Edgar Filing: KINDRED HEALTHCARE, INC

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 001-14057

KINDRED HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)


Delaware		61-1323993
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

680 South Fourth Street Louisville, KY		40202-2412
(Address of principal executive offices)		(Zip Code)

(502) 596-7300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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


Class of Common Stock		Outstanding at October 31, 2012
Common stock, $0.25 par value		53,284,528 shares

KINDRED HEALTHCARE, INC.

FORM 10-Q

INDEX


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Statement of Operations – for the three months ended September 30, 2012 and 2011 and for the nine months ended September 30, 2012 and 2011		3

	Condensed Consolidated Statement of Comprehensive Income – for the three months ended September 30, 2012 and 2011 and for the nine months ended September 30, 2012 and 2011		4

	Condensed Consolidated Balance Sheet – September 30, 2012 and December 31, 2011		5

	Condensed Consolidated Statement of Cash Flows – for the three months ended September 30, 2012 and 2011 and for the nine months ended September 30, 2012 and 2011		6

	Notes to Condensed Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		41

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		72

Item 4.	Controls and Procedures		73

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings		74

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		74

Item 6.	Exhibits		75

KINDRED HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)


	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Revenues	$	1,525,792		$	1,514,062		$	4,641,590		$	3,999,075

Salaries, wages and benefits		912,924			900,570			2,765,332			2,344,398
Supplies		106,594			107,514			326,127			294,254
Rent		108,449			105,511			323,958			292,641
Other operating expenses		305,988			305,305			929,947			851,806
Other income		(2,775	)		(2,815	)		(8,221	)		(8,480	)
Impairment charges		3,911			26,712			5,107			26,712
Depreciation and amortization		50,600			46,947			149,092			117,367
Interest expense		26,668			25,790			79,962			54,675
Investment income		(229	)		(37	)		(796	)		(789	)

		1,512,130			1,515,497			4,570,508			3,972,584

Income (loss) from continuing operations before income taxes		13,662			(1,435	)		71,082			26,491
Provision (benefit) for income taxes		5,753			(2,342	)		29,364			9,848

Income from continuing operations		7,909			907			41,718			16,643
Discontinued operations, net of income taxes:
Income from operations		47			1,119			143			1,527
Loss on divestiture of operations		(349	)		—			(349	)		—

Income (loss) from discontinued operations		(302	)		1,119			(206	)		1,527

Net income		7,607			2,026			41,512			18,170
(Earnings) loss attributable to noncontrolling interests		(41	)		(241	)		(253	)		180

Income attributable to Kindred	$	7,566		$	1,785		$	41,259		$	18,350

Amounts attributable to Kindred stockholders:
Income from continuing operations	$	7,868		$	666		$	41,465		$	16,823
Income (loss) from discontinued operations		(302	)		1,119			(206	)		1,527

Net income	$	7,566		$	1,785		$	41,259		$	18,350

Earnings per common share:
Basic:
Income from continuing operations	$	0.15		$	0.01		$	0.79		$	0.37
Discontinued operations:
Income from operations		—			0.02			—			0.03
Loss on divestiture of operations		(0.01	)		—			(0.01	)		—

Net income	$	0.14		$	0.03		$	0.78		$	0.40

Diluted:
Income from continuing operations	$	0.15		$	0.01		$	0.79		$	0.37
Discontinued operations:
Income from operations		—			0.02			—			0.03
Loss on divestiture of operations		(0.01	)		—			(0.01	)		—

Net income	$	0.14		$	0.03		$	0.78		$	0.40

Shares used in computing earnings per common share:
Basic		51,676			51,329			51,648			44,577
Diluted		51,709			51,406			51,675			44,934

See accompanying notes.

KINDRED HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)


	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Net income	$	7,607		$	2,026		$	41,512		$	18,170
Other comprehensive income (loss):
Available-for-sale securities:
Change in unrealized investment gains (losses)		559			(2,220	)		1,562			(1,782	)
Reclassification of (gains) losses realized in net income		—			195			(85	)		36

Net change		559			(2,025	)		1,477			(1,746	)
Interest rate swaps:
Change in unrealized loss		(25	)		—			(1,288	)		—
Reclassification of losses realized in net income, net of payments		5			—			206			—

Net change		(20	)		—			(1,082	)		—
Income tax expense related to items of other comprehensive income (loss)		(186	)		708			(18	)		611

Other comprehensive income (loss)		353			(1,317	)		377			(1,135	)

Comprehensive income		7,960			709			41,889			17,035
(Earnings) loss attributable to noncontrolling interests		(41	)		(241	)		(253	)		180

Comprehensive income attributable to Kindred	$	7,919		$	468		$	41,636		$	17,215

See accompanying notes.

KINDRED HEALTHCARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

(In thousands, except per share amounts)


	September 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	35,695		$	41,561
Cash—restricted		5,344			5,551
Insurance subsidiary investments		79,642			70,425
Accounts receivable less allowance for loss of $31,630 – September 30, 2012 and $29,746 – December 31, 2011		1,050,077			994,700
Inventories		31,787			31,060
Deferred tax assets		24,641			17,785
Income taxes		6,424			39,513
Other		32,477			32,687

		1,266,087			1,233,282
Property and equipment		2,144,499			1,975,063
Accumulated depreciation		(1,041,036	)		(916,022	)

		1,103,463			1,059,041
Goodwill		1,146,801			1,084,655
Intangible assets less accumulated amortization of $32,915 – September 30, 2012 and $16,581 – December 31, 2011		446,165			447,207
Assets held for sale		4,103			5,612
Insurance subsidiary investments		118,256			110,227
Other		212,952			198,469

Total assets	$	4,297,827		$	4,138,493

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	208,213		$	216,801
Salaries, wages and other compensation		392,564			407,493
Due to third party payors		39,820			37,306
Professional liability risks		48,931			46,010
Other accrued liabilities		148,882			130,693
Long-term debt due within one year		8,787			10,620

		847,197			848,923
Long-term debt		1,610,888			1,531,882
Professional liability risks		236,296			217,717
Deferred tax liabilities		20,537			17,955
Deferred credits and other liabilities		211,109			191,771
Noncontrolling interests-redeemable		—			9,704
Commitments and contingencies

Equity:
Stockholders’ equity:
Common stock, $0.25 par value; authorized 175,000 shares; issued 53,271 shares – September 30, 2012 and 52,116 shares – December 31, 2011		13,318			13,029
Capital in excess of par value		1,142,923			1,138,189
Accumulated other comprehensive loss		(1,092	)		(1,469	)
Retained earnings		180,426			139,172

		1,335,575			1,288,921
Noncontrolling interests-nonredeemable		36,225			31,620

Total equity		1,371,800			1,320,541

Total liabilities and equity	$	4,297,827		$	4,138,493

See accompanying notes.

KINDRED HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(In thousands)


	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Cash flows from operating activities:
Net income	$	7,607		$	2,026		$	41,512		$	18,170
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		50,600			46,947			149,092			117,367
Amortization of stock-based compensation costs		3,132			3,505			8,011			9,611
Amortization of deferred financing costs		2,375			2,141			7,091			5,231
Payment of lender fees related to debt issuance		—			—			—			(46,232	)
Provision for doubtful accounts		9,117			7,793			22,654			22,049
Deferred income taxes		(1,235	)		(2,286	)		(18,140	)		(4,975	)
Impairment charges		3,911			26,712			5,107			26,712
Loss on divestiture of discontinued operations		349			—			349			—
Other		732			(3,063	)		3,077			(3,766	)
Change in operating assets and liabilities:
Accounts receivable		13,175			(27,497	)		(67,913	)		(108,072	)
Inventories and other assets		(5,490	)		6,304			(20,897	)		3,649
Accounts payable		5,281			(831	)		(7,252	)		386
Income taxes		6,366			(6,881	)		37,097			20,792
Due to third party payors		12,627			1,143			1,688			4,698
Other accrued liabilities		32,942			10,505			29,611			52,186

Net cash provided by operating activities		141,489			66,518			191,087			117,806

Cash flows from investing activities:
Routine capital expenditures		(25,939	)		(36,595	)		(76,804	)		(95,263	)
Development capital expenditures		(15,177	)		(44,152	)		(38,175	)		(69,570	)
Acquisitions, net of cash acquired		(71,440	)		(50,928	)		(139,308	)		(710,907	)
Sale of assets		—			—			1,110			1,714
Purchase of insurance subsidiary investments		(9,692	)		(8,867	)		(30,890	)		(25,904	)
Sale of insurance subsidiary investments		8,063			10,398			30,073			37,587
Net change in insurance subsidiary cash and cash equivalents		(685	)		(826	)		(15,171	)		(4,870	)
Change in other investments		1,003			—			1,454			1,000
Other		(25	)		(663	)		(1,029	)		(692	)

Net cash used in investing activities		(113,892	)		(131,633	)		(268,740	)		(866,905	)

Cash flows from financing activities:
Proceeds from borrowings under revolving credit		364,600			533,200			1,329,300			1,633,300
Repayment of borrowings under revolving credit		(390,400	)		(474,700	)		(1,244,900	)		(1,749,800	)
Proceeds from issuance of senior unsecured notes		—			—			—			550,000
Proceeds from issuance of term loan, net of discount		—			—			—			693,000
Repayment of other long-term debt		(2,665	)		(2,545	)		(7,976	)		(348,233	)
Payment of deferred financing costs		(288	)		(1,855	)		(601	)		(8,715	)
Contribution made by noncontrolling interest		—			—			200			—
Distribution made to noncontrolling interests		—			—			(3,521	)		—
Purchase of noncontrolling interests		(715	)		(7,292	)		(715	)		(7,292	)
Issuance of common stock		—			—			—			3,019
Other		—			3			—			747

Net cash provided by (used in) financing activities		(29,468	)		46,811			71,787			766,026

Change in cash and cash equivalents		(1,871	)		(18,304	)		(5,866	)		16,927
Cash and cash equivalents at beginning of period		37,566			52,399			41,561			17,168

Cash and cash equivalents at end of period	$	35,695		$	34,095		$	35,695		$	34,095

Supplemental information:
Interest payments	$	12,856		$	5,839		$	60,490		$	12,783
Income tax payments (refunds)		472			10,848			10,318			(2,435	)
Issuance of common stock in RehabCare acquisition		—			—			—			300,426
Financing costs paid in connection with RehabCare acquisition		—			—			—			13,074

See accompanying notes.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

Business

Kindred Healthcare, Inc. is a healthcare services company that through its subsidiaries operates long-term acute care (“LTAC”) hospitals, inpatient rehabilitation hospitals (“IRFs”), nursing and rehabilitation centers, assisted living facilities, a contract rehabilitation services business and a home health and hospice business across the United States (collectively, the “Company” or “Kindred”). At September 30, 2012, the Company’s hospital division operated 117 LTAC hospitals and six IRFs in 26 states. The Company’s nursing center division operated 224 nursing and rehabilitation centers and six assisted living facilities in 27 states. The Company’s rehabilitation division provided rehabilitation services primarily in hospitals and long-term care settings. The Company’s home health and hospice division provided home health, hospice and private duty services from 102 locations in 10 states.

In recent years, the Company has completed several transactions related to the divestiture of unprofitable hospitals and nursing and rehabilitation centers to improve its future operating results. For accounting purposes, the operating results of these businesses and the losses associated with these transactions have been classified as discontinued operations in the accompanying unaudited condensed consolidated statement of operations for all periods presented. Assets not sold at September 30, 2012 have been measured at the lower of carrying value or estimated fair value less costs of disposal and have been classified as held for sale in the accompanying unaudited condensed consolidated balance sheet. See Note 5 for a summary of discontinued operations.

Recently issued accounting requirements

In July 2012, the Financial Accounting Standards Board (the “FASB”) issued authoritative guidance related to testing indefinite-lived intangible assets for impairment. The main provisions of the guidance state that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If an entity determines it is not more likely than not that the fair value of an indefinite-lived intangible is less than its carrying amount, then performing the one-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the indefinite-lived intangible asset impairment test. The guidance is effective for all interim and annual reporting periods beginning after September 15, 2012. Early adoption is permitted. The adoption of the guidance is not expected to have a material impact on the Company’s business, financial position, results of operations or liquidity.

In September 2011, the FASB issued authoritative guidance related to testing goodwill for impairment. The main provisions of the guidance state that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step goodwill impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform Step 1 of the goodwill impairment test. The guidance is effective for all interim and annual reporting periods beginning after December 15, 2011. The adoption of the guidance is not expected to have a material impact on the Company’s business, financial position, results of operations or liquidity.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION (Continued)

Recently issued accounting requirements (Continued)

In July 2011, the FASB issued authoritative guidance related to the presentation and disclosure of patient service revenue, provision for bad debts, and the allowance for doubtful accounts for certain healthcare entities. The provisions of the guidance require healthcare entities that recognize significant amounts of patient service revenue at the time services are rendered, even though they do not assess a patient’s ability to pay, to present the provision for bad debts related to those revenues as a deduction from patient service revenue (net of contractual allowances and discounts), as opposed to an operating expense. All other entities would continue to present the provision for bad debts as an operating expense. The guidance is effective for all interim and annual reporting periods beginning after December 15, 2011. The adoption of the guidance did not have an impact on the Company’s business, financial position, results of operations or liquidity.

