<PAGE>   1
 
================================================================================
 
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-K
 
<TABLE>
<S>                    <S>
     (MARK ONE)
         [X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED,
                       EFFECTIVE OCTOBER 7, 1996)

                FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                     OR

        [  ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
</TABLE>
 
                         COMMISSION FILE NUMBER 0-19946
 
                             LINCARE HOLDINGS INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                              <C>
                    DELAWARE                                        51-0331330
        (State or other jurisdiction of                          (I.R.S. Employer
         incorporation or organization)                       Identification Number)

          19337 US 19 NORTH, SUITE 500                                34624
              CLEARWATER, FLORIDA                                   (Zip Code)
    (Address of principal executive office)
</TABLE>
 
       Registrant's telephone number, including area code: (813) 530-7700
 
        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                 Title of Class
 
                     Common Stock, $.01 par value per share
 
     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.   X  Yes   ___  No
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]
 
     The aggregate market value of the registrant's common stock, $.01 par
value, held by non-affiliates of the registrant, based on the closing sale price
of the common stock on February 28, 1997, as reported in the NASDAQ National
Market System, was approximately $1,222,528,890.
 
     As of February 28, 1997, there were 28,348,496 outstanding shares of the
registrant's common stock, par value $.01, which is the only class of common
stock of the registrant.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     The information called for by Part III is incorporated by reference to the
definitive Proxy Statement for the 1997 Annual Meeting of Stockholders of
Lincare Holdings Inc. which will be filed with the Securities and Exchange
Commission not later than 120 days after December 31, 1997.
================================================================================
<PAGE>   2
 
                                     PART I
 
ITEM 1.  BUSINESS
 
GENERAL
 
     Lincare Holdings Inc. and subsidiaries ("Lincare" or the "Company") is one
of the nation's largest providers of oxygen and other respiratory therapy
services to patients in the home. The Company's customers typically suffer from
chronic obstructive pulmonary disease, such as emphysema, chronic bronchitis or
asthma, and require supplemental oxygen or other respiratory therapy services in
order to alleviate the symptoms and discomfort of respiratory dysfunction.
Lincare currently serves over 110,000 customers in 38 states through 261
operating centers.
 
     On November 30, 1990, the Company acquired the outstanding capital stock of
Lincare Inc. (the "Buyout"). The Company was formed by investment partnerships
affiliated with the venture capital firms of Welsh, Carson, Anderson & Stowe and
Summit Partners, by Dean Witter Capital Corporation, and by members of the
Company's current management for the purpose of effecting the Buyout.
 
THE HOME RESPIRATORY MARKET
 
     The Company estimates that the home respiratory therapy market (including
home oxygen equipment and respiratory therapy services) had revenues of
approximately $3.0 billion in 1996, having grown by an estimated 8% to 10% per
year over the last five years. This growth reflects the significant increase in
the number of persons afflicted with chronic obstructive pulmonary disease,
which is attributable, to a large extent, to the increasing proportion of the
population over the age of 65.
 
BUSINESS STRATEGY
 
     The Company's strategy is to increase its market share through internal
growth and acquisitions. Lincare will focus primarily on growth within its
existing geographic markets, which the Company believes is generally more
profitable than adding additional operating centers in new markets. In addition,
the Company will expand into new geographic markets on a selective basis, either
through acquisitions or by opening new operating centers, when it believes such
expansion will enhance its business. In 1996, Lincare acquired 17 local and
regional competitors with combined annual revenue of approximately $44.0
million. These acquisitions established Lincare in two new states and expanded
its presence in the states where the Company had existing locations.
 
     Revenue growth will be dependent upon the overall growth rate of the home
respiratory care market, as well as on opportunities to increase market share
through effective marketing efforts and selective acquisitions of local or
regional competitors. The Company believes that the growing cost containment
efforts of government and private insurance reimbursement programs and an
increasingly competitive environment have accelerated consolidation trends
within the home health care industry.
 
     The Company will continue to concentrate on providing oxygen and other
respiratory therapy services to patients in the home and to provide home medical
equipment and other services where it believes such services will enhance the
Company's primary business. In 1996, oxygen and other respiratory therapy
services accounted for over 90% of the Company's revenues.
 
PRODUCTS AND SERVICES OF LINCARE
 
     Lincare primarily provides oxygen and other respiratory therapy services to
patients in the home. Lincare also provides a variety of infusion therapies in
certain geographic markets. When a patient is referred to one of the Company's
operating centers by a physician, hospital discharge planner or other source,
the Company's customer representative obtains the necessary medical and
insurance coverage information and coordinates the delivery of patient care. The
prescribed therapy is administered by one of the Company's representatives in
the customer's home, where instructions and training are given to the customer
and the customer's family regarding appropriate equipment use and maintenance
and the therapy to be administered. Following the
 
                                        1
<PAGE>   3
 
initial setup, Company representatives make periodic visits to the customer's
home, the frequency of which is dictated by the type of therapy. The Company's
services are coordinated with the customer's physician. During the period that
the Company performs services for a customer, the customer remains under the
physician's care and medical supervision. The Company employs respiratory
therapists and nurses to perform certain training and other functions in
connection with the Company's services. The respiratory therapists and nurses
are licensed where required by applicable law.
 
     HOME OXYGEN EQUIPMENT.  The major types of oxygen delivery equipment are
liquid oxygen systems and oxygen concentrators. Each method of delivery has
different characteristics that make it more or less suitable to specific patient
applications.
 
          Liquid oxygen systems are thermally insulated containers of liquid
     oxygen, consisting of a stationary unit and a portable unit, which are most
     commonly used by ambulatory patients.
 
          Oxygen concentrators are stationary units that provide a continuous
     flow of oxygen by filtering ordinary room air. Concentrators are most
     commonly used by patients confined to the home or with only minimal
     mobility.
 
     OTHER RESPIRATORY THERAPY SERVICES.  The other respiratory therapy services
of the Company consist primarily of:
 
          Nebulizers and associated respiratory medications therapy provide
     aerosol therapy;
 
          Non-invasive ventilation provides nocturnal ventilatory support for
     neuromuscular and chronic obstructive pulmonary disease patients. This
     therapy improves daytime function and decreases incidents of acute illness;
     and
 
          Apnea monitors provide respiratory alarm systems for infants at risk
     for sudden infant death syndrome;
 
          Ventilators support respiratory function in severe cases of
     respiratory failure where the patient can no longer sustain the mechanics
     of breathing without the assistance of a machine.
 
          Continuous positive airway pressure devices maintain open airways in
     patients suffering from obstructive sleep apnea by providing airflow at
     prescribed pressures during sleep;
 
          Oximeters determine oxygen desaturation during exercise and sleep and
     assess the effectiveness of oxygen and home respiratory modalities.
 
     INFUSION THERAPY.  Lincare provides a variety of infusion therapies
consisting primarily of:
 
          Parenteral nutrition involves the intravenous feeding of
     life-sustaining nutrients to patients with impaired or altered digestive
     tracts or conditions that prohibit adequate oral nutritional support.
 
          Intravenous antibiotic therapy is the infusion of anti-infective
     medications into the patient's bloodstream for the treatment of a variety
     of infectious diseases.
 
          Enteral nutrition is administered to patients who cannot eat as a
     result of an obstruction to the upper gastrointestinal tract or other
     medical condition.
 
          Chemotherapy is the administration of cytotoxic drugs to patients
     suffering from various types of cancer.
 
          Dobutamine infusions are provided to patients with chronic end stage
     congestive heart failure that has not responded to standard drug therapy.
     These patients require a long-term venous access device and frequent blood
     chemistry monitoring.
 
          Immune globulin (IVIG) therapy is utilized for a variety of immune
     disorders such as B-cell and T-cell immune deficiency, acute infections,
     post transplant immunodeficiency and burns.
 
          Continuous pain management is the administration of analgesic drugs to
     patients suffering from acute or chronic pain.
 
                                        2
<PAGE>   4
 
          Central catheter management provides monitoring and supplies to
     patients requiring access via a peripherally inserted line into the
     superior vena cava.
 
     Through a limited number of operating centers, the Company provides home
sleep studies, prenatal care, and prosthetic care.
 
     Lincare also supplies home medical equipment, such as hospital beds,
wheelchairs and other supplies that may be required by patients.
 
COMPANY OPERATIONS
 
     Management.  The Company is managed at the executive level as a portfolio
of local businesses. Decentralization of managerial decision-making enables the
Company's operating centers to respond promptly and effectively to local market
demands and opportunities. The Company believes that the personalized nature of
customer requirements and referral relationships characteristic of the home
health care business mandates the Company's localized operating structure.
 
     Each of the Company's 261 operating centers is managed by a center manager
who has responsibility and accountability for the operating and financial
performance of the center. Service and marketing functions are performed at the
local operating level, while strategic development, financial control and
operating policies are administered at the executive level. Reporting mechanisms
are in place at the operating center level to monitor performance and ensure
field accountability.
 
     A regional management layer consisting of 31 area managers directly
supervises individual operating center managers, serving as an additional
mechanism for assessing and improving performance of the Company's operations.
The Company's operating centers are served by twelve billing centers which
control all the Company's billing and reimbursement functions.
 
     MIS Systems.  The Company believes that the proprietary management
information systems developed by the Company are one of its key competitive
advantages and provide management with a critical asset in measuring and
evaluating performance levels throughout the Company. Management reviews monthly
reports containing information critical to the evaluation process, including
revenues and profitability by individual center, accounts receivable and cash
collection management, equipment controls and utilization, customer activity,
and manpower trends. The Company has a staff of eleven full-time computer
programmers which permits the Company to continually enhance its computer
systems in order to provide timely financial and operational information and to
respond promptly to changes in reimbursement regulations and policies.
 
     Accounts Receivable Management.  The Company derives a majority of its
revenues from reimbursement by third party payors. The Company accepts
assignment of insurance benefits from customers and in most instances invoices
and collects payments directly from Medicare, Medicaid and private insurance
carriers, as well as directly from customers under co-insurance provisions. The
following table sets forth, for the period indicated, the Company's payor mix.
 
