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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(MARK ONE)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For The Quarterly Period Ended March 31, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 FOR THE TRANSITION PERIOD FROM
 TO
|- | ------------------------------------------------------------------------------------------------------------------

Commission File Number 0-19946



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LINCARE HOLDINGS INC.

(Exact name
of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 51-0331330                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|19387 US 19 North Clearwater, FL         |  | 33764     
|(Address of principal executive offices) |  | (Zip Code)

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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer (as defined in Exchange Act
Rule 12b-2).

Large accelerated filer  x    Accelerated
filer ̈Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

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



|                              |  |                             
|----------------------------- |  | ----------------------------
|Class                         |  | Outstanding atApril 30, 2007
|Common Stock, $0.01 par value |  | 83,839,622                  



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##### Table of Contents

LINCARE HOLDINGS INC. AND SUBSIDIARIES

FORM 10-Q

For The Quarterly Period Ended March 31, 2007

INDEX



|                              |  |                                                                                       |  |   
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | --
|                              |  | Page                                                                                 
|PART I. FINANCIAL INFORMATION |  |                                                                                      
|Item 1.                       |  | Financial Statements (unaudited)                                                      |  | 3 
|                              |  | Condensed consolidated balance sheets                                                 |  | 3 
|                              |  | Condensed consolidated statements of operations                                       |  | 4 
|                              |  | Condensed consolidated statements of cash flows                                       |  | 5 
|                              |  | Notes to condensed consolidated financial statements (unaudited)                      |  | 6 
|Item 2.                       |  | Managements Discussion and Analysis of Results of Operations and Financial Condition |  | 12
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 28
|Item 4.                       |  | Controls and Procedures                                                               |  | 28
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                      
|Item 1.                       |  | Legal Proceedings                                                                     |  | 29
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 30
|Item 3.                       |  | Defaults Upon Senior Securities                                                       |  | 30
|Item 4.                       |  | Submission of Matters to a Vote of the Security Holders                               |  | 30
|Item 5.                       |  | Other Information                                                                     |  | 30
|Item 6.                       |  | Exhibits                                                                              |  | 30
|SIGNATURE                     |  | 31                                                                                   
|INDEX OF EXHIBITS             |  | S-1                                                                                  



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements (Unaudited)
|------- | --------------------------------

LINCARE HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)



|                                                      |  |               |           |   |                  |   |           |  
|----------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                      |  | March 31,2007 |           |   | December 31,2006 |  
|ASSETS                                                |  |               |           |   |                  |   |           |  
|Current assets:                                       |  |               |           |   |                  |   |           |  
|Cash and cash equivalents                             |  | $             | 35,185    |   |                  | $ | 25,075    |  
|Accounts receivable, net                              |  |               | 190,029   |   |                  |   | 170,533   |  
|Income tax receivable                                 |  |               | 0         |   |                  |   | 13,474    |  
|Inventories                                           |  |               | 7,038     |   |                  |   | 8,354     |  
|Prepaid and other current assets                      |  |               | 3,086     |   |                  |   | 5,239     |  
|Deferred income taxes                                 |  |               | 16,584    |   |                  |   | 19,604    |  
|                                                      |  |               |           |   |                  |   |           |  
|Total current assets                                  |  |               | 251,922   |   |                  |   | 242,279   |  
|                                                      |  |               |           |   |                  |   |           |  
|Property and equipment                                |  |               | 817,283   |   |                  |   | 793,007   |  
|Accumulated depreciation                              |  |               | (492,036  | ) |                  |   | (471,682  | )
|                                                      |  |               |           |   |                  |   |           |  
|Net property and equipment                            |  |               | 325,247   |   |                  |   | 321,325   |  
|                                                      |  |               |           |   |                  |   |           |  
|Other assets:                                         |  |               |           |   |                  |   |           |  
|Goodwill                                              |  |               | 1,202,931 |   |                  |   | 1,203,012 |  
|Covenants not-to-compete, net                         |  |               | 540       |   |                  |   | 607       |  
|Other                                                 |  |               | 7,959     |   |                  |   | 8,087     |  
|                                                      |  |               |           |   |                  |   |           |  
|Total other assets                                    |  |               | 1,211,430 |   |                  |   | 1,211,706 |  
|                                                      |  |               |           |   |                  |   |           |  
|Total assets                                          |  | $             | 1,788,599 |   |                  | $ | 1,775,310 |  
|                                                      |  |               |           |   |                  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                  |  |               |           |   |                  |   |           |  
|Current liabilities:                                  |  |               |           |   |                  |   |           |  
|Current installments of long-term obligations         |  | $             | 274,769   |   |                  | $ | 71,047    |  
|Accounts payable                                      |  |               | 43,201    |   |                  |   | 44,166    |  
|Accrued expenses:                                     |  |               |           |   |                  |   |           |  
|Compensation and benefits                             |  |               | 25,010    |   |                  |   | 20,638    |  
|Liability insurance                                   |  |               | 12,915    |   |                  |   | 12,757    |  
|Other current liabilities                             |  |               | 46,971    |   |                  |   | 40,856    |  
|Income taxes payable                                  |  |               | 7,334     |   |                  |   | 0         |  
|                                                      |  |               |           |   |                  |   |           |  
|Total current liabilities                             |  |               | 410,200   |   |                  |   | 189,464   |  
|                                                      |  |               |           |   |                  |   |           |  
|Long-term obligations, excluding current installments |  |               | 275,272   |   |                  |   | 275,000   |  
|Deferred income taxes and other taxes                 |  |               | 206,159   |   |                  |   | 200,269   |  
|                                                      |  |               |           |   |                  |   |           |  
|Total liabilities                                     |  |               | 891,631   |   |                  |   | 664,733   |  
|                                                      |  |               |           |   |                  |   |           |  
|Commitments and contingencies:                        |  |               |           |   |                  |   |           |  
|Stockholders equity:                                 |  |               |           |   |                  |   |           |  
|Common stock                                          |  |               | 835       |   |                  |   | 903       |  
|Additional paid-in capital                            |  |               | 393,995   |   |                  |   | 386,201   |  
|Retained earnings                                     |  |               | 502,138   |   |                  |   | 723,473   |  
|                                                      |  |               |           |   |                  |   |           |  
|Total stockholders equity                            |  |               | 896,968   |   |                  |   | 1,110,577 |  
|                                                      |  |               |           |   |                  |   |           |  
|Total liabilities and stockholders equity            |  | $             | 1,788,599 |   |                  | $ | 1,775,310 |  
|                                                      |  |               |           |   |                  |   |           |  

See accompanying notes to condensed consolidated financial statements (unaudited).



3



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LINCARE HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)



|                                                                                  |  |                            |         |   |               |   |         |  
|--------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------- | - | ------- | -
|                                                                                  |  | For The Three Months Ended |        
|                                                                                  |  | March 31, 2007             |         |   | March 31,2006 |  
|Net revenues                                                                      |  | $                          | 378,459 |   |               | $ | 333,591 |  
|                                                                                  |  |                            |         |   |               |   |         |  
|Costs and expenses:                                                               |  |                            |         |   |               |   |         |  
|Cost of goods and services                                                        |  |                            | 88,134  |   |               |   | 74,401  |  
|Operating expenses                                                                |  |                            | 91,884  |   |               |   | 79,094  |  
|Selling, general and administrative expenses                                      |  |                            | 76,367  |   |               |   | 70,493  |  
|Bad debt expense                                                                  |  |                            | 5,677   |   |               |   | 5,004   |  
|Depreciation expense                                                              |  |                            | 25,901  |   |               |   | 24,508  |  
|Amortization expense                                                              |  |                            | 67      |   |               |   | 419     |  
|                                                                                  |  |                            |         |   |               |   |         |  
|                                                                                  |  |                            | 288,030 |   |               |   | 253,919 |  
|                                                                                  |  |                            |         |   |               |   |         |  
|Operating income                                                                  |  |                            | 90,429  |   |               |   | 79,672  |  
|                                                                                  |  |                            |         |   |               |   |         |  
|Other income (expense):                                                           |  |                            |         |   |               |   |         |  
|Interest income                                                                   |  |                            | 573     |   |               |   | 557     |  
|Interest expense                                                                  |  |                            | (4,949  | ) |               |   | (2,378  | )
|                                                                                  |  |                            |         |   |               |   |         |  
|                                                                                  |  |                            | (4,376  | ) |               |   | (1,821  | )
|                                                                                  |  |                            |         |   |               |   |         |  
|Income before income taxes                                                        |  |                            | 86,053  |   |               |   | 77,851  |  
|                                                                                  |  |                           
|Income tax expense                                                                |  |                            | 32,158  |   |               |   | 29,965  |  
|                                                                                  |  |                            |         |   |               |   |         |  
|Net income                                                                        |  | $                          | 53,895  |   |               | $ | 47,886  |  
|                                                                                  |  |                            |         |   |               |   |         |  
|Basic earnings per common share                                                   |  | $                          | 0.62    |   |               | $ | 0.50    |  
|                                                                                  |  |                            |         |   |               |   |         |  
|Diluted earnings per common share                                                 |  | $                          | 0.59    |   |               | $ | 0.48    |  
|                                                                                  |  |                            |         |   |               |   |         |  
|Weighted average number of common shares outstanding                              |  |                            | 86,401  |   |               |   | 95,791  |  
|                                                                                  |  |                            |         |   |               |   |         |  
|Weighted average number of common shares and common share equivalents outstanding |  |                            | 93,180  |   |               |   | 102,876 |  
|                                                                                  |  |                            |         |   |               |   |         |  

See accompanying notes to condensed consolidated financial statements (unaudited).



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LINCARE HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                  |  |                            |          |   |               |   |          |  
|--------------------------------------------------------------------------------- |  | -------------------------- | -------- | - | ------------- | - | -------- | -
|                                                                                  |  | For The Three Months Ended |         
|                                                                                  |  | March 31,2007              |          |   | March 31,2006 |  
|Cash flows from operating activities:                                             |  |                            |          |   |               |   |          |  
|Net income                                                                        |  | $                          | 53,895   |   |               | $ | 47,886   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                            |          |   |               |   |          |  
|Bad debt expense                                                                  |  |                            | 5,677    |   |               |   | 5,004    |  
|Depreciation expense                                                              |  |                            | 25,901   |   |               |   | 24,508   |  
|Net loss (gain) on disposal of property and equipment                             |  |                            | 4        |   |               |   | (13      | )
|Amortization expense                                                              |  |                            | 67       |   |               |   | 419      |  
|Amortization of debt issuance costs                                               |  |                            | 107      |   |               |   | 189      |  
|Stock-based compensation expense                                                  |  |                            | 3,289    |   |               |   | 4,318    |  
|Deferred income tax and other tax liabilities                                     |  |                            | 8,210    |   |               |   | 6,433    |  
|Excess tax benefit from stock-based compensation                                  |  |                            | (512     | ) |               |   | (172     | )
|Change in assets and liabilities net of effects of acquired businesses:           |  |                            |          |   |               |   |          |  
|Increase in accounts receivable                                                   |  |                            | (25,173  | ) |               |   | (17,411  | )
|Decrease in inventories                                                           |  |                            | 1,316    |   |               |   | 381      |  
|Decrease (increase) in prepaid and other assets                                   |  |                            | 2,174    |   |               |   | (38      | )
|(Decrease) increase in accounts payable                                           |  |                            | (965     | ) |               |   | 2,558    |  
|Increase in accrued expenses                                                      |  |                            | 10,645   |   |               |   | 5,256    |  
|Increase in income taxes payable                                                  |  |                            | 22,091   |   |               |   | 16,710   |  
|                                                                                  |  |                            |          |   |               |   |          |  
|Net cash provided by operating activities                                         |  |                            | 106,726  |   |               |   | 96,028   |  
|                                                                                  |  |                            |          |   |               |   |          |  
|Cash flows from investing activities:                                             |  |                            |          |   |               |   |          |  
|Proceeds from sale of property and equipment                                      |  |                            | 26       |   |               |   | 23       |  
|Purchases of property and equipment                                               |  |                            | (29,853  | ) |               |   | (24,339  | )
|Purchases of short-term investments                                               |  |                            | 0        |   |               |   | (228,650 | )
|Sales and maturities of short-term investments                                    |  |                            | 0        |   |               |   | 204,950  |  
|Business acquisitions, net of cash acquired and purchase price adjustments        |  |                            | 0        |   |               |   | (564     | )
|                                                                                  |  |                            |          |   |               |   |          |  
|Net cash used in investing activities                                             |  |                            | (29,827  | ) |               |   | (48,580  | )
|                                                                                  |  |                            |          |   |               |   |          |  
|Cash flows from financing activities:                                             |  |                            |          |   |               |   |          |  
|Proceeds from issuance of debt                                                    |  |                            | 205,435  |   |               |   | 0        |  
|Payments of principal on debt                                                     |  |                            | (1,360   | ) |               |   | (3,756   | )
|Proceeds from exercise of stock options and issuance of common shares             |  |                            | 3,646    |   |               |   | 2,205    |  
|Excess tax benefit from stock-based compensation                                  |  |                            | 512      |   |               |   | 172      |  
|Payments to acquire treasury stock                                                |  |                            | (275,022 | ) |               |   | (28,063  | )
|                                                                                  |  |                            |          |   |               |   |          |  
|Net cash used in financing activities                                             |  |                            | (66,789  | ) |               |   | (29,442  | )
|                                                                                  |  |                            |          |   |               |   |          |  
|Net increase in cash and cash equivalents                                         |  |                            | 10,110   |   |               |   | 18,006   |  
|Cash and cash equivalents, beginning of period                                    |  |                            | 25,075   |   |               |   | 8,544    |  
|                                                                                  |  |                            |          |   |               |   |          |  
|Cash and cash equivalents, end of period                                          |  | $                          | 35,185   |   |               | $ | 26,550   |  
|                                                                                  |  |                            |          |   |               |   |          |  
|Supplemental disclosure of cash flow information:                                 |  |                            |          |   |               |   |          |  
|Cash paid for interest                                                            |  | $                          | 915      |   |               | $ | 139      |  
|                                                                                  |  |                            |          |   |               |   |          |  
|Cash paid for income taxes                                                        |  | $                          | 1,863    |   |               | $ | 6,820    |  
|                                                                                  |  |                            |          |   |               |   |          |  
|Supplemental disclosure of non-cash
investing and financing activities:           |  |                            |          |   |               |   |          |  
|Assets acquired under capital lease                                               |  | $                          | 435      |   |               | $ | 0        |  
|                                                                                  |  |                            |          |   |               |   |          |  

