Care AG, FMC Trust Finance S.a.r.l. Luxemborg -
               III, Fresenius Medical Care Holdings, Inc., Fresenius Medical
               Care Deutschland GmbH and State Street Bank and Trust Company
               with respect to 7 7/8% Senior Subordinated Notes due 2011
               (incorporated herein by reference to the Registration Statement
               on Form F-4 of Fresenius Medical Care AG (Registration No.
               333-66558)).

Exhibit 4.20   Senior Subordinated Indenture dated as of June 15, 2001 among
               Fresenius Medical Care AG, FMC Trust Finance S.a.r.l. Luxemborg -
               III, Fresenius Medical Care Holdings, Inc., Fresenius Medical
               Care Deutschland GmbH and State Street Bank and Trust Company
               with respect to 7 7/8% Senior Subordinated Notes due 2011
               (incorporated herein by



                                       28
<PAGE>

               reference to the Registration Statement on Form F-4 of Fresenius
               Medical Care AG (Registration No. 333-66558)).

Exhibit 10.1   Employee Benefits and Compensation Agreement dated September 27,
               1996 by and among W. R. Grace & Co., National Medical Care, Inc.,
               and W. R. Grace & Co.-- Conn. (incorporated herein by reference
               to the Registration Statement on Form F-1 of Fresenius Medical
               Care AG, as amended (Registration No. 333-05922), dated November
               22, 1996 and the exhibits thereto).

Exhibit 10.2   Purchase Agreement, effective January 1, 1995, between
               Baxter Health Care Corporation and National Medical Care, Inc.,
               including the addendum thereto (incorporated by reference to the
               Form SE of Fresenius Medical Care dated July 29, 1996 and the
               exhibits thereto).

Exhibit 10.3*  Product Purchase Agreement effective January 1, 2001 between
               Amgen, Inc. and National Medical Care, Inc. and Everest
               Healthcare Services Corporation (incorporated herein by reference
               to the Form 10-Q of the Registrant filed with the Commission on
               May 15, 2001).

Exhibit 10.4   Primary Guarantee dated July 31, 1996 (incorporated by
               reference to the Company's Registration Statement on Form S-4
               (Registration No. 333-09497) dated August 2, 1996 and the
               exhibits thereto).

Exhibit 10.5   Secondary Guarantee dated July 31, 1996 (incorporated by
               reference to the Company's Registration Statement on Form S-4
               (Registration No. 333-09497) dated August 2, 1996 and the
               exhibits thereto).

Exhibit 10.6   Receivables Purchase Agreement dated August 28, 1997 between
               National Medical Care, Inc. and NMC Funding Corporation
               (incorporated herein by reference to the Form 10-Q of the
               Registrant filed with the Commission on November 14, 1997).

Exhibit 10.7   Amendment dated as of September 28, 1998 to the Receivables
               Purchase Agreement dated as of August 28, 1997, by and between
               NMC Funding Corporation, as Purchaser and National Medical Care,
               Inc., as Seller (incorporated herein by reference to the Form
               10-Q of Registrant filed with Commission on November 12, 1998).

Exhibit 10.8   Amended and Restated Transfer and Administration Agreement dated
               as October 26, 2000 among Compass US Acquisition, LLC, NMC
               Funding Corporation, National Medical Care, Inc., Enterprise
               Funding Corporation, the Bank Investors listed therein,
               Westdeutsche Landesbank Girozentrale, New York Branch, as an
               administrative agent and Bank of America, N.A., as an
               administrative agent (incorporated herein by reference to the
               Form 10-K of Registrant filed with Commission on April 2, 2001).

Exhibit 10.9   Employment Agreement dated January 1, 1992 by and between Ben J.
               Lipps and Fresenius USA, Inc. (incorporated herein by reference
               to the Annual Report on Form 10-K of Fresenius USA, Inc., for the
               year ended December 31, 1992).

Exhibit 10.10   Modification to FUSA Employment Agreement effective as of
               January 1, 1998 by and between Ben J. Lipps and Fresenius Medical
               Care AG (incorporated herein by reference to the Form 10-Q of
               Registrant filed with Commission on May 14, 1998).

Exhibit 10.11  Employment Agreement dated March 15, 2000 by and between
               Jerry A. Schneider and National Medical Care, Inc (incorporated
               herein by reference to the Form 10-Q of Registrant filed with
               Commission on May 12, 2000).

Exhibit 10.12  Employment Agreement dated March 15, 2000 by and between
               Ronald J. Kuerbitz and National Medical Care, Inc. (incorporated
               herein by reference to the Form 10-Q of Registrant filed with
               Commission on May 12, 2000).

Exhibit 10.13  Employment Agreement dated March 15, 2000 by and between J.
               Michael Lazarus and National Medical Care, Inc. (incorporated
               herein by reference to the Form 10-Q of Registrant filed with
               Commission on May 12, 2000).

Exhibit 10.14  Employment Agreement dated March 15, 2000 by and between Robert
               "Rice" M. Powell, Jr. and National Medical Care, Inc.
               (incorporated herein by reference to the Form 10-K of Registrant
               filed with Commission on April 2, 2001).



                                       29
<PAGE>


Exhibit 10.15  Employment Agreement dated June 1, 2000 by and between John F.
               Markus and National Medical Care, Inc. (incorporated herein by
               reference to the Form 10-K of Registrant filed with Commission on
               April 2, 2001).

Exhibit 10.16  Subordinated Loan Note dated as of May 18, 1999, among National
               Medical Care, Inc. and certain Subsidiaries with Fresenius AG as
               lender (incorporated herein by reference to the Form 10-Q of
               Registrant filed with Commission on November 22, 1999).

Exhibit 11     Statement re: Computation of Per Share Earnings.


(b)  Reports on Form 8-K

     The Company filed no current reports on Form 8-K during the quarter for
which this report is filed.

* Confidential treatment has been requested as to certain portions of this
  Exhibit.



                                       30
<PAGE>



                                   SIGNATURES

     Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                      Fresenius Medical Care Holdings, Inc.



DATE: November 14, 2001               /s/ Ben J. Lipps
                                      ------------------------------------------
                                      NAME: Ben J. Lipps
                                      TITLE: President (Chief Executive Officer)




DATE: November 14, 2001               /s/ Jerry A. Schneider
                                      ------------------------------------------
                                      NAME: Jerry Schneider
                                      TITLE: Chief Financial Officer



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