<TABLE>
<CAPTION>
                                                               YEAR ENDED
                                                              DECEMBER 31,
                           PAYORS                                 1996
                           ------                             ------------
<S>                                                           <C>
Medicare and Medicaid programs..............................       61%
Private insurance...........................................       27
Direct payment..............................................       12
                                                                  ---
                                                                  100%
                                                                  ===
</TABLE>
 
     Reimbursement is a complicated process which involves submission of claims
to multiple payors, each having its own claims requirements. To operate
effectively in this environment, the Company has designed and implemented
proprietary computer systems to decrease the time required for the submission
and processing of third party payor claims. The Company's systems are capable of
tailoring the submission of claims to the specifications of the individual
payors. The Company's in-house MIS capability also enables it to adjust quickly
to any regulatory or reimbursement changes. These features serve to decrease the
processing time of
 
                                        3
<PAGE>   5
 
claims by payors, resulting in a more rapid turnover of accounts receivable. In
addition, the Company is capable of submitting claims electronically to any
Medicare carrier or other third party payor that can receive electronic claims
submissions.
 
     The Company's net accounts receivable in terms of days sales outstanding
was 48 days as of December 31, 1996 and 44 days as of December 31, 1995.
 
SALES AND MARKETING
 
     Favorable trends affecting the U.S. population and home health care have
created an environment which should produce increasing demand for the services
provided by Lincare. The average age of Americans is increasing, and as a person
ages more health care services are required. The well-documented major
structural changes going on in health care are moving more services into the
home and out of institutions.
 
     Sales activities are generally carried out by the Company's full-time sales
representatives located at the Company's operating centers with assistance from
the center managers. In addition to promoting the high quality of the Company's
services, the sales representatives are trained to provide information
concerning the advantages of home respiratory care. Sales representatives are
often licensed respiratory therapists who are highly knowledgeable in the
provision of supplemental oxygen.
 
     The Company primarily acquires new customers through referrals. The
Company's principal sources of referrals are physicians, hospital discharge
planners, prepaid health plans, clinical case managers and nursing agencies. The
Company's sales representatives maintain continual contact with these medical
professionals in order to strengthen these relationships.
 
     The Company's current base of referral sources provides a steady flow of
customers in recognition of the Company's reputation for providing high-quality
service to patients. While the Company views its referral sources as fundamental
to its business, no single referral source accounts for more than 1.0% of the
Company's revenues. The Company has more than 110,000 active customers, and the
loss of any single customer or group of customers would not materially impact
the Company's business.
 
     Joint Commission on Accreditation of Healthcare Organizations,
("JCAHO").  The Company has received accreditation from the JCAHO, a private
not-for-profit organization that has established voluntary standards for the
provision of home health care services, for all its operating centers.
 
     Accreditation by the JCAHO represents a marketing benefit to the Company's
operating centers and provides for a recognized quality assurance program
throughout the Company. The Company anticipates that referral sources may in the
future require accreditation as a prerequisite to referring patients to
individual home health care companies. Several proposals have been made to
require health care providers to be accredited or licensed by independent
agencies in order to participate in government reimbursement programs, and such
a requirement has been adopted by certain private payors.
 
RECENT ACQUISITIONS
 
     In 1996, the Company acquired, in unrelated acquisitions, certain operating
assets of 8 local and regional competitors, the common stock of 7 companies and,
in two separate transactions, the common stock and certain assets of two related
companies and the common stock and certain assets of three related companies.
The operations acquired in 1996 had aggregate annualized revenues of
approximately $44.0 million at the time of acquisition. These acquisitions
resulted in the addition of 30 new operating centers.
 
     In 1995, the Company acquired, in unrelated acquisitions, certain operating
assets of 10 local and regional competitors, the common stock of 10 companies
and, in two separate transactions, certain assets of two related companies and
substantially all of the assets of a single company and eight of its
wholly-owned subsidiaries. The operations acquired in 1995 had aggregate
annualized revenues of approximately $45.0 million at the time of acquisition.
These acquisitions resulted in the addition of 27 new operating centers.
 
                                        4
<PAGE>   6
 
QUALITY CONTROL
 
     The Company is committed to providing consistently high quality products
and services. The Company's quality control procedures are designed to promote
greater responsiveness and sensitivity in dealing with individual customer needs
and to provide the highest level of quality assurance and convenience to the
referring physician. Licensed respiratory therapists and registered nurses
provide professional health care support and assist in the Company's sales and
marketing efforts.
 
SUPPLIERS
 
     The Company purchases its oxygen and equipment needs from a variety of
suppliers. The Company is not dependent upon any single supplier and believes
that its oxygen and equipment needs can be provided by several manufacturers.
 
COMPETITION
 
     The home respiratory care market is a fragmented and highly competitive
market that is served by the Company and other national providers and, the
Company estimates, by over 2,000 regional and local companies.
 
     The quality of service is the single most important competitive factor
within the home respiratory care market. The relationships between a home
respiratory care company and its customers and referral sources are highly
personal. There is no incentive for either the physician or the patient to alter
this relationship so long as the home respiratory care company is providing
responsive, professional and high-quality service. Other key competitive factors
are strength of local ties to the referral community and efficiency of
reimbursement and accounts receivable management systems.
 
     Home respiratory care companies normally compete based on service.
Reimbursement levels are established by the fee schedules promulgated by
Medicare, Medicaid or by the individual determinations of private insurance
companies. Furthermore, marketing efforts by home respiratory care companies are
directed toward referral sources which do not share financial responsibility for
the payment of services provided to customers.
 
MEDICARE REIMBURSEMENT
 
     As a supplier of home oxygen and other respiratory therapy services for the
home health care market, the Company participates in Medicare Part B, the
Supplementary Medical Insurance Program, which was established by the Social
Security Act of 1965. Suppliers of home oxygen and other respiratory therapy
services have historically been heavily dependent on Medicare reimbursement due
to the high proportion of elderly suffering from respiratory disease.
 
     Congress enacted legislation passed as part of the 1987 Omnibus Budget
Reconciliation Act ("OBRA 1987") that significantly changed reimbursement for
home oxygen, respiratory therapy services and home medical equipment. This
legislation changed reimbursement from charge-based pricing by individual
suppliers to a single price for each item paid to all suppliers within each
Medicare carrier's jurisdiction. Under the provisions of OBRA 1987, home oxygen
equipment is generally reimbursed at a set single monthly payment amount,
regardless of the type of oxygen equipment provided. OBRA 1987 also defined
whether certain home medical equipment would be paid for on a rental or sale
basis and established a 15 month rental payment ceiling on certain home medical
equipment.
 
     The 1990 Omnibus Budget Reconciliation Act ("OBRA 1990") provided that the
fee schedules established under OBRA 1987 were to be adjusted annually at a rate
equal to the change in the Consumer Price Index less 1 percent through December
31, 1992, and increased by the Consumer Price Index in 1993. OBRA 1990 also made
new changes to Medicare Part B reimbursement which were implemented in 1991.
These changes included a national standardization of Medicare rates for certain
equipment categories, as well as reductions in amounts paid for home medical
equipment rentals.
 
                                        5
<PAGE>   7
 
     On August 10, 1993, Congress passed the Omnibus Reconciliation Act of 1993
("OBRA 93") which required changes to be made effective January 1, 1994, in the
Medicare reimbursement of certain items of home medical equipment. The Company
estimates that these Medicare price changes resulted in a revenue reduction of
approximately $4,100,000 for the year ended December 31, 1994. The OBRA 93
legislation provided for a consumer price index update, effective January 1,
1996 and 1995, which the company estimates increased revenue by $4,900,000 and
$3,100,000 respectively. A Medicare fee schedule update of 2.8% has been
established effective January 1, 1997.
 
     In December 1995, President Clinton vetoed the Balanced Budget Act of 1995
(H.R. 2491), which had been passed by Congress on November 30, 1995. The bill
included reductions in the rate of growth of Medicare and Medicaid spending,
along with significant tax reductions. The proposal included a $2.5 billion
reduction to the home oxygen benefit out of a total seven-year program budget of
$10.2 billion. President Clinton subsequently offered an alternative seven-year
balanced budget proposal which included home oxygen program reductions of $1.4
billion over the seven year period. Ultimately no agreement was reached
regarding Medicare oxygen payment reductions for fiscal years 1996 and 1997.
 
     Continuing efforts between Congress and the Administration to reach
agreement on a budget have produced lower proposed reductions in Medicare and
Medicaid spending. At this time, it is uncertain whether any budget agreement
will be reached in 1997 for fiscal year 1998.
 
     Federal and state budgetary and other cost-containment pressures will
continue to impact the home respiratory care industry. The Company cannot
predict what new federal and state budgetary proposals will be adopted and, if
adopted, what effect, if any, such proposals would have on the Company's
business.
 
GOVERNMENT REGULATION
 
     The federal government and all states in which the Company currently
operates regulate various aspects of its business. In particular, the Company's
operating centers are subject to federal laws covering the repackaging and
dispensing of drugs (including oxygen) and regulating interstate motor-carrier
transportation. The Company's locations also are subject to state laws
governing, among other things, pharmacies, nursing services and certain types of
home health agency activities. Certain of the Company's employees are subject to
state laws and regulations governing the ethics and professional practice of
respiratory therapy, pharmacy and nursing.
 
     As a supplier of services under the Medicare and Medicaid programs, the
Company is subject to the Medicare and Medicaid fraud and abuse laws. These
laws, among other things, prohibit any payment, kickback or rebate in return for
the referral of Medicare or Medicaid patients. Violations of these provisions
may result in civil and criminal penalties and exclusion from participation in
the Medicare and Medicaid programs.
 
     Health care is an area of rapid regulatory change. Changes in the law or
new interpretations of existing laws can have an effect on permissible
activities, the relative costs associated with doing business, and the amount of
reimbursement by government and third party payors. The Company cannot predict
the future course of federal, state and local regulation or legislation,
including Medicare and Medicaid statutes and regulations, and of possible
changes in national health care policies, including those pertaining to managed
care organization, which are currently the focus of national political
discussion. Future legislative and regulatory changes could have an adverse
impact on the Company.
 