In June 2011, the FASB issued authoritative guidance related to the presentation of other comprehensive income. The provisions of the guidance state that an entity has the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The statement(s) should be presented with equal prominence to the other primary financial statements. The guidance is effective for all interim and annual reporting periods beginning after December 15, 2011. The adoption of the guidance did not have a material impact on the Company’s business, financial position, results of operations or liquidity.

In December 2011, the FASB amended its authoritative guidance issued in June 2011 related to the presentation of other comprehensive income. The provisions indefinitely defer the requirement to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented, for both interim and annual financial statements. All other requirements of the June 2011 update were not impacted by the amendment which remains effective for all interim and annual reporting periods beginning after December 15, 2011. The adoption of the guidance did not have a material impact on the Company’s business, financial position, results of operations or liquidity.

In May 2011, the FASB issued authoritative guidance related to fair value measurements. The provisions of the guidance result in applying common fair value measurement and disclosure requirements in both United States generally accepted accounting principles and International Financial Reporting Standards. The amendments primarily change the wording used to describe many of the requirements in generally accepted accounting principles for measuring and disclosing information about fair value measurements. The guidance is effective for all interim and annual reporting periods beginning after December 15, 2011. The adoption of the guidance did not have a material impact on the Company’s business, financial position, results of operations or liquidity.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION (Continued)

Equity

The following table sets forth the changes in equity attributable to noncontrolling interests and equity attributable to Kindred stockholders for the nine months ended September 30, 2012 and 2011 (in thousands):


For the nine months ended September 30, 2012:	Redeemable noncontrolling interests			Amounts attributable to Kindred stockholders			Nonredeemable noncontrolling interests			Total equity
Balance at December 31, 2011	$	9,704		$	1,288,921		$	31,620		$	1,320,541
Comprehensive income:
Net income		140			41,259			113			41,372
Other comprehensive income		—			377			—			377

		140			41,636			113			41,749
Shares tendered by employees for statutory tax withholdings upon issuance of common stock		—			(1,856	)		—			(1,856	)
Income tax provision in connection with the issuance of common stock under employee benefit plans		—			(2,453	)		—			(2,453	)
Stock-based compensation amortization		—			8,011			—			8,011
Contribution made by noncontrolling interest		—			—			200			200
Distribution made to noncontrolling interests		(571	)		—			(2,950	)		(2,950	)
Purchase of noncontrolling interests		(2,031	)		1,316			—			1,316
Reclassification of noncontrolling interests		(7,242	)		—			7,242			7,242

Balance at September 30, 2012	$	—		$	1,335,575		$	36,225		$	1,371,800


For the nine months ended September 30, 2011:
Balance at December 31, 2010	$	—		$	1,031,759		$	—		$	1,031,759
Acquired noncontrolling interests		23,869			—			23,990			23,990
Comprehensive income (loss):
Net income (loss)		346			18,350			(526	)		17,824
Other comprehensive loss		—			(1,135	)		—			(1,135	)

		346			17,215			(526	)		16,689
Issuance of common stock in connection with employee benefit plans		—			3,019			—			3,019
Shares tendered by employees for statutory tax withholdings upon issuance of common stock		—			(3,360	)		—			(3,360	)
Income tax benefit in connection with the issuance of common stock under employee benefit plans		—			403			—			403
Stock-based compensation amortization		—			9,611			—			9,611
Equity consideration for RehabCare Merger (as defined in Note 2 below)		—			300,426			—			300,426
Purchase of noncontrolling interests		—			(1,010	)		(6,282	)		(7,292	)
Reclassification of noncontrolling interests		(14,589	)		—			14,589			14,589

Balance at September 30, 2011	$	9,626		$	1,358,063		$	31,771		$	1,389,834

The purchase of redeemable noncontrolling interests for the nine months ended September 30, 2012 resulted from a cash payment of $0.7 million and a gain of $1.3 million that was recorded as an increase to equity.

The reclassification between noncontrolling interests for the nine months ended September 30, 2012 and 2011 resulted from minority ownership interests containing put rights in connection with the RehabCare Merger (as defined in Note 2 below) that expired.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION (Continued)

Derivative financial instruments

In December 2011, the Company entered into two interest rate swap agreements to hedge its floating interest rate on an aggregate of $225.0 million of outstanding Term Loan Facility (as defined in Note 2 below) debt. The interest rate swaps have an effective date of January 9, 2012, and expire on January 11, 2016. The Company is required to make payments based upon a fixed interest rate of 1.8925% calculated on the notional amount of $225.0 million. In exchange, the Company will receive interest on $225.0 million at a variable interest rate that is based upon the three-month London Interbank Offered Rate (“LIBOR”), subject to a minimum rate of 1.5%. The Company determined the interest rate swaps continue to be effective cash flow hedges at September 30, 2012. The fair value of the interest rate swaps recorded in other accrued liabilities was $2.1 million and $0.8 million at September 30, 2012 and December 31, 2011, respectively.

Other information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q of Regulation S-X and do not include all of the disclosures normally required by generally accepted accounting principles or those normally required in annual reports on Form 10-K. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2011 filed with the Securities and Exchange Commission (the “SEC”) on Form 10-K. The accompanying condensed consolidated balance sheet at December 31, 2011 was derived from audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the Company’s customary accounting practices. Management believes that financial information included herein reflects all adjustments necessary for a fair presentation of interim results and, except as otherwise disclosed, all such adjustments are of a normal and recurring nature.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include amounts based upon the estimates and judgments of management. Actual amounts may differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

NOTE 2 – REHABCARE ACQUISITION

On June 1, 2011, the Company completed the acquisition of RehabCare Group, Inc. and its subsidiaries (“RehabCare”) (the “RehabCare Merger”). Upon consummation of the RehabCare Merger, each issued and outstanding share of RehabCare common stock was converted into the right to receive 0.471 of a share of Kindred common stock and $26 per share in cash, without interest (the “Merger Consideration”). Kindred issued approximately 12 million shares of its common stock in connection with the RehabCare Merger. The purchase price totaled $962.8 million and was comprised of $662.4 million in cash and $300.4 million of Kindred common stock at fair value. The Company also assumed $355.7 million of long-term debt in the RehabCare Merger, of which $345.4 million was refinanced on June 1, 2011. The operating results of RehabCare have been included in the accompanying unaudited condensed consolidated financial statements of the Company since June 1, 2011.

At the RehabCare Merger date, the Company acquired 32 LTAC hospitals, five IRFs, approximately 1,200 rehabilitation therapy sites of service and 102 hospital-based inpatient rehabilitation units.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 2 – REHABCARE ACQUISITION (Continued)

Operating results in the third quarter of 2011 included transaction costs totaling $4.0 million and severance costs totaling $1.3 million related to the RehabCare Merger. Operating results for the nine months ended September 30, 2011 included transaction costs totaling $27.0 million, financing costs totaling $13.8 million and severance costs totaling $16.2 million related to the RehabCare Merger. In the accompanying unaudited condensed consolidated statement of operations, transaction costs were included in other operating expenses, financing costs were included in interest expense and severance costs were included in salaries, wages and benefits.

In connection with the RehabCare Merger, the Company entered into a new $650 million senior secured asset-based revolving credit facility (the “ABL Facility”) and a new $700 million senior secured term loan facility (the “Term Loan Facility”) (collectively, the “New Credit Facilities”). The Company also completed the private placement of $550 million of senior notes due 2019 (the “Notes”). The Company used proceeds from the New Credit Facilities and the Notes to pay the Merger Consideration, repay all amounts outstanding under the Company’s and RehabCare’s previous credit facilities and to pay transaction costs. The amounts outstanding under the Company’s and RehabCare’s former credit facilities that were repaid at the RehabCare Merger closing were $390.0 million and $345.4 million, respectively. The New Credit Facilities had an incremental facility capacity in an aggregate amount between the two facilities of $200 million. The Company executed the incremental capacity of $200 million in October 2012. See Note 17.

In connection with the New Credit Facilities and the Notes, the Company paid $46.2 million of lender fees related to debt issuance that were capitalized as deferred financing costs during 2011 and paid $13.1 million of other financing costs that were charged to interest expense during 2011.

Pro forma information

The unaudited pro forma net effect of the RehabCare Merger assuming the acquisition occurred as of January 1, 2010 is as follows (in thousands, except per share amounts):


	Three months ended September 30, 2011		Nine months ended September 30, 2011
Revenues	$	1,514,062	$	4,604,597
Income from continuing operations attributable to Kindred		4,509		66,536
Income attributable to Kindred		5,628		71,106
Earnings per common share:
Basic:
Income from continuing operations	$	0.09	$	1.28
Net income	$	0.11	$	1.37
Diluted:
Income from continuing operations	$	0.09	$	1.27
Net income	$	0.11	$	1.36

The unaudited pro forma financial data has been derived by combining the historical financial results of the Company and the operations acquired in the RehabCare Merger for the period presented. The unaudited pro forma financial data includes transaction, financing and severance costs totaling $79.8 million incurred by both the Company and RehabCare in connection with the RehabCare Merger. These costs have been eliminated from the results of operations for 2011 and were reflected as expenses incurred as of January 1, 2010 for purposes of the pro forma financial presentation. Revenues and earnings before interest, income taxes and transaction-related costs associated with RehabCare aggregated $1.1 billion and $92.5 million, respectively, for the nine months ended September 30, 2012 and aggregated $457.1 million and $40.1 million, respectively, from the date of the RehabCare Merger through September 30, 2011.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 3 – OTHER ACQUISITIONS

The following is a summary of the Company’s other significant acquisition activities. The operating results of the acquired businesses have been included in the accompanying unaudited condensed consolidated financial statements of the Company from the respective acquisition dates. The purchase price of the acquired businesses and acquired leased facilities resulted from negotiations with each of the sellers that were based upon both the historical and expected future cash flows of the respective businesses and real estate values. Each of these acquisitions was financed through operating cash flows or borrowings under the Company’s ABL Facility. Unaudited pro forma financial data related to the acquired businesses have not been presented because the acquisitions are not material, either individually or in the aggregate, to the Company’s consolidated financial statements.

During the third quarter of 2012, the Company acquired two home health and hospice businesses for $71.4 million, which included $12.1 million of accounts receivable, $1.1 million of other assets, $1.4 million of property and equipment, $58.2 million of goodwill, $18.1 million of identifiable intangible assets, $10.4 million of current liabilities, $7.2 million of deferred income tax liabilities and $1.9 million of other long-term liabilities. During the third quarter of 2011, the Company acquired a home health and hospice business for $50.9 million, which included $9.8 million of accounts receivable, $1.4 million of other assets, $0.9 million of property and equipment, $33.9 million of goodwill, $11.2 million of identifiable intangible assets and $6.3 million of deferred income tax and other liabilities.

During the nine months ended September 30, 2012, the Company acquired the real estate of two previously leased hospitals for $67.9 million. Annual rent associated with the hospitals aggregated $5.5 million. During the nine months ended September 30, 2011, the Company acquired the real estate of a previously leased hospital for $8.0 million. Annual rent associated with the hospital aggregated $0.9 million. During the nine months ended September 30, 2011, the Company also acquired a home health company for $9.5 million, which included $0.1 million of property and equipment, $7.5 million of goodwill and $1.9 million of identifiable intangible assets.

The fair value of each of the acquisitions noted above was measured primarily using discounted cash flow methodologies which are considered Level 3 inputs (as described in Note 14).

NOTE 4 – IMPAIRMENT CHARGES

In connection with the planned divestiture of a LTAC hospital, a pretax impairment charge for intangible assets and property and equipment of $3.2 million was recorded in the third quarter of 2012. See Note 14.

On July 29, 2011, the Centers for Medicare and Medicaid Services (“CMS”) issued final rules which, among other things, significantly reduced Medicare payments to nursing centers and changed the reimbursement for the provision of group rehabilitation therapy services to Medicare beneficiaries beginning October 1, 2011 (the “2011 CMS Rules”). In connection with the preparation of the Company’s operating results for the third quarter of 2011, the Company determined that the impact of the 2011 CMS Rules was a triggering event in the third quarter of 2011 and accordingly tested the recoverability of its nursing and rehabilitation centers reporting unit goodwill, intangible assets and property and equipment asset groups impacted by the reduced Medicare payments. The Company recorded pretax impairment charges aggregating $26.7 million in the third quarter of 2011. The charges included $6.1 million of goodwill (which represented the entire nursing and rehabilitation centers reporting unit goodwill) and $20.6 million of property and equipment. The Company recorded pretax impairment charges aggregating $0.7 million and $1.9 million in the third quarter of 2012 and for the nine months ended September 30, 2012, respectively, for necessary property and equipment expenditures in impaired nursing and rehabilitation center asset groups.

These charges reflected the amount by which the carrying value of these assets exceeded their estimated fair value. The impairment charges did not impact the Company’s cash flows or liquidity.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 5 – DISCONTINUED OPERATIONS

In accordance with the authoritative guidance for the impairment or disposal of long-lived assets, the divestitures of unprofitable businesses discussed in Note 1 have been accounted for as discontinued operations. Accordingly, the results of operations of these businesses for all periods presented and the losses associated with these transactions have been classified as discontinued operations, net of income taxes, in the accompanying unaudited condensed consolidated statement of operations. At September 30, 2012, the Company held for sale two hospitals.

