<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 1-4034
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Total Renal Care, Inc.
Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
Total Renal Care Holdings, Inc.
21250 Hawthorne Boulevard, Suite 800
Torrance, California 90503-5517
REQUIRED INFORMATION
1. Financial statements filed as a part of this annual report: Report
of Price Waterhouse LLP, independent auditors, Audited Statements of Net
Assets Available for Benefits, With Fund Information as of December 31,
1996 and 1995, Audited Statements of Changes in Net Assets Available for
Benefits, With Fund Information for the Years Ended December 31, 1996 and
1995, and Notes to Financial Statements for the Years Ended December 31,
1996 and 1995.
2. Exhibit filed as a part of this annual report: Exhibit 23- Consent
of Price Waterhouse LLP, independent auditors.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
Date: June 26, 1997 By: /s/ Marie Ficarella
------------------------
Marie Ficarella, Director
of Human Resources and Designated
Representative of the Plan
Administrator
2
<PAGE>
Total Renal Care,
Inc.
Retirement Savings
Plan
Financial Statements and
Additional Information
December 31, 1996 and 1995
<PAGE>
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
INDEX
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits, with Fund Information 2-3
Statement of Changes in Net Assets Available for Benefits, with Fund Information 4-5
Notes to Financial Statements 6-10
Additional Information:
Schedule I - Schedule of Assets Held for Investment Purposes 11
Schedule II - Schedule of Reportable Transactions 12
</TABLE>
<PAGE>
Report of Independent Accountants
June 6, 1997
To the Participants and Administrator of the Total Renal Care, Inc. Retirement
Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Total Renal Care, Inc. Retirement Savings Plan at December 31, 1996 and
1995, and the changes in net assets available for benefits for the years then
ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
the schedule of assets held for investment purposes and the schedule of
reportable transactions is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is additional
information required by the Employee Retirement Income Security Act of 1974. The
Fund Information in the statements of net assets available for benefits and the
statements of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each fund. The
schedule of assets held for investment purposes, the schedule of reportable
transactions and the Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
<PAGE>
The schedule of reportable transactions that accompanies the Plan's financial
statements does not disclose the historical cost of certain plan assets.
Disclosure of this information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
<PAGE>
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
- -------------------------------------------------------------------------------
December 31, 1996
<TABLE>
<CAPTION>
Fund Information
----------------
Warburg Total
Fidelity Twentieth Pincus Renal Care
Advisor Century Advisor Holdings, Inc. Participant
Guaranteed Income & Ultra International Common Notes
Long-Term Growth Investors Equity Stock Receivable
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Guaranteed Long-Term Account $4,975,398 $ 4,975,398
CIGNA Fidelity Advisor Income &
Growth Account $1,833,288 1,833,288
CIGNA Twentieth Century Ultra
Investors Account $ 2,051,947 2,051,947
CIGNA Warburg Pincus Advisor
International Equity
Account $ 1,217,795 1,217,795
Total Renal Care Holdings, Inc
Common Stock Account $ 528,113 528,113
Participant notes receivable $ 527,999 527,999
Cash equivalents 3,298 2,659 3,472 3,342 2,322 15,093
-----------
Net assets available for benefits $4,978,696 $1,835,947 $2,055,419 $1,221,137 $ 530,435 $ 527,999 $11,149,633
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
- -------------------------------------------------------------------------------
December 31, 1995
<TABLE>
<CAPTION>
Fund Information
----------------
Warburg
Fidelity Twentieth Pincus
Advisor Century Advisor Participant
Guaranteed Income & Ultra International Notes
Long-Term Growth Investors Equity Receivable
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Guaranteed Long-Term Account $3,139,341 $3,139,341
CIGNA Fidelity Advisor Income $1,283,229 1,283,229
& Growth Account
CIGNA Twentieth Century $ 1,256,177 1,256,177
Ultra Investors Account
CIGNA Warburg Pincus Advisor $814,046 814,046
International Equity
Account
Participant notes receivable $327,704 327,704
Employer contributions
receivable 185,447 1,871 10,338 2,344 200,000