INSURANCE
 
     The Company currently has in force general liability and product liability
insurance, each with a coverage limit of $10.0 million. In addition, the Company
has professional liability insurance with a coverage limit of $1.0 million per
occurrence and $3.0 million in the aggregate. The Company's product liability
insurance provides coverage on a claims-made basis, while its general and
professional liability insurance are on an occurrence basis. All policies are
subject to annual renewal and the Company anticipates adequate amounts of
insurance coverage to be available at such renewal dates.
 
                                        6
<PAGE>   8
 
EMPLOYEES
 
     As of February 28, 1997, the Company had approximately 2,800 employees.
None of the Company's employees are currently covered by collective bargaining
agreements. The Company believes that the relations between the Company's
management and its employees are good.
 
ENVIRONMENTAL MATTERS
 
     Management believes that the Company is currently in compliance in all
material aspects with applicable federal, state and local statutes and
ordinances regulating the discharge of materials into the environment.
Management does not believe it will be required to expend any material amounts
in order to remain in compliance with these laws and regulations or that
compliance will materially affect its capital expenditures, earnings or
competitive position.
 
ITEM 2.  PROPERTIES
 
     All but one of the Company's 261 operating center locations are under third
party lease arrangements. Each operating center is a combination warehouse and
office, with warehouse space generally comprising approximately 50% of the
facility. Warehouse space is used for storage of adequate supplies of equipment
necessary to conduct the Company's business. The Company also leases a
headquarters facility and 11 of its 12 separate billing centers.
 
ITEM 3.  LEGAL PROCEEDINGS
 
     In October 1996, the Company resolved with the United States Attorney for,
the Middle District of Florida an investigation that had been pending since
1991. The United States Attorney had been investigating certain services
provided by the Company to a pharmacy that supplied medications to home
respiratory patients. Under its contracts with the pharmacy, the Company was
responsible for providing various marketing, field administration and patient
services to the pharmacy. The contracts were in effect from February 1989 to
April 1992, and accounted for less than one percent of the Company's revenues
during such period. As part of its settlement with the United States Attorney,
the Company, without admitting any wrongdoing or liability, has agreed to pay $1
million to the United States Government.
 
     The Company is also involved in certain other claims and legal actions
arising in the ordinary course of business. In the opinion of the Company, the
ultimate disposition of all matters will not have a material adverse impact on
the Company's financial position, results of operations or liquidity.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     No matters were submitted to a vote of the Company's stockholders during
the fourth quarter of 1996.
 
                                        7
<PAGE>   9
 
                                    PART II
 
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
     The Company's Common Stock is traded on the NASDAQ National Market System
under the symbol LNCR. The following table sets forth the high and low closing
sale prices as reported by NASDAQ for the periods indicated.
 
<TABLE>
<CAPTION>
                                                               HIGH      LOW
                                                              ------    ------
<S>                                                           <C>       <C>
1996
First quarter...............................................  $34.00    $24.75
Second quarter..............................................   43.50     32.75
Third quarter...............................................   42.25     36.00
Fourth quarter..............................................   42.88     35.25
1995
First quarter...............................................  $31.25    $24.25
Second quarter..............................................   35.25     25.25
Third quarter...............................................   35.25     23.25
Fourth quarter..............................................   28.50     21.00
</TABLE>
 
     There were approximately 254 holders of record of the common stock as of
February 28, 1997.
 
     The Company has not paid any cash dividends on its capital stock and does
not anticipate paying cash dividends in the foreseeable future. It is the
present intention of the Company's Board of Directors to retain all earnings in
the Company in order to support the future growth of the Company's business.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
     The selected consolidated financial data presented below under the caption
"Statements of Operations Data" for the years ended December 31, 1996, 1995,
1994, 1993, and 1992 are derived from the consolidated financial statements of
the Company, which consolidated financial statements have been audited by KPMG
Peat Marwick LLP, independent certified public accountants.
 
                                        8
<PAGE>   10
 
     The data set forth below are qualified by reference to, and should be read
in conjunction with, the consolidated financial statements and related notes
thereto and Management's Discussion and Analysis of Financial Condition and
Results of Operations included in this report.
 
<TABLE>
<CAPTION>
                                                   YEAR ENDED DECEMBER 31,
                                     ----------------------------------------------------
                                       1996       1995       1994       1993       1992
                                     --------   --------   --------   --------   --------
                                            (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                  <C>        <C>        <C>        <C>        <C>        
STATEMENTS OF OPERATIONS DATA:
Net revenues.......................  $348,870   $274,800   $201,142   $154,506   $117,403
Cost of goods and services.........    53,711     41,329     29,058     21,115     16,215
Operating expenses.................    75,158     60,272     44,347     34,388     28,475
Selling, general and administrative
  expenses.........................    71,259     57,275     43,249     34,623     28,354
Bad debt expense...................     3,472      2,190      1,546      1,832      1,591
Depreciation expense...............    20,790     16,511     13,403     11,764     10,143
Amortization expense...............    13,128     11,099      7,281      4,695      5,125
Non-recurring expense(1)...........     3,932      1,921         --         --         --
                                     --------   --------   --------   --------   --------
Operating income...................   107,420     84,203     62,258     46,089     27,500
Interest income....................       153        294        434        611        465
Interest expense...................       497        892        473        387      1,242
Gain (loss) on disposal of property
  and equipment....................       (80)        68        101        233         16
                                     --------   --------   --------   --------   --------
Income before income taxes and
  extraordinary loss...............   106,996     83,673     62,320     46,546     26,739
Income tax expense.................    40,422     32,634     24,367     18,294     10,600
                                     --------   --------   --------   --------   --------
Income before extraordinary loss...  $ 66,574     51,039     37,953     28,252     16,139
Extraordinary loss, net of
  taxes(2).........................        --         --         --         --     (1,000)
                                     --------   --------   --------   --------   --------
Net income available for common....  $ 66,574   $ 51,039   $ 37,953   $ 28,252   $ 15,139
                                     ========   ========   ========   ========   ========
Income per common share:
  Income before extraordinary
     loss..........................  $   2.31   $   1.79   $   1.34   $   1.01   $    .64
                                     ========   ========   ========   ========   ========
  Net income.......................  $   2.31   $   1.79   $   1.34   $   1.01   $    .60
                                     ========   ========   ========   ========   ========
Weighted average common and common
  equivalent shares outstanding....    28,876     28,576     28,307     27,911     25,334
                                     ========   ========   ========   ========   ========
</TABLE>
 
---------------
 
(1) In 1996 the Company recorded a non-recurring expense of $3,932,000 of which
     $2,682,000 is related to the restructuring of certain senior management
     employment agreements and $1,250,000 is related to the resolution of an
     investigation. In 1995 the Company recorded a non-recurring expense of
     $1,921,000 related to the abandoned merger between the Company and Coram
     Healthcare Corporation. Such non-recurring expense is comprised of (a)
     $1,448,000 of professional fees, (b) $199,000 of printing and mailing
     expenses, (c) $153,000 filing fees, and (d) $121,000 of other direct costs.
(2) Upon the prepayment of the Company's senior and subordinated debt with the
     proceeds of the Company's March 1992 initial public offering, the Company
     recorded an extraordinary loss, net of taxes, of $1,000,000, attributable
     to (i) a prepayment premium ($300,000), (ii) unamortized loan origination
     fees related to the senior debt ($990,000) and (iii) unamortized discount
     on the subordinated debt ($357,000).
 
                                        9
<PAGE>   11
 
<TABLE>
<CAPTION>
                                                                AT DECEMBER 31,
                                              ----------------------------------------------------
                                                1996       1995       1994       1993       1992
                                              --------   --------   --------   --------   --------
                                                                 (IN THOUSANDS)
<S>                                           <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA:
Working capital.............................  $ 23,633   $ 16,510   $ 18,517   $ 35,642   $ 26,134
Total assets................................   347,408    260,206    195,778    147,084    108,024
Long-term obligations and revolving credit
  loan, excluding current installments......     8,234      7,383      6,717      7,512      6,233
Stockholders' equity........................   299,248    221,383    162,088    117,058     82,435
</TABLE>
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
GENERAL
 
     The Company continues to pursue its strategy of focusing on increasing
market share within its existing geographical markets, through internal growth
and through selective acquisitions of regional or local competitors. In
addition, the Company will continue to expand into new geographical markets on a
selective basis, either through acquisitions or by opening new operating
centers, when the Company believes it will enhance its business.
 
     The Company's focus remains primarily on oxygen and other respiratory
therapy services, and it intends to expand its home infusion therapy services in
1997.
 
NET REVENUES
 
     The following table sets forth for the periods indicated a summary of the
Company's net revenues by source:
 
<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                                         ------------------------------
                                                           1996       1995       1994
                                                         --------   --------   --------
                                                                 (IN THOUSANDS)
<S>                                                      <C>        <C>        <C>
Oxygen and other respiratory therapy...................  $316,816   $250,287   $184,927
Home medical equipment and other.......................    32,054     24,513     16,215
                                                         --------   --------   --------
          Total........................................  $348,870   $274,800   $201,142
                                                         ========   ========   ========
</TABLE>
 
     Net revenues for the year ended December 31, 1996 increased by $74,070,000
(or 27.0%) over 1995. Net revenues for the year ended December 31, 1995
increased by $73,658,000 (or 36.6%) over 1994. The increases are attributable to
the Company's sales and marketing efforts that emphasize quality and customer
service, and the effect of the acquisitions completed by the Company. The
Company estimates that approximately $37,905,000 of the increase in revenues for
year ended December 31, 1996, and $40,627,000 of the increase in revenues for
the year ended December 31, 1995, were attributable to the acquired businesses.
Approximately $31,265,000 of the net revenue increase for the year ended
December 31, 1996 and $29,931,000 for the year ended December 31, 1995, was
attributable to volume growth in the Company's business.
 
     On August 10, 1993, Congress passed the Omnibus Reconciliation Act of 1993
("OBRA 93") which required changes to be made effective January 1, 1994, in the
Medicare reimbursement of certain items of home medical equipment. The Company
estimates that these Medicare price changes resulted in a revenue reduction of
approximately $4,100,000 for the year ended December 31, 1994. The OBRA 93
legislation provided for a consumer price index update, effective January 1,
1996 and 1995, which the company estimates increased revenue by $4,900,000 and
$3,100,000, respectively. A Medicare fee schedule update of 2.8% has been
established effective January 1, 1997.
 
