<PAGE>   1

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 ACT OF 1934

                         COMMISSION FILE NUMBER 0-19946

                             LINCARE HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                            <C>
                   DELAWARE                                      51-0331330
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

              19387 US 19 NORTH                                    33764
                CLEARWATER, FL                                   (Zip Code)
   (Address of principal executive offices)
</Table>

      Registrant's telephone number, including area code:  (727) 530-7700

     Indicate by check mark 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  _

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

<Table>
<Caption>
                           CLASS                              OUTSTANDING AT JULY 20, 2001
                           -----                              -----------------------------
<S>                                                           <C>
Common Stock, $0.01 par value...............................       107,687,864 shares
</Table>

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<PAGE>   2

                             LINCARE HOLDINGS INC.

                                   FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                                     INDEX

<Table>
<Caption>
                                                                      PAGE
                                                                      ----
<S>     <C>                                                           <C>
PART I.  FINANCIAL INFORMATION
Item 1  Financial Statements (unaudited)
        Condensed consolidated balance sheets.......................    3
        Condensed consolidated statements of operations.............    4
        Condensed consolidated statements of cash flows.............    5
        Notes to condensed consolidated financial statements........    6
Item 2  Management's Discussion and Analysis of Results of
        Operations and Financial Condition..........................    8
Item 3  Quantitative and Qualitative Disclosure Regarding Market
        Risk........................................................   10

PART II.  OTHER INFORMATION
Item 1  Legal Proceedings...........................................   12
Item 2  Changes in Securities.......................................   12
Item 3  Defaults Upon Senior Securities.............................   12
Item 4  Submission of Matters to a Vote of the Security Holders.....   12
Item 5  Other Information...........................................   12
Item 6  Exhibits and Reports on Form 8-K............................   12
Signature...........................................................   13
</Table>

                                        2
<PAGE>   3

                         PART I.  FINANCIAL STATEMENTS

ITEM 1 -- FINANCIAL STATEMENTS (UNAUDITED)

                     LINCARE HOLDINGS INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)

<Table>
<Caption>
                                                              JUNE 30,     DECEMBER 31,
                                                                2001           2000
                                                              ---------    ------------
                                                                   (IN THOUSANDS)
<S>                                                           <C>          <C>
Current assets:
  Cash and cash equivalents.................................  $    734       $  3,201
  Accounts and notes receivable.............................   124,166        116,838
  Income tax receivable.....................................        --          5,210
  Inventories...............................................     2,693          3,882
  Other.....................................................     4,486          7,121
                                                              --------       --------
          Total current assets..............................   132,079        136,252
                                                              --------       --------
Property and equipment......................................   403,373        364,819
Less: accumulated depreciation..............................   202,113        176,770
                                                              --------       --------
          Net property and equipment........................   201,260        188,049
                                                              --------       --------
Other assets:
  Goodwill..................................................   596,666        540,637
  Intangible assets.........................................     5,996          8,501
  Covenants not to compete..................................     1,016          1,153
  Other.....................................................     2,602          3,003
                                                              --------       --------
          Total other assets................................   606,280        553,294
                                                              --------       --------
               Total assets.................................  $939,619       $877,595
                                                              ========       ========

Current liabilities:
  Current installments of long-term obligations.............  $ 12,455       $  6,328
  Accounts payable..........................................    19,343         19,812
  Accrued expenses:
     Compensation and benefits..............................    13,662         15,455
     Other..................................................    10,980         10,182
     Income taxes payable...................................     6,595             --
                                                              --------       --------
          Total current liabilities.........................    63,035         51,777
                                                              --------       --------
Long-term obligations, excluding current installments.......   164,900        204,024
Interest rate derivative financial instrument...............     3,596          1,961
Deferred income taxes.......................................    38,624         34,585
Minority interest...........................................       701            798
Stockholders' equity:
  Common stock..............................................     1,209          1,200
  Additional paid-in capital................................   192,481        175,402
  Retained earnings.........................................   651,543        584,693
  Less: treasury stock......................................   176,470        176,845
                                                              --------       --------
          Total stockholders' equity........................   668,763        584,450
                                                              --------       --------
               Total liabilities and stockholders' equity...  $939,619       $877,595
                                                              ========       ========
</Table>

     See accompanying notes to condensed consolidated financial statements.