See accompanying notes to condensed consolidated financial statements (unaudited).



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LINCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation
and Summary of Significant Accounting Policies

The accompanying condensed consolidated financial statements are unaudited and have been
prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. They should be read in conjunction with the consolidated financial statements and related notes to
the financial statements of Lincare Holdings Inc. and Subsidiaries (the Company) on Form 10-K for the fiscal year ended December 31, 2006. 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. Certain amounts in the prior years financial statements have been reclassified to conform to the current year
presentation. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. It is at least reasonably
possible that a change in those estimates will occur in the near term.

Concentration of Credit Risk: The Companys revenues
are generated through locations in 47 states. The Company generally does not require collateral or other security in extending credit to customers; however, the Company routinely obtains assignment of (or is otherwise entitled to receive) benefits
receivable under the health insurance programs, plans or policies of its customers. Included in the Companys net revenues is reimbursement from government sources under Medicare, Medicaid and other federally funded programs, which aggregated
approximately 65% of net revenues for the three months ended March 31, 2007 and 2006. The exclusion of the Company from participating in federally funded programs would have a material adverse effect on the Companys business, financial
condition, operating results and cash flows.

Revenue Recognition: The Companys revenues are recognized on an accrual basis in
the period in which services and related products are provided to customers and are recorded at net realizable amounts estimated to be paid by customers and third-party payors. The Companys billing system contains payor-specific price tables
that reflect the fee schedule amounts in effect or contractually agreed upon by various government and commercial payors for each item of equipment or supply provided to a customer. The Company has established an allowance to account for sales
adjustments that result from differences between the payment amount received and the expected realizable amount. Actual adjustments that result from differences between the payment amount received and the expected realizable amount are recorded
against the allowance for sales adjustments and are typically identified and ultimately recorded at the point of cash application or when otherwise determined pursuant to the Companys collection procedures. The Company reports revenues in its
financial statements net of such adjustments.

Certain items provided by the Company are reimbursed under rental arrangements that
generally provide for fixed monthly payments established by fee schedules for as long as the patient is using the equipment and medical necessity continues (subject to capped rental arrangements which limit the rental payment periods in some
instances and which may result in a transfer of title to the equipment at the end of the rental payment period). Once initial delivery of rental equipment is made to the patient, a monthly billing cycle is established based on the initial date of
delivery. The Company recognizes rental arrangement revenues ratably over the monthly service period and defers revenue for the portion of the monthly bill which is unearned. No separate payment is earned from the initial equipment delivery and
setup process. During the rental period, the Company is responsible for servicing the equipment and providing routine maintenance, if necessary.

The Companys revenue recognition policy is consistent with the criteria set forth in Staff Accounting Bulletin 104  Revenue Recognition (SAB 104) for determining when revenue is realized or realizable and
earned. The Company recognizes revenue in accordance with the requirements of SAB 104 that:



| |  |  | persuasive evidence of an arrangement exists;
| | - |  | ---------------------------------------------



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LINCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



| |  |  | delivery has occurred;
| | - |  | ----------------------



| |  |  | the sellers price to the buyer is fixed or determinable; and
| | - |  | -------------------------------------------------------------



| |  |  | collectibility is reasonably assured.
| | - |  | -------------------------------------

Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenues and accounts receivable at their net realizable values at the time products are
provided. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement
amounts for certain services from certain payors may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded by the Company at the point of cash application, claim denial or account review.
Included in accounts receivable are earned but unbilled accounts receivable from earned revenues. Unbilled accounts receivable represent charges for equipment and supplies delivered to customers for which invoices have not yet been generated by the
billing system. Prior to the delivery of equipment and supplies to customers, the Company performs certain certification and approval procedures to ensure collection is reasonably assured. Once the items are delivered, unbilled accounts receivable
are recorded at net amounts expected to be paid by customers and third-party payors. Billing delays, ranging from several weeks to several months, can occur due to delays in obtaining certain required payor-specific documentation from internal and
external sources as well as interim transactions occurring between cycle billing dates established for each customer within the billing system, and business acquisitions awaiting assignment of new provider enrollment identification numbers. In the
event that a third-party payor does not accept the claim, the customer is ultimately responsible. Accounts receivable are reported net of allowances for sales adjustments and uncollectible accounts. Sales adjustments are recorded against revenues
and result from differences between the payment amount received and the expected realizable amount. Bad debt is recorded as an operating expense and consists of billed charges that are ultimately deemed uncollectible due to the customers or
third-party payors inability or refusal to pay.

The Company performs analyses to evaluate the net realizable value of accounts
receivable. Specifically, the Company considers historical realization data, accounts receivable aging trends, other operating trends and relevant business conditions. Because of continuing changes in the health care industry and third-party
reimbursement, it is possible that the Companys estimates could change, which could have a material impact on the Companys results of operations and cash flows.

Cost of Goods and Services: Cost of goods and services includes the cost of equipment (excluding depreciation of $18.6 million and $16.2 million
in 2007 and 2006, respectively), drugs and supplies sold to patients and certain costs related to the Companys respiratory drug product line. These costs include an allocation of customer service, distribution and administrative costs relating
to the respiratory drug product line of approximately $12.3 million and $12.6 million for the three month periods of 2007 and 2006, respectively. Included in cost of goods and services in the three months ended March 31, 2007 are salary and
related expenses of pharmacists and pharmacy technicians of $2.6 million. Such salary and related expenses for the three months ended March 31, 2006 were $2.5 million.

Operating Expenses:The Company manages nearly 1,000 operating centers from which customers are provided equipment, supplies and services. An
operating center averages approximately seven to eight employees and is typically comprised of a center manager, two customer service representatives (referred to as CSRs  telephone intake, scheduling, documentation), two or
three service representatives (referred to as Service Reps  delivery, maintenance and retrieval of equipment and delivery of disposables), a respiratory therapist (non-reimbursable and discretionary clinical follow-up with the
customer and communication to the prescribing physician) and a sales representative (marketing calls to local physicians and other referral sources).

The Company includes in operating expenses the costs incurred at the Companys operating centers for certain service personnel (center manager, CSRs and Service Reps), facilities (rent, utilities,
communications, property taxes, etc.) vehicles (vehicle leases, gasoline, repair and maintenance), and general business supplies and miscellaneous expenses. Operating expenses for the interim periods of 2007 and 2006 within these major categories
were as follows:



|                                   |  |                             |        |      |   |       
|---------------------------------- |  | --------------------------- | ------ | ---- | - | ------
|Operating Expenses ( in thousands) |  | Three Months EndedMarch 31,
|                                   |  | 2007                        |        | 2006
|Salary and related                 |  | $                           | 58,932 |      | $ | 49,591
|Facilities                         |  |                             | 14,271 |      |   | 12,844
|Vehicles                           |  |                             | 10,492 |      |   | 9,330 
|General supplies/miscellaneous     |  |                             | 8,189  |      |   | 7,329 
|                                   |  |                             |        |      |   |       
|Total                              |  | $                           | 91,884 |      | $ | 79,094
|                                   |  |                             |        |      |   |       



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LINCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Included in operating expenses during the three months ended March 31, 2007 are salary and
related expenses for Service Reps in the amount of $24.4 million. Such salary and related expenses for the three months ended March 31, 2006 were $21.8 million.

Selling, General and Administrative Expenses:Selling, general and administrative expenses (SG&A) include costs related to sales and marketing activities, corporate overhead and other business
support functions. Included in SG&A during the three months ended March 31, 2007 are salary and related expenses of $56.0 million. These salary and related expenses include the cost of the Companys respiratory therapists in the amount
of $15.5 million during 2007. The Companys respiratory therapists generally provide non-reimbursable and discretionary clinical follow-up with the customer and communication, as appropriate, to the prescribing physician with respect to the
customers plan of care. The Company includes the salaries and related expenses of its respiratory therapist personnel (licensed respiratory therapists or, in some cases, registered nurses) in SG&A because it believes that these personnel
enhance the Companys business relative to its competitors that do not employ respiratory therapists. Included in SG&A during the three months ended March 31, 2006 are salary and related expenses of $48.5 million. These salary and
related expenses include the cost of the Companys respiratory therapists in the amount of $12.6 million during 2006.

Note 2. Business
Combinations

Lincare acquires the business and related assets of local and regional companies as an ongoing strategy to increase
revenue within its respective markets. Lincare arrives at a negotiated purchase price taking into account such factors including, but not limited to, the acquired companys historical and projected revenue growth, operating cash flow, product
mix, payor mix, service reputation and geographical location.

During the three months ended March 31, 2007, the Company did not
acquire the business or assets of any companies. During the three months ended March 31, 2006, the Company acquired certain assets of one company. The aggregate cost of that acquisition was $0.7 million.

Note 3. Accounts Receivable

Accounts receivable
consist of:



|                                                                |  |                |   |  |                   |  
|--------------------------------------------------------------- |  | -------------- | - |  | ----------------- | -
|                                                                |  | March 31,2007  |   |  | December 31, 2006 |  
|                                                                |  | (In thousands) |  
|Trade accounts receivable                                       |  | $224,091       |   |  | $204,892          |  
|Less allowance for sales adjustments and uncollectible accounts |  | (34,062        | ) |  | (34,359           | )
|                                                                |  |                |   |  |                   |  
|                                                                |  | $190,029       |   |  | $170,533          |  
|                                                                |  |                |   |  |                   |  



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LINCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Note 4. Income Taxes

The Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of
adoption, the Company recognized a charge to stockholders equity of $0.6 million as a cumulative effect adjustment. As of January 1, 2007, the Company had gross unrecognized tax benefits, including interest and penalty, of $17.9 million
of which $12.2 million, net of federal tax benefit, if recognized, would favorably affect the effective tax rate. The Company recognizes accrued interest and penalty related to unrecognized tax benefits as a component of income tax expense. The
total amount accrued for potential interest and penalty at the date of adoption totaled $3.0 million. There have been no significant changes to these amounts during the quarter ended March 31, 2007.