     In December 1995, President Clinton vetoed the Balanced Budget Act of 1995
(H.R. 2491), which had been passed by Congress on November 30, 1995. The bill
included reductions in the rate of growth of Medicare and Medicaid spending,
along with significant tax reductions. The proposal included a $2.5 billion
reduction to the home oxygen benefit out of a total seven-year program budget of
$10.2 billion. President
 
                                       10
<PAGE>   12
 
Clinton subsequently offered an alternative seven-year balanced budget proposal,
which included home oxygen program reductions of $1.4 billion over the seven
year period. Ultimately no agreement was reached regarding Medicare oxygen
payment reductions for fiscal years 1996 and 1997.
 
     Continuing efforts between Congress and the Administration to reach
agreement on a budget have produced lower proposed reductions in Medicare and
Medicaid spending. At this time, it is uncertain whether any budget agreement
will be reached in 1997 for fiscal year 1998.
 
COST OF GOODS AND SERVICES
 
     Cost of goods and services as a percentage of net revenues was 15.4% for
the year ended December 31, 1996 and was 15.0% and 14.4% for the years ended
December 31, 1995 and 1994, respectively. The increase in 1996 and 1995 is
attributable to a change in the product mix related to acquisitions having
higher levels of home medical equipment and certain respiratory therapy
products.
 
OPERATING AND OTHER EXPENSES
 
     Operating expenses for the year ended December 31, 1996 decreased to 21.5%
of net revenues, compared to 21.9% and 22.0% for the years ended December 31,
1995 and 1994, respectively.
 
     Selling, general and administrative expenses expressed as a percentage of
net revenues decreased to 20.4% for the year ended December 31, 1996 compared
with 20.8% and 21.5% for the years ended December 31, 1995 and 1994,
respectively. This improvement is primarily due to the Company's ability to
maintain a cost structure that, with increases in net revenues, has permitted
the Company to spread its overhead over a larger base of revenues, resulting in
improvement in operating income.
 
     Bad debt expense as a percentage of net revenues was 1.0% for the year
ended December 31, 1996 and 0.8% for the years ended December 31, 1995 and 1994.
 
     The Company's increased depreciation expense reflects increased capital
expenditures primarily for additional oxygen equipment to service the Company's
growing customer base. Depreciation expense as a percentage of net revenues
decreased to 6.0% for the years ended December 31, 1996 and 1995 compared with
6.7% for the year ended December 31, 1994.
 
AMORTIZATION EXPENSE
 
     The Company's net intangible assets were $198,162,000 as of December 31,
1996. Of this total, $8,867,000 (consisting of the value assigned to customer
lists) is being amortized over a period of 36 months, $4,478,000 (consisting of
various covenants not to compete) over a period of three to five years, and
$184,817,000 (consisting of goodwill) over a period of 40 years.
 
     During 1996, the Company amortized $13,128,000 of its intangible assets
compared to $11,099,000 in 1995 and $7,281,000 in 1994.
 
OPERATING INCOME
 
     As shown in the table below, operating income before non-recurring expense
for the year ended December 31, 1996 increased by $25,228,000 over 1995. The
Company recorded a non-recurring expense of $3,932,000 relating to the
restructuring of certain senior management employment agreements and the
resolution of an investigation. Operating income before non-recurring expense
for the year ended December 31, 1995 increased by $23,866,000 over 1994. The
Company recognized a non-recurring charge of $1,921,000 related to the Company's
abandoned merger with Coram Healthcare Corporation. The percentage
 
                                       11
<PAGE>   13
 
increases in operating income are attributable to the Company's continued
revenue growth, while maintaining effective cost controls over expenses.
 
<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1996       1995       1994
                                                              --------    -------    -------
                                                                      (IN THOUSANDS)
<S>                                                           <C>         <C>        <C>
Operating income before non-recurring expense...............  $111,352    $86,124    $62,258
Percentage of net revenues..................................      31.9%      31.3%      31.0%
</TABLE>
 
INTEREST EXPENSE
 
     Interest expense for the year ended December 31, 1996 was $497,000,
compared to $892,000 and $473,000 for the years ended December 31, 1995 and
1994, respectively. The decrease in expense is attributed to a lower revolving
credit loan balance throughout 1996 as compared to 1995.
 
INCOME TAXES
 
     The Company's effective income tax rate was 37.8% for the year ended
December 31, 1996, 39.0% for 1995 and 39.1% for 1994. The Company expects the
effective tax rate for 1997 to be 38.5%.
 
ACQUISITIONS
 
     For a description of business combinations entered into by the Company
during 1996 and 1995, see "Business -- Recent Acquisitions" and Note 13 to the
Consolidated Financial Statements.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     At December 31, 1996, the Company's working capital was $23,633,000, as
compared to $16,510,000 at December 31, 1995, and $18,517,000 at December 31,
1994.
 
     Net cash provided by operating activities was $106,883,000 for the year
ended December 31, 1996, compared with $79,523,000 for the year ended December
31, 1995, and $66,018,000 for the year ended December 31, 1994. A significant
portion of the Company's assets consists of accounts receivables from third
party payors that provide reimbursement for the services provided by the
Company. Because of the Company's ability to collect its accounts receivable on
a timely basis, the Company has not been required to obtain interim financing of
its accounts receivable to satisfy operating needs.
 
     Net cash used in investing and financing activities amounted to
$106,351,000, $94,537,000 and $79,733,000 for the years ended December 31, 1996,
1995 and 1994, respectively. Activity in the year ended December 31, 1996
included the Company's investment of $64,764,000 in business acquisitions,
investment in capital equipment of $38,241,000, the borrowing of $58,000,000
from its revolving line of credit, payments of $54,000,000 on the revolving line
of credit and payments of $11,772,000 related to long-term obligations.
 
     As of December 31, 1996, the Company's principal sources of liquidity
consisted of $23,633,000 of working capital and $41,000,000 available under its
revolving line of credit. On February 10, 1995, the Company increased the amount
it may borrow under the revolving line of credit from $25,000,000 to
$50,000,000. The Company believes that internally generated funds, together with
funds that may be borrowed under such credit facility, will be sufficient to
meet the Company's anticipated capital requirements over the foreseeable future.
 
     The Company anticipates that capital expenditures for 1997 will be
approximately $45,000,000 and that over the next several years its capital
expenditure requirements will grow no faster than the growth in the Company's
revenue. The Company believes that it will be able to generate sufficient funds
internally to meet its short-term and long-term capital expenditure
requirements.
 
     The Company's future liquidity will continue to be dependent upon its
operating cash flow and management of accounts receivable. Additionally, the
Company is not aware of any impact on liquidity due to pending litigation
arising in the ordinary course of business.
 
                                       12
<PAGE>   14
 
INFLATION
 
     The Company has not experienced large increases in either the cost of
supplies or operating expenses due to inflation. Because of restrictions on
reimbursement by government and private medical insurance programs and the
pressures to contain the growth in the costs of such programs, the Company bears
the risk that reimbursement rates set by such programs will not keep pace with
inflation.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The financial statements required by this item are listed in Item 14(1)(a)
and are submitted at the end of this Annual Report on Form 10-K. The
supplementary data required by this Item is included on page S-1. The financial
statements and supplementary data are herein incorporated by reference.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
     None.
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     The response to this item is included in the definitive proxy statement,
under "Information Regarding the Board of Directors" for the Annual Meeting of
Stockholders to be held May 12, 1997, and is herein incorporated by reference.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     The response to this item is included in the definitive proxy statement,
under "Executive Compensation" for the Annual Meeting of Stockholders to be held
May 12, 1997, and is herein incorporated by reference.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The response to this item is included in the definitive proxy statement
under "Security Ownership of Principal Stockholders and Management" for the
Annual Meeting of Stockholders to be held May 12, 1997, and is herein
incorporated by reference.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     None.
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     (a) (1) The following consolidated financial statements of Lincare Holdings
Inc. and subsidiaries are filed as part of this Form 10-K starting at page F-1:
 
          Independent Auditors' Report
 
          Consolidated Balance Sheets -- December 31, 1996 and 1995
 
          Consolidated Statements of Operations -- Years ended December 31,
     1996, 1995 and 1994.
 
          Consolidated Statements of Stockholders' Equity -- Years ended
     December 31, 1996, 1995 and 1994
 
          Consolidated Statements of Cash Flows -- Years ended December 31,
     1996, 1995 and 1994
 
                                       13
<PAGE>   15
 
          Notes to Consolidated Financial Statements
 
     (2) The following consolidated financial statement schedule of Lincare
Holdings Inc. and subsidiaries is included in this Form 10-K at page S-1:
 
          Schedule VIII -- Valuation and Qualifying Accounts
 
          All other schedules for which provision is made in the applicable
     accounting regulation of the Securities and Exchange Commission are not
     required under the related instructions or are inapplicable, and therefore
     have been omitted.
 
     (3) Exhibits included or incorporated herein:
 
          See Exhibit Index.
 
     (b) The Company did not file a Current Report on Form 8-K during the three
months ended December 31, 1996.
 
                                       14
<PAGE>   16
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) 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.
 