A summary of discontinued operations follows (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Revenues	$	185		$	848		$	519		$	1,025

Salaries, wages and benefits		(6	)		(77	)		(198	)		(393	)
Supplies		—			2			3			(1	)
Rent		33			28			92			86
Other operating expenses (income)		82			(924	)		389			(1,149	)
Depreciation		—			—			—			—
Interest expense		—			—			—			—
Investment income		—			—			—			—

		109			(971	)		286			(1,457	)

Income from operations before income taxes		76			1,819			233			2,482
Provision for income taxes		29			700			90			955

Income from operations		47			1,119			143			1,527
Loss on divestiture of operations, net of income taxes		(349	)		—			(349	)		—

	$	(302	)	$	1,119		$	(206	)	$	1,527

The following table sets forth certain discontinued operating data by business segment (in thousands):


	Three months ended September 30,					Nine months ended September 30,
	2012			2011		2012			2011
Revenues:
Hospital division	$	18		$	846	$	219		$	822
Nursing center division		167			2		300			203

	$	185		$	848	$	519		$	1,025

Operating income (loss):
Hospital division	$	(249	)	$	633	$	(620	)	$	(65	)
Nursing center division		358			1,214		945			2,633

	$	109		$	1,847	$	325		$	2,568

Rent:
Hospital division	$	33		$	28	$	91		$	86
Nursing center division		—			—		1			—

	$	33		$	28	$	92		$	86

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 5 – DISCONTINUED OPERATIONS (Continued)

A summary of the net assets held for sale follows (in thousands):


	September 30, 2012			December 31, 2011
Long-term assets:
Property and equipment, net	$	4,096		$	5,607
Other		7			5

		4,103			5,612
Current liabilities (included in other accrued liabilities)		(10	)		(118	)

	$	4,093		$	5,494

NOTE 6 – REVENUES

Revenues are recorded based upon estimated amounts due from patients and third party payors for healthcare services provided, including anticipated settlements under reimbursement agreements with Medicare, Medicaid, Medicare Advantage and other third party payors.

A summary of revenues by payor type follows (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Medicare	$	628,385		$	629,279		$	1,949,367		$	1,761,847
Medicaid		268,869			269,804			798,291			791,933
Medicare Advantage		116,385			111,322			353,364			304,777
Other		596,588			583,406			1,800,100			1,378,835

		1,610,227			1,593,811			4,901,122			4,237,392
Eliminations		(84,435	)		(79,749	)		(259,532	)		(238,317	)

	$	1,525,792		$	1,514,062		$	4,641,590		$	3,999,075

NOTE 7 – EARNINGS PER SHARE

Earnings per common share are based upon the weighted average number of common shares outstanding during the respective periods. The diluted calculation of earnings per common share includes the dilutive effect of stock options. The Company follows the provisions of the authoritative guidance for determining whether instruments granted in share-based payment transactions are participating securities, which requires that unvested restricted stock that entitles the holder to receive nonforfeitable dividends before vesting be included as a participating security in the basic and diluted earnings per common share calculation pursuant to the two-class method.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 7 – EARNINGS PER SHARE (Continued)

A computation of earnings per common share follows (in thousands, except per share amounts):


	Three months ended September 30,												Nine months ended September 30,
	2012						2011						2012						2011
	Basic			Diluted			Basic			Diluted			Basic			Diluted			Basic			Diluted
Earnings:
Amounts attributable to Kindred stockholders:
Income from continuing operations:
As reported in Statement of Operations	$	7,868		$	7,868		$	666		$	666		$	41,465		$	41,465		$	16,823		$	16,823
Allocation to participating unvested restricted stockholders		(200	)		(200	)		(10	)		(10	)		(874	)		(873	)		(287	)		(284	)

Available to common stockholders	$	7,668		$	7,668		$	656		$	656		$	40,591		$	40,592		$	16,536		$	16,539

Discontinued operations, net of income taxes:
Income from operations:
As reported in Statement of Operations	$	47		$	47		$	1,119		$	1,119		$	143		$	143		$	1,527		$	1,527
Allocation to participating unvested restricted stockholders		(1	)		(1	)		(17	)		(17	)		(3	)		(3	)		(26	)		(26	)

Available to common stockholders	$	46		$	46		$	1,102		$	1,102		$	140		$	140		$	1,501		$	1,501

Loss on divestiture of operations:
As reported in Statement of Operations	$	(349	)	$	(349	)	$	—		$	—		$	(349	)	$	(349	)	$	—		$	—
Allocation to participating unvested restricted stockholders		9			9			—			—			7			7			—			—

Available to common stockholders	$	(340	)	$	(340	)	$	—		$	—		$	(342	)	$	(342	)	$	—		$	—

Net income:
As reported in Statement of Operations	$	7,566		$	7,566		$	1,785		$	1,785		$	41,259		$	41,259		$	18,350		$	18,350
Allocation to participating unvested restricted stockholders		(192	)		(192	)		(27	)		(27	)		(870	)		(869	)		(313	)		(310	)

Available to common stockholders	$	7,374		$	7,374		$	1,758		$	1,758		$	40,389		$	40,390		$	18,037		$	18,040

Shares used in the computation:
Weighted average shares outstanding–basic computation		51,676			51,676			51,329			51,329			51,648			51,648			44,577			44,577

Dilutive effect of employee stock options					33						77						27						357

Adjusted weighted average shares outstanding–diluted computation					51,709						51,406						51,675						44,934

Earnings per common share:
Income from continuing operations	$	0.15		$	0.15		$	0.01		$	0.01		$	0.79		$	0.79		$	0.37		$	0.37
Discontinued operations:
Income from operations		—			—			0.02			0.02			—			—			0.03			0.03
Loss on divestiture of operations		(0.01	)		(0.01	)		—			—			(0.01	)		(0.01	)	$	—		$	—

Net income	$	0.14		$	0.14		$	0.03		$	0.03		$	0.78		$	0.78		$	0.40		$	0.40

Number of antidilutive stock options excluded from shares used in the diluted earnings per common share computation					1,710						2,769						1,710						1,226

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 8 – BUSINESS SEGMENT DATA

The Company is organized into four operating divisions: the hospital division, the nursing center division, the rehabilitation division and the home health and hospice division. The expansion of the Company’s home health and hospice operations and changes to the Company’s organizational structure have led the Company to segregate its home health and hospice business into a separate division. The Company’s home health and hospice division was previously included in the rehabilitation division. Based upon the authoritative guidance for business segments and after giving consideration to the Company’s business segments after the RehabCare Merger, the operating divisions represent five reportable operating segments, including (1) hospitals, (2) skilled nursing and rehabilitation centers, (3) skilled nursing-based rehabilitation contract therapy services, (4) hospital-based rehabilitation contract therapy services and (5) home health and hospice services. These reportable operating segments are consistent with information used by the Company’s Chief Executive Officer and Chief Operating Officer to assess performance and allocate resources. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. Prior period segment information has been restated to conform with the current period presentation.

For segment purposes, the Company defines operating income as earnings before interest, income taxes, depreciation, amortization and rent. Operating income reported for each of the Company’s operating segments excludes impairment charges, transaction costs and the allocation of corporate overhead.

Operating income for the hospital division for the nine months ended September 30, 2012 included severance costs of $2.6 million and other miscellaneous costs of $2.3 million incurred in connection with the closing of a regional office and four LTAC hospitals and the cancellation of a sub-acute unit project, and $5.0 million for employment-related lawsuits.

Operating income for the nursing center division in the third quarter of 2012 and for the nine months ended September 30, 2012 included employee retention costs of $0.6 million and $1.3 million, respectively, incurred in connection with the decision to allow the leases to expire for 54 nursing and rehabilitation centers leased from Ventas, Inc. (“Ventas”).

Rent expense for the hospital division included $0.6 million and $3.5 million in the third quarter of 2012 and for the nine months ended September 30, 2012, respectively, incurred in connection with the closing of four LTAC hospitals.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 8 – BUSINESS SEGMENT DATA (Continued)

The following table sets forth certain data by business segment (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Revenues:
Hospital division	$	714,738		$	684,781		$	2,209,980		$	1,837,180
Nursing center division		534,188			571,226			1,614,151			1,706,897
Rehabilitation division:
Skilled nursing rehabilitation services		253,459			252,574			764,097			528,438
Hospital rehabilitation services		71,899			69,811			219,647			130,592

		325,358			322,385			983,744			659,030
Home health and hospice division		35,943			15,419			93,247			34,285

		1,610,227			1,593,811			4,901,122			4,237,392
Eliminations:
Skilled nursing rehabilitation services		(55,534	)		(57,922	)		(171,023	)		(172,590	)
Hospital rehabilitation services		(27,097	)		(20,528	)		(83,169	)		(62,459	)
Nursing and rehabilitation centers		(1,804	)		(1,299	)		(5,340	)		(3,268	)

		(84,435	)		(79,749	)		(259,532	)		(238,317	)

	$	1,525,792		$	1,514,062		$	4,641,590		$	3,999,075

Income from continuing operations:
Operating income (loss):
Hospital division	$	138,762		$	125,701		$	440,942		$	342,551
Nursing center division		70,928			89,592			207,466			270,474
Rehabilitation division:
Skilled nursing rehabilitation services		19,659			27,575			56,794			52,712
Hospital rehabilitation services		16,977			15,606			50,953			28,971

		36,636			43,181			107,747			81,683
Home health and hospice division		3,645			1,107			8,775			650
Corporate:
Overhead		(45,883	)		(48,806	)		(133,334	)		(130,922	)
Insurance subsidiary		(545	)		(750	)		(1,627	)		(1,772	)

		(46,428	)		(49,556	)		(134,961	)		(132,694	)
Impairment charges		(3,911	)		(26,712	)		(5,107	)		(26,712	)
Transaction costs		(482	)		(6,537	)		(1,564	)		(45,567	)

Operating income		199,150			176,776			623,298			490,385
Rent		(108,449	)		(105,511	)		(323,958	)		(292,641	)
Depreciation and amortization		(50,600	)		(46,947	)		(149,092	)		(117,367	)
Interest, net		(26,439	)		(25,753	)		(79,166	)		(53,886	)

Income (loss) from continuing operations before income taxes		13,662			(1,435	)		71,082			26,491
Provision (benefit) for income taxes		5,753			(2,342	)		29,364			9,848

	$	7,909		$	907		$	41,718		$	16,643

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 8 – BUSINESS SEGMENT DATA (Continued)


	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Rent:
Hospital division	$	55,391	$	52,737	$	165,477	$	137,033
Nursing center division		50,290		49,862		150,457		148,808
Rehabilitation division:
Skilled nursing rehabilitation services		1,309		1,811		4,060		4,860
Hospital rehabilitation services		2		95		119		156

		1,311		1,906		4,179		5,016
Home health and hospice division		805		358		2,029		798
Corporate		652		648		1,816		986

	$	108,449	$	105,511	$	323,958	$	292,641

Depreciation and amortization:
Hospital division	$	23,110	$	21,612	$	68,579	$	52,462
Nursing center division		13,564		12,655		39,534		37,486
Rehabilitation division:
Skilled nursing rehabilitation services		2,791		2,699		8,143		4,574
Hospital rehabilitation services		2,328		2,372		6,975		3,288

		5,119		5,071		15,118		7,862
Home health and hospice division		1,137		324		2,960		547
Corporate		7,670		7,285		22,901		19,010

	$	50,600	$	46,947	$	149,092	$	117,367

Capital expenditures, excluding acquisitions (including discontinued operations):
Hospital division:
Routine	$	9,015	$	12,919	$	28,455	$	36,872
Development		14,334		39,964		35,572		54,164

		23,349		52,883		64,027		91,036

Nursing center division:
Routine		4,965		10,572		12,611		26,727
Development		843		4,113		2,603		15,140

		5,808		14,685		15,214		41,867

Rehabilitation division:
Skilled nursing rehabilitation services:
Routine		707		255		1,602		669
Development		—		—		—		—

		707		255		1,602		669

Hospital rehabilitation services:
Routine		125		81		231		178
Development		—		—		—		—

		125		81		231		178

Home health and hospice division:
Routine		160		41		429		99
Development		—		75		—		266

		160		116		429		365

Corporate:
Information systems		10,842		11,516		32,901		29,089
Other		125		1,211		575		1,629

	$	41,116	$	80,747	$	114,979	$	164,833

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 8 – BUSINESS SEGMENT DATA (Continued)


	September 30, 2012		December 31, 2011
Assets at end of period:
Hospital division	$	2,115,518	$	2,056,103
Nursing center division		615,364		638,078
Rehabilitation division:
Skilled nursing rehabilitation services		452,105		425,499
Hospital rehabilitation services		338,614		347,491

		790,719		772,990
Home health and hospice division		200,771		104,374
Corporate		575,455		566,948

	$	4,297,827	$	4,138,493

Goodwill:
Hospital division	$	747,777	$	745,411
Rehabilitation division:
Skilled nursing rehabilitation services		107,899		107,026
Hospital rehabilitation services		168,019		167,753

		275,918		274,779
Home health and hospice division		123,106		64,465

	$	1,146,801	$	1,084,655

NOTE 9 – INSURANCE RISKS

The Company insures a substantial portion of its professional liability risks and workers compensation risks through its wholly owned limited purpose insurance subsidiary. Provisions for loss for these risks are based upon management’s best available information including actuarially determined estimates.