The Company conducts business nationally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and local
jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the United States. With few exceptions, we are no longer subject to U.S. federal, state and local, income tax examinations for
years before 2001.

The Company is currently under audit by the Internal Revenue Service for the 2004 to 2005 tax years. It is likely that
the examination phase of the audit for the years 2004 to 2005 will conclude in 2007. The Internal Revenue Service (IRS) has invited the Company to participate in the IRSs Compliance Assurance Program, or CAP, for 2007. The
objective of CAP is to reduce taxpayer burden and uncertainty while assuring the IRS of the tax returns accuracy prior to filing, thereby reducing or eliminating the need for post-filing examination.

Note 5. Income Per Common Share

Basic income
per common share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted income per common share reflects the potential dilution of securities that could
share in the Companys earnings, including securities that may be issued upon conversion of convertible debentures and exercise of outstanding stock options. When the exercise of stock options would be anti-dilutive, they are excluded from the
income per common share calculation. For the three months ended March 31, 2007 and 2006, the number of excluded shares underlying anti-dilutive stock options was 78,654 and 4,001, respectively.

In October 2004, the Emerging Issues Task Force (EITF) ratified the consensus on EITF Issue 04-8, The Effect of Contingently
Convertible Instruments on Diluted Earnings per Share, that the impact of contingently convertible debt should be included in diluted earnings per share computations regardless of whether the market price conversion condition has been met.
This provision was effective for reporting periods ending after December 15, 2004.



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LINCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



A reconciliation of the numerators and the denominators of the basic and diluted earnings per common
share computations is as follows:



|                                                                                     |  |                                     |        |      |   |        
|------------------------------------------------------------------------------------ |  | ----------------------------------- | ------ | ---- | - | -------
|                                                                                     |  | For The Three MonthsEnded March 31,
|                                                                                     |  | 2007                                |        | 2006
|Numerator:                                                                           |  |                                     |        |      |   |        
|Basic  Income available to common stockholders                                      |  | $                                   | 53,895 |      | $ | 47,886 
|Adjustment for assumed dilution:                                                     |  |                                     |        |      |   |        
|Interest on convertible debt, net of tax                                             |  |                                     | 1,292  |      |   | 1,269  
|                                                                                     |  |                                     |        |      |   |        
|Diluted  Income available to common stockholders and holders of dilutive securities |  | $                                   | 55,187 |      | $ | 49,155 
|                                                                                     |  |                                     |        |      |   |        
|Denominator:                                                                         |  |                                     |        |      |   |        
|Weighted average shares                                                              |  |                                     | 86,401 |      |   | 95,791 
|Effect of dilutive securities:                                                       |  |                                     |        |      |   |        
|Incremental shares under stock compensation plans                                    |  |                                     | 1,622  |      |   | 1,928  
|Incremental shares from assumed conversion of convertible debt                       |  |                                     | 5,157  |      |   | 5,157  
|                                                                                     |  |                                     |        |      |   |        
|Adjusted weighted average shares                                                     |  |                                     | 93,180 |      |   | 102,876
|                                                                                     |  |                                     |        |      |   |        
|Per share amount:                                                                    |  |                                     |        |      |   |        
|Basic                                                                                |  | $                                   | 0.62   |      | $ | 0.50   
|                                                                                     |  |                                     |        |      |   |        
|Diluted (1)                                                                          |  | $                                   | 0.59   |      | $ | 0.48   
|                                                                                     |  |                                     |        |      |   |        

---

|(1) | Figures reflect the application of the if converted method of accounting for the Companys outstanding convertible debentures in accordance with EITF No. 04-8.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 6. Stock-Based Compensation

Effective January 1, 2006, the Company adopted SFAS No. 123R, Share-Based Payment, using the modified prospective transition method. Under the modified prospective transition method, fair value
accounting and recognition provisions of SFAS No. 123R are applied to stock-based awards granted or modified subsequent to the date of adoption and prior periods presented are not restated. In addition, for awards granted prior to the effective
date, the unvested portion of the awards are recognized in periods subsequent to the effective adoption date based on the grant date fair value determined for pro forma disclosure purposes under SFAS No. 123.

For the three months ended March 31, 2007 and 2006, the Company recognized total stock-based compensation costs of $3.3 million and $4.3 million,
respectively, as well as related tax benefits of $1.0 million and $1.4 million, respectively. Substantially, all stock-based compensation costs are classified within selling, general and administrative expenses on the attached condensed consolidated
statements of operations.



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LINCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Stock option activity for the three months ended March 31, 2007 is summarized below:



|                                                |  |                   |   |  |                              |       |                                                   |      |                         |   |           
|----------------------------------------------- |  | ----------------- | - |  | ---------------------------- | ----- | ------------------------------------------------- | ---- | ----------------------- | - | ----------
|                                                |  | Number of Options |   |  | WeightedAverageExercisePrice |       | Weighted Average RemainingContractual Life(Years) |      | AggregateIntrinsicValue
|Outstanding at December 31, 2006                |  | 9,656,910         |   |  | $                            | 30.38 |                                                   |      |                         |   |           
|Options granted in 2007                         |  | 0                 |   |  |                              |      |                                                   |      |                         |   |           
|Exercised in 2007                               |  | (151,885          | ) |  |                              | 21.51 |                                                   |      |                         |   |           
|Forfeited in 2007                               |  | (52,450           | ) |  |                              | 40.66 |                                                   |      |                         |   |           
|                                                |  |                   |   |  |                              |       |                                                   |      |                         |   |           
|Outstanding at March 31, 2007                   |  | 9,452,575         |   |  | $                            | 30.46 |                                                   | 4.03 |                         | $ | 71,625,187
|                                                |  |                   |   |  |                              |       |                                                   |      |                         |   |           
|Exercisable at March 31, 2007                   |  | 6,782,948         |   |  | $                            | 26.62 |                                                   | 3.05 |                         | $ | 70,444,419
|                                                |  |                   |   |  |                              |       |                                                   |      |                         |   |           
|Vested or expected to vest as of March 31, 2007 |  | 9,096,645         |   |  | $                            | 30.04 |                                                   | 3.94 |                         | $ | 71,576,170
|                                                |  |                   |   |  |                              |       |                                                   |      |                         |   |           

Stock options outstanding at March 31, 2007, were 9,452,575. Of those stock options
outstanding at March 31, 2007, 6,782,948 are exercisable and 2,669,627 are unvested. Of the total stock options outstanding at March 31, 2007, 9,096,645 are vested or expected to vest in the future net of expected cancellations and
forfeitures of 355,930. The intrinsic value of options exercised during the three months ended March 31, 2007 and 2006, amounted to $2.8 million and $1.0 million, respectively.

As of March 31, 2007, the total remaining unrecognized compensation cost related to unvested stock options and restricted stock amounted to $19.1
million and $0.2 million, respectively, which will be amortized over the weighted-average remaining requisite service period of 2 years and 13 months, respectively.

Note 7. Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, establishes
standards for the reporting and display of comprehensive income and its components in the Companys condensed consolidated financial statements. The objective of SFAS No. 130 is to report a measure (comprehensive income (loss)) of all
changes in equity of an enterprise that result from transactions and other economic events in a period other than transactions with owners.

The Companys comprehensive income is the same as reported net income for the three months ended March 31, 2007 and March 31, 2006.



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LINCARE HOLDINGS INC. AND SUBSIDIARIES



|Item 2. | Managements Discussion and Analysis of Results of Operations and Financial Condition
|------- | -------------------------------------------------------------------------------------

Medicare Reimbursement

As a supplier of home oxygen
and other respiratory therapy services to the home health care market, we participate in Medicare Part B, the Supplementary Medical Insurance Program, which was established by the Social Security Act of 1965. Providers of home oxygen and other
respiratory therapy services have historically been heavily dependent on Medicare reimbursement due to the high proportion of elderly persons suffering from respiratory disease. Durable medical equipment (DME), including oxygen
equipment, is traditionally reimbursed by Medicare based on fixed fee schedules.

On
February 1, 2006, Congress passed the Deficit Reduction Act of 2005 (DRA). DRA contains provisions that will impact reimbursement for oxygen equipment and DME in 2007 and beyond. DRA changes the reimbursement methodology for oxygen
equipment from continuous monthly payment for as long as the equipment is in use by a Medicare beneficiary, which includes payment for oxygen contents and maintenance of equipment, to a capped rental arrangement whereby payment for oxygen equipment
(including portable oxygen equipment) may not extend over a period of continuous use of longer than 36 months. On the first day that begins after the 36thcontinuous month during which payment is made for the oxygen equipment, the supplier would transfer title of the equipment to the beneficiary. Separate payments for oxygen contents would continue to
be made for the period of medical need beyond the 36thmonth. According to the legislation, additional payments for
maintenance and service of the oxygen equipment would be made for parts and labor not covered by a suppliers or manufacturers warranty. The oxygen provisions contained in DRA became effective on January 1, 2006. In the case of
beneficiaries receiving oxygen equipment prior to the effective date, the 36-month period of continuous use begins on January 1, 2006. Accordingly, the first month in which the new payment methodology will impact our net revenues is January
2009.

On November 1, 2006, the Centers for Medicare and Medicaid Services (CMS) issued rule CMS-1304-F, describing the
Medicare regulations, as interpreted by CMS, required to implement the DRA oxygen provisions. The rule codifies the new payment methodology and related provisions with respect to oxygen, including, but not limited to, defining the 36-month capped
rental period of continuous use, transfer of title, payment for oxygen contents for beneficiary-owned oxygen equipment, payment for maintenance and servicing of oxygen equipment and procedures for replacement of beneficiary-owned equipment. The DRA
oxygen provisions and related regulations represent a fundamental change in the Medicare payment system for oxygen. These provisions are complex, and are expected to result in profound changes in the provider-customer relationship for oxygen
equipment and related services. The Company is evaluating the potential impact of the DRA oxygen provisions on its business and believes that the 36-month rental cap will have a material adverse impact on the Companys net revenues, operating
income, cash flows and financial position when it takes effect in 2009 and beyond. Additionally, the Presidents 2008 budget proposes a reduction in the maximum continuous oxygen rental period from 36 months to 13 months. No further information
on this proposal is available at this time and we can not predict whether or not the proposal will be included in the final budget approved by Congress.

Included in rule CMS-1304-F are changes to the Medicare payment rates for oxygen and oxygen equipment that took effect on January 1, 2007. CMS is exercising its authority under the Balanced Budget Act of 1997
(BBA) to establish separate classes and monthly payment rates for oxygen. The rule establishes a new class and monthly payment amount for oxygen-generating portable equipment (OGPE), which includes oxygen transfilling
equipment and portable oxygen concentrators. An OGPE add-on payment, applicable during the 36-month rental period, will be made for these systems in the amount of $51.63. Payments for the new OGPE add-on began on January 1, 2007 for new and
existing oxygen users. CMS is also increasing the monthly payment amounts for portable oxygen contents for beneficiary-owned liquid or gaseous oxygen equipment from approximately $20.77 to $77.45. Payments for the increased portable oxygen contents
became effective on January 1, 2007 for new and existing oxygen users. The BBA requires these changes to be budget neutral, and accordingly, CMS will reduce other Medicare oxygen payment rates beginning in 2007. As a result, the monthly payment
amount for stationary oxygen equipment will decrease each year in order to offset the anticipated



12



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increase in Medicare spending for OGPE and oxygen contents. For 2007 and 2008, the payment rate for stationary oxygen equipment will be $198.40, which is
expected to reduce our net revenues and operating income by approximately $6.0 million annually. According to CMS, the projected rates for 2009 and 2010 are $193.21 and $189.39, respectively. Budget neutrality requires that Medicares total
spending for all modalities of oxygen equipment, including contents, be the same under the proposed changes as it would be without the changes. CMS budget neutral calculations were based on an assumption that five percent of oxygen users will
shift to OGPE equipment. CMS will revise payment rates in future years under the methodology specified in the rule based on actual OGPE use and updated data on the distribution of beneficiaries using oxygen equipment. To the extent that the
Companys distribution of oxygen equipment and oxygen contents in future years mirrors that of the overall Medicare market, these future payment rate revisions would not be expected to have a significant effect on the overall level of
reimbursement for the Companys oxygen business.