                                        3
<PAGE>   4

                     LINCARE HOLDINGS INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<Table>
<Caption>
                                        FOR THE THREE MONTHS ENDED     FOR THE SIX MONTHS ENDED
                                        --------------------------    --------------------------
                                         JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,
                                           2001           2000           2001           2000
                                        -----------    -----------    -----------    -----------
                                             (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<S>                                     <C>            <C>            <C>            <C>
Net revenues..........................  $   198,371    $   167,621    $   390,032    $   327,118
                                        -----------    -----------    -----------    -----------
Costs and expenses:
  Costs of goods and services.........       30,183         26,091         60,109         50,486
  Operating expenses..................       45,002         37,564         88,511         73,492
  Selling, general and administrative
     expenses.........................       41,224         35,817         81,318         69,895
  Bad debt expense....................        2,976          2,515          5,851          4,907
  Depreciation expense................       13,395         11,950         26,395         23,275
  Amortization expense................        5,315          4,728         10,471          8,994
                                        -----------    -----------    -----------    -----------
                                            138,095        118,665        272,655        231,049
                                        -----------    -----------    -----------    -----------
          Operating income............       60,276         48,956        117,377         96,069
                                        -----------    -----------    -----------    -----------
Other income (expense):
  Interest income.....................          108            109            219            189
  Interest expense....................       (3,851)        (3,519)        (7,940)        (6,824)
  Net gain (loss) on disposal of
     property
     and equipment....................          (23)            39            (22)           (10)
  Unrealized gain (loss) on derivative
     financial instrument.............          561             --         (1,635)            --
                                        -----------    -----------    -----------    -----------
                                             (3,205)        (3,371)        (9,378)        (6,645)
                                        -----------    -----------    -----------    -----------
          Income before income
            taxes.....................       57,071         45,585        107,999         89,424
Income taxes..........................       21,745         17,368         41,149         34,071
                                        -----------    -----------    -----------    -----------
          Net income..................  $    35,326    $    28,217    $    66,850    $    55,353
                                        ===========    ===========    ===========    ===========
  Basic -- earnings per common
     share............................  $      0.33    $      0.26    $      0.62    $      0.52
                                        ===========    ===========    ===========    ===========
  Diluted -- earnings per common
     share............................  $      0.32    $      0.26    $      0.61    $      0.51
                                        ===========    ===========    ===========    ===========
Weighted average number of common
  shares outstanding..................  107,372,430    106,601,328    107,185,392    107,029,772
                                        ===========    ===========    ===========    ===========
Weighted average number of common
  shares and common share equivalents
  outstanding.........................  110,056,314    108,526,324    109,847,081    108,977,498
                                        ===========    ===========    ===========    ===========
</Table>

     See accompanying notes to condensed consolidated financial statements.

                                        4
<PAGE>   5

                     LINCARE HOLDINGS INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<Table>
<Caption>
                                                              FOR THE SIX MONTHS ENDED
                                                              ------------------------
                                                               JUNE 30,      JUNE 30,
                                                                 2001          2000
                                                              ----------    ----------
                                                                   (IN THOUSANDS)
<S>                                                           <C>           <C>
Cash from operations........................................   $123,530      $ 91,080
Investing activities:
  Proceeds from sale of property and equipment..............         42           211
  Capital expenditures......................................    (36,655)      (30,704)
  Decrease in other assets..................................        275           106
  Business acquisitions, net of cash acquired...............    (57,123)     (150,238)
                                                               --------      --------
                                                                (93,461)     (180,625)
                                                               --------      --------
Financing activities:
  Proceeds from long-term obligations.......................     51,267       168,000
  Payment of long-term obligations..........................    (94,014)      (55,171)
  Decrease in minority interest.............................       (136)         (128)
  Proceeds from issuance of common stock....................      9,972         1,130
  Proceeds from issuance of treasury stock..................        375           539
  Payment to acquire treasury stock.........................         --       (21,676)
                                                               --------      --------
                                                                (32,536)       92,694
                                                               --------      --------
Increase (decrease) in cash.................................     (2,467)        3,149
Cash and cash equivalents, beginning of period..............      3,201         3,699
                                                               --------      --------
Cash and cash equivalents, end of period....................   $    734      $  6,848
                                                               ========      ========
</Table>

