<PAGE>   1

                       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: JUNE 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
                                        ---      ---




                                       1

<PAGE>   2




                      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>   3


       FRESENIUS MEDICAL CARE HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                                TABLE OF CONTENTS

PART I:  FINANCIAL INFORMATION
<TABLE>
<CAPTION>
  ITEM 1:  FINANCIAL STATEMENTS                                                     PAGE
  <S>     <C>                                                                       <C>

           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 4:  Submission of Matters to a Vote of Security Holders.......................25
  ITEM 5:  Other Information.........................................................25
  ITEM 6:  Exhibits and Reports on Form 8-K..........................................26
</TABLE>






                                       3



<PAGE>   4


                                     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                   SIX MONTHS ENDED
                                                                       JUNE 30,                            JUNE 30,
                                                            ----------------------------       -------------------------------
                                                                2001             2000              2001                2000
                                                            -----------      -----------       -----------         -----------
<S>                                                         <C>              <C>               <C>                 <C>
NET REVENUES
   Health care services................................     $   711,887      $   644,593       $ 1,400,288         $ 1,270,670
   Medical supplies....................................         131,402          116,131           248,142             235,169
                                                            -----------      -----------       -----------         -----------
                                                                843,289          760,724         1,648,430           1,505,839
                                                            -----------      -----------       -----------         -----------
EXPENSES
   Cost of health care services........................         492,888          428,246           969,285             848,649
   Cost of medical supplies............................          89,761           84,248           173,982             170,703
   General and administrative expenses.................          75,306           69,850           150,394             141,437
   Provision for doubtful accounts.....................          16,973           14,928            33,308              27,307
   Depreciation and amortization.......................          57,206           55,420           113,716             110,156
   Research and development............................           1,163            1,001             2,247               2,198
   Interest expense, net and related financing costs
      including $26,953 and $28,821 for the three months
      and $53,717 and $53,985 for the six  months ended,
      respectively, of interest with affiliates                  51,164           56,935           102,214             110,238
                                                            -----------      -----------       -----------         -----------
                                                                784,461          710,628         1,545,146           1,410,688
                                                            -----------      -----------       -----------         -----------

INCOME BEFORE INCOME TAXES ............................          58,828           50,096           103,284              95,151
PROVISION FOR INCOME TAXES.............................          28,165           24,927            49,471              46,888
                                                            -----------      -----------       -----------         -----------
NET INCOME ............................................     $    30,663      $    25,169       $    53,813         $    48,263
                                                            ===========      ===========       ===========         ===========

Basic and fully dilutive net income per share..........     $      0.34      $      0.28       $      0.60         $      0.53
</TABLE>














     See accompanying Notes to Unaudited, Consolidated Financial Statements.

                                       4


<PAGE>   5


       FRESENIUS MEDICAL CARE HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES


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

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                           JUNE 30,                           JUNE 30,
                                                  --------------------------         --------------------------
                                                    2001             2000              2001             2000
                                                  --------         ---------         --------         ---------
<S>                                               <C>              <C>               <C>              <C>
 NET INCOME.......................................$ 30,663         $  25,169         $ 53,813         $  48,263

 Other comprehensive income
    Foreign currency translation adjustments......     292                21             (116)              141
    Derivative instruments........................   4,144                --          (23,895)               --
                                                  --------         ---------         ---------        ---------
    Total other comprehensive income..............   4,436                21          (24,011)              141
                                                  --------         ---------         ---------        ---------
 COMPREHENSIVE INCOME.............................$ 35,099         $  25,190         $ 29,802         $  48,404
                                                  --------         ---------         --------         ---------

</TABLE>









    See accompanying Notes to Unaudited, Consolidated Financial Statements.