                                                /s/  JAMES M. EMANUEL
                                          --------------------------------------
                                                     James M. Emanuel
                                              Secretary, Chief Financial and
                                               Principal Accounting Officer
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                   SIGNATURE                                   POSITION                     DATE
                   ---------                                   --------                     ----
<C>                                               <S>                                  <C>
 
               /s/ JAMES T. KELLY                 Chairman of the Board                 March 25, 1997
------------------------------------------------
                 James T. Kelly
 
              /s/ JAMES M. EMANUEL                Director, Chief Financial and         March 25, 1997
------------------------------------------------    Principal Accounting Officer
                James M. Emanuel
 
              /s/ CHESTER B. BLACK                Director                              March 25, 1997
------------------------------------------------
                Chester B. Black
 
               /s/ FRANK T. CARY                  Director                              March 25, 1997
------------------------------------------------
                 Frank T. Cary
 
             /s/ HOWARD R. DEUTSCH                Director                              March 25, 1997
------------------------------------------------
               Howard R. Deutsch
 
               /s/ ANDREW M. PAUL                 Director                              March 25, 1997
------------------------------------------------
                 Andrew M. Paul
 
               /s/ THOMAS O. PYLE                 Director                              March 25, 1997
------------------------------------------------
                 Thomas O. Pyle
</TABLE>
 
                                       15
<PAGE>   17
 
                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Stockholders
Lincare Holdings Inc.:
 
     We have audited the consolidated financial statements of Lincare Holdings
Inc. and subsidiaries as listed in the index on page 13. In connection with our
audits of the consolidated financial statements, we also have audited the
financial statement schedule listed in the index on page 13. These consolidated
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lincare
Holdings Inc. and subsidiaries as of December 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.
 
                                          KPMG PEAT MARWICK LLP
 
St. Petersburg, Florida
January 21, 1997
 
                                       F-1
<PAGE>   18
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1996 AND 1995
 
<TABLE>
<CAPTION>
                                                                 1996         1995
                                                              ----------   ----------
                                                              (DOLLARS IN THOUSANDS)
<S>                                                           <C>          <C>
                                       ASSETS
Current assets:
  Cash and cash equivalents.................................    $  1,541     $  1,009
  Accounts and notes receivable (note 2)....................      51,090       36,610
  Income taxes receivable...................................         187          772
  Inventories...............................................       1,689        1,299
  Prepaid expenses..........................................         466          674
                                                                --------     --------
          Total current assets..............................      54,973       40,364
                                                                --------     --------
Property and equipment (notes 3 and 4)......................     150,598      121,786
Less accumulated depreciation...............................      57,068       48,534
                                                                --------     --------
          Net property and equipment........................      93,530       73,252
                                                                --------     --------
Other assets:
  Goodwill, less accumulated amortization of $11,135 in 1996
     and $6,920 in 1995.....................................     184,817      130,491
  Intangible assets, less accumulated amortization of
     $30,036 in 1996 and $27,229 in 1995....................       8,867        9,510
  Covenants not to compete, less accumulated amortization of
     $7,543 in 1996 and $5,315 in 1995......................       4,478        6,370
  Other.....................................................         743          219
                                                                --------     --------
          Total other assets................................     198,905      146,590
                                                                --------     --------
                                                                $347,408     $260,206
                                                                ========     ========
                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current installments of long-term obligations (note 6)....    $  5,783     $  4,992
  Accounts payable..........................................      16,958       10,214
  Accrued expenses:
     Compensation and benefits..............................       6,895        7,028
     Other..................................................       1,704        1,620
                                                                --------     --------
          Total current liabilities.........................      31,340       23,854
                                                                --------     --------
Revolving credit loan (note 5)..............................       7,500        5,000
Long-term obligations, excluding current installments (note
  6)........................................................         734        2,383
Deferred income taxes (note 7)..............................       7,681        6,707
Minority interest...........................................         905          879
Stockholders' equity (notes 7, 8 and 9):
  Common stock, $.01 par value. Authorized 50,000,000
     shares; issued and outstanding 28,254,996 in 1996 and
     27,686,834 shares in 1995..............................         282          277
  Additional paid-in capital................................      97,335       86,049
  Retained earnings.........................................     201,631      135,057
                                                                --------     --------
          Total stockholders' equity........................     299,248      221,383
Commitments and contingencies (notes 4 and 14)..............
                                                                --------     --------
                                                                $347,408     $260,206
                                                                ========     ========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       F-2
<PAGE>   19
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
 
<TABLE>
<CAPTION>
                                                            1996             1995             1994
                                                         -----------      -----------      -----------
                                                         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                      <C>              <C>              <C>
Net revenues (note 10).................................     $348,870         $274,800         $201,142
                                                            --------         --------         --------
Costs and expenses:
  Cost of goods and services...........................       53,711           41,329           29,058
  Operating expenses...................................       75,158           60,272           44,347
  Selling, general and administrative expenses.........       71,259           57,275           43,249
  Bad debt expense.....................................        3,472            2,190            1,546
  Depreciation expense.................................       20,790           16,511           13,403
  Amortization expense.................................       13,128           11,099            7,281
  Non-recurring expense (note 11)......................        3,932            1,921               --
                                                            --------         --------         --------
                                                             241,450          190,597          138,884
                                                            --------         --------         --------
          Operating income.............................      107,420           84,203           62,258
                                                            --------         --------         --------
Other income (expenses):
  Interest income......................................          153              294              434
  Interest expense.....................................         (497)            (892)            (473)
  Net gain (loss) on disposal of property and
     equipment.........................................          (80)              68              101
                                                            --------         --------         --------
                                                                (424)            (530)              62
                                                            --------         --------         --------
          Income before income taxes...................      106,996           83,673           62,320
Income tax expense (note 7)............................       40,422           32,634           24,367
                                                            --------         --------         --------
          Net income...................................     $ 66,574         $ 51,039         $ 37,953
                                                            ========         ========         ========
Income per common share................................     $   2.31         $   1.79         $   1.34
                                                            ========         ========         ========
Weighted average number of common shares and common
  share equivalents outstanding (in thousands).........       28,876           28,576           28,307
                                                            ========         ========         ========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       F-3
<PAGE>   20
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
 
<TABLE>
<CAPTION>
                                                                 ADDITIONAL                  TOTAL
                                                        COMMON    PAID-IN     RETAINED   STOCKHOLDERS'
                                                        STOCK     CAPITAL     EARNINGS      EQUITY
                                                        ------   ----------   --------   -------------
                                                                    (DOLLARS IN THOUSANDS)
<S>                                                     <C>      <C>          <C>        <C>
Balances at December 31, 1993.........................   $264     $70,729     $ 46,065     $117,058
Exercise of stock options (note 9)....................      7         454           --          461
Tax benefit related to exercise of employee stock
  options (notes 7 and 9).............................     --       6,616           --        6,616
Net income............................................     --          --       37,953       37,953
                                                         ----     -------     --------     --------
Balances at December 31, 1994.........................    271      77,799       84,018      162,088
Exercise of stock options (note 9)....................      6       2,800           --        2,806
Tax benefit related to exercise of employee stock
  options (notes 7 and 9).............................     --       5,450           --        5,450
Net income............................................     --          --       51,039       51,039
                                                         ----     -------     --------     --------
Balances at December 31, 1995.........................    277      86,049      135,057      221,383
Exercise of stock options (note 9)....................      5       4,895           --        4,900
Tax benefit related to exercise of employee stock
  options (notes 7 and 9).............................     --       6,391           --        6,391
Net income............................................     --          --       66,574       66,574
                                                         ----     -------     --------     --------
Balances at December 31, 1996.........................   $282     $97,335     $201,631     $299,248
                                                         ====     =======     ========     ========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       F-4
<PAGE>   21
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
 
<TABLE>
<CAPTION>
                                                                1996        1995       1994
                                                              ---------   --------   --------
                                                                  (DOLLARS IN THOUSANDS)
<S>                                                           <C>         <C>        <C>
Cash flows from operating activities:
  Net income................................................  $  66,574   $ 51,039   $ 37,953
  Adjustments to reconcile net income to net cash provided
     by operating activities:
     Increase in provision for losses on accounts and notes
       receivable...........................................     (1,433)    (1,989)      (491)
     Depreciation expense...................................     20,790     16,511     13,403
     Loss (gain) on disposal of property and equipment......         80        (68)      (101)
     Amortization expense...................................     13,128     11,099      7,281
     Amortization of imputed interest.......................         80        130        219
     Deferred income taxes..................................      1,090      2,369     (2,979)
     Minority interest in net earnings of subsidiary........        252        196        122
     Change in operating assets and liabilities:
       (Increase) decrease in accounts and notes
          receivable........................................     (6,883)    (5,524)       911
       (Increase) decrease in inventories...................       (256)       (53)       177
       Decrease (increase) in prepaid expenses..............         81         78       (301)
       Increase in accounts payable.........................      6,743        336      1,282
       (Decrease) increase in accrued expenses..............       (339)     1,927      1,154
       Decrease in income taxes.............................      6,976      3,472      7,388
                                                              ---------   --------   --------
          Net cash provided by operating activities.........    106,883     79,523     66,018
                                                              ---------   --------   --------
Cash flows from investing activities:
  Proceeds from sale of property and equipment..............        276      1,269        900
  Capital expenditures......................................    (38,241)   (30,148)   (22,614)
  Increase in other assets..................................       (524)       (13)        (7)
  Business acquisitions, net of cash acquired (note 13).....    (64,764)   (58,590)   (52,904)
                                                              ---------   --------   --------
          Net cash used by investing activities.............   (103,253)   (87,482)   (74,625)
                                                              ---------   --------   --------
Cash flows from financing activities:
  Proceeds from revolving credit loan.......................     58,000     44,000      8,000
  Payment of revolving credit loan..........................    (54,000)   (41,000)    (6,000)
  Proceeds from long-term obligations.......................         --        506         --
  Payment of long-term obligations..........................    (11,772)   (13,247)    (8,009)
  (Decrease) increase in minority interest..................       (226)      (120)       440
  Proceeds from issuance of common stock....................      4,900      2,806        461
                                                              ---------   --------   --------
          Net cash used by financing activities.............     (3,098)    (7,055)    (5,108)
                                                              ---------   --------   --------
          Net increase (decrease) in cash...................        532    (15,014)   (13,715)
Cash and cash equivalents, beginning of year................      1,009     16,023     29,738
                                                              ---------   --------   --------
Cash and cash equivalents, end of year......................  $   1,541   $  1,009   $ 16,023
                                                              =========   ========   ========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       F-5
<PAGE>   22
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 1996, 1995, AND 1994
 
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  (a) Description of Business
 
     Lincare Holdings Inc. and subsidiaries (the "Company") provides oxygen,
respiratory therapy services, and infusion therapy services to the home health
care market and also supplies home medical equipment, such as hospital beds,
wheelchairs and other medical supplies. The Company's customers are located in
38 states. The Company's supplies are readily available and the Company is not
dependent on a single supplier or even a few suppliers.
 