DRA also changes the
reimbursement methodology for items of DME in the capped rental payment category, including but not limited to such items as continuous positive airway pressure (CPAP) devices, certain respiratory assist devices, nebulizers, hospital
beds and wheelchairs. For such items of DME, payment may not extend over a period of continuous use of longer than 13 months. The option for a supplier to retain ownership of the item after a 15-month rental period and receive semi-annual
maintenance and service payments will be eliminated. On the first day that begins after the 13thcontinuous month
during which payment is made for the item, the supplier will transfer title of the item to the beneficiary. Additional payments for maintenance and service of the item will be made for parts and labor not covered by a suppliers or
manufacturers warranty. The DME capped rental provisions contained in DRA apply to items furnished for which the first rental month occurs on or after January 1, 2006. Accordingly, the first month in which the new payment methodology has
impacted our net revenues was February 2007. Included in rule CMS-1304-F is a discussion of the Medicare regulations, as interpreted by CMS, necessary to implement the DME capped rental changes contained in the DRA. In addition, on January 26,
2006, CMS announced a final rule revising the payment classification of certain respiratory assist devices (RADs). RADs with a backup rate feature were reclassified as capped rental DME items effective April 1, 2006, whereby
payments to providers of such devices will cease after the 13thcontinuous month of rental. Prior to the rule,
providers were paid a continuous monthly rental amount over the entire period of medical necessity. In cases where Medicare beneficiaries received the item prior to April 1, 2006, only the rental payments for months after the effective date
count toward the 13-month cap. Accordingly, the first month in which the new payment methodology will impact our net revenues is May 2007. The Company estimates that the capped rental changes to DME and RADs will reduce the Companys net
revenues and operating income by approximately $12.0 million in 2007 and by approximately $24.0 million in 2008. In addition, the transfer of ownership provisions affecting Medicare capped rental equipment resulted in a reduction in the estimated
useful lives of such equipment beginning in 2006. The Company will continue to evaluate its estimates of useful lives based on its experience with ownership transfers of capped rental equipment in future periods, which may result in further
increases in depreciation expense in 2007 and beyond.

On December 8, 2003, the Medicare Prescription Drug, Improvement, and
Modernization Act of 2003 (MMA) was signed into law. The legislation, among other things, provides expanded Medicare prescription drug coverage, modifies payments to Medicare providers and institutes administrative reforms intended to
improve Medicare program operations. MMA includes sweeping changes that impact a broad spectrum of health care industry participants, including physicians, pharmacies, manufacturers and pharmacy benefit managers, as well as other Medicare suppliers
and providers including Lincare.

MMA contains provisions that directly impact reimbursement for the primary respiratory and other DME
products provided by Lincare. Among other things, MMA:



|(1) | Significantly reduced reimbursement for inhalation drug therapies. Historically, prescription drug coverage under Medicare has been limited to drugs
furnished incident to a physicians services and certain self-administered drugs, including inhalation drug therapies. Prior to MMA, Medicare reimbursement for covered drugs, including the inhalation drugs that we provide, was limited to 95
percent of the published average wholesale price (AWP) for the drug. MMA established new payment limits and procedures for drugs reimbursed under Medicare Part B. Beginning in 2005, inhalation drugs furnished to Medicare
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | beneficiaries are reimbursed at 106 percent of the volume-weighted average selling price (ASP) of the drug, as determined from data provided each
quarter by drug manufacturers under a specific formula described in MMA. Implementation of the ASP-based reimbursement formula resulted in a dramatic reduction in payment rates for inhalation drugs. We can not determine whether quarterly updates in
ASP pricing data submitted by drug manufacturers and adopted by CMS will result in ongoing reductions in payment rates for inhalation drugs, and what impact such payment reductions could have on our financial position and results of operations in
2007 and beyond.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Reduced payment amounts for five categories of DME, including oxygen, beginning in 2005 and froze payment amounts for other Medicare-covered DME items through 2007.MMA
contains provisions that reduced payment amounts, beginning in 2005, for oxygen equipment, standard wheelchairs (including standard power wheelchairs), nebulizers, diabetic supplies consisting of lancets and testing strips, hospital beds and air
mattresses to the median prices paid under the Federal Employee Health Plan (FEHP). Reductions in payment rates for 2005 established by CMS for the non-oxygen items subject to the FEHP provisions went into effect as of January 1,
2005. MMA also froze payment amounts for other Medicare-covered DME items through 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Establishes a competitive acquisition program for DME beginning in 2007.MMA instructs CMS to establish and implement programs under which competitive acquisition areas are
established throughout the United States for contract award purposes for the furnishing of competitively priced items of DME, including oxygen equipment. The program will be implemented in phases such that competition under the program occurs in 10
of the largest metropolitan statistical areas (MSAs) in 2007, 80 of the largest MSAs in 2009, and additional areas after 2009. Items selected for competitive acquisition may be phased in first among the highest cost and highest volume
items and services or those items and services that CMS determines have the largest savings potential. In carrying out such programs, CMS may exempt rural areas and areas with low-population density within urban areas that are not competitive,
unless there is a significant national market through mail order for a particular item or service.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For each competitive
acquisition area, CMS will conduct a competition under which providers will submit bids to supply certain covered items of DME. Successful bidders will be expected to meet certain program quality standards in order to be awarded a contract and only
successful bidders can supply the covered items to Medicare beneficiaries in the acquisition area. The applicable contract award prices are expected to be less than would be paid under current Medicare fee schedules and contracts will be re-bid at
least every three years. CMS will be required to award contracts to multiple entities submitting bids in each area for an item or service, but will have the authority to limit the number of contractors in a competitive acquisition area to the number
needed to meet projected demand. CMS may use competitive bid pricing information to adjust the payment amount otherwise in effect for an area that is not a competitive acquisition area.

On April 2, 2007, CMS issued rule CMS-1270-F implementing the competitive bidding program. The new competitive bidding program will replace the
current Medicare fee schedule in ten of the largest MSAs across the country and will apply initially to ten categories of DME and medical supplies. CMS began the bidding process in late April, and expects to announce winning suppliers in early
December and to have payments under the program go into effect in April 2008. We can not predict the outcome of the competitive bidding program on our business nor the Medicare payment rates that will be in effect in 2008 and beyond for the items
subjected to competitive bidding.

In January 2006, pursuant to the contracting reform provisions of MMA, CMS announced the selection of
four specialty carriers, or DME Medicare Administrative Contractors (the DME MACs), to be responsible for the processing and payment of claims for DME items provided to Medicare Part B beneficiaries. The DME MACs are replacing the four
Durable Medical Equipment Regional Carriers (the DMERCs) pursuant to a transition schedule that began on July 1, 2006, with the final DME MAC not expected to transition until June 1, 2007. The transition of claims processing
from the DMERCs to the DME MACs is causing disruptions in the payment of DME claims and is having a negative impact on the timing of collections of our accounts receivable.

On March 24, 2006, the Durable Medical Equipment Program Safeguard Contractors (DME PSCs), entities contracted with CMS for purposes of
developing and updating medical policies applicable to processing and reviewing Medicare claims for DME



14



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items, proposed certain revisions to Medicares Local Coverage Determination policy for nebulizers (the Nebulizer LCD). These revisions
include significant changes that would, if implemented, adversely affect reimbursement for two commonly prescribed inhalation drugs, Xopenex®1and DuoNeb®2, and eliminate Medicare coverage for certain other
respiratory medications. Specifically, the Nebulizer LCD proposes, among other things, to reduce the payment amount for Xopenex® to the allowance for albuterol and the payment amount for DuoNeb® to the allowance for separate unit dose vials
of albuterol and ipratropium. These changes would result in reimbursement reductions for Xopenex® and DuoNeb® of approximately 95% and 73%, respectively. The DME PSCs have solicited comments on the proposed changes from physicians,
manufacturers, suppliers and other professionals involved in the treatment of Medicare beneficiaries with chronic lung disease. Written comments on the proposal were due by May 8, 2006, and the DME PSCs also held public meetings to receive
comments on the draft policy. Furthermore, on December 21, 2006, CMS announced it was undertaking a national coverage decision review on the use of these medications to determine whether they are reasonable and necessary for Medicare
beneficiaries with chronic obstructive pulmonary disease. CMS accepted comments until January 19, 2007 and plans to issue a proposed national coverage decision by June 20, 2007 and then a formal national coverage policy by
September 18, 2007. We can not determine whether the proposed Nebulizer LCD will be implemented in its current form nor the outcome of CMS national coverage decision and what impact the final policy might have on our financial position or
operating results and our ability to provide these inhalation drugs to Medicare beneficiaries.

On February 13, 2006, a final rule
governing CMSs Inherent Reasonableness (IR) authority became effective. The IR rule establishes a process for adjusting payments for Medicare Part B services when existing payment amounts are determined to be either grossly
excessive or deficient. The rule describes the factors CMS or its contractors will consider in making such determinations and the procedures that will be followed in establishing new payment amounts. To date, no payment adjustments have occurred or
been proposed as a result of the IR rule.

The effectiveness of the IR rule itself does not trigger payment adjustments for any items or
services. Nevertheless, the IR rule puts in place a process that eventually could have a significant impact on Medicare payments for such Part B services as home oxygen, DME and Part B covered prescription drugs. We can not predict whether CMS will
exercise its IR authority with respect to reimbursement or payment of certain products and services that we provide to Medicare beneficiaries, or the effect such payment adjustments would have on our financial position or operating results.

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

Government
Regulation

The federal government and all states in which we currently operate regulate various aspects of our business. In particular,
our operating centers are subject to federal laws regulating interstate motor-carrier transportation and covering the repackaging of oxygen. State laws also govern, among other things, pharmacies, nursing services, distribution of medical equipment
and certain types of home health activities and apply to those locations involved in such activities. Certain of our employees are subject to state laws and regulations governing the ethics and professional practice of respiratory therapy, pharmacy
and nursing.

As a health care supplier, 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, documenting and other practices of health care companies are all subject to government scrutiny. To ensure compliance with
Medicare and other regulations, regional health insurance carriers often conduct audits and request customer records and other documents to support claims submitted for payment of services rendered to customers. Similarly, government agencies
periodically open investigations and obtain information from health care providers pursuant to the legal process. Violations of federal and state regulations can result in severe criminal, civil and administrative penalties and sanctions, including
disqualification from Medicare and other reimbursement programs.

---

|1 | Xopenex® is a registered trademark of Sepracor, Inc.
|- | ----------------------------------------------------

|2 | DuoNeb® is a registered trademark of Dey L.P.
|- | ---------------------------------------------



15



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Numerous federal and state laws and regulations, including the Health Insurance Portability and
Accountability Act of 1996 (HIPAA), govern the collection, dissemination, use and confidentiality of patient-identifiable health information. As part of Lincares provision of, and billing for, health care equipment and services, we
are required to collect and maintain patient-identifiable health information. New health information standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effect on the manner in which we
handle health care related data and communicate with payors, and the cost of complying with these standards could be significant. If we do not comply with existing or new laws and regulations related to patient health information, we could be
subject to criminal or civil sanctions.

Health care is an area of rapid regulatory change. Changes in the laws and regulations and new
interpretations of existing laws and regulations may affect permissible activities, the relative costs associated with doing business, and reimbursement amounts paid by federal, state and other third-party payors. We can not predict the future of
federal, state and local regulation or legislation, including Medicare and Medicaid statutes and regulations. Future legislative and regulatory changes could have a material adverse impact on us.

Operating Results

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



|                                     |  |                                      |         |      |   |        
|------------------------------------ |  | ------------------------------------ | ------- | ---- | - | -------
|                                     |  | For The Three Months Ended March 31,
|                                     |  | 2007                                 |         | 2006
|                                     |  | (In thousands)                      
|Oxygen and other respiratory therapy |  | $                                    | 350,014 |      | $ | 305,363
|Home medical equipment and other     |  |                                      | 28,445  |      |   | 28,228 
|                                     |  |                                      |         |      |   |        
|Total                                |  | $                                    | 378,459 |      | $ | 333,591
|                                     |  |                                      |         |      |   |        

Net revenues for the three months ended March 31, 2007, increased by $44.9 million (or 13.5%)
compared with the three months ended March 31, 2006. The 13.5% increase in net revenues in the three-month period was comprised of 10.0% internal growth and 4.5% acquisition growth partially offset by Medicare price changes taking effect in the
first quarter of 2007 (see Medicare Reimbursement). The internal growth in net revenues, excluding price reductions, is attributable to underlying demographic growth in the markets for our products and gains in customer counts resulting
primarily from our sales and marketing efforts that emphasize high-quality equipment and customer service. Growth in net revenues from acquisitions is attributable to the effects of acquisitions of local and regional companies and is based on
the estimated contribution to net revenues for the four quarters following such acquisitions. During the three months ended March 31, 2007, the Company did not acquire the business or assets of any companies. During the three months ended
March 31, 2006, the Company acquired certain assets of one company. The aggregate cost of that acquisition was $0.7 million.