                                       5


<PAGE>   6


       FRESENIUS MEDICAL CARE HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      JUNE 30,         DECEMBER 31,
                                                                        2001              2000
                                                                     ----------        ------------
  ASSETS                                                             (UNAUDITED)
  ------
<S>                                                                  <C>               <C>
  Current Assets:
     Cash and cash equivalents ...................................   $    49,380       $    33,327
     Accounts receivable, less allowances of $78,847 and
       $80,466 ...................................................       351,427           318,391
     Inventories .................................................       205,189           191,699
     Deferred income taxes .......................................        97,164           123,190
     Other current assets ........................................       168,944           139,082
     Accounts receivable from affiliates .........................         7,267                --
     IDPN accounts receivable ....................................            --             5,189
                                                                     -----------       -----------
        Total Current Assets .....................................       879,371           810,878
                                                                     -----------       -----------
  Properties and equipment, net ..................................       473,742           456,936
                                                                     -----------       -----------
  Other Assets:
     Excess of cost over the fair value of net assets
        acquired and other intangible assets, net of
        accumulated amortization of $636,061 and $564,880 ........     3,167,357         3,222,044
     Other assets and deferred charges ...........................        48,405            63,500
                                                                     -----------       -----------
  Total Other Assets .............................................     3,215,762         3,285,544
                                                                     -----------       -----------
  Total Assets ...................................................   $ 4,568,875       $ 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 ........................................       150,251           151,268
     Current portion of borrowing from affiliates ................       173,209           341,643
     Accounts payable ............................................       131,165           139,754
     Accrued liabilities .........................................       232,869           228,025
     Accounts payable to affiliates ..............................            --             6,317
     Accrued income taxes ........................................        35,094            11,525
                                                                     -----------       -----------
        Total Current Liabilities ................................       722,588           964,452

  Long-term debt .................................................       415,300           588,526
  Non-current borrowings from affiliates .........................     1,064,078           786,865
  Capitalized lease obligations ..................................           808               911
  Deferred income taxes ..........................................       101,832           122,946
  Other liabilities ..............................................       127,150            58,188
                                                                     -----------       -----------
     Total Liabilities ...........................................     2,431,756         2,521,888
                                                                     -----------       -----------

  Mandatorily Redeemable Preferred Securities ....................       381,607           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 ................................................     1,942,387         1,942,387
  Retained deficit ...............................................      (269,420)         (322,973)
  Accumulated comprehensive income (loss) ........................       (23,773)              238
                                                                     -----------       -----------
     Total Equity ................................................     1,755,512         1,725,970
                                                                     -----------       -----------
  Total Liabilities and Equity ...................................   $ 4,568,875       $ 4,553,358
                                                                     ===========       ===========

</TABLE>

   See accompanying Notes to Unaudited, Consolidated Financial Statements


                                       6


<PAGE>   7


       FRESENIUS MEDICAL CARE HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                              SIX MONTHS ENDED
                                                                                  JUNE 30,
                                                                         --------------------------
                                                                            2001            2000
                                                                         ----------      ----------
<S>                                                                      <C>             <C>
Cash Flows from Operating Activities:
   Net Income .....................................................      $  53,813       $  48,263
   Adjustments to reconcile net earnings to net cash from
    operating activities:
      Depreciation and amortization ...............................        113,716         110,156
      Provision for doubtful accounts .............................         33,308          27,307
      Deferred income taxes .......................................         21,241          31,706
      Loss on disposal of properties and equipment ................            465             135

Changes in operating assets and liabilities, net of effects of
  purchase acquisitions and foreign exchange:
   Increase in accounts receivable ................................        (75,572)        (94,092)
   Increase in inventories ........................................        (13,464)         (4,166)
   Increase in other current assets ...............................        (29,836)         (8,047)
   Decrease in IDPN accounts receivable ...........................          5,189          43,584
   Decrease in other assets and deferred charges ..................         21,337           4,215
   Decrease in accounts payable ...................................         (9,502)        (23,024)
   Increase in accrued income taxes ...............................         23,569           8,986
   Increase (decrease) in accrued liabilities .....................          4,842         (40,072)
   Increase in other long-term liabilities ........................          6,745           4,005
   Net changes due to/from affiliates .............................        (13,584)          1,680
   Other, net .....................................................         (3,114)             29
                                                                         ---------       ---------
Net cash provided by operating activities .........................        139,153         110,665
                                                                         ---------       ---------