     See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>   6

                             LINCARE HOLDINGS INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1 -- BASIS OF PRESENTATION

     The accompanying condensed consolidated balance sheet as of June 30, 2001,
the condensed consolidated statements of operations for the three and six month
periods ended June 30, 2001 and 2000 and the condensed consolidated statements
of cash flows for the six months ended June 30, 2001 and 2000 are unaudited and
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10Q and
should be read in conjunction with the consolidated financial statements and
related notes of Lincare Holdings Inc. on Form 10K for the fiscal year ended
December 31, 2000. In the opinion of management, all adjustments, consisting of
normal recurring accruals, necessary for a fair presentation of the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the entire year. The accompanying condensed
consolidated balance sheet as of December 31, 2000 is derived from the Lincare
Holdings Inc. (the "Company") audited balance sheet as of that date.

NOTE 2 -- BUSINESS COMBINATIONS

     During the six months ended June 30, 2001 the Company acquired, in
unrelated acquisitions, certain assets of ten companies. Each acquisition was
accounted for as a purchase. The results of the acquired companies are included
in the accompanying condensed consolidated statements of operations since the
respective dates of acquisition.

     The aggregate cost of these acquisitions was as follows:

<Table>
<Caption>
                                                             (IN THOUSANDS)
                                                             --------------
<S>                                                          <C>
Cash........................................................    $57,123
Deferred acquisition obligations............................      9,641
Assumption of liabilities...................................        328
                                                                -------
                                                                $67,092
                                                                =======
</Table>

     The aggregate purchase price was allocated as follows:

<Table>
<S>                                                          <C>
Current assets..............................................    $   739
Property and equipment......................................      3,016
Intangible assets...........................................        100
Goodwill....................................................     63,237
                                                                -------
                                                                $67,092
                                                                =======
</Table>

                                        6
<PAGE>   7

     Unaudited pro forma supplemental information on the results of operations
for the six months ended June 30, 2001 and June 30, 2000 are provided below and
reflect the acquisitions as if they had been combined at the beginning of each
respective period.

<Table>
<Caption>
                                                                FOR THE SIX MONTHS
                                                                  ENDED JUNE 30,
                                                              ----------------------
                                                                2001          2000
                                                              --------      --------
                                                               (IN THOUSANDS EXCEPT
                                                                 PER SHARE DATA)
<S>                                                           <C>           <C>
Net revenues................................................  $403,159      $347,304
                                                              ========      ========
Net income..................................................  $ 69,428      $ 59,296
                                                              ========      ========
Income per common share:
  Basic.....................................................  $   0.65      $   0.55
                                                              ========      ========
  Diluted...................................................  $   0.63      $   0.54
                                                              ========      ========
</Table>

     The unaudited pro forma financial information is not necessarily indicative
of either the results of operations that would have occurred had the
transactions been effected at the beginning of the respective preceding periods
or of future results of operations of the combined companies.

                                        7
<PAGE>   8

                             LINCARE HOLDINGS, INC.

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

OPERATING RESULTS

     The following table sets forth for the periods indicated a summary of the
Company's net revenues by source:

<Table>
<Caption>
                                          FOR THE THREE MONTHS    FOR THE SIX MONTHS ENDED
                                             ENDED JUNE 30,               JUNE 30,
                                          --------------------    ------------------------
                                            2001        2000         2001          2000
                                          --------    --------    ----------    ----------
                                             (IN THOUSANDS)            (IN THOUSANDS)
<S>                                       <C>         <C>         <C>           <C>
Oxygen and other respiratory therapy....  $173,812    $145,843      340,611       287,807
Home medical equipment and other........    24,559      21,778       49,421        39,311
                                          --------    --------     --------      --------
          Total.........................  $198,371    $167,621      390,032      $327,118
                                          ========    ========     ========      ========
</Table>

     Net revenues for the three months ended June 30, 2001 increased by
$30,750,000 (or 18.3%) compared with the three months ended June 30, 2000, and
for the six months ended June 30, 2001 increased $62,914,000 (or 19.2%) compared
with the six months ended June 30, 2000. The increases in net revenues are
attributed to underlying growth in the market for the Company's services, the
Company's sales and marketing efforts that emphasize quality and customer
service, and the effect of the acquisitions completed by the Company.