  (b) Use of Estimates
 
     The preparation of financial statements in conformity with generally
accepted accounting principles 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 reported
period. Significant estimates included in these financial statements are related
to the allowance for uncollectible accounts and self-insurance accruals. Actual
results could differ from those estimates.
 
  (c) Principles of Consolidation
 
     The consolidated financial statements include the accounts of Lincare
Holdings Inc. and its subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
 
  (d) Financial Instruments
 
     The Company believes the book value of its cash equivalents, accounts and
notes receivable, income taxes receivable, accounts payable and accrued expenses
approximates fair value due to their short-term nature. The book value of the
Company's revolving credit loan and long-term obligations approximates their
fair value as the current interest rates approximate rates at which similar
types of borrowing arrangements could be currently obtained by the Company.
 
  (e) Inventories
 
     Inventories, consisting of equipment, supplies and replacement parts, are
stated at the lower of cost or market. Cost is determined using the first-in,
first-out (FIFO) method.
 
  (f) Property and Equipment
 
     Property and equipment is stated at cost. Depreciation on property and
equipment is calculated on the straight-line method over the estimated useful
lives of the assets as set forth in the table below.
 
<TABLE>
<S>                                                           <C>
Land improvements...........................................  15 years
Buildings and improvements..................................  5 to 40 years
Equipment and furniture.....................................  3 to 11 years
</TABLE>
 
     Leasehold improvements are amortized on the straight-line method over the
lesser of the lease term or estimated useful life of the asset. Amortization is
included with depreciation expense.
 
                                       F-6
<PAGE>   23
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  (g) Other Assets
 
     Goodwill results from the excess of cost over net assets of acquired
businesses and is amortized on a straight-line basis over 40 years.
 
     Intangible assets (customer base) are amortized on a straight-line basis
over the estimated life of thirty-six months.
 
     Covenants not to compete are amortized on a straight-line basis over the
life of the respective covenants, three to five years.
 
     The Company annually evaluates goodwill and other intangible assets by
utilizing an operating income realization test for the applicable businesses
acquired. In addition, the Company considers the effects of external changes to
the Company's business environment, including competitive pressures, market
changes and technological and regulatory changes.
 
  (h) Income Taxes
 
     Deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to be
recovered or settled. The effect on deferred taxes of a change in tax rate is
recognized in income in the period that includes the enactment date.
 
  (i) Pension Plan
 
     The Company has a defined contribution pension plan covering substantially
all employees. The Company makes monthly contributions to the plan equal to the
amount accrued for pension expense. Employer contributions (net of applied
forfeitures) were approximately $1,362,000 in 1996, $1,271,000 in 1995, and
$1,015,000 in 1994.
 
  (j) Statement of Cash Flows
 
     For purposes of the statements of cash flows, the Company considers all
short-term investments with a purchased maturity of three months or less to be
cash equivalents.
 
  (k) Stock Options
 
     Prior to January 1, 1996, the Company accounted for its stock option plan
in accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees, and related interpretations.
As such, compensation expense would be recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise price. On
January 1, 1996, the Company adopted SFAS No. 123, Accounting for Stock-Based
Compensation, which permits entities to recognize as expense over the vesting
period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to apply the
provisions of APB Opinion No. 25, and provide pro forma net income and pro forma
earnings per share disclosures for employee stock option grants made in 1995 and
future years as if the fair-value-based method defined in SFAS No. 123 had been
applied. The Company has elected to continue to apply the provisions of APB
Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123.
 
                                       F-7
<PAGE>   24
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(2) ACCOUNTS AND NOTES RECEIVABLE
 
     Accounts and notes receivable at December 31, 1996 and 1995 consist of:
 
<TABLE>
<CAPTION>
                                                               1996      1995
                                                              -------   -------
                                                               (IN THOUSANDS)
<S>                                                           <C>       <C>
Trade.......................................................  $56,697   $41,057
Other.......................................................      310        88
                                                              -------   -------
                                                               57,007    41,145
Less allowance for uncollectible accounts...................    5,917     4,535
                                                              -------   -------
                                                              $51,090   $36,610
                                                              =======   =======
</TABLE>
 
(3) PROPERTY AND EQUIPMENT
 
     Property and equipment at December 31, 1996 and 1995 consists of:
 
<TABLE>
<CAPTION>
                                                                1996       1995
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Land and improvements.......................................  $     85   $     85
Building and improvements...................................     1,344      1,125
Equipment and furniture.....................................   149,169    120,576
                                                              --------   --------
                                                              $150,598   $121,786
                                                              ========   ========
</TABLE>
 
     Rental equipment of approximately $118,719,000 in 1996 and $94,785,000 in
1995 are included with equipment and furniture.
 
(4) LEASES
 
     The Company has several noncancelable operating leases, primarily for
buildings, computer equipment and vehicles, that expire over the next five years
and provide for purchase or renewal options. Operating lease expense was
approximately $12,617,000 in 1996, $9,781,000 in 1995, and $6,971,000 in 1994.
 
     Future minimum lease payments under noncancelable operating leases, net of
sublease income, as of December 31, 1996 are as follows:
 
<TABLE>
<CAPTION>
                                                              (IN THOUSANDS)
<S>                                                           <C>
1997........................................................     $11,172
1998........................................................       8,326
1999........................................................       5,077
2000........................................................       2,440
2001........................................................         782
                                                                 -------
          Total minimum lease payments......................     $27,797
                                                                 =======
</TABLE>
 
(5) REVOLVING CREDIT LOAN
 
     Under the revolving line of credit, the Company may borrow amounts up to
$50,000,000. The maturity date is sixty months from the date of the note. The
revolving line of credit bears interest at LIBOR plus 58 basis points (5.96% at
December 31, 1996). The line of credit is comprised of three distinct termed
loan periods. Each termed loan period commences on the date that is exactly 24,
36 and 48 months from the date of the loan (February 10, 1995). The principal
amount outstanding on the first day at each of the three termed loan periods is
repaid separately, based on a 60-month amortization plus interest monthly. The
unpaid principal on the maturity date (February 10, 2000) will be paid in one
final installment. Interest accrued on
 
                                       F-8
<PAGE>   25
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
the outstanding principal balance that is not termed for repayment is payable
monthly. The Loan Agreement contains several financial and other covenants and
is secured by, effectively, all of the assets of the Company. At December 31,
1996, $9,000,000 was outstanding under the revolving line of credit. At December
31, 1995, $5,000,000 was outstanding under the revolving line of credit.
 
     Amortization of loan origination fees amounted to approximately $5,000 in
1996, $5,000 in 1995, and $4,000 in 1994.
 
(6) LONG-TERM OBLIGATIONS
 
     Long-term obligations generally consist of unsecured, non-interest bearing
deferred acquisition obligations payable in varying installments through 1998.
Unamortized imputed interest at 5.75% to 8.25% was $4,000 in 1996, $45,000 in
1995, and $47,000 in 1994.
 
     The aggregate maturities of long-term obligations and the revolving credit
loan for each of the five years subsequent to December 31, 1996 are as follows:
 
<TABLE>
<CAPTION>
                                                              (IN THOUSANDS)
<S>                                                           <C>
1997........................................................     $ 5,783
1998........................................................       2,534
1999........................................................       1,800
2000........................................................       1,800
2001........................................................       1,800
                                                                 -------
                                                                 $13,717
                                                                 =======
</TABLE>
 
(7) INCOME TAXES
 
     The tax effects of temporary differences that account for significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
1996 and 1995 are presented below:
 
<TABLE>
<CAPTION>
                                                               1996      1995
                                                              -------   -------
                                                               (IN THOUSANDS)
<S>                                                           <C>       <C>
Deferred tax assets:
  Accounts receivable, principally due to allowance for
     uncollectible
     accounts...............................................  $(1,748)  $(1,779)
  Accrued expenses, principally due to deferral for income
     tax reporting purposes.................................   (2,311)   (1,881)
  Intangible assets and covenants not to compete,
     principally due to differences in amortization.........   (4,431)   (2,727)
  Net operating loss carryforward...........................     (489)       --
                                                              -------   -------
          Total gross deferred tax assets...................   (8,979)   (6,387)
                                                              -------   -------
Deferred tax liabilities:
  Property and equipment, principally due to differences in
     depreciation...........................................    9,291     7,054
  Goodwill, principally due to differences in
     amortization...........................................    4,232     2,430
  Other.....................................................    3,137     3,610
                                                              -------   -------
          Total gross deferred tax liabilities..............   16,660    13,094
                                                              -------   -------
          Net deferred tax liability........................  $ 7,681   $ 6,707
                                                              =======   =======
</TABLE>
 
                                       F-9
<PAGE>   26
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     There was no valuation allowance for deferred tax assets as of January 1,
1995, December 31, 1995 and 1996. The Company expects the results of future
operations will generate sufficient taxable income to allow for the utilization
of deferred tax assets.
 
     Income tax expense attributable to operations consists of:
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                                            ---------------------------
                                                             1996      1995      1994
                                                            -------   -------   -------
                                                                  (IN THOUSANDS)
<S>                                                         <C>       <C>       <C>
Current:
  Federal.................................................  $35,149   $27,164   $23,224
  State...................................................    4,183     3,102     4,147
                                                            -------   -------   -------
          Total current...................................  $39,332    30,266    27,371
                                                            =======   =======   =======
Deferred:
  Federal.................................................      959     2,072    (2,606)
  State...................................................      131       296      (398)
                                                            -------   -------   -------
          Total deferred..................................    1,090     2,368    (3,004)
                                                            -------   -------   -------
                                                            $40,422   $32,634   $24,367
                                                            =======   =======   =======
Total income tax expense was allocated:
  Income from operations..................................  $40,422   $32,634   $24,367
  Stockholders' equity for compensation expense for tax
     purposes.............................................   (6,391)   (5,450)   (6,616)
                                                            -------   -------   -------
                                                            $34,031   $27,184   $17,751
                                                            =======   =======   =======
</TABLE>
 
     Total income tax expense differs from the amounts computed by applying U.S.
federal income tax rates (35% in 1996, 1995 and 1994) to income before income
taxes as a result of the following:
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                                            ---------------------------
                                                             1996      1995      1994
                                                            -------   -------   -------
                                                                  (IN THOUSANDS)
<S>                                                         <C>       <C>       <C>
Computed "expected" tax expense...........................  $37,449   $29,286   $21,812
State income taxes, net of federal income tax benefit.....    2,804     2,209     2,437
Other.....................................................      169     1,139       118
                                                            -------   -------   -------
          Total income tax expense........................  $40,422   $32,634   $24,367
                                                            =======   =======   =======
</TABLE>
 
(8) STOCKHOLDERS' EQUITY
 
     The Company has 4,879,238 authorized and unissued shares of preferred
stock. The Board of Directors has the authority to issue up to such number of
shares of preferred stock in one or more series and to fix the rights,
preferences, privileges, qualifications, limitations and restrictions thereof
without any further vote or action by the stockholders.
 