Cash Flows from Investing Activities:
   Capital expenditures ...........................................        (58,260)        (45,421)
   Payments for acquisitions, net of cash acquired ................        (12,986)        (82,405)
   Increase in other investments ..................................         (7,246)             --
                                                                         ---------       ---------
Net cash used in investing activities .............................        (78,492)       (127,826)
                                                                         ---------       ---------

Cash flows from Financing Activities:
   Payments on settlement of investigation ........................        (85,920)       (319,253)
   Net increase in borrowings from affiliates .....................        108,778         146,727
   Cash dividends paid ............................................           (260)           (260)
   Proceeds from receivable financing facility ....................          9,700          17,800
   Proceeds from mandatorily redeemable preferred securities ......         97,500              --
   Net increase (decrease) on debt and capitalized leases .........       (174,346)        175,009
                                                                         ---------       ---------
Net cash (used in)/provided by financing activities ...............        (44,548)         20,023
                                                                         ---------       ---------
Effects of changes in foreign exchange rates ......................            (60)            137
                                                                         ---------       ---------
Change in cash and cash equivalents ...............................         16,053           2,999
                                                                         ---------       ---------
Cash and cash equivalents at beginning of period ..................         33,327          12,563
                                                                         ---------       ---------
Cash and cash equivalents at end of period ........................      $  49,380       $  15,562
                                                                         =========       =========
</TABLE>





     See accompanying Notes to Unaudited, Consolidated Financial Statements

                                       7
<PAGE>   8


             FRESENIUS MEDICAL CARE HOLDINGS, INC. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                              SIX MONTHS ENDED
                                                                                  JUNE 30,
                                                                           ----------------------
                                                                             2001          2000
                                                                           --------      --------
<S>                                                                      <C>             <C>
  Supplemental disclosures of cash flow information:
     Cash paid during the period for:
        Interest ....................................................      $100,070      $106,400
        Income taxes paid, net ......................................         5,704         6,736

  Details for Acquisitions:
     Assets acquired ................................................        13,901        82,405
     Liabilities assumed ............................................           915          --
                                                                           --------      --------
     Net cash paid for acquisitions .................................      $ 12,986      $ 82,405
                                                                           ========      ========
</TABLE>










      See accompanying Notes to Unaudited Consolidated Financial Statements

                                       8


<PAGE>   9


      FRESENIUS MEDICAL CARE HOLDINGS, INC. AND CONSOLIDATED 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 June 30, 2001 and
2000 and for the three and six 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 six month
periods ended June 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          SIX MONTHS ENDED
                                                        JUNE 30,                    JUNE 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>   10


Income used in the computation of earnings per share were as follows:
<TABLE>
<CAPTION>
                                                             THREE  MONTHS  ENDED               SIX MONTHS ENDED
                                                                   JUNE 30,                          JUNE 30,
                                                          -------------------------         -------------------------
                                                            2001             2000             2001             2000
                                                          --------         --------         --------         --------
<S>                                                       <C>              <C>              <C>              <C>
  CONSOLIDATED

  Net income .....................................        $ 30,663         $ 25,169         $ 53,813         $ 48,263

  Dividends paid on preferred stock ..............            (130)            (130)            (260)            (260)
                                                          --------         --------         --------         --------
  Income used in per share computation of earnings        $ 30,533         $ 25,039         $ 53,553         $ 48,003
                                                          ========         ========         ========         ========
  Basic and fully dilutive earnings per share ....        $   0.34         $   0.28         $   0.60         $   0.53
                                                          ========         ========         ========         ========
</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 gains of $4 million ($6 million pretax) for the three months
ended June 30, 2001 and after taxes losses of $24 million ($41 million pretax)
for the six months ended June 30, 2001, were deferred in other comprehensive
income during the quarter. 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
$0.3 million ($0.6 million pretax) for the three month ended June 30, 2001 and
after tax losses of $0.1 million ($0.3 million pretax) for the six months ended
June 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. 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 six months ended June 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.

     FMC-AG 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 shares.
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. The Company has entered into agreements with Everest where it
provides certain management services on behalf of FMC.