Employee contributions
receivable 34,767 20,239 18,234 12,727 85,967
Cash equivalents 7,018 4,533 2,856 1,829 16,236
----------
Net assets available for benefits $3,366,573 $1,309,872 $1,287,605 $830,946 $327,704 $7,122,700
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
- -------------------------------------------------------------------------------
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Fund Information
----------------
Warburg Total
Fidelity Twentieth Pincus Renal Care
Advisor Century Advisor Holdings, Inc. Participant
Guaranteed Income & Ultra International Common Notes
Long-Term Growth Investors Equity Stock Receivable
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income
Interest $ 217,379 $ 41,860 $ 259,239
Net appreciation (depreciation) in
fair value of investments $ 134,608 $ 202,639 $ 87,975 $ (13,314) 411,908
-----------
217,379 134,608 202,639 87,975 (13,314) 41,860 671,147
-----------
Contributions
Employer -- -- -- -- -- --
Employee 1,165,083 653,862 891,961 421,955 132,367 3,265,228
-----------
1,165,083 653,862 891,961 421,955 132,367 3,265,228
Transfer from affiliated
plan 664,476 664,476
-----------
Total additions 2,046,938 788,470 1,094,600 509,930 119,053 41,860 4,600,851
Deductions from net assets
attributed to:
Benefit payments 259,750 92,742 101,214 81,386 10 535,102
Transaction charge 6,793 1,144 954 653 401 9,945
Participant notes
receivable terminated
due to withdrawal of
participant 29,644 29,644
-----------
Total deductions 266,543 93,886 102,168 82,039 411 29,644 574,691
Change in forfeiture
reserve, net 773 773
-----------
Net increase prior to
interfund transfers 1,781,168 694,584 992,432 427,891 118,642 12,216 4,026,933
Interfund transfers, net (169,045) (168,509) (224,618) (37,700) 411,793 188,079 --
-----------
Net increase 1,612,123 526,075 767,814 390,191 530,435 200,295 4,026,933
Net assets available for
benefits at beginning of
year 3,366,573 1,309,872 1,287,605 830,946 -- 327,704 7,122,700
---------
Net assets available for
benefits at end of year $ 4,978,696 $ 1,835,947 $ 2,055,419 $ 1,221,137 $ 530,435 $ 527,999 $11,149,633
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
- -------------------------------------------------------------------------------
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Fund Information
----------------
Warburg
Fidelity Twentieth Pincus
Advisor Century Advisor Participant
Guaranteed Income & Ultra International Notes
Long-Term Growth Investors Equity Receivable
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income
Interest $ 122,405 $ 8,990 $ 131,395
Net appreciation in fair
value of investments $ 91,536 $ 172,299 $ 87,396 351,231
----------
122,405 91,536 172,299 87,396 8,990 482,626
----------
Contributions
Employer 185,447 1,871 10,338 2,344 200,000
Employee 766,317 369,433 282,204 233,133 1,651,087
----------
951,764 371,304 292,542 235,477 1,851,087
Transfer from affiliated
plan 2,439,878 832,185 591,603 585,615 4,449,281
Other (8,828) 1,832 4,284 3,845 1,133
----------
Total additions 3,505,219 1,296,857 1,060,728 912,333 8,990 6,784,127
Deductions from net assets
attributed to:
Benefit payments 257,659 72,420 45,220 48,110 423,409
Transaction charge 3,916 1,251 747 521 6,435
Participant notes
receivable terminated
due to withdrawal of
participant 2,030 2,030
----------
Total deductions 261,575 73,671 45,967 48,631 2,030 431,874
----------
Net increase prior to
interfund transfers 3,243,644 1,223,186 1,014,761 863,702 6,960 6,352,253
Interfund transfers, net (246,693) (103,676) 148,972 (119,347) 320,744 -
Transfer from merged plans 186,487 120,774 72,330 29,155 408,746
----------
Net increase 3,183,438 1,240,284 1,236,063 773,510 327,704 6,760,999
Net assets available for
benefits at beginning of year 183,135 69,588 51,542 57,436 - 361,701
----------
Net assets available for
benefits at end of year $3,366,573 $1,309,872 $1,287,605 $ 830,946 $327,704 $7,122,700
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. Description of Plan
The following description of the Total Renal Care, Inc. Retirement Savings
Plan (the "Plan") sponsored by Total Renal Care Holdings, Inc. (the
"Company") provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan established effective October 1,
1994 and most recently amended August 23, 1996, retroactively effective
March 1, 1996. Employees become eligible to participate upon completing
one year of service with 1,000 hours. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Contributions
Participants may contribute an amount equal to not less than 1 percent nor
more than 15 percent of their compensation for the contribution period.