     Cost of goods and services as a percentage of net revenues were 15.2% for
the three months ended June 30, 2001 compared with 15.6% for the three months
ended June 30, 2000. Costs of goods and services as a percentage of net revenues
were 15.4% for the six months ended June 30, 2001 compared with 15.4% for the
six months ended June 30, 2000.

     The Company continues to maintain a cost structure that, with increases in
net revenues, has permitted the Company to spread its fixed operating and
overhead expenses over a larger base of revenues, resulting in improvement in
operating income. Operating expenses expressed as a percentage of net revenues
for the three and six month periods ended June 30, 2001 were 22.7% as compared
to the three and six month periods ended June 30, 2000 which were 22.4% and
22.5%, respectively. Selling, general and administrative expenses as a
percentage of net revenues for the three and six month periods ended June 30,
2001 were 20.8% as compared to the three and six month periods ended June 30,
2000 which were 21.4%.

     Amortization expense for the three and six months ended June 30, 2001 were
$5,315,000 and $10,471,000 as compared with $4,728,000 and $8,994,000 for the
three and six months ended June 30, 2000. The increase is attributable to the
amortization of intangible assets associated with business combinations in 2000
and the first six months of 2001.

     Operating income for the three and six months ended June 30, 2001 increased
to $60,276,000 and $117,377,000, respectively, compared with $48,956,000 and
$96,069,000 for the three and six months ended June 30, 2000. The increases in
operating income are attributable to the continued revenue growth and efforts to
control costs.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided from operating activities was $123,530,000 for the six
months ended June 30, 2001 compared with $91,080,000 for the six months ended
June 30, 2000.

     Net cash used in investing and financing activities was $125,997,000 for
the six months ended June 30, 2001. Activity during the six month period ended
June 30, 2001 included the Company's investment of $57,123,000 in business
acquisitions, investment in property and capital equipment of $36,655,000,
proceeds of $51,267,000 from long-term obligations and payments of $94,014,000
related to long-term obligations.

     As of June 30, 2001, the Company's principal sources of liquidity consisted
of $69,044,000 of working capital and $195,500,000 available under its
$240,000,000 three year bank credit facility. The Company

                                        8
<PAGE>   9

believes that internally generated funds, together with funds that may be
borrowed under its three year bank credit facility, will be sufficient to meet
the Company's anticipated capital requirements and financial obligations for the
foreseeable future.

     On June 11, 1999, the Company's Board of Directors authorized the Company
to repurchase up to $200,000,000 of its outstanding common stock. Purchases are
made through open market or privately negotiated transactions, subject to market
conditions and trading restrictions. There were no repurchases made by the
Company during the six month period ended June 30, 2001. As of June 30, 2001,
$178,007,000 of common stock had been repurchased under this program. The total
common stock held in treasury was $176,470,000 as of June 30, 2001.

MEDICARE REIMBURSEMENT

     As a supplier of home oxygen and other respiratory therapy services for the
home health care market, the Company participates in Medicare Part B, the
Supplementary Medical Insurance Program, which was established by the Social
Security Act of 1965. Suppliers of home oxygen and other respiratory therapy
services have historically been heavily dependent on Medicare reimbursement due
to the high proportion of elderly suffering from respiratory disease.