The allowance for professional liability risks includes an estimate of the expected cost to settle reported claims and an amount, based upon past experiences, for losses incurred but not reported. These liabilities are necessarily based upon estimates and, while management believes that the provision for loss is adequate, the ultimate liability may be in excess of, or less than, the amounts recorded. To the extent that expected ultimate claims costs vary from historical provisions for loss, future earnings will be charged or credited.

The provision for loss for insurance risks, including the cost of coverage maintained with unaffiliated commercial insurance carriers, follows (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Professional liability:
Continuing operations	$	19,261		$	15,953		$	58,828		$	50,584
Discontinued operations		(128	)		(897	)		(372	)		(1,718	)
Workers compensation:
Continuing operations	$	15,633		$	15,908		$	46,428		$	43,057
Discontinued operations		(55	)		(120	)		(343	)		(640	)

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 9 – INSURANCE RISKS (Continued)

A summary of the assets and liabilities related to insurance risks included in the accompanying unaudited condensed consolidated balance sheet follows (in thousands):


	September 30, 2012						December 31, 2011
	Professional liability		Workers compensation		Total		Professional liability		Workers compensation		Total
Assets:
Current:
Insurance subsidiary investments	$	47,898	$	31,744	$	79,642	$	44,678	$	25,747	$	70,425
Reinsurance recoverables		3,632		—		3,632		323		—		323
Other		—		150		150		—		150		150

		51,530		31,894		83,424		45,001		25,897		70,898
Non-current:
Insurance subsidiary investments		51,934		66,322		118,256		39,048		71,179		110,227
Reinsurance and other recoverables		54,422		75,006		129,428		44,356		64,704		109,060
Deposits		3,977		1,574		5,551		3,643		1,623		5,266
Other		—		41		41		—		42		42

		110,333		142,943		253,276		87,047		137,548		224,595

	$	161,863	$	174,837	$	336,700	$	132,048	$	163,445	$	295,493

Liabilities:
Allowance for insurance risks:
Current	$	48,931	$	36,095	$	85,026	$	46,010	$	32,198	$	78,208
Non-current		236,296		153,995		390,291		217,717		138,489		356,206

	$	285,227	$	190,090	$	475,317	$	263,727	$	170,687	$	434,414

Provisions for loss for professional liability risks retained by the Company’s limited purpose insurance subsidiary have been discounted based upon actuarial estimates of claim payment patterns using a discount rate of 1% to 5% depending upon the policy year. The discount rate was 1% for the 2012 and 2011 policy years. The discount rates are based upon the risk free interest rate for the respective year. Amounts equal to the discounted loss provision are funded annually. The Company does not fund the portion of professional liability risks related to estimated claims that have been incurred but not reported. Accordingly, these liabilities are not discounted. If the Company did not discount any of the allowances for professional liability risks, these balances would have approximated $287.8 million at September 30, 2012 and $266.5 million at December 31, 2011.

Provisions for loss for workers compensation risks retained by the Company’s limited purpose insurance subsidiary are not discounted and amounts equal to the loss provision are funded annually.

NOTE 10 – INSURANCE SUBSIDIARY INVESTMENTS

The Company maintains investments, consisting principally of cash and cash equivalents, debt securities, equities and certificates of deposit for the payment of claims and expenses related to professional liability and workers compensation risks. These investments have been categorized as available-for-sale and are reported at fair value.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 10 – INSURANCE SUBSIDIARY INVESTMENTS (Continued)

The cost for equities, amortized cost for debt securities and estimated fair value of the Company’s insurance subsidiary investments follows (in thousands):


	September 30, 2012									December 31, 2011
	Cost		Unrealized gains		Unrealized losses			Fair value		Cost		Unrealized gains		Unrealized losses			Fair value
Cash and cash equivalents (a)	$	134,048	$	—	$	—		$	134,048	$	118,877	$	—	$	—		$	118,877
Debt securities:
Corporate bonds		22,683		158		(12	)		22,829		23,134		163		(48	)		23,249
Debt securities issued by U.S. government agencies		17,509		116		—			17,625		18,173		120		(5	)		18,288
U.S. Treasury notes		4,320		5		—			4,325		3,867		10		—			3,877
Debt securities issued by foreign governments		625		1		—			626		625		8		—			633
Commercial mortgage-backed securities		—		—		—			—		137		6		—			143

		45,137		280		(12	)		45,405		45,936		307		(53	)		46,190
Equities by industry:
Consumer		2,171		797		(37	)		2,931		2,171		329		(45	)		2,455
Industrials		2,039		327		(82	)		2,284		2,039		248		(111	)		2,176
Technology		1,482		300		(103	)		1,679		1,482		215		(99	)		1,598
Healthcare		1,474		167		(16	)		1,625		1,474		77		(72	)		1,479
Financial services		1,419		250		(137	)		1,532		1,419		89		(227	)		1,281
Other		2,554		711		(175	)		3,090		2,554		345		(209	)		2,690

		11,139		2,552		(550	)		13,141		11,139		1,303		(763	)		11,679
Certificates of deposit		5,302		2		—			5,304		3,905		3		(2	)		3,906

	$	195,626	$	2,834	$	(562	)	$	197,898	$	179,857	$	1,613	$	(818	)	$	180,652

(a)	Includes $2.2 million of money market funds at both September 30, 2012 and December 31, 2011.

The Company’s investment policy governing insurance subsidiary investments precludes the investment portfolio managers from selling any security at a loss without prior authorization from the Company. The investment managers also limit the exposure to any one issue, issuer or type of investment. The Company intends, and has the ability, to hold insurance subsidiary investments for a long duration without the necessity of selling securities to fund the underwriting needs of its insurance subsidiary. This ability to hold securities allows sufficient time for recovery of temporary declines in the market value of equity securities and the par value of debt securities as of their stated maturity date.

The Company considered the severity and duration of its unrealized losses at September 30, 2012 for various investments held in its insurance subsidiary investment portfolio and determined that these unrealized losses were temporary and did not record any impairment losses related to these investments. The Company considered the severity and duration of its unrealized losses at September 30, 2011 and recognized a $0.2 million pretax other-than-temporary impairment in the third quarter of 2011 for various investments held in its insurance subsidiary investment portfolio.

As a result of deterioration in professional liability and workers compensation underwriting results of the Company’s limited purpose insurance subsidiary in 2011, the Company made a capital contribution of $8.6 million during the nine months ended September 30, 2012 to its limited purpose insurance subsidiary. Conversely, as a result of improved professional liability underwriting results of the Company’s limited purpose insurance subsidiary in 2010, the Company received a distribution of $3.5 million during the nine months ended September 30, 2011 from its limited purpose insurance subsidiary. These transactions were completed in accordance with applicable regulations. Neither the capital contribution nor the distribution had any impact on earnings.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 11 – LEASES

On April 27, 2012, the Company provided Ventas with notices to renew the master lease agreements for 19 nursing and rehabilitation centers and six LTAC hospitals (collectively, the “Renewal Facilities”) for an additional five years. The current lease term for the Renewal Facilities is scheduled to expire in April 2013.

Under its master lease agreements with Ventas, the Company had 73 nursing and rehabilitation centers and 16 LTAC hospitals within ten separate renewal bundles subject to lease renewals. Each renewal bundle contains both nursing and rehabilitation centers and LTAC hospitals. The master lease agreements require that the Company renew all or none of the facilities within a renewal bundle.

The Company has renewed three renewal bundles containing the Renewal Facilities. The Renewal Facilities contain 2,178 licensed nursing and rehabilitation center beds and 616 licensed hospital beds and generated revenues of approximately $434 million for the year ended December 31, 2011. The current annual rent for the Renewal Facilities approximates $46 million.

The Company did not renew seven renewal bundles containing 54 nursing and rehabilitation centers and ten LTAC hospitals. These facilities contain 6,140 licensed nursing and rehabilitation center beds and 1,066 licensed hospital beds and generated revenues of approximately $790 million for the year ended December 31, 2011. The current annual rent for these facilities approximates $77 million.

On May 24, 2012, the Company entered into a new master lease agreement with Ventas for the ten LTAC hospitals that the Company had previously announced it did not intend to renew. The new master lease agreement will be effective on May 1, 2013 and will have a term of ten years with three five-year renewal options. The annual rent for the new lease will be $28 million and is subject to annual increases based on the increase in the consumer price index (subject to an annual 4% cap). The current annual rent for these ten LTAC hospitals approximates $22 million. These ten LTAC hospitals contain 1,066 licensed hospital beds and generated revenues of approximately $276 million for the year ended December 31, 2011. The terms of the new master lease agreement are substantially similar to the terms of the other master lease agreements between Kindred and Ventas.

On May 24, 2012, the Company and Ventas also entered into a separate agreement to provide Ventas with more flexibility to accelerate the transfer of the 54 nursing and rehabilitation centers currently leased by the Company that are scheduled to expire on April 30, 2013. The Company will continue to operate these nursing and rehabilitation centers and include them in its results from continuing operations through the expiration of the lease term in April 2013.

NOTE 12 – INCOME TAXES

The provision for income taxes in the third quarter of 2011 and for the nine months ended September 30, 2011 included a favorable adjustment of $3.3 million related to the resolution of certain income tax contingencies from prior years.

The federal statute of limitations remains open for tax years 2009 through 2011. In July 2011, the Company resolved federal income tax audits for the 2007 through 2009 tax years. The Company is currently under examination by the Internal Revenue Service (the “IRS”) for the 2010 through 2012 tax years. The Company has been accepted into the IRS’s Compliance Assurance Process (“CAP”) for the 2012 tax year. CAP is an enhanced, real-time review of a company’s tax positions and compliance. The Company expects participation in CAP to improve the timeliness of its federal tax examinations.

State jurisdictions generally have statutes of limitations ranging from three to five years. The state impact of federal income tax changes remains subject to examination by various states for a period of up to one year after formal notification to the states. Currently, the Company has various state income tax returns under examination.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 13 – CONTINGENCIES

Management continually evaluates contingencies based upon the best available information. In addition, allowances for losses are provided currently for disputed items that have continuing significance, such as certain third party reimbursements and deductions that continue to be claimed in current cost reports and tax returns.

Management believes that allowances for losses have been provided to the extent necessary and that its assessment of contingencies is reasonable.

Principal contingencies are described below:

Revenues—Certain third party payments are subject to examination by agencies administering the various reimbursement programs. The Company is contesting certain issues raised in audits of prior year cost reports.

Professional liability risks—The Company has provided for losses for professional liability risks based upon management’s best available information including actuarially determined estimates. Ultimate claims costs may differ from the provisions for loss. See Note 9.

Income taxes—The Company is subject to various federal and state income tax audits in the ordinary course of business. Such audits could result in increased tax payments, interest and penalties.

Litigation—The Company is a party to various legal actions (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of business. The Company cannot predict the ultimate outcome of pending litigation and regulatory and other governmental audits and investigations. These matters could potentially subject the Company to sanctions, damages, recoupments, fines and other penalties. The U.S. Department of Justice (the “DOJ”), CMS or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future which may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations and liquidity. See Note 16.

Other indemnifications—In the ordinary course of business, the Company enters into contracts containing standard indemnification provisions and indemnifications specific to a transaction, such as a disposal of an operating facility. These indemnifications may cover claims related to employment-related matters, governmental regulations, environmental issues and tax matters, as well as patient, third party payor, supplier and contractual relationships. Obligations under these indemnities generally are initiated by a breach of the terms of a contract or by a third party claim or event.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 14 – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The Company follows the provisions of the authoritative guidance for fair value measurements, which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance related to fair value measures establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:


Level 1		Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as certain U.S. Treasury, other U.S. Government and agency asset backed debt securities that are highly liquid and are actively traded in over-the-counter markets.

Level 2		Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 14 – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

The Company’s assets and liabilities measured at fair value on a recurring and non-recurring basis and any associated losses are summarized below (in thousands):


	Fair value measurements							Assets/liabilities at fair value			Total losses
	Level 1		Level 2			Level 3		Assets/liabilities at fair value			Total losses
September 30, 2012:
Recurring:
Assets:
Available-for-sale debt securities:
Corporate bonds	$	—	$	22,829		$	—	$	22,829		$	—
Debt securities issued by U.S. government agencies		—		17,625			—		17,625			—
U.S. Treasury notes		4,325		—			—		4,325			—
Debt securities issued by foreign governments		—		626			—		626			—

		4,325		41,080			—		45,405			—
Available-for-sale equity securities		13,141		—			—		13,141			—
Money market funds		5,974		—			—		5,974			—
Certificates of deposit		—		5,304			—		5,304			—

Total available-for-sale investments		23,440		46,384			—		69,824			—
Deposits held in money market funds		348		3,977			—		4,325			—

	$	23,788	$	50,361		$	—	$	74,149		$	—

Liabilities:
Interest rate swaps	$	—	$	(2,103	)	$	—	$	(2,103	)	$	—

Non-recurring:
Assets:
Hospital available for sale	$	—	$	—		$	107	$	107		$	(569	)
Property and equipment		—		—			366		366			(2,577	)
Intangible assets—Medicare license		—		—			632		632			(2,530	)

	$	—	$	—		$	1,105	$	1,105		$	(5,676	)

Liabilities	$	—	$	—		$	—	$	—		$	—

December 31, 2011:
Recurring:
Assets:
Available-for-sale debt securities:
Corporate bonds	$	—	$	23,249		$	—	$	23,249		$	—
Debt securities issued by U.S. government agencies		—		18,288			—		18,288			—
U.S. Treasury notes		3,877		—			—		3,877			—
Debt securities issued by foreign governments		—		633			—		633			—
Commercial mortgage-backed securities		—		143			—		143			—

		3,877		42,313			—		46,190			—
Available-for-sale equity securities		11,679		—			—		11,679			—
Money market funds		6,263		—			—		6,263			—
Certificates of deposit		—		3,906			—		3,906			—

Total available-for-sale investments		21,819		46,219			—		68,038			—
Deposits held in money market funds		353		3,643			—		3,996			—

	$	22,172	$	49,862		$	—	$	72,034		$	—

Liabilities:
Interest rate swaps	$	—	$	(815	)	$	—	$	(815	)	$	—

Non-recurring:
Assets:
Hospital available for sale	$	—	$	—		$	1,200	$	1,200		$	(1,490	)
Property and equipment		—		—			6,604		6,604			(22,836	)
Goodwill—nursing and rehabilitation centers		—		—			—		—			(6,080	)
Goodwill—skilled nursing rehabilitation services		—		—			107,026		107,026			(45,999	)
Intangible assets—certificates of need		—		—			1,000		1,000			(54,366	)

	$	—	$	—		$	115,830	$	115,830		$	(130,771	)

Liabilities	$	—	$	—		$	—	$	—		$	—

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 14 – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

Recurring measurements

The Company’s available-for-sale investments held by its limited purpose insurance subsidiary consist of debt securities, equities, money market funds and certificates of deposit. These available-for-sale investments and the insurance subsidiary’s cash and cash equivalents of $131.8 million as of September 30, 2012 and $116.7 million as of December 31, 2011, classified as insurance subsidiary investments, are maintained for the payment of claims and expenses related to professional liability and workers compensation risks.