The Company may make a discretionary contribution in an amount to be
determined by a resolution of the Company's Board of Directors.
Participant Accounts
Each participant's account is credited with the participant's contribution
and allocation of the Company's contribution and Plan earnings. Earnings
are allocated by fund based on the ratio of a participant's account
invested in a particular fund to all participants' investments in that
fund. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's account.
Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. The balance of vesting in the participants'
accounts is based on years of service. A participant becomes 20 percent
vested after one year of service, 40 percent vested after two years of
service, 60 percent vested after three years of service, 80 percent vested
after four years of service and 100 percent vested after five years of
service. However, if an active participant dies prior to attaining the
normal retirement age, the participant's estate becomes 100 percent vested.
6
<PAGE>
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Investment Options
Upon enrollment in the Plan, a participant may currently direct
contributions among any of the following investment options:
. Guaranteed Long-Term Fund - Funds are invested in the CIGNA Guaranteed
Long-Term Account, which provides a guaranteed rate of return reset
semiannually.
. Fidelity Advisor Income & Growth Fund - Funds are invested solely in
units of the CIGNA Fidelity Advisor Income & Growth Account, which in
turn invests solely in shares of the Fidelity Advisor Income & Growth
Fund.
. Twentieth Century Ultra Investors Fund - Funds are invested solely in
units of the CIGNA Twentieth Century Ultra Investors Account, which in
turn invests solely in shares of the Twentieth Century Ultra Investors
Fund.
. Warburg Pincus Advisor International Equity Fund - Funds are invested
solely in units of the CIGNA Warburg Pincus Advisor International
Equity Account, which in turn invests solely in shares of the Warburg
Pincus Advisor International Equity Fund, Inc.
. Total Renal Care Holdings, Inc. Common Stock Fund - Funds are invested
solely in shares of Total Renal Care Holdings, Inc. common stock.
Participants may change their investment options at any time.
Payment of Benefits
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of his or her account, a distribution in
the form of an annuity, or a combination of both. All distributions are
subject to the applicable provisions of the Plan agreement.
Participant Notes Receivable
Participants may borrow up to the lesser of $50,000 or 50 percent of the
vested portion of their account balance, subject to certain restrictions,
in accordance with interest rates and collateral requirements established
by the Company.
Cash Equivalents
Contributions received prior to year end awaiting investment in the
appropriate investment option at December 31 are invested in the CIGNA
Guaranteed Short-Term Account, which is recorded at fair value, and are
included as cash equivalents within the fund in which units are
subsequently purchased.
7
<PAGE>
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
2. Summary of Accounting Policies
Method of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting, and reflect management's estimates and assumptions, such as
those regarding fair value, that affect the recorded amounts. Significant
estimates used are discussed throughout the notes to financial statements.
Investments
Investments in pooled separate accounts (CIGNA Fidelity Advisor Income &
Growth Account, CIGNA Twentieth Century Ultra Investors Account and CIGNA
Warburg Pincus Advisor International Equity Account) are recorded at fair
value, as determined by the unit value as reported by the Connecticut
General Life Insurance Company ("CG Life"). During the year ended December
31, 1995, the Plan adopted the provisions of Statement of Position No. 94-4
("SOP 94-4") "Reporting of Investment Contracts held by Health and Welfare
Benefit Plans and Defined-Contribution Pension Plans" which requires that
investments in non-fully benefit responsive investment contracts be
reported at fair value. As a result of the adoption of SOP 94-4, the
investment in the CIGNA Guaranteed Long-Term Account is recorded at fair
value. Participant notes receivable are valued at cost which approximates
fair value. The Company stock is valued at its quoted market price.
Contributions
Employee contributions are recorded in the period during which the Company
makes payroll deductions from the participants' earnings. Company
contributions are recorded annually.