     On December 21, 2000, an approximately $35 billion Medicare "giveback"
package was signed into law as part of H.R. 4577, the "Consolidated
Appropriations Act, 2001." The appropriations act incorporates by reference the
text of H.R. 5661, the Medicare, Medicaid and SCHIP Benefits Improvement and
Protection Act of 2000 ("BIPA"), which includes sweeping reimbursement and other
policy changes intended to mitigate the effects of reimbursement cuts contained
in the Balanced Budget Act of 1997. Among other things, BIPA:

     (1) modifies payments for durable medical equipment ("DME") items.
        Specifically, for items provided in 2001, BIPA updates payments by the
        full increase in the consumer price index for urban consumers ("CPI-U")
        during the 12-month period ending June 2000. The DME payment update does
        not apply to oxygen and oxygen equipment. The update is implemented in
        two steps: for the period January 1, 2001 through June 30, 2001, DME
        payments will remain the same as were in effect before enactment of
        BIPA, and for the period of July 1, 2001 through December 31, 2001, DME
        items will receive the full CPI-U update increased by a "transitional
        allowance" of 3.28 percent. As provided under BIPA, the transitional
        allowance will not be taken into account in calculating payment amounts
        after 2001. No DME payment increase is authorized for 2002.

     (2) requires the U.S. General Accounting Office ("GAO") to study Medicare
        reimbursement for drugs and biologicals and for related services. The
        study, which the GAO is directed to complete within nine months of
        enactment of BIPA, must include specific recommendations for revised
        payment methodologies. The Department of Health and Human Services
        ("HHS") is required to revise the current payment methodologies based on
        the GAO's recommendations; however, total payments may not exceed the
        aggregate payments that would otherwise have been made under current
        law. BIPA imposes a temporary moratorium on reductions in Medicare
        reimbursement for drugs and biologicals until GAO submits its findings
        to Congress.

     On November 29, 1999, the Balanced Budget Refinement Act of 1999 ("BBA
Refinement Act") was signed into law. This legislation was designed to mitigate
the effects of the Balanced Budget Act of 1997 ("BBA") on health care providers.
The BBA Refinement Act restores approximately $1.2 billion in funding in 2000
and $16 billion over five years, and affects a wide range of health care
providers. With respect to the services provided by the Company, the BBA
Refinement Act provides for temporary increases in Medicare payment rates for
durable medical equipment (including oxygen equipment) of 0.3% in 2001 and 0.6%
in 2002. Furthermore, the BBA Refinement Act temporarily prohibits HHS from
exercising its inherent reasonableness authority to reduce payments for
non-physician Part B services, including durable medical equipment, and excludes
durable medical equipment from the home health consolidated billing requirements
established in the BBA.

                                        9
<PAGE>   10

     On August 5, 1997, the Balanced Budget Act of 1997 ("BBA") was signed into
law. The legislation, among other things, was intended to reduce Medicare
expenditures by $115 billion over five years. The BBA reduced Medicare
reimbursement amounts for oxygen and oxygen equipment furnished after January 1,
1998, to 75 percent of the fee schedule amounts in effect during 1997.
Reimbursement amounts for oxygen and oxygen equipment furnished after January 1,
1999, and each subsequent year thereafter, were reduced to 70 percent of the fee
schedule amounts in effect during 1997. The BBA also reduced payment amounts for
covered drugs and biologicals furnished after January 1, 1998 to 95 percent of
the average wholesale price of such covered items.

     The BBA authorizes HHS to conduct up to five competitive bidding
demonstration projects for the acquisition of durable medical equipment and
requires that one such project be established for home oxygen equipment. Each
demonstration project is to be operated over a three-year period and is to be
conducted in not more than three competitive acquisition areas. The first
demonstration project became effective in Polk County, Florida on October 1,
1999. A second demonstration site was established in the three counties
surrounding San Antonio, Texas and became effective on February 1, 2001. Lincare
is a participating supplier for home oxygen equipment in both competitive
bidding demonstration sites. The BBA also includes provisions designated to
reduce health care fraud and abuse including a surety bond requirement, which
has not yet been implemented, for durable medical equipment providers.

     Federal and state budgetary and other cost-containment pressures will
continue to impact the home respiratory care industry. The Company cannot
predict whether new federal and state budgetary proposals will be adopted or the
effect, if any, such proposals would have on the Company's business.