                                       10

<PAGE>   11


     The Company sells dialysis products and provides laboratory services to
Everest. Net revenues for sales to Everest were approximately $9.9 million for
the three months and $15.4 million for the six months ended June 30, 2001. In
addition, the Company provides financing to Everest. At June 30, 2001, the
Company has trade and intercompany receivables of $78.8 million, intercompany
interest of $8.3 million and a net loan receivable of $188.1 million. The
intercompany receivable and the net loan receivable are recorded in the current
portion of borrowings from affiliates.

     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, which replaces SFAS No. 125 and rescinds SFAS
No. 127. SFAS No. 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 No. 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 for the adoption
of SFAS No. 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 to 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


                                       11

<PAGE>   12


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 and
142, it is currently not practicable to reasonably estimate the impact of
adopting these statements 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.

NOTE 2.  INVENTORIES

<TABLE>
<CAPTION>
                                                                   JUNE 30,      DECEMBER 31,
                                                                     2001           2000
                                                                  --------      ------------
  <S>                                                             <C>             <C>
  Inventories:
    Raw materials .........................................        $ 42,193        $ 44,787
    Manufactured goods in process .........................          11,132          10,516
    Manufactured and purchased inventory available for sale          89,866          80,520
                                                                   --------        --------
                                                                    143,191         135,823
     Health care supplies .................................          61,998          55,876
                                                                   --------        --------
         Total ............................................        $205,189        $191,699
                                                                   ========        ========
</TABLE>


NOTE 3.  DEBT

<TABLE>
<CAPTION>
                                                                          JUNE 30,      DECEMBER 31,
                                                                             2001          2000
                                                                          --------      ------------
  <S>                                                                     <C>             <C>
  Notes payable and Long-term debt to outside parties consists of:
  NMC Credit Facility ............................................        $561,300        $732,500
  Note payable for settlement ....................................            --            85,920
  Other ..........................................................           4,062           7,120
                                                                          --------        --------
                                                                           565,362         825,540
  Less amounts classified as current..............................         150,062         237,014
                                                                          --------        --------
                                                                          $415,300        $588,526
                                                                          ========        ========
</TABLE>

     Non current net borrowings from affiliates consists of:
<TABLE>
<CAPTION>
                                                                      JUNE 30,          DECEMBER 31,
                                                                        2001                2000
                                                                    -----------         ------------
<S>                                                                 <C>                 <C>
  Fresenius Medical Care AG non-current borrowings
      primarily at interest rates approximating 4.61% ......        $   179,971         $    18,850
  Fresenius AG non-current borrowing at interest rates
      approximating 4.48%...................................             67,500             209,000
  Fresenius Medical Care Trust Finance S.a.r.l. at interest
      rates of 4.6% and 9.25% ..............................          1,135,239             786,524
  Franconia Acquisition, LLC at interest rates approximating
      6.87% ................................................            113,121             113,121
  Everest Healthcare Holdings, Inc., net borrowings ........           (259,615)               --
  Other ....................................................              1,071               1,013
                                                                    -----------         -----------
                                                                      1,237,287           1,128,508
  Less amounts classified as current .......................            173,209             341,643
                                                                    -----------         -----------
  Total ....................................................        $ 1,064,078         $   786,865
                                                                    ===========         ===========
</TABLE>


                                       12

<PAGE>   13



NOTE 4.  MANDATORILY REDEEMABLE PREFERRED SECURITIES

     During the fourth quarter of 2000, a wholly-owned subsidiary of the Company
issued to NMC 1,000 shares of Series A Preferred Stock and 1,700 shares of
Series C Preferred Stock that were then transferred to FMC for proceeds of
$113,500 and $192,000. These securities are identical in substance except that
the Series A shares rank prior to the Series C shares both as to dividends and
liquidation, dissolution or winding-up of the subsidiary.

     During the second quarter of 2001, a wholly-owned subsidiary of the Company
issued to NMC 870 shares of Series D Preferred Stock (together with the Series A
and C Preferred Stock, the "Redeemable Preferred Securities") that were then
transferred to FMC for proceeds of $97,500.

     The Redeemable Preferred Securities have a par value of $.01 per share. The
holders of the Redeemable Preferred Securities are entitled to receive dividends
in amount of dollars per share equal to approximately 8% of the share issuance
price. The dividends will be declared and paid in cash at least annually.