Benefits
Benefit claims are recorded as expenses when they have been approved for
payment and paid by the Plan.
3. Deposit With Insurance Company
The Plan participates in a contract with CG Life via an investment in the
CIGNA Guaranteed Long-Term Account. CG Life commingles the assets of this
investment with other assets. For the Plan's investment in the CIGNA
Guaranteed Long-Term Account, the Plan is credited with interest at the
rate specified in the contract which was 6.05% and ranged from 6.50% to
6.15% for the years ended December 31, 1996 and 1995, respectively, net of
asset charges. Effective January 1, 1996 CG Life restructured the interest
crediting mechanism of the CIGNA Guaranteed Long-Term Account to allow the
credited interest rate to be prospectively guaranteed for six months. As
discussed in Note 2, the Guaranteed Long-Term Account is included in the
financial statements at fair value which, principally because of the
periodic rate reset process, approximates contract value.
8
<PAGE>
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
4. Investments
Investments that represent 5 percent or more of the Plan's net assets are
separately identified below.
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
CIGNA Guaranteed Long-Term Account $4,975,398 $3,139,341
interest rates, 6.05%; 6.15%
CIGNA Fidelity Advisor Income & Growth Account 1,833,288 1,283,229
units, 81,734; 61,605
CIGNA Twentieth Century Ultra Investors Account 2,051,947 1,256,177
units, 64,669; 44,688
CIGNA Warburg Pincus Advisor International
Equity Account 1,217,795 814,046
units, 51,998; 38,164
</TABLE>
5. Participant Notes Receivable
Under the terms of the Plan, participants may borrow from their accounts up
to the lesser of $50,000 or 50% of their vested account balance. Loan
transactions are treated as a transfer to/from the investment fund from/to
the Participant Notes Receivable Fund. A loan is secured by the balance in
the participant's account and bears interest at a rate commensurate with
market rates for similar loans, as defined (10.00% to 11.00% and 10.03% to
10.81% for the years ended December 31, 1996 and 1995, respectively).
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
7. Income Taxes
The Internal Revenue Service has determined and informed the Company by a
letter dated November 25, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code ("IRC"). The Plan's administrator and tax counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
Nondiscrimination testing in accordance with the Internal Revenue Code was
not completed for the 1996 plan year. Management is in process of
performing the testing and appropriate steps will be taken so as to ensure
the continued tax qualified status of the Plan.
9
<PAGE>
TOTAL RENAL CARE, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
8. Reconciliation of Plan Financial Statements to the Form 5500
The Annual Return/Report of Employee Benefit Plan (the "Form 5500") is
prepared on the modified cash basis. Accordingly, certain balances
included on lines 31 and 32 of the Form 5500 differ from those included in
these financial statements. Contributions on the statement of changes in
net assets available for benefits differ from contributions on the Form
5500 by the amount of contributions accrued at December 31, 1995. The
ending net asset balances are reconciled as follows:
<TABLE>
<CAPTION>
December 31,
1995
<S> <C>
Net assets, per Form 5500 $6,836,733
Add: Employer contributions receivable 200,000
Employee contributions receivable 85,967
----------
Net assets, per financial statements $7,122,700
==========
</TABLE>
9. Transfer from Affiliated Plan and Plan Mergers
Certain assets were transferred to the Plan from Valley Dialysis Associates,
formerly part of Valley Internal Medicine and from the NME Retirement Savings
Plan during 1996 and 1995, respectively. In addition, effective July 1,
1995, certain participants of the Logan Square Dialysis Services, Inc. 401(k)
Plan and Lincoln Park Nephrology Associates, S.C. 401(k) Plan were merged
into the Plan.
10. Forfeitures
The net change in forfeiture reserve represents the net change in the
available forfeiture reserve balance from the prior year plus the current
year forfeitures generated. Forfeitures result from nonvested benefit
payments remaining in the Plan for all terminated employees. Upon reaching
the break-in-service, as defined in the Plan agreement, forfeitures generated
are added to the forfeiture reserve balance. The forfeiture reserve of
$13,922 and $13,149 at December 31, 1996 and 1995, respectively, is included
in the CIGNA Guaranteed Long-Term Account and is available to offset
contributions or to pay Plan expenses, which would be otherwise payable by
the Company, in accordance with the Plan agreement.