The Company also has available-for-sale investments totaling $3.7 million related to a deferred compensation plan that is maintained for certain of the Company’s current and former employees.

The fair value of actively traded debt and equity securities and money market funds are based upon quoted market prices and are generally classified as Level 1. The fair value of inactively traded debt securities and certificates of deposit are based upon either quoted market prices of similar securities or observable inputs such as interest rates using either a market or income valuation approach and are generally classified as Level 2. The Company’s investment advisors obtain and review pricing for each security. The Company is responsible for the determination of fair value and as such the Company reviews the pricing information from its advisors in determining reasonable estimates of fair value. Based upon the Company’s internal review procedures, there were no adjustments to the prices during the three or nine months ended September 30, 2012 or September 30, 2011.

The Company’s deposits held in money market funds consist primarily of cash and cash equivalents held for general corporate purposes.

The fair value of the derivative liability associated with the interest rate swaps is estimated using industry-standard valuation models, which are Level 2 measurements. Such models project future cash flows and discount the future amounts to a present value using market-based observable inputs, including interest rate curves.

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments. The carrying value is equal to fair value for financial instruments that are based upon quoted market prices or current market rates. The Company’s long-term debt is based upon Level 2 inputs.


	September 30, 2012				December 31, 2011
(In thousands)	Carrying value		Fair value		Carrying value		Fair value
Cash and cash equivalents	$	35,695	$	35,695	$	41,561	$	41,561
Cash–restricted		5,344		5,344		5,551		5,551
Insurance subsidiary investments		197,898		197,898		180,652		180,652
Tax refund escrow investments		207		207		211		211
Long-term debt, including amounts due within one year (excluding capital lease obligations totaling $1.5 million and $3.9 million at September 30, 2012 and December 31, 2011, respectively)		1,618,211		1,599,741		1,538,557		1,406,751

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 14 – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

Non-recurring measurements

At September 30, 2012, the Company reviewed the indefinite-lived and long-lived assets related to the planned divestiture and pending offer for a LTAC hospital and determined its indefinite-lived Medicare license and property and equipment were impaired. As a result, the Company recorded a pretax impairment charge of $3.2 million in the third quarter of 2012. The impairment charge did not impact the Company’s cash flows or liquidity. The fair value of the assets were measured using a Level 3 input of the pending offer.

In September 2012, the Company reduced the fair value of a hospital held for sale based upon a pending offer, which resulted in a pretax loss of $0.5 million recorded in discontinued operations. The primary reason for the reduction was the general deterioration in the real estate market where the hospital is located. The fair value of the asset was measured using a Level 3 input of the pending offer.

On July 29, 2011, CMS issued the 2011 CMS Rules. In connection with the preparation of the Company’s operating results for the third quarter of 2011, the Company determined that the impact of the 2011 CMS Rules was a triggering event in the third quarter of 2011 and accordingly tested the recoverability of its nursing and rehabilitation centers reporting unit goodwill, intangible assets and property and equipment asset groups impacted by the reduced Medicare payments. The Company recorded pretax impairment charges aggregating $26.7 million in the third quarter of 2011. The charges included $6.1 million of goodwill (which represented the entire nursing and rehabilitation centers reporting unit goodwill) and $20.6 million of property and equipment. The Company recorded pretax impairment charges aggregating $0.7 million and $1.9 million in the third quarter of 2012 and for the nine months ended September 30, 2012, respectively, for necessary property and equipment expenditures in impaired nursing and rehabilitation center asset groups. These charges reflected the amount by which the carrying value of certain assets exceeded their estimated fair value. The fair value of goodwill was measured using both Level 2 and Level 3 inputs such as discounted cash flows, market multiple analysis, replacement costs and sales comparison methodologies. The fair value of property and equipment was measured using Level 3 inputs such as replacement costs factoring in depreciation, economic obsolesce and inflation trends.

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The accompanying unaudited condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The Company’s Notes issued on June 1, 2011 are fully and unconditionally guaranteed, subject to certain customary release provisions, by substantially all of the Company’s domestic 100% owned subsidiaries. The equity method has been used with respect to the parent company’s investment in subsidiaries.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

The following unaudited condensed consolidating financial data presents the financial position of the parent company/issuer, the guarantor subsidiaries and the non-guarantor subsidiaries as of September 30, 2012 and December 31, 2011, and the respective results of operations and cash flows for the three and nine months ended September 30, 2012 and September 30, 2011.

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)


	Three months ended September 30, 2012
(In thousands)	Parent company/ issuer			Guarantor subsidiaries			Non-guarantor subsidiaries			Consolidating and eliminating adjustments			Consolidated
Revenues	$	—		$	1,432,310		$	118,594		$	(25,112	)	$	1,525,792

Salaries, wages and benefits		—			866,926			45,998			—			912,924
Supplies		—			97,762			8,832			—			106,594
Rent		—			100,877			7,572			—			108,449
Other operating expenses		1			283,278			47,821			(25,112	)		305,988
Other income		—			(2,775	)		—			—			(2,775	)
Impairment charges		—			3,911			—			—			3,911
Depreciation and amortization		—			48,015			2,585			—			50,600
Management fees		—			(2,994	)		2,994			—			—
Intercompany interest (income) expense from affiliates		(26,840	)		23,556			3,284			—			—
Interest expense (income)		26,544			(4,895	)		5,019			—			26,668
Investment income		—			(39	)		(190	)		—			(229	)
Equity in net income of consolidating affiliates		(7,356	)		—			—			7,356			—

		(7,651	)		1,413,622			123,915			(17,756	)		1,512,130

Income (loss) from continuing operations before income taxes		7,651			18,688			(5,321	)		(7,356	)		13,662
Provision for income taxes		85			5,484			184			—			5,753

Income (loss) from continuing operations		7,566			13,204			(5,505	)		(7,356	)		7,909
Discontinued operations, net of income taxes:
Income from operations		—			47			—			—			47
Loss on divestiture of operations		—			(349	)		—			—			(349	)

Loss from discontinued operations		—			(302	)		—			—			(302	)

Net income (loss)		7,566			12,902			(5,505	)		(7,356	)		7,607
Earnings attributable to noncontrolling interests		—			—			(41	)		—			(41	)

Income (loss) attributable to Kindred	$	7,566		$	12,902		$	(5,546	)	$	(7,356	)	$	7,566

Comprehensive income (loss)	$	7,919		$	12,902		$	(5,142	)	$	(7,719	)	$	7,960

Comprehensive income (loss) attributable to Kindred	$	7,919		$	12,902		$	(5,183	)	$	(7,719	)	$	7,919

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) (Continued)


	Three months ended September 30, 2011
(In thousands)	Parent company/ issuer			Guarantor subsidiaries			Non-guarantor subsidiaries			Consolidating and eliminating adjustments			Consolidated
Revenues	$	—		$	1,424,647		$	111,847		$	(22,432	)	$	1,514,062

Salaries, wages and benefits		130			860,448			39,992			—			900,570
Supplies		—			98,846			8,668			—			107,514
Rent		—			97,901			7,610			—			105,511
Other operating expenses		23			284,598			43,116			(22,432	)		305,305
Other income		—			(2,815	)		—			—			(2,815	)
Impairment charges		—			26,712			—			—			26,712
Depreciation and amortization		—			43,865			3,082			—			46,947
Management fees		—			(3,469	)		3,469			—			—
Intercompany interest (income) expense from affiliates		(26,379	)		22,409			3,970			—			—
Interest expense		25,454			123			213			—			25,790
Investment (income) loss		—			(4,621	)		4,584			—			(37	)
Equity in net income of consolidating affiliates		(1,282	)		—			—			1,282			—

		(2,054	)		1,423,997			114,704			(21,150	)		1,515,497

Income (loss) from continuing operations before income taxes		2,054			650			(2,857	)		(1,282	)		(1,435	)
Provision (benefit) for income taxes		269			(2,621	)		10			—			(2,342	)

Income (loss) from continuing operations		1,785			3,271			(2,867	)		(1,282	)		907
Income from discontinued operations, net of income taxes		—			1,119			—			—			1,119

Net income (loss)		1,785			4,390			(2,867	)		(1,282	)		2,026
Earnings attributable to noncontrolling interests		—			—			(241	)		—			(241	)

Income (loss) attributable to Kindred	$	1,785		$	4,390		$	(3,108	)	$	(1,282	)	$	1,785

Comprehensive income (loss)	$	468		$	4,390		$	(4,184	)	$	35		$	709

Comprehensive income (loss) attributable to Kindred	$	468		$	4,390		$	(4,425	)	$	35		$	468

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) (Continued)


	Nine months ended September 30, 2012
(In thousands)	Parent company/ issuer			Guarantor subsidiaries			Non-guarantor subsidiaries			Consolidating and eliminating adjustments			Consolidated
Revenues	$	—		$	4,355,502		$	361,423		$	(75,335	)	$	4,641,590

Salaries, wages and benefits		70			2,634,490			130,772			—			2,765,332
Supplies		—			298,156			27,971			—			326,127
Rent		—			300,982			22,976			—			323,958
Other operating expenses		4			859,423			145,855			(75,335	)		929,947
Other income		—			(8,221	)		—			—			(8,221	)
Impairment charges		—			5,107			—			—			5,107
Depreciation and amortization		—			140,313			8,779			—			149,092
Management fees		—			(9,371	)		9,371			—			—
Intercompany interest (income) expense from affiliates		(83,087	)		72,953			10,134			—			—
Interest expense (income)		79,405			(14,535	)		15,092			—			79,962
Investment income		—			(131	)		(665	)		—			(796	)
Equity in net income of consolidating affiliates		(38,601	)		—			—			38,601			—

		(42,209	)		4,279,166			370,285			(36,734	)		4,570,508

Income (loss) from continuing operations before income taxes		42,209			76,336			(8,862	)		(38,601	)		71,082
Provision for income taxes		950			27,895			519			—			29,364

Income (loss) from continuing operations		41,259			48,441			(9,381	)		(38,601	)		41,718
Discontinued operations, net income taxes:
Income from operations		—			143			—			—			143
Loss on divestiture of operations		—			(349	)		—			—			(349	)

Loss from discontinued operations		—			(206	)		—			—			(206	)

Net income (loss)		41,259			48,235			(9,381	)		(38,601	)		41,512
Earnings attributable to noncontrolling interests		—			—			(253	)		—			(253	)

Income (loss) attributable to Kindred	$	41,259		$	48,235		$	(9,634	)	$	(38,601	)	$	41,259

Comprehensive income (loss)	$	41,636		$	48,235		$	(8,421	)	$	(39,561	)	$	41,889

Comprehensive income (loss) attributable to Kindred	$	41,636		$	48,235		$	(8,674	)	$	(39,561	)	$	41,636

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) (Continued)


	Nine months ended September 30, 2011
(In thousands)	Parent company/ issuer			Guarantor subsidiaries			Non-guarantor subsidiaries			Consolidating and eliminating adjustments			Consolidated
Revenues	$	—		$	3,879,843		$	184,025		$	(64,793	)	$	3,999,075

Salaries, wages and benefits		401			2,290,765			53,232			—			2,344,398
Supplies		—			282,713			11,541			—			294,254
Rent		3			282,524			10,114			—			292,641
Other operating expenses		70			823,368			93,161			(64,793	)		851,806
Other income		—			(8,480	)		—			—			(8,480	)
Impairment charges		—			26,712			—			—			26,712
Depreciation and amortization		—			112,897			4,470			—			117,367
Management fees		—			(4,627	)		4,627			—			—
Intercompany interest (income) expense from affiliates		(61,317	)		56,017			5,300			—			—
Interest expense		54,228			144			303			—			54,675
Investment (income) loss		—			(6,212	)		5,423			—			(789	)
Equity in net income of consolidating affiliates		(14,225	)		—			—			14,225			—