     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 an amount equal to Euros 341,385 plus any
accrued and unpaid dividends. Accordingly, the 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.

NOTE 5.  SETTLEMENT OF INVESTIGATION WITH THE U.S. GOVERNMENT

     During the three and six months ended June 30, 2001, the Company made final
payments to the U.S. Government of $51.2 million and $85.9 million,
respectively, pursuant to the January 2000 settlement agreement with the U.S.
Government.

      In addition, the Company received a final payment of $5.2 million in the
first quarter of 2001 from the U.S. Government, related to the Company's claims
for outstanding Medicare receivables.



                                       13



<PAGE>   14


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-


                                       14

<PAGE>   15


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 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.


                                     15


<PAGE>   16

     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 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 be the obligation of the
Company. Subject to certain representations made by W.R. Grace & Co.-Conn., the
Company and Fresenius AG, W.R. Grace & Co.-Conn. also agreed to indemnify the
Company against any such tax liability. 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., a judgment
could have a material adverse effect on the Company's business, financial
condition and results of operations.




                                       16


<PAGE>   17


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 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 six months ended June 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          6/30/01        $  715,960        $  189,791        $   62,462        $  843,289
  Three Months Ended          6/30/00           648,325           178,415            66,016           760,724

  Six Months Ended            6/30/01        $1,408,431        $  368,470        $  128,471        $1,648,430
  Six Months Ended            6/30/00         1,278,327           353,357           125,845         1,505,839


  OPERATING EARNINGS
  Three Months Ended          6/30/01        $  107,544        $   36,325              --          $  143,869
  Three Months Ended          6/30/00           103,595            30,093              --             133,688

  Six Months Ended            6/30/01        $  206,519        $   66,812              --          $  273,331
  Six Months Ended            6/30/00           202,696            56,345              --             259,041

  TOTAL ASSETS                6/30/01        $2,251,701           655,380              --          $2,907,081
                             12/31/00         2,176,055           644,853              --           2,820,908
</TABLE>

     Total assets of $4,568,875 is comprised of total assets for reportable
segments, $2,907,081; intangible assets not allocated to segments, $1,898,480;
receivable financing facility ($455,000); and other corporate assets $218,314.

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

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                     JUNE 30,                        JUNE 30,
                                                             -------------------------       -------------------------
                 SEGMENT RECONCILIATION                         2001            2000            2001            2000
                 ----------------------                      ---------       ---------       ---------       ---------
  <S>                                                        <C>             <C>             <C>             <C>
  INCOME BEFORE INCOME TAXES:

       Total operating earnings for reportable segments      $ 143,869       $ 133,688       $ 273,331       $ 259,041
       Corporate G&A ..................................        (32,714)        (25,656)        (65,586)        (51,454)
       Research and development expense ...............         (1,163)         (1,001)         (2,247)         (2,198)
       Net interest expense ...........................        (51,164)        (56,935)       (102,214)       (110,238)
                                                             ---------       ---------       ---------       ---------
       Income Before Income Taxes .....................      $  58,828       $  50,096       $ 103,284       $  95,151
                                                             =========       =========       =========       =========
</TABLE>



                                       17


<PAGE>   18


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                     SIX MONTHS ENDED
                                                                      JUNE 30,                               JUNE 30,
                                                            --------------------------             ---------------------------
                                                               2001             2000                  2001             2000
                                                            ---------        ---------             ---------         ---------
       <S>                                                  <C>              <C>                   <C>               <C>
       NET REVENUES
          Dialysis Services............................     $     716        $     648             $   1,408         $  1,278
          Dialysis Products............................           190              178                   368              353
          Intercompany Eliminations....................           (63)             (65)                 (128)            (125)
                                                            ---------        ---------             ---------         ---------
       Total Net Revenues..............................     $     843        $     761             $   1,648         $   1,506
                                                            =========        =========             =========         =========
       Operating Earnings:
          Dialysis Services............................     $     108        $     104             $     207         $     203
          Dialysis Products............................            36               30                    66                56
                                                            ---------        ---------             ---------         ---------
       Total Operating Earnings........................           144              134                   273               259
                                                            ---------        ---------             ---------         ---------
       Other Expenses:
          General Corporate............................     $      33        $      26             $      66         $      52
          Research & Development.......................             1                1                     2                 2
          Interest Expense, Net........................            51               57                   102               110
                                                            ---------        ---------             ---------         ---------
       Total Other Expenses............................            85               84                   170               164
                                                            ---------        ---------             ---------         ---------
       Earnings Before Income Taxes....................            59               50                   103                95
       Provision for Income Taxes......................            28               25                    49                47
                                                            ---------        ---------             ---------         ---------
       Net Income......................................     $      31        $      25             $      54         $      48
                                                            =========        =========             =========         =========
</TABLE>