NEW ACCOUNTING STANDARDS

     The Company will adopt Statement of Financial Accounting Standards ("SFAS")
No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 141 requires that an entity account for business
combinations using the purchase method and eliminates the pooling method. In
addition, SFAS No. 141 provides guidance regarding the initial recognition and
measurement of goodwill and other intangible assets. SFAS No. 142 requires that
goodwill no longer be amortized and instead be tested annually for impairment.
The provisions of SFAS No. 141 and SFAS No. 142 apply to all business
combinations completed after June 30, 2001. SFAS No. 142 is effective January 1,
2002 for business combinations completed prior to June 30, 2001. The Company is
evaluating the impact of adopting these statements.

ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURE REGARDING MARKET RISK

     For the six months ended June 30, 2001, the Company recorded an unrealized
loss of $1,635,000 ($0.01 per share after taxes) representing a non-cash
valuation adjustment of a derivative financial instrument in accordance with
Statement of Financial Accounting Standards (SFAS) No. 133. The non-cash
valuation adjustment represents the change in market value of the Company's
interest rate collar from December 31, 2000 to June 30, 2001. SFAS No. 133
requires financial statement recognition of the change in market value of
derivative financial instruments. Accordingly, the Company expects to record a
non-cash gain or loss each period to reflect the change in market value of the
interest rate collar until maturity of the instrument. The Company has the
option to terminate the interest rate collar at any time for cash settlement at
fair market value.

     The fair value of the Company's long-term obligations and interest rate
collar are subject to change as a result of changes in market prices or interest
rates. The Company estimates potential changes in the fair value of interest
rate sensitive financial instruments based on a hypothetical decrease (or
increase) in interest rates. The Company's use of this methodology to quantify
the market risk of such instruments should not be construed as an endorsement of
its accuracy or the accuracy of the related assumptions. The quantitative
information about market risk is necessarily limited because it does not take
into account anticipated operating and financial transactions.

                                        10
<PAGE>   11

     The following table sets forth the Company's estimated impact on the fair
value of its long-term obligations and interest rate collar plus the impact on
earnings resulting from a hypothetical 10% decrease in interest rates.

Estimated fair value of financial instruments (in thousands):

<Table>
<Caption>
                                                                                     (ASSUMING 10%
                                                                              DECREASE IN INTEREST RATES)
                                                                              ---------------------------
                                                                                             HYPOTHETICAL
                                                                                              CHANGE IN
                                                                              HYPOTHETICAL      ANNUAL
                                               FACE     CARRYING     FAIR      CHANGE IN       INTEREST
                                              AMOUNT     AMOUNT     VALUE      FAIR VALUE      EXPENSE
                                             --------   --------   --------   ------------   ------------
<S>                                          <C>        <C>        <C>        <C>            <C>
June 30, 2001:
  Three year revolving bank credit
     agreement.............................  $ 39,000   $ 39,000   $ 39,000      $   0         $  (195)
  Senior secured notes.....................   125,000    125,000    126,169        421               0
  Interest rate collar.....................         0      3,596      3,596      1,365             480
December 31, 2000:
  Three year revolving bank credit
     agreement.............................  $ 78,000   $ 78,000   $ 78,000      $   0         $  (624)
  Senior secured notes.....................   125,000    125,000    125,820        447               0
  Interest rate collar.....................         0      1,961      1,961      1,717             635
</Table>

FORWARD LOOKING STATEMENTS

     Statements contained herein that are not based on historical facts are
forward-looking statements that are based on projections and estimates regarding
the economy in general, the health care industry and other factors which impact
the Company. These statements involve known and unknown risks, uncertainties and
other factors that may cause the Company's actual results, levels of activity,
performance or achievements to be materially different from any results, levels
of activity, performance or achievements expressed or implied by any
forward-looking statements. The estimates relate to reimbursement by government
and third party payors for the Company's products and services, the costs
associated with government regulation of the health care industry and the
effects of competition and industry consolidation. In some cases,
forward-looking statements that involve risks and uncertainties contain
terminology such as "may," "will," "should," "could," "expects," "intends,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential" or
"continue" or variations of these terms or other comparable terminology.