The
contribution of oxygen and other respiratory therapy products to our net revenues was 92.5% and 91.5%, respectively, during the three months ended March 31, 2007 and 2006. Our strategy is to focus on the provision of oxygen and other
respiratory therapy services to patients in the home and to provide home medical equipment and other services where we believe such services will enhance our core respiratory business.

Cost of goods and services as a percentage of net revenues increased to 23.3% for the three months ended March 31, 2007, compared with 22.3% for the
comparable prior year period. Cost of goods and services for the three months ended March 31, 2007 increased by $13.7 million, or 18.5%, over the prior year period. The increase in costs of goods and services in 2007 is attributable primarily
to an increase in drug purchasing costs due to a product mix shift to higher cost branded products in our inhalation drug business over the past year and increased sales of medical supplies and nutritional products to pediatric customers. We also
experienced significant growth in our sleep therapy product lines during the first three months of 2007 compared with the first three months of 2006, which generally carry a lower gross margin than other products we provide.

Cost of goods and services includes the cost of equipment (excluding depreciation of $18.6 million and $16.2 million in 2007 and 2006, respectively),
drugs and supplies sold to patients and certain costs related to the Companys respiratory drug product line. These costs include an allocation of customer service, distribution and administrative costs relating to the respiratory drug product
line of approximately $12.3 million and $12.6 million for the three month periods of 2007 and 2006, respectively. Included in cost of



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goods and services in the three months ended March 31, 2007 are salary and related expenses of pharmacists and pharmacy technicians of $2.6 million.
Such salary and related expenses for the three months ended March 31, 2006 were $2.5 million.

Operating expenses as a percentage of
net revenues were 24.3% for the three months ended March 31, 2007, compared with 23.7% for the comparable prior year period. Operating expenses for the three months ended March 31, 2007, increased by $12.8 million, or 16.2%, over the prior
year period. Contributing to the increase in operating expenses during the first three months of 2007 were higher payroll and related costs, increased freight charges as a result of gains in customer shipment volumes in our drug and sleep accessory
product lines and higher vehicle related expenses.

The Company manages nearly 1,000 operating centers from which customers are provided
equipment, supplies and services. An operating center averages approximately seven to eight employees and is typically comprised of a center manager, two customer service representatives (referred to as CSRs  telephone
intake, scheduling, documentation), two or three service representatives (referred to as Service Reps  delivery, maintenance and retrieval of equipment and delivery of disposables), a respiratory therapist (non-reimbursable and
discretionary clinical follow-up with the customer and communication to the prescribing physician) and a sales representative (marketing calls to local physicians and other referral sources).

The Company includes in operating expenses the costs incurred at the Companys operating centers for certain service personnel (branch manager,
CSRs and Service Reps), facilities (rent, utilities, communications, property taxes, etc.) vehicles (vehicle leases, gasoline, repair and maintenance), and general business supplies and miscellaneous expenses. Operating expenses for the
interim periods of 2007 and 2006 within these major categories were as follows:



|                                   |  |                              |        |      |   |       
|---------------------------------- |  | ---------------------------- | ------ | ---- | - | ------
|Operating Expenses ( in thousands) |  | Three Months Ended March 31,
|                                   |  | 2007                         |        | 2006
|Salary and related                 |  | $                            | 58,932 |      | $ | 49,591
|Facilities                         |  |                              | 14,271 |      |   | 12,844
|Vehicles                           |  |                              | 10,492 |      |   | 9,330 
|General supplies/miscellaneous     |  |                              | 8,189  |      |   | 7,329 
|                                   |  |                              |        |      |   |       
|Total                              |  | $                            | 91,884 |      | $ | 79,094
|                                   |  |                              |        |      |   |       

Included in operating expenses during the three months ended March 31, 2007 are salary and
related expenses for Service Reps in the amount of $24.4 million. Such salary and related expenses for the three months ended March 31, 2006 were $21.8 million.

Selling, general and administrative (SG&A) expenses as a percentage of net revenues were 20.2% for the three months ended March 31, 2007, compared with 21.1% for the comparable prior year period.
SG&A expenses for the three months ended March 31, 2007 increased by $5.9 million, or 8.3%, over the prior year period. Contributing to the increase in SG&A expenses in 2007 were higher payroll costs included in selling expenses,
partially offset by cost controls at our administrative, field overhead and billing office locations and lower stock-based compensation expense.

Selling, general and administrative expenses (SG&A) include costs related to sales and marketing activities, corporate overhead and other business support functions. Included in SG&A during the three months ended
March 31, 2007 are salary and related expenses of $56.0 million. These salary and related expenses include the cost of the Companys respiratory therapists in the amount of $15.5 million. The Companys respiratory therapists generally
provide non-reimbursable and discretionary clinical follow-up with the customer and communication, as appropriate, to the prescribing physician with respect to the customers plan of care. The Company includes the salaries and related expenses
of its respiratory therapist personnel (licensed respiratory therapists or, in some cases, registered nurses) in SG&A because it believes that these personnel enhance the Companys business relative to its competitors that do not employ
respiratory therapists. Included in SG&A during the three months ended March 31, 2006 are salary and related expenses of $48.5 million. These salary and related expenses include the cost of the Companys respiratory therapists in the
amount of $12.6 million during 2006.



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Included in depreciation expense in the three months ended March 31, 2007 is depreciation of patient
service equipment of $18.6 million, and depreciation of other property and equipment of $7.3 million. Included in depreciation expense in the three months ended March 31, 2006 is depreciation of patient service equipment of $16.2 million and
depreciation of other property and equipment of $8.3 million. The growth in depreciation expense in the three months ended March 31, 2007 compared with the prior year period is attributed to a reduction in the estimated useful lives of certain
DME equipment (see Medicare Reimbursement) and increased purchases of medical and other equipment necessary to support the growth in the Company's customer base during 2007.

Operating income for the three months ended March 31, 2007, was $90.4 million (23.9% of net revenues) compared with $79.7 million (23.9% of net
revenues) for the comparable prior year period. The increase in operating income in the first quarter of 2007 is attributable primarily to revenue growth from increases in customer volumes offset by higher costs and expenses as noted above.

Liquidity and Capital Resources

Our
primary sources of liquidity have been internally generated funds from operations, borrowings under credit facilities and proceeds from equity and debt transactions. We have used these funds to meet our capital requirements, which consist primarily
of operational needs, capital expenditures, acquisitions, debt service and share repurchases.

Net cash provided by operating activities
increased by 11.1% to $106.7 million for the three months ended March 31, 2007, compared with $96.0 million for the three months ended March 31, 2006. The increase in net cash from operating activities was due primarily to an increase
in net income and increases in accrued expenses and income taxes payable.

Net cash used in investing and financing activities was $96.6
million for the three months ended March 31, 2007. Activity during the three-month period ended March 31, 2007 included our net investment in capital equipment of $29.8 million, payments of principal on debt of $1.4 million and repurchases
of our common stock of $275.0 million offset by proceeds from issuance of debt of $205.4 million and proceeds from the exercise of stock options and issuance of common shares of $3.6 million.

As of March 31, 2007, our principal sources of liquidity consisted of $35.2 million of cash and equivalents and $101.5 million available under our
revolving bank credit facility.

On February 14, 2006, our Board of Directors authorized a share repurchase plan whereby the Company
may repurchase from time to time, on the open market or in privately negotiated transactions, shares of the Companys common stock in amounts determined pursuant to a formula that takes into account both the ratio of the Companys net debt
to cash flow and its available cash resources and borrowing availability. During the quarter ended March 31, 2007, the Company repurchased and retired 6,958,400 shares for $275.0 million pursuant to the repurchase plan. The shares repurchased
were funded during the quarter by $205.0 million drawn from the Companys revolving credit facility and $70.0 million from cash generated by the Companys operations.

In June 2003, we completed the sale of $275.0 million aggregate principal amount of 3.0% Convertible Senior Debentures due 2033 (the
Debentures) in a private placement. The Debentures are convertible into shares of our common stock based on a conversion rate of 18.7515 shares for each $1,000 principal amount of Debentures. The conversion rate is equivalent to a
conversion price of approximately $53.33 per share of common stock. The Debentures are convertible into common stock in any calendar quarter if, among other circumstances, the last reported sale price of our common stock for at least 20 trading days
during the period of 30 consecutive trading days ending on the last trading day of our previous calendar quarter is greater than or equal to $64.00 (120% of the applicable conversion price per share of our common stock) on such last trading day.
Interest on the Debentures is payable at the rate of 3.0% per annum on June 15 and December 15 of each year. The Debentures are senior unsecured obligations and will mature on June 15, 2033. The Debentures are redeemable by us on
or after June 15, 2008 and may be put to us for repurchase on June 15, 2008, 2010, 2013, or 2018.

Our future liquidity will
continue to be dependent upon our operating cash flow and management of accounts receivable. We anticipate that funds generated from operations, together with our current cash on hand and funds available under our revolving credit facility, will be
sufficient to finance our working capital requirements, fund anticipated acquisitions and capital expenditures, and meet our contractual obligations for at least the next 12 months.



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Accounts Receivable:The Company maintains payor-specific price tables in its
billing system that reflect the fee schedule amounts statutorily in effect or contractually agreed upon by various government and commercial payors for each item of equipment or supply provided to a customer. Due to the nature of the health care
industry and the reimbursement environment in which Lincare operates, situations can occur where expected payment amounts are not established by fee schedules or contracted rates, and estimates are required to record revenues and accounts receivable
at their net realizable values. Inherent in these estimates is the risk that revenues and accounts receivable will have to be revised or updated as additional information becomes available. Contractual adjustments to revenues and accounts receivable
can result from price differences between allowed charges and amounts initially recognized as revenue due to incorrect price tables or subsequently negotiated payment rates. Actual adjustments that result from differences between the payment amount
received and the expected realizable amount are recorded against the allowance for sales adjustments and are typically identified and ultimately recorded at the point of cash application or account review. Historically, such contractual adjustments
have not been significant and we report revenues in our financial statements net of such adjustments. Accounts receivable are reported net of allowances for sales adjustments and uncollectible accounts. Bad debt is recorded as an operating expense
and consists of billed charges that are ultimately deemed uncollectible due to the customers or third-party payors inability or refusal to pay.

The Companys payor mix is highly concentrated among Medicare, Medicaid and other government third-party payors and contracted private insurance or commercial payors. Government payment rates are determined
according to published fee schedules established pursuant to statute, law or other regulatory processes and commercial payment rates are based on contractual line item pricing as reflected in the respective contracts. Fee schedule updates have
historically occurred on a prospective basis and have been made available to the Company in advance of the effective date of a change in reimbursement rates. The Companys proprietary billing system has features that allow the Company to timely
update payor price tables within the system as changes occur in order to accurately record revenues and accounts receivable at their expected realizable values. Additional systems and manual controls and processes are used by management to evaluate
the accuracy of these recorded amounts. Based on the Companys experience, it is unlikely that a change in estimate of unsettled amounts from third party payors would have a material adverse impact on its financial position or results of
operations.