		(20,840	)		3,855,821			188,171			(50,568	)		3,972,584

Income (loss) from continuing operations before income taxes		20,840			24,022			(4,146	)		(14,225	)		26,491
Provision for income taxes		2,490			7,194			164			—			9,848

Income (loss) from continuing operations		18,350			16,828			(4,310	)		(14,225	)		16,643
Income from discontinued operations, net of income taxes		—			1,527			—			—			1,527

Net income (loss)		18,350			18,355			(4,310	)		(14,225	)		18,170
Loss attributable to noncontrolling interests		—			—			180			—			180

Income (loss) attributable to Kindred	$	18,350		$	18,355		$	(4,130	)	$	(14,225	)	$	18,350

Comprehensive income (loss)	$	17,215		$	18,355		$	(5,445	)	$	(13,090	)	$	17,035

Comprehensive income (loss) attributable to Kindred	$	17,215		$	18,355		$	(5,265	)	$	(13,090	)	$	17,215

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

Condensed Consolidating Balance Sheet


	As of September 30, 2012
(In thousands)	Parent company/ issuer		Guarantor subsidiaries		Non-guarantor subsidiaries		Consolidating and eliminating adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	27,327	$	8,368	$	—		$	35,695
Cash—restricted		—		5,344		—		—			5,344
Insurance subsidiary investments		—		—		79,642		—			79,642
Accounts receivable, net		—		983,541		66,536		—			1,050,077
Inventories		—		28,811		2,976		—			31,787
Deferred tax assets		—		24,641		—		—			24,641
Income taxes		—		6,280		144		—			6,424
Other		—		28,692		3,785		—			32,477

		—		1,104,636		161,451		—			1,266,087

Property and equipment, net		—		1,053,256		50,207		—			1,103,463
Goodwill		—		884,045		262,756		—			1,146,801
Intangible assets, net		—		423,490		22,675		—			446,165
Assets held for sale		—		4,103		—		—			4,103
Insurance subsidiary investments		—		—		118,256		—			118,256
Investment in subsidiaries		305,236		—		—		(305,236	)		—
Intercompany		2,598,977		—		—		(2,598,977	)		—
Deferred tax assets		815		—		11,870		(12,685	)		—
Other		46,148		104,873		61,931		—			212,952

	$	2,951,176	$	3,574,403	$	689,146	$	(2,916,898	)	$	4,297,827

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	191,618	$	16,595	$	—		$	208,213
Salaries, wages and other compensation		15		350,781		41,768		—			392,564
Due to third party payors		—		39,820		—		—			39,820
Professional liability risks		—		3,307		45,624		—			48,931
Other accrued liabilities		2,103		139,730		7,049		—			148,882
Long-term debt due within one year		7,000		101		1,686		—			8,787

		9,118		725,357		112,722		—			847,197
Long-term debt		1,606,483		384		4,021		—			1,610,888
Intercompany		—		2,286,488		312,489		(2,598,977	)		—
Professional liability risks		—		114,380		121,916		—			236,296
Deferred tax liabilities		—		33,222		—		(12,685	)		20,537
Deferred credits and other liabilities		—		145,799		65,310		—			211,109
Noncontrolling interests-redeemable		—		—		—		—			—
Commitments and contingencies
Equity:
Stockholders’ equity		1,335,575		268,773		36,463		(305,236	)		1,335,575
Noncontrolling interests-nonredeemable		—		—		36,225		—			36,225

		1,335,575		268,773		72,688		(305,236	)		1,371,800

	$	2,951,176	$	3,574,403	$	689,146	$	(2,916,898	)	$	4,297,827

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

Condensed Consolidating Balance Sheet (Continued)


	As of December 31, 2011
(In thousands)	Parent company/ issuer		Guarantor subsidiaries		Non-guarantor subsidiaries		Consolidating and eliminating adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	21,825	$	19,736	$	—		$	41,561
Cash—restricted		—		5,551		—		—			5,551
Insurance subsidiary investments		—		—		70,425		—			70,425
Accounts receivable, net		—		908,100		86,600		—			994,700
Inventories		—		28,220		2,840		—			31,060
Deferred tax assets		—		17,785		—		—			17,785
Income taxes		—		39,184		329		—			39,513
Other		—		30,489		2,198		—			32,687

		—		1,051,154		182,128		—			1,233,282

Property and equipment, net		—		1,007,187		51,854		—			1,059,041
Goodwill		—		815,787		268,868		—			1,084,655
Intangible assets, net		—		420,468		26,739		—			447,207
Assets held for sale		—		5,612		—		—			5,612
Insurance subsidiary investments		—		—		110,227		—			110,227
Investment in subsidiaries		266,817		—		—		(266,817	)		—
Intercompany		2,503,209		—		—		(2,503,209	)		—
Deferred tax assets		—		—		12,387		(12,387	)		—
Other		52,623		92,231		53,615		—			198,469

	$	2,822,649	$	3,392,439	$	705,818	$	(2,782,413	)	$	4,138,493

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	102	$	196,326	$	20,373	$	—		$	216,801
Salaries, wages and other compensation		43		371,022		36,428		—			407,493
Due to third party payors		—		37,306		—		—			37,306
Professional liability risks		—		3,582		42,428		—			46,010
Other accrued liabilities		—		121,959		8,734		—			130,693
Long-term debt due within one year		7,000		96		3,524		—			10,620

		7,145		730,291		111,487		—			848,923
Long-term debt		1,526,583		460		4,839		—			1,531,882
Intercompany		—		2,169,985		333,224		(2,503,209	)		—
Professional liability risks		—		108,853		108,864		—			217,717
Deferred tax liabilities		—		30,342		—		(12,387	)		17,955
Deferred credits and other liabilities		—		130,466		61,305		—			191,771
Noncontrolling interests-redeemable		—		—		9,704		—			9,704
Commitments and contingencies
Equity:
Stockholders’ equity		1,288,921		222,042		44,775		(266,817	)		1,288,921
Noncontrolling interests-nonredeemable		—		—		31,620		—			31,620

		1,288,921		222,042		76,395		(266,817	)		1,320,541

	$	2,822,649	$	3,392,439	$	705,818	$	(2,782,413	)	$	4,138,493

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

Condensed Consolidating Statement of Cash Flows


	Three months ended September 30, 2012
(In thousands)	Parent company/ issuer			Guarantor subsidiaries			Non-guarantor subsidiaries			Consolidating and eliminating adjustments		Consolidated
Net cash provided by operating activities	$	917		$	126,936		$	13,636		$	—	$	141,489

Cash flows from investing activities:
Routine capital expenditures		—			(24,140	)		(1,799	)		—		(25,939	)
Development capital expenditures		—			(13,702	)		(1,475	)		—		(15,177	)
Acquisitions		—			(71,440	)		—			—		(71,440	)
Purchase of insurance subsidiary investments		—			—			(9,692	)		—		(9,692	)
Sale of insurance subsidiary investments		—			—			8,063			—		8,063
Net change in insurance subsidiary cash and cash equivalents		—			—			(685	)		—		(685	)
Change in other investments		—			1,003			—			—		1,003
Other		—			(25	)		—			—		(25	)

Net cash used in investing activities		—			(108,304	)		(5,588	)		—		(113,892	)

Cash flows from financing activities:
Proceeds from borrowings under revolving credit		364,600			—			—			—		364,600
Repayment of borrowings under revolving credit		(390,400	)		—			—			—		(390,400	)
Repayment of other long-term debt		(1,750	)		(24	)		(891	)		—		(2,665	)
Payment of deferred financing costs		(288	)		—			—			—		(288	)
Purchase of noncontrolling interests		—			—			(715	)		—		(715	)
Change in intercompany accounts		26,921			(22,054	)		(4,867	)		—		—

Net cash used in financing activities		(917	)		(22,078	)		(6,473	)		—		(29,468	)

Change in cash and cash equivalents		—			(3,446	)		1,575			—		(1,871	)
Cash and cash equivalents at beginning of period		—			30,773			6,793			—		37,566

Cash and cash equivalents at end of period	$	—		$	27,327		$	8,368		$	—	$	35,695

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

Condensed Consolidating Statement of Cash Flows (Continued)


	Three months ended September 30, 2011
(In thousands)	Parent company/ issuer			Guarantor subsidiaries			Non-guarantor subsidiaries			Consolidating and eliminating adjustments		Consolidated
Net cash provided by operating activities	$	1,029		$	58,112		$	7,377		$	—	$	66,518

Cash flows from investing activities:
Routine capital expenditures		—			(35,140	)		(1,455	)		—		(36,595	)
Development capital expenditures		—			(44,152	)		—			—		(44,152	)
Acquisitions, net of cash acquired		—			(50,928	)		—			—		(50,928	)
Purchase of insurance subsidiary investments		—			—			(8,867	)		—		(8,867	)
Sale of insurance subsidiary investments		—			—			10,398			—		10,398
Net change in insurance subsidiary cash and cash equivalents		—			—			(826	)		—		(826	)
Other		—			(663	)		—			—		(663	)

Net cash used in investing activities		—			(130,883	)		(750	)		—		(131,633	)

Cash flows from financing activities:
Proceeds from borrowings under revolving credit		533,200			—			—			—		533,200
Repayment of borrowings under revolving credit		(474,700	)		—			—			—		(474,700	)
Repayment of other long-term debt		—			(1,542	)		(1,003	)		—		(2,545	)
Payment of deferred financing costs		(1,855	)		—			—			—		(1,855	)
Purchase of noncontrolling interests		—			—			(7,292	)		—		(7,292	)
Change in intercompany accounts		(57,677	)		48,084			9,593			—		—
Other		3			—			—			—		3

Net cash provided by (used in) financing activities		(1,029	)		46,542			1,298			—		46,811

Change in cash and cash equivalents		—			(26,229	)		7,925			—		(18,304	)
Cash and cash equivalents at beginning of period		—			35,196			17,203			—		52,399

Cash and cash equivalents at end of period	$	—		$	8,967		$	25,128		$	—	$	34,095

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

Condensed Consolidating Statement of Cash Flows (Continued)


	Nine months ended September 30, 2012
(In thousands)	Parent company/ issuer			Guarantor subsidiaries			Non-guarantor subsidiaries			Consolidating and eliminating adjustments			Consolidated
Net cash provided by operating activities	$	7,892		$	163,839		$	19,356		$	—		$	191,087

Cash flows from investing activities:
Routine capital expenditures		—			(71,211	)		(5,593	)		—			(76,804	)
Development capital expenditures		—			(34,734	)		(3,441	)		—			(38,175	)
Acquisitions		—			(139,308	)		—			—			(139,308	)
Sale of assets		—			1,110			—			—			1,110
Purchase of insurance subsidiary investments		—			—			(30,890	)		—			(30,890	)
Sale of insurance subsidiary investments		—			—			30,073			—			30,073
Net change in insurance subsidiary cash and cash equivalents		—			—			(15,171	)		—			(15,171	)
Change in other investments		—			1,454			—			—			1,454
Capital contribution to insurance subsidiary		—			(8,600	)		—			8,600			—
Other		—			(1,029	)		—			—			(1,029	)

Net cash used in investing activities		—			(252,318	)		(25,022	)		8,600			(268,740	)

Cash flows from financing activities:
Proceeds from borrowings under revolving credit		1,329,300			—			—			—			1,329,300
Repayment of borrowings under revolving credit		(1,244,900	)		—			—			—			(1,244,900	)
Repayment of other long-term debt		(5,250	)		(70	)		(2,656	)		—			(7,976	)
Payment of deferred financing costs		(601	)		—			—			—			(601	)
Contribution made by noncontrolling interest		—			—			200			—			200
Distribution made to noncontrolling interests		—			—			(3,521	)		—			(3,521	)
Purchase of noncontrolling interests		—			—			(715	)		—			(715	)
Change in intercompany accounts		(86,441	)		94,051			(7,610	)		—			—
Capital contribution to insurance subsidiary		—			—			8,600			(8,600	)		—

Net cash provided by (used in) financing activities		(7,892	)		93,981			(5,702	)		(8,600	)		71,787

Change in cash and cash equivalents		—			5,502			(11,368	)		—			(5,866	)
Cash and cash equivalents at beginning of period		—			21,825			19,736			—			41,561

Cash and cash equivalents at end of period	$	—		$	27,327		$	8,368		$	—		$	35,695

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 15 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

Condensed Consolidating Statement of Cash Flows (Continued)


	Nine months ended September 30, 2011
(In thousands)	Parent company/ issuer			Guarantor subsidiaries			Non-guarantor subsidiaries			Consolidating and eliminating adjustments			Consolidated
Net cash provided by (used in) operating activities	$	(38,301	)	$	143,202		$	16,405		$	(3,500	)	$	117,806

Cash flows from investing activities:
Routine capital expenditures		—			(93,734	)		(1,529	)		—			(95,263	)
Development capital expenditures		—			(69,570	)		—			—			(69,570	)
Acquisitions, net of cash acquired		—			(741,079	)		30,172			—			(710,907	)
Sale of assets		—			1,714			—			—			1,714
Purchase of insurance subsidiary investments		—			—			(25,904	)		—			(25,904	)
Sale of insurance subsidiary investments		—			—			37,587			—			37,587
Net change in insurance subsidiary cash and cash equivalents		—			—			(4,870	)		—			(4,870	)
Change in other investments		—			1,000			—			—			1,000
Other		—			(692	)		—			—			(692	)