10
<PAGE>
TOTAL RENAL CARE, INC. ADDITIONAL INFORMATION
LINE 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR SCHEDULE I
INVESTMENT PURPOSES
DECEMBER 31, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Identity of issue, borrower, Description of investment including Cost Current
lessor, or similar party maturity date, rate of interest, value
collateral, par or maturity value
<S> <C> <C> <C> <C>
Connecticut General Life CIGNA Guaranteed Long-Term $ 4,975,398 $ 4,975,398
* Insurance Company Account
6.05%
Connecticut General Life CIGNA Fidelity Advisor Income & 1,660,807 1,833,288
* Insurance Company Growth Account
$22.43/unit
Connecticut General Life CIGNA Twentieth Century 1,780,600 2,051,947
* Insurance Company Ultra Investors Account
$31.73/unit
Connecticut General Life CIGNA Warburg Pincus Advisor 1,095,440 1,217,795
* Insurance Company International Equity Account
$23.42/unit
Connecticut General Life CIGNA Total Renal Care Holdings, 535,138 528,113
* Insurance Company Inc. Common Stock Account
$36.25/share
Connecticut General Life Cash Equivalents (CIGNA Guaranteed 15,093 15,093
* Insurance Company Short-Term
Account)
* Participant Notes Receivable 10.00% - 11.00% 527,999 527,999
</TABLE>
* Indicates an identified person known to be a party-in-interest to the Plan.
11
<PAGE>
TOTAL RENAL CARE, INC. ADDITIONAL INFORMATION
LINE 27d FORM 5500 - SCHEDULE OF SCHEDULE II
REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Identity of party Description Purchase Selling Lease Expense Cost Current Net gain
involved of asset price price rental incurred of value or (loss)
(include with asset of asset on
interest rate transaction transaction
and maturity date
in case
of a loan)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Connecticut General Purchases $ 2,245,306 N/A N/A N/A $ 2,245,306 $ 2,245,306 -
Life Insurance into CIGNA
Company Guaranteed
Long-Term
Account
Connecticut General Sales from N/A $ 627,401 N/A N/A 627,401 627,401 -
Life Insurance CIGNA
Company Guaranteed
Long-Term
Account
Connecticut General Purchases 734,694 N/A N/A N/A 734,694 734,694 -
Life Insurance into CIGNA
Company Fidelity
Advisor
Income &
Growth
Account
Connecticut General Sales from N/A 319,243 N/A N/A * 319,243 *
Life Insurance CIGNA
Company Fidelity
Advisor
Income &
Growth
Account
Connecticut General Purchases 1,035,338 N/A N/A N/A 1,035,338 1,035,338 -
Life Insurance into CIGNA
Company Twentieth
Century
Ultra
Investors
Account
Connecticut General Sales from N/A 442,207 N/A N/A * 442,207 *
Life Insurance CIGNA
Company Twentieth
Century
Ultra
Investors
Account
Connecticut General Purchases 550,284 N/A N/A N/A 550,284 550,284 -
Life Insurance into CIGNA
Company Warburg
Pincus
Advisor
International Equity
Account
Connecticut General Sales from N/A 234,510 N/A N/A * 234,510 *
Life Insurance CIGNA
Company Warburg
Pincus
Advisor
International Equity
Account
National Financial Purchases 546,241 N/A N/A N/A 546,241 546,241 -
Services Corp. into CIGNA
Total Renal
Care
Holdings,
Inc.
Common Stock
Account
National Financial Sales from N/A 4,814 N/A N/A * 4,814 *
Services Corp. CIGNA
Total Renal
Care
Holdings,
Inc.
Common Stock
Account
</TABLE>
* Cost information is not currently available from the insurance company.
12
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-97618) of Total Renal Care Holdings, Inc. of our
report dated June 6, 1997 appearing on page 1 of the Financial Statements of the
Total Renal Care, Inc. Retirement Savings Plan for the year ended December 31,
1996 included in this Form 11-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Hartford, Connecticut
June 23, 1997