     Key factors that have an impact on the Company's ability to attain these
estimates include potential reductions in reimbursement rates by government and
third party payors, changes in reimbursement policies, demand for the Company's
products and services, the availability of appropriate acquisition candidates
and the Company's ability to successfully complete acquisitions, efficient
operations of the Company's existing and future operating facilities, regulation
and/or regulatory action affecting the Company or its business, economic and
competitive conditions and access to borrowed and/or equity capital on favorable
terms.

     In developing its forward looking statements, the Company has made certain
assumptions relating to reimbursement rates and policies, internal growth and
acquisitions and the outcome of various legal and regulatory proceedings. If the
assumptions used by the Company differ materially from what actually occurs,
then actual results could vary significantly from the performance projected in
the forward-looking statements. The Company is under no duty to update any of
the forward-looking statements after the date of this Form 10-Q.

                                        11
<PAGE>   12

                         PART II. -- OTHER INFORMATION

ITEM 1 -- LEGAL PROCEEDINGS

     From time to time, the Company receives inquiries from various government
agencies requesting patient records and other documents. It has been Lincare's
policy to cooperate with all such requests for information. The government has
not instituted any proceedings or served Lincare with any complaints as a result
of these inquiries.

     Private litigants may also make claims against the Company for violations
of health care laws in actions known as qui tam suits. In these cases, the
government has the opportunity to intervene in, and take control of, the
litigation. The Company is a defendant in certain qui tam proceedings. The
government has declined to intervene in all unsealed qui tam actions of which
the Company is aware. Lincare intends to vigorously defend these suits should
they proceed.

     As a health care provider, Lincare is subject to extensive government
regulation, including numerous laws directed at preventing fraud and abuse and
laws regulating reimbursement under various government programs. The marketing,
billing, documentation and other practices of health care companies are all
subject to government scrutiny. To ensure compliance with Medicare and other
regulations, regional carriers often conduct audits and request patient records
and other documents to support claims submitted by the Company for payment of
services rendered to patients. Similarly, government agencies periodically open
investigations and obtain information from health care providers pursuant to
legal process.

     Violations of federal and state regulations can result in severe criminal,
civic and administrative penalties and sanctions, including disqualification
from Medicare and other reimbursement programs.

ITEMS 2-3 -- NOT APPLICABLE.

ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS

     The Annual Meeting of Shareholders of the Company was held on May 7, 2001.
The following matters were voted on at the Annual Meeting, with the number of
votes cast for, against or withheld, as applicable in each case, indicated next
to each such matter.

     1.  Election of Directors

<Table>
<Caption>
                                                                   FOR        WITHHELD
                                                                ----------    ---------
<C>  <S>                                                        <C>           <C>
     J.P. Byrnes..............................................  39,514,907    8,516,963
     C.B. Black...............................................  46,978,405       53,465
     F.T. Cary................................................  46,972,698       59,172
     W.F. Miller, III.........................................  46,978,067       53,803
     F.D. Byrne, M.D..........................................  46,975,335       56,535
</Table>

     2.  Ratification of selection of KPMG LLP as the Company's independent
         accountants for the fiscal year ending December 31, 2001:

         For: 46,933,945             Against:  92,606            Abstain:  5,319

     3.  Approval of the Company's 2001 Stock Plan:

         For: 44,473,273            Against: 2,519,181           Abstain: 39,416

ITEM 5 -- NOT APPLICABLE.

ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits included or incorporated herein: See Exhibit Index.

     (b) The Company did not file a Current Report on Form 8-K during the three
         months ended June 30, 2001.

                                        12
<PAGE>   13

                                   SIGNATURE

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

                                                  Lincare Holdings Inc.
                                          --------------------------------------
                                                        Registrant

                                                    /s/  PAUL G. GABOS
                                          --------------------------------------
                                                      Paul G. Gabos
                                            Secretary, Chief Financial Officer
                                             and Principal Accounting Officer