Net cash provided by (used in) investing activities		—			(902,361	)		35,456			—			(866,905	)

Cash flows from financing activities:
Proceeds from borrowings under revolving credit		1,633,300			—			—			—			1,633,300
Repayment of borrowings under revolving credit		(1,749,800	)		—			—			—			(1,749,800	)
Proceeds from issuance of senior unsecured notes		550,000			—			—			—			550,000
Proceeds from issuance of term loan, net of discount		693,000			—			—			—			693,000
Repayment of other long-term debt		—			(346,959	)		(1,274	)		—			(348,233	)
Payment of deferred financing costs		(8,715	)		—			—			—			(8,715	)
Purchase of noncontrolling interests		—			—			(7,292	)		—			(7,292	)
Issuance of common stock		3,019			—			—			—			3,019
Change in intercompany accounts		(1,083,250	)		1,097,917			(14,667	)		—			—
Insurance subsidiary distribution		—			—			(3,500	)		3,500			—
Other		747			—			—			—			747

Net cash provided by (used in) financing activities		38,301			750,958			(26,733	)		3,500			766,026

Change in cash and cash equivalents		—			(8,201	)		25,128			—			16,927
Cash and cash equivalents at beginning of period		—			17,168			—			—			17,168

Cash and cash equivalents at end of period	$	—		$	8,967		$	25,128		$	—		$	34,095

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 16 – LEGAL AND REGULATORY PROCEEDINGS

The Company provides services in a highly regulated industry and has been subject to various legal actions (some of which are not insured) and regulatory and other governmental audits and investigations from time to time. These matters could (1) require the Company to pay substantial damages, fines, penalties or amounts in judgments or settlements, which individually or in the aggregate could exceed amounts, if any, that may be recovered under the Company’s insurance policies where coverage applies and is available; (2) cause the Company to incur substantial expenses; (3) require significant time and attention from the Company’s management; (4) subject the Company to sanctions including possible exclusions from the Medicare and Medicaid programs; and (5) cause the Company to close or sell one or more facilities or otherwise modify the way the Company conducts business. The ultimate resolution of these matters, whether as a result of litigation or settlement, could have a material adverse effect on the Company’s business, financial position, results of operations and liquidity.

In accordance with authoritative accounting guidance related to loss contingencies, the Company records an accrued liability for litigation and regulatory matters that are both probable and can be reasonably estimated. Additional losses in excess of amounts accrued may be reasonably possible. The Company reviews loss contingencies that are reasonably possible and determines whether an estimate of the possible loss or range of loss, individually or in aggregate, can be disclosed in the Company’s consolidated financial statements. These estimates are based upon currently available information for those legal and regulatory proceedings in which the Company is involved, taking into account the Company’s best estimate of losses for those matters for which such estimate can be made. The Company’s estimates involve significant judgment, given that (1) these legal and regulatory proceedings are in early stages; (2) discovery is not completed; (3) damages sought in these legal and regulatory proceedings can be unsubstantiated or indeterminate; (4) the matters present legal uncertainties or evolving areas of law; (5) there are often significant facts in dispute; and (6) there is a wide range of possible outcomes. Accordingly, the Company’s estimated loss or range of loss may change from time to time, and actual losses may be more or less than the current estimate. At this time, no estimate of the possible loss or range of loss, individually or in the aggregate, in excess of the amounts accrued, if any, can be made regarding the matters described below.

Set forth below are descriptions of the Company’s significant legal proceedings.

Medicare and Medicaid payment reviews, audits and investigations—as a result of the Company’s participation in the Medicare and Medicaid programs, the Company faces and is currently subject to various governmental reviews, audits and investigations to verify the Company’s compliance with these programs and applicable laws and regulations. The Company is routinely subject to audits under various government programs, such as the CMS Recovery Audit Contractor program, in which third party firms engaged by CMS conduct extensive reviews of claims data and medical and other records to identify potential improper payments to healthcare providers under the Medicare program. In addition, the Company, like other hospitals, nursing center operators and rehabilitation therapy service contractors, is subject to ongoing investigations by the U.S. Department of Health and Human Services Office of Inspector General into the billing of rehabilitation services provided to Medicare patients and general compliance with conditions of participation in the Medicare and Medicaid programs. Private pay sources such as third party insurance and managed care entities also often reserve the right to conduct audits. The Company’s costs to respond to and defend any such reviews, audits and investigations can be significant and are likely to increase in the current enforcement environment. These audits and investigations may require the Company to refund or retroactively adjust amounts that have been paid under the relevant government program or by other payors. Further, an adverse review, audit or investigation also could result in other adverse consequences, particularly if the underlying conduct is found to be pervasive or systemic. These consequences include (1) state or federal agencies imposing fines, penalties and other sanctions on the Company; (2) loss of the Company’s right to participate in the Medicare or Medicaid programs or one or more third party payor networks; and/or (3) damage to the Company’s reputation in various markets, which could adversely affect the Company’s ability to attract patients, residents and employees.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 16 – LEGAL AND REGULATORY PROCEEDINGS (Continued)

Whistleblower lawsuits—the Company is also subject to qui tam or “whistleblower” lawsuits under the False Claims Act and comparable state laws for allegedly submitting fraudulent bills for services to the Medicare and Medicaid programs. These lawsuits involve monetary damages, fines, attorneys’ fees and the award of bounties to private qui tam plaintiffs who successfully bring these lawsuits and to the respective government programs. The Company also could be subject to civil penalties (including the loss of the Company’s licenses to operate one or more facilities or healthcare activities), criminal penalties (for violations of certain laws and regulations), and exclusion of one or more facilities or healthcare activities from participation in the Medicare, Medicaid and other federal and state healthcare programs.

Employment-related lawsuits—the Company’s operations are subject to a variety of federal and state employment-related laws and regulations, including but not limited to the U.S. Fair Labor Standards Act, regulations of the Equal Employment Opportunity Commission, the Office of Civil Rights and state attorneys general, federal and state wage and hour laws and a variety of laws enacted by the federal and state governments that govern these and other employment-related matters. Accordingly, the Company is currently subject to employee-related claims, class action and other lawsuits and proceedings in connection with the Company’s operations, including but not limited to those related to alleged wrongful discharge, illegal discrimination and violations of equal employment and federal and state wage and hour laws. Because labor represents such a large portion of the Company’s operating costs, non-compliance with these evolving federal and state laws and regulations could subject the Company to significant back pay awards, fines and additional lawsuits and proceedings. These claims, lawsuits and proceedings are in various stages of adjudication or investigation and involve a wide variety of claims and potential outcomes. Based upon currently available information, the Company has recorded a $5 million loss provision related to these claims, lawsuits and proceedings during the nine months ended September 30, 2012, but the actual losses may be more than the provision for loss.

Minimum staffing lawsuits—various states in which the Company operates hospitals and nursing and rehabilitation centers have established minimum staffing requirements or may establish minimum staffing requirements in the future. While the Company seeks to comply with all applicable staffing requirements, the regulations in this area are complex and the Company may experience compliance issues from time to time. Failure to comply with such minimum staffing requirements may result in one or more facilities failing to meet the conditions of participation under relevant federal and state healthcare programs and the imposition of significant fines, damages or other sanctions. Private litigation involving these matters also has become more common, and certain of the Company’s facilities are the subject of a class action lawsuit involving claims that these facilities did not meet relevant staffing requirements from time to time since 2006.

Ordinary course matters—in addition to the matters described above, the Company is subject to investigations, claims and lawsuits in the ordinary course of business, including professional liability claims, particularly in the Company’s hospital and nursing and rehabilitation center operations. In many of these claims, plaintiffs’ attorneys are seeking significant fines and compensatory and punitive damages, along with attorneys’ fees. The Company maintains professional and general liability insurance in amounts and coverage that management believes are sufficient for the Company’s operations. However, the Company’s insurance may not cover all claims against the Company or the full extent of the Company’s liability.

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 17 – SUBSEQUENT EVENT

In October 2012, the Company completed modifications to increase by $100 million its Term Loan Facility and expand by $100 million the borrowing capacity under its ABL Facility. The additional Term Loan Facility borrowings were issued at 97.5% and the net proceeds were used to pay down a portion of the outstanding balance under the ABL Facility. The aggregate amount outstanding under the Term Loan Facility at October 31, 2012 approximated $791 million. In connection with the $100 million expansion of the borrowing capacity under its ABL Facility, the Company also modified the accounts receivable borrowing base which will allow the Company to more easily access the full amount of the available credit. Following the closing of the transaction, the Company’s unused credit capacity totaled approximately $450 million under the ABL Facility. The other terms of the Term Loan Facility and the ABL Facility were unchanged.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Cautionary Statement

This Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements regarding the Company’s expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management and statements containing the words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “should,” “will,” “intend,” “may” and other similar expressions, are forward-looking statements.

Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from the Company’s expectations as a result of variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause the Company’s actual results or performance to differ materially from any future results or performance expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in the Company’s filings with the SEC. Factors that may affect the Company’s plans or results include, without limitation:

•

the impact of healthcare reform, which will initiate significant reforms to the United States healthcare system, including potential material changes to the delivery of healthcare services and the reimbursement paid for such services by the government or other third party payors, including reforms resulting from the Patient Protection and Affordable Care Act and the Healthcare Education and Reconciliation Act (collectively, the “ACA”). Healthcare reform is affecting certain of the Company’s businesses and the Company expects that it will impact all of them in some manner. There is also the possibility that implementation of the provisions expanding health insurance coverage or the entire ACA will be delayed, revised or eliminated as a result of efforts to repeal or amend the law. Although the U.S. Supreme Court has upheld the constitutionality of the ACA, the potential for future court proceedings, the outcome of the 2012 presidential election and potential efforts in the U.S. Congress to repeal, amend or retract funding for various aspects of the ACA create additional uncertainty about the ultimate impact of the ACA on the Company and the healthcare industry. Due to the substantial regulatory changes that will need to be implemented by CMS and others, and the numerous processes required to implement these reforms, the Company cannot predict which healthcare initiatives will be implemented at the federal or state level, the timing of any such reforms, or the effect such reforms or any other future legislation or regulation will have on the Company’s business, financial position, results of operations and liquidity,

•

the impact of the rules issued by CMS on August 1, 2012 (the “2012 CMS Rule”) which, among other things, will reduce Medicare reimbursement to the Company’s LTAC hospitals in 2013 and beyond by imposing a budget neutrality adjustment and modifying the short-stay outlier rules,

•

the impact of the 2011 CMS Rules which significantly reduced Medicare reimbursement to nursing centers and changed payments for the provision of group therapy services effective October 1, 2011,

•

the impact of the Budget Control Act of 2011 which will automatically reduce federal spending by approximately $1.2 trillion split evenly between domestic and defense spending. At this time, the Company believes this will result in an automatic 2% reduction on each claim submitted to Medicare beginning February 1, 2013,

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Cautionary Statement (Continued)

•

changes in the reimbursement rates or the methods or timing of payment from third party payors, including commercial payors and the Medicare and Medicaid programs, changes arising from and related to the Medicare prospective payment system for LTAC hospitals, including potential changes in the Medicare payment rules, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, and changes in Medicare and Medicaid reimbursements for the Company’s LTAC hospitals, nursing and rehabilitation centers, IRFs and home health and hospice operations, and the expiration of the Medicare Part B therapy cap exception process,

•

the effects of additional legislative changes and government regulations, interpretation of regulations and changes in the nature and enforcement of regulations governing the healthcare industry,

•

the impact of the Medicare, Medicaid and SCHIP Extension Act of 2007 (the “SCHIP Extension Act”), including the ability of the Company’s hospitals to adjust to potential LTAC certification, medical necessity reviews and the moratorium on future hospital development,

•

the impact of the Company’s significantly increased levels of indebtedness as a result of the RehabCare Merger on the Company’s funding costs, operating flexibility and ability to fund ongoing operations, development capital expenditures or other strategic acquisitions with additional borrowings,

•

the Company’s ability to successfully pursue its development activities, including through acquisitions, and successfully integrate new operations, including the realization of anticipated revenues, economies of scale, cost savings and productivity gains associated with such operations, as and when planned, including the potential impact of unanticipated issues, expenses and liabilities associated with those activities,

•

the failure of the Company’s facilities to meet applicable licensure and certification requirements,

•

the further consolidation and cost containment efforts of managed care organizations and other third party payors,

•

the Company’s ability to meet its rental and debt service obligations,

•

the Company’s ability to operate pursuant to the terms of its debt obligations, and comply with its covenants thereunder, and its ability to operate pursuant to its master lease agreements with Ventas,

•

the condition of the financial markets, including volatility and weakness in the equity, capital and credit markets, which could limit the availability and terms of debt and equity financing sources to fund the requirements of the Company’s businesses, or which could negatively impact the Company’s investment portfolio,

•

national and regional economic, financial, business and political conditions, including their effect on the availability and cost of labor, credit, materials and other services,

•

the Company’s ability to control costs, particularly labor and employee benefit costs,

•

increased operating costs due to shortages in qualified nurses, therapists and other healthcare personnel,

•

the Company’s ability to attract and retain key executives and other healthcare personnel,

•

the increase in the costs of defending and insuring against alleged professional liability and other claims and the Company’s ability to predict the estimated costs related to such claims, including the impact of differences in actuarial assumptions and estimates compared to eventual outcomes,

•

the Company’s ability to successfully reduce (by divestiture of operations or otherwise) its exposure to professional liability and other claims,

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Cautionary Statement (Continued)

•

the Company’s ability to successfully dispose of unprofitable facilities,

•

events or circumstances which could result in the impairment of an asset or other charges, such as the impact of the Medicare reimbursement regulations that resulted in the Company recording significant impairment charges in 2011,

•

changes in generally accepted accounting principles or practices, and changes in tax accounting or tax laws (or authoritative interpretations relating to any of these matters), and

•

the Company’s ability to maintain an effective system of internal control over financial reporting.