(9) STOCK OPTIONS
 
     The Company has four stock option plans that provide for the grant of
options to officers and employees. Stock options are granted with an exercise
price equal to the stock's fair value at the date of grant. Stock options
generally have ten-year terms and generally vest over four years.
 
     The Company has reserved a total of 2,973,768 shares of common stock for
issuance under its Non-Qualified Stock Option Plan (the Plan). At December 31,
1996, there were options for 177,520 shares
 
                                      F-10
<PAGE>   27
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
outstanding and options for 979 shares available for issue under the Plan. The
Company has reserved a total of 1,600,000 shares of common stock for issuance
under its 1991 Stock Plan (the 1991 Plan). At December 31, 1996 there were
options for 936,900 shares outstanding and options for 15,800 shares available
for issuance under the 1991 Plan. The Company has reserved a total of 500,000
shares of common stock for issuance under its 1994 Stock Plan (the 1994 Plan).
At December 31, 1996, there were options for 480,000 shares outstanding and
options for 13,000 shares available for issue under the 1994 Plan. The Company
has reserved a total of 750,000 shares of common stock for issuance under its
1996 Stock Plan (the 1996 Plan). At December 31, 1996, there were options for
381,000 shares outstanding and options for 369,000 shares available for issue
under the 1996 Plan.
 
     The per share weighted average fair value of stock options granted during
1996 and 1995 was $17.48 and $11.56 on the date of grant using the Black Scholes
option pricing model with the following weighted average assumptions:
1996 -- expected dividend yield 0%, risk-free interest rate of 6.2%, expected
life of 7 years, and volatility of 42.2%; 1995 -- expected dividend yield 0%,
risk-free interest rate of 6.2%, expected life of 6 years, and volatility of
43.5%.
 
     The Company applied APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation cost has been recognized for its stock options in
the financial statements. Had the Company determined compensation cost based on
the fair value at the grant date for its stock options under SFAS No. 123, the
Company's net income would have been reduced to the pro forma amounts indicated
below:
 
<TABLE>
<CAPTION>
                                                           1996        1995
                                                          -------     -------
                                                            (IN THOUSANDS,
                                                           EXCEPT PER SHARE
                                                                 DATA)
<S>                                                       <C>         <C>
Net income:
  As reported...........................................  $66,574     $51,039
  Pro forma.............................................   64,093      49,775
                                                          =======     =======
Income per common share:
  As reported...........................................  $  2.31     $  1.79
  Pro forma.............................................     2.22        1.74
                                                          =======     =======
</TABLE>
 
     Pro forma net income reflects only options granted in 1996 and 1995,
therefore, the full impact of calculating compensation cost for stock options
under SFAS No. 123 is not reflected in the pro forma net income amounts
presented above because compensation cost is reflected over the options vesting
period of four years and compensation cost for options granted prior to January
1, 1995 is not considered.
 
                                      F-11
<PAGE>   28
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Information related to the Plans is as follows:
 
<TABLE>
<CAPTION>
                                                             NUMBER OF   WEIGHTED AVERAGE
                                                              OPTIONS     EXERCISE PRICE
                                                             ---------   ----------------
<S>                                                          <C>         <C>
Outstanding at December 31, 1994...........................  2,155,062        $10.49
Exercised in 1995..........................................   (562,704)         4.99
Canceled in 1995...........................................    (91,379)         3.83
Options issued in 1995.....................................    542,000         25.05
                                                             ---------
Outstanding at December 31, 1995...........................  2,042,979         16.17
Exercised in 1996..........................................   (568,159)         8.74
Canceled in 1996...........................................    (29,400)        15.78
Options issued in 1996.....................................    530,000         32.44
                                                             ---------
Outstanding at December 31, 1996...........................  1,975,420        $22.67
                                                             =========
</TABLE>
 
     At December 31, 1996, the range of exercise prices and weighted average
remaining contractual life of outstanding options was as follows:
 
<TABLE>
<CAPTION>
                                                               OPTIONS            WEIGHTED
                                                          OUTSTANDING AS OF       AVERAGE
                       RANGE OF                             DECEMBER 31,         REMAINING
                    EXERCISE PRICES                             1996          CONTRACTUAL LIFE
                    ---------------                       -----------------   ----------------
<S>                                                       <C>                 <C>
$0.25-$12.125..........................................         261,720           4.0 years
$19.00-$19.00..........................................         669,700           6.9 years
$24.63-$25.00..........................................         504,000           7.3 years
$25.25-$35.25..........................................         540,000           8.4 years
                                                              ---------          ----------
$0.25-$35.25...........................................       1,975,420           7.0 years
</TABLE>
 
     At December 31, 1996 and 1995, the number of options exercisable was
825,920 and 1,074,152, respectively, and the weighted average exercise price of
those options was $15.62 and $13.25, respectively.
 
     In connection with the exercise of certain stock options in 1996, 1995 and
1994, the Company receives a tax deduction for the difference between the fair
value of the common stock at the date of exercise and the exercise price. The
related income tax benefit of approximately $6,391,000 in 1996, $5,450,000 in
1995, and $6,616,000 in 1994 has been recorded as a reduction of income taxes
payable and an addition to additional paid-in capital.
 
(10) NET REVENUES
 
     Included in the Company's net revenues is reimbursement from the federal
government under the Medicare and under Medicaid programs which aggregated
approximately 61% in 1996, 60% in 1995, and 58% in 1994.
 
(11) NON-RECURRING EXPENSE
 
     In 1996, the Company recorded a non-recurring expense of $3,932,000 of
which $2,682,000 is related to the restructuring of certain senior management
employment agreements and $1,250,000 is related to the resolution of an
investigation. In 1995, the Company recorded a non-recurring expense of
$1,921,000 related to the abandoned merger between the Company and Coram
Healthcare Corporation. Such non-recurring expense is comprised of (a)
$1,448,000 of professional fees, (b) $199,000 of printing and mailing expenses,
(c) $153,000 of filing fees, and (d) $121,000 of other direct costs.
 
                                      F-12
<PAGE>   29
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(12) SUPPLEMENTAL STATEMENTS OF CASH FLOWS INFORMATION
 
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                              ---------------------------
                                                               1996      1995      1994
                                                              -------   -------   -------
                                                                    (IN THOUSANDS)
<S>                                                           <C>       <C>       <C>
Cash paid for:
  Interest..................................................  $   414   $   762   $   254
                                                              =======   =======   =======
  Income taxes..............................................  $31,566   $25,036   $19,983
                                                              =======   =======   =======
</TABLE>
 
(13) BUSINESS COMBINATIONS
 
     During 1996, the Company acquired the outstanding stock or certain assets
of 17 businesses in 17 separate transactions. During 1995, the Company acquired
the outstanding stock or certain assets of 22 businesses in 22 separate
transactions. Consideration for the acquisitions generally included cash,
unsecured non-interest bearing obligations and the assumption of certain
liabilities.
 
     None of the businesses acquired were related to the Company prior to
acquisition. Each acquisition during 1996 and 1995 was accounted for as a
purchase. The results of operations of the acquired companies are included in
the accompanying consolidated statement of operations since the respective date
of acquisition. Each of the acquired companies conducted operations similar to
that of the Company.
 
     The aggregate cost of the above acquisitions was as follows:
 
<TABLE>
<CAPTION>
                                                               1996      1995
                                                              -------   -------
                                                               (IN THOUSANDS)
<S>                                                           <C>       <C>
Cash........................................................  $64,764   $58,865
Deferred acquisition obligations............................    7,905     9,140
Assumption of liabilities...................................      383     2,929
                                                              -------   -------
                                                              $73,052   $70,934
                                                              =======   =======
</TABLE>
 
     The aggregate purchase price was allocated as follows:
 
<TABLE>
<CAPTION>
                                                               1996      1995
                                                              -------   -------
                                                               (IN THOUSANDS)
<S>                                                           <C>       <C>
Current assets (including cash acquired of $275 in 1995)....  $ 6,362   $ 8,097
Property and equipment......................................    3,205     4,731
Intangible assets...........................................    6,379    12,056
Goodwill....................................................   57,106    46,050
                                                              -------   -------
                                                              $73,052   $70,934
                                                              =======   =======
</TABLE>
 
     The following unaudited pro forma supplemental information on the results
of operations for the years ended December 31, 1996 and 1995 include the
acquisitions as if they had been combined at the beginning of the respective
years.
 
<TABLE>
<CAPTION>
                                                                1996       1995
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Net revenues................................................  $369,127   $318,060
                                                              ========   ========
Net income..................................................  $ 70,535   $ 59,626
                                                              ========   ========
Net income per common share.................................  $   2.44   $   2.09
                                                              ========   ========
</TABLE>
 
                                      F-13
<PAGE>   30
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The unaudited pro forma financial information is not necessarily indicative
of either the results of operations that would have occurred had the
transactions been effected at the beginning of the respective years or of future
results of operations of the combined companies.
 
(14) CONTINGENCIES
 
     In October 1996, the Company resolved with the United States Attorney for
the Middle District of Florida an investigation that had been pending since
1991. The United States Attorney had been investigating certain services
provided by the Company to a pharmacy that supplied medications to home
respiratory patients. Under its contracts with the pharmacy, the Company was
responsible for providing various marketing, field administration and patient
services to the pharmacy. The contracts were in effect from February 1989 to
April 1992, and accounted for less than one percent of the Company's revenues
during such period. As part of its settlement with the United States Attorney,
the Company, without admitting any wrongdoing or liability, has agreed to pay $1
million to the United States Government.
 