Accounts receivable balance concentrations by major payor category as of March 31, 2007 and December 31, 2006 were
as follows:



|                                               |  |               |   |  |                   |  
|---------------------------------------------- |  | ------------- | - |  | ----------------- | -
|Percentage of Accounts Receivable Outstanding: |  |               |   |  |                   |  
|                                               |  | March 31,2007 |   |  | December 31, 2006 |  
|Medicare                                       |  | 37.0          | % |  | 40.1              | %
|Medicaid/Other Government                      |  | 13.7          | % |  | 12.5              | %
|Private Insurance                              |  | 37.8          | % |  | 38.1              | %
|Self-Pay                                       |  | 11.5          | % |  | 9.3               | %
|                                               |  |               |   |  |                   |  
|Total                                          |  | 100.0         | % |  | 100.0             | %
|                                               |  |               |   |  |                   |  

Aged accounts receivable balances by major payor category as of March 31, 2007 and
December 31, 2006 were as follows:



|                                     |  |                |   |  |        |   |  |          |  
|------------------------------------ |  | -------------- | - |  | ------ | - |  | -------- | -
|Percentage of Accounts Aged in Days: |  | March 31, 2007 |  
|                                     |  | 0-60           |   |  | 61-120 |   |  | Over 120 |  
|Medicare                             |  | 80.0           | % |  | 10.6   | % |  | 9.4      | %
|Medicaid/Other Government            |  | 64.4           | % |  | 22.7   | % |  | 12.9     | %
|Private Insurance                    |  | 60.5           | % |  | 17.0   | % |  | 22.5     | %
|Self-Pay                             |  | 61.1           | % |  | 21.5   | % |  | 17.4     | %
|All Payors                           |  | 68.3           | % |  | 15.9   | % |  | 15.8     | %



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|                                     |  |                   |   |  |        |   |  |          |  
|------------------------------------ |  | ----------------- | - |  | ------ | - |  | -------- | -
|Percentage of Accounts Aged in Days: |  | December 31, 2006 |  
|                                     |  | 0-60              |   |  | 61-120 |   |  | Over 120 |  
|Medicare                             |  | 80.3              | % |  | 10.1   | % |  | 9.6      | %
|Medicaid/Other Government            |  | 65.6              | % |  | 18.3   | % |  | 16.1     | %
|Private Insurance                    |  | 61.6              | % |  | 15.0   | % |  | 23.4     | %
|Self-Pay                             |  | 53.8              | % |  | 21.5   | % |  | 24.7     | %
|All Payors                           |  | 68.9              | % |  | 14.0   | % |  | 17.1     | %

The Company operates 36 regional billing and collection offices (RBCOs) that are
responsible for the billing and collection of accounts receivable. The RBCOs are aligned geographically to support the accounts receivable activity of the operating centers within their assigned territories. As of March 31, 2007, there were
1,277 full-time employees in the RBCOs. Accounts receivable collections are performed by designated collectors within each of the RBCOs. The collectors use various reporting tools available within the Companys proprietary billing system to
identify claims that have been denied or partially paid by the responsible party and claims that have not been processed by the third-party payor in a timely manner. Collections of accounts receivable are typically pursued using direct phone contact
to determine the reason for non-payment and, if necessary, corrected claims are prepared for resubmission and further follow-up with the responsible party. In some cases, third-party payors have developed electronic inquiry methods that the Company
can access to determine the status of individual claims. The Company has benefited from the increasing availability of electronic funds transfers from payors, which now account for approximately 66% of all payments received. The Company believes
that its collection procedures contribute to its accounts receivable days sales outstanding (DSO) and bad debt expense being among the lowest in its industry, according to published industry data and public filings of some of its
competitors.

The ultimate collection of accounts receivable may not be known for several months. We record bad debt expense based on a
percentage of revenue using historical Company-specific data. The percentage and amounts used to record bad debt expense and the allowance for doubtful accounts are supported by various methods and analyses including current and historical cash
collections, bad debt write-offs, aged accounts receivable and consideration of any payor-specific concerns. The ultimate write-off of an accounts receivable occurs once collection procedures are determined to have been exhausted by the collector
and after appropriate review of the specific account and approval by supervisory and/or management employees within the RBCOs. Management and RBCO supervisory and management employees also review accounts receivable write-off reports, correspondence
from payors and individual account information to evaluate and correct processes that might have contributed to an unsuccessful collection effort.

The Company does not use an aging threshold for account receivable write-offs. However, the age of an account balance may provide an indication that collection procedures have been exhausted, and would be considered in the review and
approval of an account balance write-off.

Future Minimum Obligations

In the normal course of business, we enter into obligations and commitments that require future contractual payments. The commitments primarily result from repayment obligations for borrowings under our revolving bank
credit facility and Debentures, as well as contractual lease payments for facility, vehicle, and equipment leases, deferred taxes and deferred acquisition obligations.

During the quarter ended March 31, 2007, the Companys revolving bank credit facility outstanding balance increased $205.0 million from $60.0 million to $265.0 million. The primary use of these funds was the
repurchase of the Companys common stock as described in Liquidity and Capital Resources.



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New Accounting Standards

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115, which permits an
entity to choose to measure certain financial instruments and other items at fair value at specified election dates. A company will report unrealized gains and losses in earnings on items for which the fair value option has been elected after
adoption. The provisions of SFAS 159 are effective as of the beginning of the 2008 calendar year. The Company is currently evaluating the potential future impact of this standard on its financial condition, results of operations and cash flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the
FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. The provisions of SFAS No. 157 are
effective as of the beginning of the 2008 calendar year. The Company does not expect the adoption of SFAS No. 157 to have a material impact on its financial condition, results of operations or cash flows.

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FAS 109, Accounting
for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required
to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for
fiscal years beginning after December 15, 2006. The Company adopted FIN 48 as of January 1, 2007 and recognized a charge to equity of $0.6 million as a cumulative effect adjustment. The Company may experience greater volatility in the
effective tax rate as a result of adopting FIN 48.

Forward Looking Statements

Statements in this report concerning future results, performance or expectations are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended. All forward-looking statements included in this document are based upon information available to us as of the date hereof and we assume no obligation to update any such forward-looking
statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our 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. 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 our ability to attain these estimates include potential reductions in
reimbursement rates by government and other third-party payors, changes in reimbursement policies, the demand for our products and services, the availability of appropriate acquisition candidates and our ability to successfully complete and
integrate acquisitions, efficient operations of our existing and future operating facilities, regulation and/or regulatory action affecting us or our business, economic and competitive conditions, access to borrowed and/or equity capital on
favorable terms and other risks described below.

In developing our forward-looking statements, we have 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 we use differ materially from what actually occurs, then actual results could vary significantly
from the performance projected in the forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report.



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Certain Risk Factors Relating to the Companys Business

We operate in a rapidly changing environment that involves a number of risks. The following discussion highlights some of these risks and others are
discussed elsewhere in this report. These and other risks could materially and adversely affect our business, financial condition, operating results and cash flows.

A MAJORITY OF OUR CUSTOMERS HAVE PRIMARY HEALTH COVERAGE UNDER MEDICARE PART B, AND RECENTLY ENACTED AND FUTURE CHANGES IN THE REIMBURSEMENT RATES OR PAYMENT METHODOLOGIES UNDER THE MEDICARE PROGRAM COULD
MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

As a provider of home oxygen and other respiratory therapy services for the home health
care market, we have historically depended heavily on Medicare reimbursement as a result of the high proportion of elderly persons suffering from respiratory disease. Medicare Part B, the Supplementary Medical Insurance Program, provides coverage to
eligible beneficiaries for DME, such as oxygen equipment, respiratory assistance devices, continuous positive airway pressure devices, nebulizers and associated respiratory medications, hospital beds and wheelchairs for the home setting.
Approximately 72 percent of our customers have primary coverage under Medicare Part B. There are increasing pressures on Medicare to control health care costs and to reduce or limit reimbursement rates for home medical equipment and services.
Medicare reimbursement is subject to statutory and regulatory changes, retroactive rate adjustments, administrative and executive orders and governmental funding restrictions, all of which could materially decrease payments to us for the services
and equipment we provide.

Recent legislation, including DRA and MMA, contain provisions that directly impact reimbursement for the primary
respiratory and other DME products provided by Lincare. DRA contains provisions that will negatively impact reimbursement for oxygen equipment beginning in 2009 and DME items subject to capped rental payments beginning in 2007. MMA significantly
reduced reimbursement for inhalation drug therapies beginning in 2005, reduced payment amounts for five categories of DME, including oxygen, beginning in 2005, freezes payment amounts for other covered DME items through 2007, establishes a
competitive acquisition program for DME beginning in 2007, and implements quality standards and accreditation requirements for DME suppliers. The DRA and MMA provisions, when fully implemented, could materially and adversely affect our business,
financial condition, operating results and cash flows. See MEDICARE REIMBURSEMENT for a full discussion of the DRA and MMA provisions.

A
SIGNIFICANT PERCENTAGE OF OUR BUSINESS IS DERIVED FROM THE SALE AND RENTAL OF MEDICARE-COVERED OXYGEN AND DME ITEMS, AND RECENT LEGISLATIVE ACTS IMPOSE SUBSTANTIAL CHANGES IN THE MEDICARE PAYMENT METHODOLOGIES AND REDUCTIONS IN THE MEDICARE PAYMENT
AMOUNTS FOR THESE ITEMS.

DRA changes the reimbursement methodology for oxygen
equipment from continuous monthly payment for as long as the equipment is in use by a Medicare beneficiary, which includes payment for oxygen contents and maintenance of equipment, to a capped rental arrangement whereby payment for oxygen equipment
(including portable oxygen equipment) may not extend over a period of continuous use of longer than 36 months. On the first day that begins after the 36thcontinuous month during which payment is made for the oxygen equipment, the supplier would transfer title of the equipment to the beneficiary. Separate payments for oxygen contents would continue to
be made for the period of medical need beyond the 36thmonth. According to the legislation, additional payments for
maintenance and service of the oxygen equipment would be made for parts and labor not covered by a suppliers or manufacturers warranty. The oxygen provisions contained in DRA became effective on January 1, 2006. In the case of
beneficiaries receiving oxygen equipment prior to the effective date, the 36-month period of continuous use begins on January 1, 2006. Accordingly, the first month in which the new payment methodology will impact our net revenues is January
2009.

On November 1, 2006, the Centers for Medicare and Medicaid Services (CMS) issued rule CMS-1304-F, describing the
Medicare regulations, as interpreted by CMS, required to implement the DRA oxygen provisions. The rule codifies the new payment methodology and related provisions with respect to oxygen, including, but not limited to, defining the 36-month capped
rental period of continuous use, transfer of title, payment for oxygen contents for beneficiary-owned oxygen equipment, payment for maintenance and servicing of oxygen equipment and procedures for replacement of beneficiary-owned equipment. The DRA
oxygen provisions



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and related regulations represent a fundamental change in the Medicare payment system for oxygen. These provisions are complex, and are expected to result in
profound changes in the provider-customer relationship for oxygen equipment and related services. The Company is evaluating the potential impact of the DRA oxygen provisions on its business and believes that the 36-month rental cap will have a
material adverse impact on the Companys net revenues, operating income, cash flows and financial position when it takes effect in 2009 and beyond. Additionally, the Presidents 2008 budget proposes a reduction in the maximum continuous
oxygen rental period from 36 months to 13 months. No further information on this proposal is available at this time and we can not predict whether or not the proposal will be included in the final budget approved by Congress.

Included in rule CMS-1304-F are changes to the Medicare payment rates for oxygen and oxygen equipment that took effect on January 1, 2007. CMS is
exercising its authority under the Balanced Budget Act of 1997 (BBA) to establish separate classes and monthly payment rates for oxygen. The rule establishes a new class and monthly payment amount for oxygen-generating portable equipment
(OGPE), which includes oxygen transfilling equipment and portable oxygen concentrators. An OGPE add-on payment, applicable during the 36-month rental period, will be made for these systems in the amount of $51.63. Payments for the new
OGPE add-on began on January 1, 2007 for new and existing oxygen users. CMS is also increasing the monthly payment amounts for portable oxygen contents for beneficiary-owned liquid or gaseous oxygen equipment from approximately $20.77 to
$77.45. Payments for the increased portable oxygen contents became effective on January 1, 2007 for new and existing oxygen users. The BBA requires these changes to be budget neutral, and accordingly, CMS reduced other Medicare oxygen payment
rates beginning in 2007. As a result, the monthly payment amount for stationary oxygen equipment will decrease each year in order to offset the anticipated increase in Medicare spending for OGPE and oxygen contents. For 2007 and 2008, the payment
rate for stationary oxygen equipment will be $198.40, which is expected to reduce our net revenues and operating income by approximately $6.0 million annually. According to CMS, the projected rates for 2009 and 2010 are $193.21 and $189.39,
respectively. Budget neutrality requires that Medicares total spending for all modalities of oxygen equipment, including contents, be the same under the proposed changes as it would be without the changes. CMS budget neutral calculations
were based on an assumption that five percent of oxygen users will shift to OGPE equipment. CMS will revise payment rates in future years under the methodology specified in the rule based on actual OGPE use and updated data on the distribution of
beneficiaries using oxygen equipment. To the extent that the Companys distribution of oxygen equipment and oxygen contents in future years mirrors that of the overall Medicare market, these future payment rate revisions would not be expected
to have a significant effect on the overall level of reimbursement for the Companys oxygen business.