August 1, 2001

                                        13
<PAGE>   14

                               INDEX OF EXHIBITS

<Table>
<Caption>
                                                                               SEQUENTIALLY
 EXHIBIT                                                                         NUMBERED
  NUMBER                                   EXHIBIT                                 PAGE
 -------                                   -------                             ------------
<S>  <C>    <C>  <C>                                                           <C>
A    3.10   --   Amended and Restated Certificate of Incorporation of Lincare
                 Holdings Inc................................................
B    3.11   --   Certificate of Amendment to the Amended and Restated
                 Certificate of Incorporation of Lincare Holdings Inc........
A    3.20   --   Amended and Restated By-Laws of Lincare Holdings Inc........
A    10.20  --   Non-Qualified Stock Option Plan of Registrant...............
A    10.21  --   Lincare Holdings Inc. 1991 Stock Plan.......................
I    10.22  --   Lincare Holdings Inc. 1994 Stock Plan.......................
I    10.23  --   Lincare Holdings Inc. 1996 Stock Plan.......................
I    10.24  --   Lincare Holdings Inc. 1998 Stock Plan.......................
I    10.25  --   Lincare Holdings Inc. 2000 Stock Plan.......................
     10.26       Lincare Holdings Inc. 2001 Stock Plan.......................
A    10.30  --   Lincare Inc. 401(k) Plan....................................
C    10.31  --   Employment Stock Purchase Plan..............................
C    10.40  --   Employment Agreement dated as of January 1, 1997 between
                 Lincare Holdings Inc. and John P. Byrnes....................
C    10.41  --   Employment Agreement dated as of June 1, 1997 between
                 Lincare Holdings Inc. and Paul G. Gabos.....................
I    10.43  --   Employment Agreement dated as of January 1, 1998 between
                 Lincare Holdings Inc. and Shawn S. Schabel..................
C    10.50  --   Form of Non-employee Director Stock Option Agreement........
C    10.51  --   Form of Non-qualified Stock Option Agreement................
G    10.52  --   Non-Qualified Stock Option Agreements dated as of January
                 23, 1995 between the Registrant and James M. Emanuel........
H    10.53  --   Non-Qualified Stock Option Agreements dated as of January
                 26, 1996 between the Registrant and John P. Byrnes..........
H    10.54  --   Non-Qualified Stock Option Agreements dated as of July 15,
                 1996 between the Registrant and John P. Byrnes..............
D    10.60  --   Three-Year Credit Agreement among Lincare Holdings Inc., as
                 Borrower, Certain Subsidiaries of Borrower from time to time
                 party thereto, as Guarantors, the several Lenders from time
                 to time party thereto and Bank of America, N.A., as Agent...
E    10.61  --   First Amendment to the Three-Year Credit Agreement dated
                 June 20, 2000...............................................
E    10.62  --   Second Amendment to the Three-Year Credit Agreement dated
                 August 21, 2000.............................................
E    10.70  --   Senior Secured Note Purchase Agreement among Lincare
                 Holdings Inc., as Borrower, and several note holders with
                 Bank of America, N.A., as Agent.............................
</Table>

                                        14
<PAGE>   15


<Table>
<Caption>
                                                                               SEQUENTIALLY
 EXHIBIT                                                                         NUMBERED
  NUMBER                                   EXHIBIT                                 PAGE
 -------                                   -------                             ------------
<S>  <C>    <C>  <C>                                                           <C>
E    10.71  --   Form of Series A Note.......................................
E    10.72  --   Form of Series B Note.......................................
E    10.73  --   Form of Series C Note.......................................
F    22.10  --   List of Subsidiaries of Lincare Holdings Inc................
</Table>

---------------

A   Incorporate by reference to the corresponding exhibit to the Registrant's
    Registration Statement on Form S-1 (No. 33-44672)
B   Incorporated by reference to the Registrant's Form 10-Q dated August 12,
    1998.
C   Incorporate by reference to the Registrant's Form 10-K dated March 26, 1998.
D   Incorporate by reference to the Registrant's Form 10-Q dated November 12,
    1999.
E   Incorporate by reference to the Registrant's 10-Q dated November 13, 2000.
F   Incorporate by reference to the Registrant's Form 10-K dated March 22, 1994.
G   Incorporate by reference to the Registrant's Form 10-K dated March 27, 1996.
H   Incorporate by reference to the Registrant's Form 10-K dated March 25, 1997.
I   Incorporate by reference to the Registrant's Form 10-K dated March 29, 2001.

                                        15