     The Company is involved in certain claims and legal actions arising in the
ordinary cause of business. In the opinion of management, the ultimate
disposition of all matters will not have a material adverse impact on the
Company's financial position, results of operations or liquidity.
 
(15) QUARTERLY FINANCIAL DATA (UNAUDITED)
 
     The following is a summary of quarterly financial results for the years
ended December 31, 1996 and 1995:
 
<TABLE>
<CAPTION>
                                                     FIRST    SECOND     THIRD    FOURTH
                                                    QUARTER   QUARTER   QUARTER   QUARTER
                                                    -------   -------   -------   -------
                                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                 <C>       <C>       <C>       <C>
1996:
  Net revenues....................................  $79,772   $84,970   $89,633   $94,495
                                                    =======   =======   =======   =======
  Operating income (1)............................  $25,138   $27,581   $28,787   $25,914
                                                    =======   =======   =======   =======
  Net income (1)..................................  $15,424   $16,945   $17,637   $16,568
                                                    =======   =======   =======   =======
  Income per common share.........................  $   .54   $   .59   $   .61   $   .57
                                                    =======   =======   =======   =======
1995:
  Net revenues....................................  $61,223   $67,400   $71,876   $74,301
                                                    =======   =======   =======   =======
  Operating income (2)............................  $19,415   $21,135   $20,649   $23,004
                                                    =======   =======   =======   =======
  Net income (2)..................................  $11,862   $12,778   $12,429   $13,970
                                                    =======   =======   =======   =======
  Income per common share.........................  $   .42   $   .45   $   .43   $   .49
                                                    =======   =======   =======   =======
</TABLE>
 
---------------
 
(1) The 1996 fourth quarter operating income included a non-recurring expense of
    $3,932,000 ($1,649,000 or $.06 per share after taxes) (see note 11).
(2) The 1995 third quarter operating income included a non-recurring expense of
    $1,921,000 ($1,172,000 or $.04 per share after taxes) (see note 11).
 
                                      F-14
<PAGE>   31
 
                                                                   SCHEDULE VIII
 
                             LINCARE HOLDINGS INC.
                                AND SUBSIDIARIES
 
                       VALUATION AND QUALIFYING ACCOUNTS
 
<TABLE>
<CAPTION>
                                                                  CHARGED TO
                                        BALANCE AT   CHARGED TO     OTHER
                                        BEGINNING    COSTS AND     ACCOUNTS     DEDUCTIONS     BALANCE AT
             DESCRIPTION                OF PERIOD     EXPENSES     DESCRIBE      DESCRIBE     END OF PERIOD
             -----------                ----------   ----------   ----------    ----------    -------------
                                                                  (IN THOUSANDS)
<S>                                     <C>          <C>          <C>           <C>           <C>
YEAR ENDED DECEMBER 31, 1996
Deducted from asset accounts:
  Allowance for uncollectible
     accounts.........................    $4,535       $3,472       $2,788(1)     $4,878(2)      $5,917
                                          ======       ======       ======        ======         ======
YEAR ENDED DECEMBER 31, 1995
Deducted from asset accounts:
  Allowance for uncollectible
     accounts.........................    $4,723       $2,190       $1,713(1)     $4,091(2)      $4,535
                                          ======       ======       ======        ======         ======
YEAR ENDED DECEMBER 31, 1994
Deducted from asset accounts:
  Allowance for uncollectible
     accounts.........................    $4,596       $1,546       $  617(1)     $2,036(2)      $4,723
                                          ======       ======       ======        ======         ======
</TABLE>
 
---------------
 
(1) To record allowance on business combinations
(2) To record write-offs
 
                                       S-1
<PAGE>   32

                               INDEX OF EXHIBITS



<TABLE>
<CAPTION>
                                                                                                      Sequentially
Exhibit                                                                                                   Numbered
Number                            Exhibit                                                                     Page
------                            -------                                                                     ----
   <S>         <C>                                                                                            <C>
       +3.1-   Amended and Restated Certificate of Incorporation of Lincare Holdings Inc.  . . . .

       +3.2-   Amended and Restated By-Laws of Lincare Holdings Inc. . . . . . . . . . . . . . . .

      +10.6-   Purchase Agreement dated as of September 25, 1991 among the Registrant and the
               several purchasers named therein  . . . . . . . . . . . . . . . . . . . . . . . . .

     +10.10-   Non-Qualified Stock Option Plan of Registrant . . . . . . . . . . . . . . . . . . .

     +10.11-   Lincare Holdings Inc. 1991 Stock Plan . . . . . . . . . . . . . . . . . . . . . . .

     +10.12-   Non-Qualified Stock Option Agreements dated as of November 30, 1990, as amended,
               between the Registrant and James T. Kelly . . . . . . . . . . . . . . . . . . . . .

     +10.13-   Non-Qualified Stock Option Agreements dated as of November 30, 1990, as amended,
               between the Registrant and Howard R. Deutsch  . . . . . . . . . . . . . . . . . . .

     +10.14-   Non-Qualified Stock Option Agreements dated as of November 30, 1990, as amended,
               between the Registrant and James M. Emanuel . . . . . . . . . . . . . . . . . . . .

     +10.15-   Lincare Inc. 401(k) Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     +10.19-   Asset Purchase Agreement dated as of September 25, 1991, between Lincare Inc. and
               Glasrock Home Health Care, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .

    ++10.20-   Asset Purchase Agreement dated as of October 2, 1992, among Lincare Inc., Advance
               Home Health Services, Inc. and Diversified Diagnostics Inc., Richard Levy and
               Michael D. Moore  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   +++10.21-   Amendment to Non-Qualified Stock Option Agreement dated December 2, 1992, between
               the Registrant and James T. Kelly . . . . . . . . . . . . . . . . . . . . . . . . .

   +++10.22-   Amendment to Non-Qualified Stock Option Agreement dated December 2, 1992, between
               the Registrant and Howard R. Deutsch  . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>


<PAGE>   33

<TABLE>
<CAPTION>

                                                                                                  Sequentially
Exhibit                                                                                              Numbered
Number                                             Exhibit                                               Page
------                                             -------                                               ----
 <S>           <C>                                                                                       <C>
   +++10.23-   Amendment to Non-Qualified Stock Option Agreement dated December 2, 1992, 
               between the Registrant and James M. Emanuel . . . . . . . . . . . . . . . . . . . 

  ++++10.24-   Asset Purchase Agreement effective March 31, 1993, between Lincare Inc. and T2
               Medical, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     *10.26-   Loan Agreement dated February 10, 1995, between Registrant and NationsBank of
               Florida, N.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     *10.27-   Employment Agreement dated as of November 1, 1993 between Lincare Holdings Inc.
               and James T. Kelly  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     *10.28-   Employment Agreement dated as of November 1, 1993 between Lincare Holdings Inc.
               and Howard R. Deutsch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     *10.29-   Employment Agreement dated as of November 1, 1993 between Lincare Holdings Inc.
               and James M. Emanuel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    **10.30-   Asset Purchase Agreement dated as of May 24, 1995 between Lincare Inc. and
               PrimaCare Health Resources, Inc.  . . . . . . . . . . . . . . . . . . . . . . . .

   ***10.31-   Non-Qualified Stock Option Agreements dated as of January 23, 1995, between
               the Registrant and James T. Kelly . . . . . . . . . . . . . . . . . . . . . . . .         

   ***10.32-   Non-Qualified Stock Option Agreements dated as of January 23, 1995, between
               the Registrant and Howard R. Deutsch  . . . . . . . . . . . . . . . . . . . . . .         

   ***10.33-   Non-Qualified Stock Option Agreements dated as of January 23, 1995, between
               the Registrant and James M. Emanuel . . . . . . . . . . . . . . . . . . . . . . .         

      10.34-   Employment Agreement dated as of January 1, 1997 between Lincare Holdings Inc.
               and John P. Byrnes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         31

      10.35-   Employment Agreement dated as of January 1, 1997 between Lincare Holdings Inc.
               and James T. Kelly  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         32
     
      10.36-   Employment Agreement dated as of January 1, 1997 between Lincare Holdings Inc.  
               and Howard R. Deutsch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         33

      10.37-   Employment Agreement dated as of January 1, 1997 between Lincare Holdings Inc.
               and James M. Emanuel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         34

      10.38-   Non-Qualified Stock Option Agreements dated as of January 26, 1996, between
               the Registrant and John P. Byrnes . . . . . . . . . . . . . . . . . . . . . . . .         35

      10.39-   Non-Qualified Stock Option Agreements dated as of July 15, 1996 between   
               the Registrant and John P. Byrnes . . . . . . . . . . . . . . . . . . . . . . . .         36

 +++++22.2-    List of Subsidiaries of Lincare Holdings Inc. . . . . . . . . . . . . . . . . . .

      23.5-    Consent of KPMG Peat Marwick LLP  . . . . . . . . . . . . . . . . . . . . . . . .         37

      27       Financial Data Schedule (for SEC Use Only)  . . . . . . . . . . . . . . . . . . .
</TABLE>
---------------
+            Incorporated by reference to the corresponding exhibit to the
             Registrant's Registration Statement on Form S-1 (No. 33-44672)



<PAGE>   34

++      Incorporated by reference to Exhibit A to the Registrant's Form 8-K
        dated October 14, 1992.

+++     Incorporated by reference to the corresponding exhibit to the
        Registrant's Registration Statement on Form S-1 (No. 33-55260).

++++    Incorporated by reference to the Registrant's Form 8-K dated April 28,
        1993.

+++++   Incorporated by reference to the Registrant's Form 10-K dated March
        22, 1994.

*       Incorporated by reference to the Registrant's Form 10-K dated
        March 22, 1995.

**      Incorporated by reference to the Registrant's Form 8-K dated May 24,
        1995.

***     Incorporated by reference to the Registrant's Form 10-K dated March 27,
        1996.