DRA also changes the reimbursement methodology for items of DME in the capped rental payment category, including but not limited to such items as continuous positive airway pressure (CPAP) devices, certain
respiratory assist devices, nebulizers, hospital beds and wheelchairs. For such items of DME, payment may not extend over a period of continuous use of longer than 13 months. The option for a supplier to retain ownership of the item after a 15-month
rental period and receive semi-annual maintenance and service payments will be eliminated. On the first day that begins after the 13thcontinuous month during which payment is made for the item, the supplier will transfer title of the item to the beneficiary. Additional payments for maintenance and service of the item will be made for parts and labor not
covered by a suppliers or manufacturers warranty. The DME capped rental provisions contained in DRA apply to items furnished for which the first rental month occurs on or after January 1, 2006. Accordingly, the first month in which
the new payment methodology impacted our net revenues was February 2007. Included in rule CMS-1304-F is a discussion of the Medicare regulations, as interpreted by CMS, necessary to implement the DME capped rental changes contained in the DRA. In
addition, on January 26, 2006, CMS announced a final rule revising the payment classification of certain respiratory assist devices (RADs). RADs with a backup rate feature were reclassified as capped rental DME items effective
April 1, 2006, whereby payments to providers of such devices will cease after the 13thcontinuous month of
rental. Prior to the rule, providers were paid a continuous monthly rental amount over the entire period of medical necessity. In cases where Medicare beneficiaries received the item prior to April 1, 2006, only the rental payments for months
after the effective date count toward the 13-month cap. Accordingly, the first month is which the new payment methodology will impact our net revenues is May 2007. The Company estimates that the capped rental changes to DME and RADs will reduce the
Companys net revenues and operating income by approximately $12.0 million in 2007 and by approximately $24.0 million in 2008. In addition, the transfer of ownership provisions affecting Medicare capped rental



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equipment resulted in a reduction in the estimated useful lives of such equipment beginning in 2006. The Company will continue to evaluate its estimates of
useful lives based on its experience with ownership transfers of capped rental equipment in future periods, which may result in further increases in depreciation expense in 2007 and beyond.

A SIGNIFICANT PERCENTAGE OF OUR BUSINESS IS DERIVED FROM THE SALE OF MEDICARE-COVERED RESPIRATORY MEDICATIONS, AND RECENT LEGISLATION IMPOSED SIGNIFICANT REDUCTIONS
IN MEDICARE REIMBURSEMENT FOR SUCH INHALATION DRUGS.

Historically, prescription drug coverage under Medicare has been limited to drugs
furnished incident to a physicians services and certain self-administered drugs, including inhalation drug therapies. Prior to MMA, Medicare reimbursement for covered Part B drugs, including inhalation drugs that we provide, was limited to 95
percent of the published average wholesale price (AWP) for the drug. MMA established new payment limits and procedures for drugs reimbursed under Medicare Part B (See MEDICARE REIMBURSEMENT). Beginning in 2005, inhalation
drugs furnished to Medicare beneficiaries are reimbursed at 106 percent of the volume-weighted average selling price (ASP) of the drug, as determined from data provided each quarter by drug manufacturers under a specific formula
described in MMA. Implementation of the ASP-based formula resulted in a dramatic reduction in payment rates for inhalation drugs. We can not determine whether quarterly updates in ASP pricing data submitted by drug manufacturers and adopted by CMS
will continue to result in ongoing reductions in payment rates for inhalation drugs, and what impact such payment reductions could have on our business in 2007 and beyond. Such payment adjustments could have a material adverse effect on our
financial position and operating results.

On March 24, 2006, the Durable
Medical Equipment Program Safeguard Contractors (DME PSCs) proposed certain revisions to Medicares Local Coverage Determination policy for nebulizers (the Nebulizer LCD) which include significant changes that would, if implemented,
adversely affect reimbursement for two commonly prescribed inhalation drugs, Xopenex®3and DuoNeb®4, and eliminate Medicare coverage for certain other respiratory medications. Specifically, the Nebulizer LCD proposes, among other things, to reduce the payment amount for Xopenex® to the allowance for albuterol and the payment
amount for DuoNeb® to the allowance for separate unit dose vials of albuterol and ipratropium. These changes would result in reimbursement reductions for Xopenex® and DuoNeb® of approximately 95% and 73%, respectively. The DME PSCs have
solicited comments on the proposed changes from physicians, manufacturers, suppliers and other professional involved in the treatment of Medicare beneficiaries with chronic lung disease. Written comments on the proposal were due by May 8, 2006,
and the DME PSCs also held public meetings to receive comments on the draft policy. Furthermore, on December 21, 2006, CMS announced it was undertaking a national coverage decision review on the use of these medications to determine whether
they are reasonable and necessary for Medicare beneficiaries with chronic obstructive pulmonary disease. CMS accepted comments until January 19, 2007 and plans to issue a proposed national coverage decision by June 20, 2007 and then a
formal national coverage policy by September 18, 2007. We can not determine whether the proposed Nebulizer LCD will be implemented in its current form nor the outcome of CMS national coverage decision and what impact the final policy
might have on our financial position or operating results and our ability to provide these inhalation drugs to Medicare beneficiaries.

RECENT
REGULATORY CHANGES SUBJECT THE MEDICARE REIMBURSEMENT RATES FOR OUR EQUIPMENT AND SERVICES TO ADDITIONAL REDUCTIONS AND TO POTENTIAL DISCRETIONARY ADJUSTMENT BY CMS, WHICH COULD REDUCE OUR REVENUES, NET INCOME AND CASH FLOWS.

In February 2006, a final rule governing CMS Inherent Reasonableness, or IR, authority became effective. The IR rule establishes a process for
adjusting fee schedule amounts for Medicare Part B services when existing payment amounts are determined to be either grossly excessive or deficient. The rule describes the factors that CMS or its contractors will consider in making such
determinations and the procedures that will be followed in establishing new payment amounts. To date, no payment adjustments have occurred or been proposed as a result of the IR rule.

---

|3 | Xopenex® is a registered trademark of Sepracor, Inc.
|- | ----------------------------------------------------

|4 | DuoNeb® is a registered trademark of Dey L.P.
|- | ---------------------------------------------



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The effectiveness of the IR rule itself does not trigger payment adjustments for any items or services.
Nevertheless, the IR rule puts in place a process that could eventually have a significant impact on Medicare payments for our equipment and services. We can not predict whether or when CMS will exercise its IR authority with respect to our
equipment and services. Such payment adjustments, if implemented, could reduce our revenues, net income and cash flows.

RECENT LEGISLATION ESTABLISHING
A COMPETITIVE BIDDING PROCESS UNDER MEDICARE COULD REDUCE OUR REVENUES, NET INCOME AND CASH FLOWS.

Recent legislation (See
MEDICARE REIMBURSEMENT) instructs CMS to establish and implement programs under which competitive acquisition areas are established throughout the United States for contract award purposes for the furnishing of competitively priced items
of DME, including oxygen equipment. The program would be implemented in phases such that competition under the program occurs in 10 of the largest MSAs in 2007, 80 of the largest MSAs in 2009, and additional areas after 2009. Items selected for
competitive acquisition may be phased in first among the highest cost and highest volume items and services or those items and services that CMS determines have the largest savings potential. In carrying out such programs, CMS may exempt rural areas
and areas with low-population density within urban areas that are not competitive, unless there is a significant national market through mail order for a particular item or service.

For each competitive acquisition area, CMS would conduct a competition under which providers would submit bids to supply certain covered items of DME.
Successful bidders would be expected to meet certain program quality standards in order to be awarded a contract and only successful bidders could supply the covered items to Medicare beneficiaries in the acquisition area. The applicable contract
award prices are expected to be less than would be paid under current Medicare fee schedules, and contracts would be re-bid at least every three years. CMS will be required to award contracts to multiple entities submitting bids in each area for an
item or service, but would have the authority to limit the number of contractors in a competitive acquisition area to the number needed to meet projected demand. CMS may use competitive bid pricing information to adjust the payment amount otherwise
in effect for an area that is not a competitive acquisition area.

On April 2, 2007, CMS issued rule CMS-1270-F implementing the
competitive bidding program. The new competitive bidding program will replace the current Medicare fee schedule in ten of the largest MSAs across the country and will apply initially to ten categories of DME and medical supplies. CMS began the
bidding process in late April, and expects to announce winning suppliers in early December and to have payments under the program go into effect in April 2008. We can not predict the outcome of the competitive bidding program on our business nor the
Medicare payment rates that will be in effect in 2008 and beyond for the items subjected to competitive bidding.

FUTURE REDUCTIONS IN REIMBURSEMENT
RATES UNDER MEDICAID COULD REDUCE OUR REVENUES, NET INCOME AND CASH FLOWS.

Due to budgetary shortfalls, many states are considering,
or have enacted, cuts to their Medicaid programs, including funding for our equipment and services. These cuts have included, or may include, elimination or reduction of coverage for some or all of our equipment and services, amounts eligible for
payment under co-insurance arrangements, or payment rates for covered items. Approximately 6% of our customers are eligible for primary Medicaid benefits, and State Medicaid programs fund approximately 11% of our payments from primary and secondary
insurance benefits. Continued state budgetary pressures could lead to further reductions in funding for the reimbursement for our equipment and services which, in turn, could have a material adverse effect on our financial position and operating
results.

FUTURE REDUCTIONS IN REIMBURSEMENT RATES FROM PRIVATE PAYORS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION AND OPERATING
RESULTS.

Payors such as private insurance companies and employers are under pressure to increase profitability and reduce costs. In
response, certain payors are limiting coverage or reducing reimbursement rates for the equipment and services we provide. Approximately 20% of our customers and approximately 28% of our primary and secondary payments are derived from private



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payors. Continued financial pressures on these entities could lead to further reimbursement reductions for our equipment and services that could have a
material adverse effect on our financial condition and operating results.

WE DEPEND UPON REIMBURSEMENT FROM THIRD-PARTY PAYORS FOR A SIGNIFICANT
MAJORITY OF OUR REVENUES, AND IF WE FAIL TO MANAGE THE COMPLEX AND LENGTHY REIMBURSEMENT PROCESS, OUR BUSINESS AND OPERATING RESULTS COULD SUFFER.

We derive a significant majority of our revenues from reimbursement by third-party payors. We accept assignment of insurance benefits from customers and, in most instances, invoice and collect payments directly from
Medicare, Medicaid and private insurance carriers, as well as from customers under co-insurance provisions. Approximately 54% of our revenues are derived from Medicare, 28% from private insurance carriers, 11% from Medicaid and the balance directly
from individual customers and commercial entities.

Our financial condition and results of operations may be affected by the reimbursement
process, which in the health care industry is complex and can involve lengthy delays between the time that services are rendered and the time that the reimbursement amounts are settled. Depending on the payor, we may be required to obtain certain
payor-specific documentation from physicians and other health care providers before submitting claims for reimbursement. Certain payors have filing deadlines and they will not pay claims submitted after such time. We can not assure you that we will
be able to continue to effectively manage the reimbursement process and collect payments for our equipment and services promptly.

WE ARE SUBJECT TO
EXTENSIVE FEDERAL AND STATE REGULATION, AND IF WE FAIL TO COMPLY WITH APPLICABLE REGULATIONS, WE COULD SUFFER SEVERE CRIMINAL OR CIVIL SANCTIONS OR BE REQUIRED TO MAKE SIGNIFICANT CHANGES TO OUR OPERATIONS THAT COULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR RESULTS OF OPERATIONS.

The federal government and all states in which we operate regulate many aspects of our business. In
particular, our operating centers are subject to federal laws that regulate the repackaging of drugs (including oxygen) and interstate motor-carrier transportation. Our operations also are subject to state laws governing, among other things,
pharmacies, nursing services, distribution of medical equipment and certain types of home health activities. Certain of our employees are subject to state laws and regulations governing the ethics and professional practices of respiratory therapy,
pharmacy and nursing.