                                       18


<PAGE>   19


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

     Net revenues from operations for the second quarter of 2001 increased by
11% ($82 million) over the comparable period in 2000. Net income from operations
for the second quarter of 2001 increased by 24% ($6 million) over the comparable
period in 2000 as a result of increased operating earnings, and decreased
interest expense partially offset by increased general corporate expenses.

     DIALYSIS SERVICES

     Dialysis Services net revenues for the second quarter of 2001 increased by
10% ($68 million) over the comparable period in 2000, primarily as a result of a
9% 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 acquisitions. The laboratory testing
revenues increased as a result of higher patient volume.

     Dialysis Services operating earnings for the second quarter of 2001
increased by 4% ($4 million) over 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, partially offset by higher personnel costs, increases in
provisions for doubtful accounts and increases to other operating expenses.

     DIALYSIS PRODUCTS

     Dialysis Products net revenues for the second quarter of 2001 increased by
7% ($12 million) over the comparable period of 2000. This is due to increased
sales of machines and other hemo disposable products, partially offset by
decreased sales of dialyzers.

     Dialysis Products operating earnings for the second quarter of 2001
increased by 20% ($6 million) over the comparable period of 2000. This is a
result of an improvements in gross margin and decreased freight and distribution
expenses.

     OTHER EXPENSES

     The Company's other expenses for the second quarter of 2001 decreased by 1%
($1 million) over the comparable period of 2000. General corporate expenses
increased by $7 million due to a $5 million increase in employee benefits and a
charge of approximately $3 million to form a natural hedge for currency
exposures on intercompany obligations. Interest expense was favorable by $6
million primarily due to the change in the mix of debt instruments during the
second quarter 2001 versus the second quarter of 2000.

     INCOME TAX RATE

     The effective tax rate for the second quarter of 2001 (47.9%) is lower than
the rate for the comparable period of 2000 (49.8%) due to higher earnings in
relation to the constant amount of non-deductible merger goodwill.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

     Net revenues from operations for the first six months of 2001 increased by
9% ($142 million) over the comparable period in 2000. Net income from operations
for the first six months of 2001 increased by 13% ($6 million) over the
comparable period in 2000 as a result of increased operating earnings and
decreased interest expense partially offset by increased general corporate
expenses.

     DIALYSIS SERVICES

     Dialysis Services net revenues for the first six months of 2001 increased
by 10% ($130 million) over the comparable period in 2000, primarily as a result
of a 9% 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 acquisitions. The laboratory testing
revenues increased as a result of higher patient volume.


                                       19

<PAGE>   20


     Dialysis Services operating earnings for the first six months of 2001
increased by 2% ($4 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 offset by higher personnel costs, increases in the provision
for doubtful accounts, and increases in other operating expenses.

     DIALYSIS PRODUCTS

     Dialysis Products net revenues for the first six months of 2001 increased
by 4% ($15 million) over the comparable period of 2000. This is primarily due to
increased sales of machines, dialyzers, and other hemo disposable products.

     Dialysis Products operating earnings for the first six months of 2001
increased by 18% ($10 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 six months of 2001 increased by
4% ($6 million) over the comparable period of 2000. General corporate expenses
increased by $14 million primarily due to a charge of $12 million to form a
natural hedge for currency exposures on intercompany obligations and increased
employee benefits . Interest expense was favorable by $8 million primarily due
to the change in the mix of debt instruments during the first six months of 2001
versus the first six months of 2000.

     INCOME TAX RATE

     The effective tax rate for the first six months of 2001 (47.9%) is lower
than the rate for the comparable period of 2000 (49.3%) 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 and net increases in the
receivable financing facility.

     Cash from operations increased by $28 million from $111 million for the six
months ended June 30, 2000 to $139 million for the six months ended June 30,
2001. This increase is primarily due to cash inflows from operating assets and
liabilities of $22 million and increases in net income of $6 million.

     The movement in operating assets and liabilities includes the collection of
$5 million related to IDPN receivables. Increases in accounts receivable of $75
million in the six month period 2001 are primarily due to the impact of
acquisitions in 2001 and 2000, as well as increases in days sales outstanding
resulting from slower payment patterns from third parties, specifically non
governmental payors. Decreases in accounts payable are primarily due to the
timing of disbursements. Cash on hand was $49 and $33 million at June 30, 2001
and December 31, 2000, respectively. In addition, The Company made equity
investments totaling $7 million in 2001.

     Net cash flows used in investing activities of operations totaled $78
million in 2001 compared to $128 million in 2000. The Company funded its
acquisitions and capital expenditures primarily through cash flows from
operations and intercompany borrowings. Acquisitions totaled $13 million and $82
million in 2001 and 2000, respectively, net of cash acquired. Capital
expenditures of $58 million and $45 million were made for internal expansion,
improvements, new furnishings and equipment in 2001 and 2000, respectively.

     Net cash flows used in financing activities of operations totaled $45
million in 2001 compared to net cash flows provided by of $20 million in 2000.
During the first six 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 $174
million, primarily due to the paydown of the Company's credit facility of $172
million. Proceeds from financing activities during the first six months included
$97.5 million for the issuance of mandatorily redeemable preferred stock to an
affiliated company and increased borrowings under a receivable financing
facility of $9.7 million.


                                       20

<PAGE>   21


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. has 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>   22


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. Also, 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 June 30, 2001, the fair value of the Company's interest rate agreements,
which consisted entirely of interest rate swaps, is approximately ($40.6
million) and the fair value of Company's foreign exchange contracts, which
consisted entirely of forward agreements, is valued at approximately $26.2
million. The Company had outstanding contracts covering the purchase of $482
million Euros ("EUR") at an average contract price of $0.9115 per EUR, for
delivery between April 2001 and November 2003.




                                       22


<PAGE>   23


                                     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.


                                       23


<PAGE>   24


     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 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.


                                       24


<PAGE>   25


     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 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.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  ANNUAL MEETING. The Company held its annual meeting of shareholders on May
     25, 2001 (the "Meeting").

(b)  ELECTION OF DIRECTORS. At the Meeting, the shareholders elected Ben J.
     Lipps, Jerry Schneider and John Markus to serve as directors until the
     next annual meeting of shareholders. Holders of shares representing
     90,000,010 votes voted in favor of the election of Messrs. Lipps, Schneider
     and Markus to the Board of Directors. There were no votes against their
     election, no abstentions and no broker non-votes.

(c)  ACTION BY WRITTEN CONSENT. A proposal to amend FMCH's Certificate of
     Incorporation to permit corporate action to be taken by the majority
     written consent of the Company's shareholders was presented and approved at
     the Meeting. The holders of shares representing 90,000,010 votes voted in
     favor of this proposal. There were no no-votes against the proposal, no
     abstentions and no broker non-votes.

ITEM 5:  OTHER INFORMATION

     Effective July 27, 2001, E. Craig Dawson, President of the Company's
Spectra Renal Management Laboratory Services Division, resigned from his
positions with the Company and its affiliates.




                                       25


<PAGE>   26


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 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 2.2    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) (filed herewith).

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>   27


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.) 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
               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

                                       27


<PAGE>   28


               Managing Agent (incorporated herein by reference to the Form 10-K
               of registrant filed with Commission on March 30, 2000).

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)).


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<PAGE>   29


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 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).


                                      29

<PAGE>   30


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).

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



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




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






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