As a health care supplier, we are 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, documenting 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 customer records and other documents to support our claims for payment. Similarly, government agencies periodically open investigations and obtain information from
health care providers pursuant to the legal process. Violations of federal and state regulations can result in severe criminal, civil and administrative penalties and sanctions, including disqualification from Medicare and other reimbursement
programs, which could have a material adverse effect on our business.

Health care is an area of rapid regulatory change. Changes in the
law and new interpretations of existing laws may affect permissible activities, the costs associated with doing business, and reimbursement amounts paid by federal, state and other third-party payors. We can not predict the future of federal, state
and local regulation or legislation, including Medicare and Medicaid statutes and regulations, or possible changes in national health care policies. Future legislation and regulatory changes could have a material adverse effect on our business.

COMPLIANCE WITH REGULATIONS UNDER THE FEDERAL HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 AND RELATED RULES, OR HIPAA, RELATING TO THE
TRANSMISSION AND PRIVACY OF HEALTH INFORMATION COULD IMPOSE ADDITIONAL SIGNIFICANT COSTS ON OUR OPERATIONS.

Numerous federal and state
laws and regulations, including HIPAA, govern the collection, dissemination, use and confidentiality of patient-identifiable health information. HIPAA requires us to comply with standards for the use and disclosure of health information within
our company and with third parties. HIPAA also includes standards for common health care electronic



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transactions and code sets, such as claims information, plan eligibility, payment information and the use of electronic signatures, and privacy and
electronic security of individually identifiable health information. Each set of HIPAA regulations requires health care providers, including us, in addition to health plans and clearinghouses, to develop and maintain policies and procedures with
respect to protected health information that is used or disclosed.

If we do not comply with existing or new laws and regulations related
to patient health information, we could be subject to criminal or civil sanctions. New health information standards, whether implemented pursuant to HIPAA or otherwise, could have a significant effect on the manner in which we handle health care
related data and communicate with payors, and the cost of complying with these standards could be significant.

WE MAY UNDERTAKE ACQUISITIONS THAT COULD
SUBJECT US TO UNANTICIPATED LIABILITIES AND THAT COULD FAIL TO ACHIEVE EXPECTED BENEFITS.

Our strategy is to increase our market share
through internal growth and strategic acquisitions. Consideration for the acquisitions has generally consisted of cash, unsecured non-interest bearing obligations and the assumption of certain liabilities.

The implementation of an acquisition strategy entails certain risks, including inaccurate assessment of disclosed liabilities, the existence of
undisclosed liabilities, entry into markets in which we may have limited or no experience, diversion of managements attention and human resources from our underlying business, difficulties in integrating the operations of an acquired business
or in realizing anticipated efficiencies and cost savings, failure to retain key management or operating personnel of the acquired business, and an increase in indebtedness and a limitation in the ability to access additional capital on favorable
terms. The successful integration of an acquired business may be dependent on the size of the acquired business, condition of the customer billing records, and complexity of system conversions and execution of the integration plan by local
management. If we do not successfully integrate the acquired business, the acquisition could fail to achieve its expected revenue contribution or there could be delays in the billing and collection of claims for services rendered to customers, which
may have a material adverse effect on our financial position and operating results.

WE FACE INTENSE NATIONAL, REGIONAL AND LOCAL COMPETITION AND IF WE
ARE UNABLE TO COMPETE SUCCESSFULLY, WE WILL LOSE REVENUES AND OUR BUSINESS WILL SUFFER.

The home respiratory market is a fragmented
and highly competitive industry. We compete against other national providers and, by our estimate, more than 2,000 local and regional providers. Home respiratory companies compete primarily on the basis of service rather than price since
reimbursement levels are established by Medicare and Medicaid or by the individual determinations of private health plans.

Our ability to
compete successfully and to increase our referrals of new customers are highly dependent upon our reputation within each local health care market for providing responsive, professional and high-quality service and achieving strong customer
satisfaction. Given the relatively low barriers to entry in the home respiratory market, we expect that the industry will become increasingly competitive in the future. Increased competition in the future could limit our ability to attract and
retain key operating personnel and achieve continued growth in our core business.

INCREASES IN OUR COSTS COULD ERODE OUR PROFIT MARGINS AND
SUBSTANTIALLY REDUCE OUR NET INCOME AND CASH FLOWS.

Cost containment in the health care industry, fueled, in part, by federal and
state government budgetary shortfalls, is likely to result in constant or decreasing reimbursement amounts for our equipment and services. As a result, we must control our operating cost levels, particularly labor and related costs, which account
for a significant component of our operating costs and expenditures. We compete with other health care providers to attract and retain qualified or skilled personnel. We also compete with various industries for lower-wage administrative and service
employees. Since reimbursement rates are established by fee schedules mandated by Medicare, Medicaid and private payors, we are not able to offset the effects of general inflation in labor and related cost components, if any, through increases in
prices for our equipment and services. Consequently, such cost increases could erode our profit margins and reduce our net income.



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|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

There were no material changes to the information provided in Item 7A in our Annual Report on Form 10-K regarding our market risk.



|Item 4. | Controls and Procedures
|------- | -----------------------

(a) Disclosure Controls and
Procedures

The Company has conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the Evaluation Date). Based on its evaluation, the Companys principal executive officer and principal
financial officer have concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported within the required time
periods.

(b) Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2007, the Company implemented its remediation plan designed to address the material weakness identified in
Item 9A(b) of the prior years annual report on Form 10-K. Specifically, the Company implemented the following components of its remediation plan:



| |  |  | The Company hired an additional Corporate Accounting Manager with relevant accounting and technical expertise.
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | Re-organized senior and managerial staff responsibility within the Accounting Department.
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Established a review and training program within the Accounting Department which targets the relevant application of new accounting standards to the Companys
financial statements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe that these steps have addressed and remediated the material weakness that affected our
internal controls over financial reporting as of December 31, 2006.



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PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

As a health care
provider, the Company 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, documenting 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 Lincare for payment of services rendered to customers. 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, civil and administrative penalties and sanctions, including disqualification
from Medicare and other reimbursement programs.

From time to time, the Company receives inquiries from various government agencies
requesting customer records and other documents. It has been the Companys policy to cooperate with all such requests for information. However, the Company can provide no assurances as to the duration or outcome of these inquiries.

Private litigants may also make claims against health care providers 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. We are a defendant in certain qui tam proceedings. The government has declined to intervene for purposes other than dismissal in all
unsealed qui tam actions of which we are aware and we are vigorously defending these suits.

Our operating centers are also subject
to federal and/or state laws regulating, among other things, interstate motor-carrier transportation, repackaging of oxygen, distribution of medical equipment, certain types of home health activities, pharmacy operations, nursing services and
respiratory services and apply to those locations involved in such activities. Certain of our employees are subject to state laws and regulations governing the ethics and professional practice of respiratory therapy, pharmacy and nursing. From time
to time, the Company receives inquiries and complaints from various government agencies related to its operations or personnel. It has been the Companys policy to cooperate with all such inquiries and vigorously defend any administrative
complaints. The Company can provide no assurances as to the duration or outcome of these inquiries and/or complaints.

We are also involved
in certain other claims and legal actions arising in the ordinary course of our business. The ultimate disposition of all such matters is not currently expected to have a material adverse impact on our financial position, results of operations or
liquidity.

In May of 2006, the Company resolved several ongoing investigations by the Office of Inspector General and/or the U.S.
Department of Justice. The combined settlements provide for the Company to pay a total of $12,026,000 to the government, without any admission of wrongdoing by the Company. The first investigation was the Florida investigation previously disclosed
by the Company in June 2000. The investigation focused on the Companys relationships with certain physicians and other referral sources during the period from January 1993 through December 2000. The Office of Inspector General of the U.S.
Department of Health and Human Services had contended that certain items of value were improperly provided to physicians and others in violation of federal law. The remaining three investigations were separate investigations conducted in
Massachusetts, Tennessee and Idaho and involved allegations that the Company had inappropriately sought reimbursement under Medicare and other government healthcare programs or otherwise violated federal healthcare laws. The periods covered by these
investigations varied, ranging from January 1995 through March 2004. As a part of the above four settlements, the Company has entered into a corporate integrity agreement with the Office of Inspector General.



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|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

During the three months ended March 31, 2007, the Company repurchased approximately 7.0 million shares of its common stock in the open market at a cost of approximately $275.0 million under a
previously announced repurchase program approved by its Board of Directors.



|                                      |  |                                |  |                             |       |                                                               |           |                                                                                    |   |            
|------------------------------------- |  | ------------------------------ |  | --------------------------- | ----- | ------------------------------------------------------------- | --------- | ---------------------------------------------------------------------------------- | - | -----------
|ISSUER PURCHASES OF EQUITY
SECURITIES
|Period                                |  | Total Numberof SharesPurchased |  | Average PricePaid Per Share |       | Total Numberof SharesPurchased asPart of theRepurchaseProgram |           | ApproximateDollar Value ofShares that MayYet BePurchasedUnder
theRepurchaseProgram
|January 1, 2007 to January 31, 2007   |  | 2,831,000                      |  | $                           | 40.60 |                                                               | 2,831,000 |                                                                                    | $ | 146,746,000
|February 1, 2007 to February 28, 2007 |  | 2,466,000                      |  |                             | 39.69 |                                                               | 2,466,000 |                                                                                    | $ | 76,500,000 
|March 1, 2007 to March 31, 2007       |  | 1,661,400                      |  |                             | 37.45 |                                                               | 1,661,400 |                                                                                    | $ | 36,685,000 
|                                      |  |                                |  |                             |       |                                                               |           |                                                                                    |   |            
|Total                                 |  | 6,958,400                      |  | $                           | 39.52 |                                                               | 6,958,400 |                                                                                    |   |            
|                                      |  |                                |  |                             |       |                                                               |           |                                                                                    |   |            

On February 14, 2006, the Board authorized a share repurchase plan whereby the Company may
repurchase shares of the Companys common stock in amounts determined pursuant to a formula that takes into account both the ratio of the Companys net debt to cash flow and its available cash resources and borrowing availability. As of
March 31, 2007, $36.7 million of common stock was eligible for repurchase in accordance with the formula.



|Item 3. | Defaults Upon Senior SecuritiesNot Applicable
|------- | ----------------------------------------------



|Item 4. | Submission of Matters to a Vote of the Security HoldersNot Applicable
|------- | ----------------------------------------------------------------------



|Item 5. | Other InformationNot Applicable
|------- | --------------------------------



|Item 6. | Exhibits
|------- | --------



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



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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. GABOSPaul G. Gabos Secretary, Chief Financial Officer and Principal Accounting Officer


May 10, 2007



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INDEX OF EXHIBITS



|               |  |                                                                                                                                                                                                                              
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Exhibit                                                                                                                                                                                                                      
|3.10  (A)      |  | Amended and Restated Certificate of Incorporation of Lincare Holdings Inc.                                                                                                                                                   
|               | 
|3.11  (A)      |  | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Lincare Holdings Inc.                                                                                                                   
|               | 
|3.20  (B)      |  | Amended and Restated By-Laws of Lincare Holdings Inc.                                                                                                                                                                        
|               | 
|4.10  (C)      |  | Lincare Holdings Inc. Indenture dated as of June 11, 2003                                                                                                                                                                    
|               | 
|4.20  (C)      |  | Lincare Holdings Inc. Registration Rights Agreement dated as of June 11, 2003                                                                                                                                                
|               | 
|31.1           |  | Certification Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by John P.
Byrnes, Chief Executive Officer
|               | 
|31.2           |  | Certification Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Paul G.
Gabos, Chief Financial Officer 
|               | 
|32.1           |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by John P. Byrnes, Chief Executive Officer                                                  
|               | 
|32.2           |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Paul G. Gabos, Chief Financial Officer                                                   

---

|A | Incorporated by reference to the Registrants Form 10-Q dated August 12, 1998.
|- | ------------------------------------------------------------------------------

|B | Incorporated by reference to the Registrants Form 10-Q dated August 13, 2002.
|- | ------------------------------------------------------------------------------

|C | Incorporated by reference to the Registrants Form 8-K dated June 12, 2003.
|- | ---------------------------------------------------------------------------



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