Many of these factors are beyond the Company’s control. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.

General

The accompanying unaudited condensed consolidated financial statements, including the notes thereto, should be read in conjunction with the following discussion and analysis.

The Company is a healthcare services company that through its subsidiaries operates LTAC hospitals, IRFs, nursing and rehabilitation centers, assisted living facilities, a contract rehabilitation services business and a home health and hospice business across the United States. At September 30, 2012, the Company’s hospital division operated 117 LTAC hospitals (8,391 licensed beds) and six IRFs (259 licensed beds) in 26 states. The Company’s nursing center division operated 224 nursing and rehabilitation centers (27,196 licensed beds) and six assisted living facilities (341 licensed beds) in 27 states. The Company’s rehabilitation division provided rehabilitation services primarily in hospitals and long-term care settings. The Company’s home health and hospice division provided home health, hospice and private duty services from 102 locations in 10 states.

RehabCare Merger

On June 1, 2011, the Company completed the RehabCare Merger. Upon consummation of the RehabCare Merger, each issued and outstanding share of RehabCare common stock was converted into the right to receive the Merger Consideration. Kindred issued approximately 12 million shares of its common stock in connection with the RehabCare Merger. The purchase price totaled $963 million and was comprised of $662 million in cash and $301 million of Kindred common stock at fair value. The Company also assumed $356 million of long-term debt in the RehabCare Merger, of which $345 million was refinanced on June 1, 2011. The operating results of RehabCare have been included in the accompanying unaudited condensed consolidated financial statements of the Company since June 1, 2011.

Operating results in the third quarter of 2011 included transaction costs totaling $4 million and severance costs totaling $1 million related to the RehabCare Merger. Operating results for the nine months ended September 30, 2011 included transaction costs totaling $27 million, financing costs totaling $14 million and severance costs totaling $16 million related to the RehabCare Merger. In the accompanying unaudited condensed consolidated statement of operations, transaction costs were included in other operating expenses, financing costs were included in interest expense and severance costs were included in salaries, wages and benefits.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

General (Continued)

Discontinued operations

In recent years, the Company has completed several strategic divestitures to improve its future operating results. For accounting purposes, the operating results of these businesses and the losses associated with these transactions have been classified as discontinued operations in the accompanying unaudited condensed consolidated statement of operations for all periods presented. Assets not sold at September 30, 2012 have been measured at the lower of carrying value or estimated fair value less costs of disposal and have been classified as held for sale in the accompanying unaudited condensed consolidated balance sheet.

Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates and judgments that affect the reported amounts and related disclosures of commitments and contingencies. The Company relies on historical experience and on various other assumptions that management believes to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates.

The Company believes the following critical accounting policies, among others, affect the more significant judgments and estimates used in the preparation of its consolidated financial statements.

Revenue recognition

The Company has agreements with third party payors that provide for payments to each of its operating divisions. These payment arrangements may be based upon prospective rates, reimbursable costs, established charges, discounted charges or per diem payments. Net patient service revenue is recorded at the estimated net realizable amounts from Medicare, Medicaid, Medicare Advantage, other third party payors and individual patients for services rendered. Retroactive adjustments that are likely to result from future examinations by third party payors are accrued on an estimated basis in the period the related services are rendered and adjusted as necessary in future periods based upon new information or final settlements.

Collectibility of accounts receivable

Accounts receivable consist primarily of amounts due from the Medicare and Medicaid programs, other government programs, managed care health plans, commercial insurance companies, skilled nursing and hospital customers, and individual patients and other customers. Estimated provisions for doubtful accounts are recorded to the extent it is probable that a portion or all of a particular account will not be collected.

In evaluating the collectibility of accounts receivable, the Company considers a number of factors, including the age of the accounts, changes in collection patterns, the composition of patient accounts by payor type, the status of ongoing disputes with third party payors and general industry conditions. Actual collections of accounts receivable in subsequent periods may require changes in the estimated provision for loss. Changes in these estimates are charged or credited to the results of operations in the period of the change.

The provision for doubtful accounts totaled $10 million and $8 million in the third quarter of 2012 and 2011, respectively, and $23 million and $22 million for the nine months ended September 30, 2012 and 2011, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies (Continued)

Allowances for insurance risks

The Company insures a substantial portion of its professional liability risks and workers compensation risks through its limited purpose insurance subsidiary. Provisions for loss for these risks are based upon management’s best available information including actuarially determined estimates.

Provisions for loss for professional liability risks retained by the Company’s limited purpose insurance subsidiary have been discounted based upon actuarial estimates of claim payment patterns using a discount rate of 1% to 5% depending upon the policy year. The discount rate was 1% for the 2012 and 2011 policy years. The discount rates are based upon the risk free interest rate for the respective year. Amounts equal to the discounted loss provision are funded annually. The Company does not fund the portion of professional liability risks related to estimated claims that have been incurred but not reported. Accordingly, these liabilities are not discounted. The allowance for professional liability risks aggregated $285 million at September 30, 2012 and $264 million at December 31, 2011. If the Company did not discount any of the allowances for professional liability risks, these balances would have approximated $288 million at September 30, 2012 and $267 million at December 31, 2011.

As a result of deterioration in professional liability and workers compensation underwriting results of the Company’s limited purpose insurance subsidiary in 2011, the Company made a capital contribution of $9 million during the nine months ended September 30, 2012 to its limited purpose insurance subsidiary. Conversely, as a result of improved professional liability underwriting results of the Company’s limited purpose insurance subsidiary in 2010, the Company received a distribution of $3 million during the nine months ended September 30, 2011 from its limited purpose insurance subsidiary. These transactions were completed in accordance with applicable regulations. Neither the capital contribution nor the distribution had any impact on earnings.

Changes in the number of professional liability claims and the cost to settle these claims significantly impact the allowance for professional liability risks. A relatively small variance between the Company’s estimated and actual number of claims or average cost per claim could have a material impact, either favorable or unfavorable, on the adequacy of the allowance for professional liability risks. For example, a 1% variance in the allowance for professional liability risks at September 30, 2012 would impact the Company’s operating income by approximately $3 million.

The provision for professional liability risks (continuing operations), including the cost of coverage maintained with unaffiliated commercial insurance carriers, aggregated $20 million and $16 million in the third quarter of 2012 and 2011, respectively, and $59 million and $51 million for the nine months ended September 30, 2012 and 2011, respectively.

Provisions for loss for workers compensation risks retained by the Company’s limited purpose insurance subsidiary are not discounted and amounts equal to the loss provision are funded annually. The allowance for workers compensation risks aggregated $190 million at September 30, 2012 and $171 million at December 31, 2011. The provision for workers compensation risks (continuing operations), including the cost of coverage maintained with unaffiliated commercial insurance carriers, aggregated $15 million and $16 million in the third quarter of 2012 and 2011, respectively, and $46 million and $43 million for the nine months ended September 30, 2012 and 2011, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies (Continued)

Accounting for income taxes

The provision for income taxes is based upon the Company’s estimate of annual taxable income or loss for each respective accounting period. The Company recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets are recovered or liabilities are settled. The Company also recognizes as deferred tax assets the future tax benefits from net operating and capital loss carryforwards. A valuation allowance is provided for these deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized.

The Company’s effective income tax rate for the third quarter of 2011 and for the nine months ended September 30, 2011 were favorably impacted by approximately $3 million related to the resolution of certain prior year income tax contingencies.

There are significant uncertainties with respect to capital loss carryforwards that could affect materially the realization of certain deferred tax assets. Accordingly, the Company has recognized deferred tax assets to the extent it is more likely than not they will be realized and a valuation allowance is provided for deferred tax assets to the extent that it is uncertain that the deferred tax asset will be realized. The Company recognized net deferred tax assets totaling $4 million at September 30, 2012 and net deferred tax liabilities totaling $0.2 million at December 31, 2011.

The Company is subject to various federal and state income tax audits in the ordinary course of business. Such audits could result in increased tax payments, interest and penalties. While the Company believes its tax positions are appropriate, there can be no assurance that the various authorities engaged in the examination of its income tax returns will not challenge the Company’s positions.

Valuation of long-lived assets, goodwill and intangible assets

The Company regularly reviews the carrying value of certain long-lived assets and finite lived intangible assets with respect to any events or circumstances that indicate an impairment or an adjustment to the amortization period is necessary. If circumstances suggest that the recorded amounts cannot be recovered based upon estimated future undiscounted cash flows, the carrying values of such assets are reduced to fair value.

In assessing the carrying values of long-lived assets, the Company estimates future cash flows at the lowest level for which there are independent, identifiable cash flows. For this purpose, these cash flows are aggregated based upon the contractual agreements underlying the operation of the facility or group of facilities. Generally, an individual facility is considered the lowest level for which there are independent, identifiable cash flows. However, to the extent that groups of facilities are leased under a master lease agreement in which the operations of a facility and compliance with the lease terms are interdependent upon other facilities in the agreement (including the Company’s ability to renew the lease or divest a particular property), the Company defines the group of facilities under a master lease agreement as the lowest level for which there are independent, identifiable cash flows. Accordingly, the estimated cash flows of all facilities within a master lease agreement are aggregated for purposes of evaluating the carrying values of long-lived assets.

The Company’s intangible assets with finite lives are amortized in accordance with the authoritative guidance for goodwill and other intangible assets using the straight-line method over their estimated useful lives ranging from two to 20 years.

As a result of the RehabCare Merger, the Company acquired finite lived intangible assets consisting of customer relationships ($189 million), a trade name ($17 million) and non-compete agreements ($3 million) with estimated useful lives ranging from two to 15 years.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies (Continued)

Valuation of long-lived assets, goodwill and intangible assets (Continued)

In connection with the planned divestiture of a LTAC hospital, a pretax impairment charge for intangible assets and property and equipment of $3 million ($2 million net of income taxes) was recorded in the third quarter of 2012. This charge reflected the amount by which the carrying value of certain assets exceeded their estimated fair value. The impairment charge did not impact the Company’s cash flows or liquidity.

On July 29, 2011, CMS issued the 2011 CMS Rules. In connection with the preparation of the Company’s operating results for the third quarter of 2011, the Company determined that the impact of the 2011 CMS Rules was a triggering event in the third quarter of 2011 and accordingly tested the recoverability of its nursing and rehabilitation centers reporting unit goodwill, intangible assets and property and equipment asset groups impacted by the reduced Medicare payments. The Company recorded pretax impairment charges aggregating $27 million ($16 million net of income taxes) in the third quarter of 2011. The charges included $6 million of goodwill (which represented the entire nursing and rehabilitation centers reporting unit goodwill) and $21 million of property and equipment. In addition, the Company recorded pretax impairment charges aggregating $2 million ($1 million net of income taxes) in the fourth quarter of 2011, $1 million ($0.5 million net of income taxes) in the third quarter of 2012 and $2 million ($1 million net of income taxes) for the nine months ended September 30, 2012 for necessary property and equipment expenditures in the same nursing and rehabilitation center asset groups. These charges reflected the amount by which the carrying value of certain assets exceeded their estimated fair value. The impairment charges did not impact the Company’s cash flows or liquidity.

During the fourth quarter of 2011, the estimated negative impact from changes in the reimbursement of group rehabilitation therapy services to Medicare beneficiaries was greater than expected, and as a result, the Company lowered its cash flow expectations for the Company’s skilled nursing rehabilitation services reporting unit, causing the carrying value of goodwill of this reporting unit to exceed its estimated fair value in testing the recoverability of goodwill. The Company recorded a pretax impairment charge of $46 million ($43 million net of income taxes) in the fourth quarter of 2011. The Company also reviewed the other intangible assets and long-lived assets related to the skilled nursing rehabilitation services reporting unit and determined there were no impairments of these assets. The impairment charge did not impact the Company’s cash flows or liquidity.

In accordance with the authoritative guidance for goodwill and other intangible assets, the Company is required to perform an impairment test for goodwill and indefinite-lived intangible assets at least annually or more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. The Company performs its annual goodwill impairment test at the end of each fiscal year for each of its reporting units. A reporting unit is either an operating segment or one level below the operating segment, referred to as a component. When the components within the Company’s operating segments have similar economic characteristics, the Company aggregates the components of its operating segments into one reporting unit. Accordingly, the Company has determined that its reporting units are hospitals, nursing and rehabilitation centers, skilled nursing rehabilitation services, hospital rehabilitation services, home health and hospice. The carrying value of goodwill for each of the Company’s reporting units at September 30, 2012 and December 31, 2011 follows (in thousands):


	September 30, 2012		December 31, 2011
Hospitals	$	747,777	$	745,411
Nursing and rehabilitation centers		—		—
Rehabilitation division:
Skilled nursing rehabilitation services		107,899		107,026
Hospital rehabilitation services		168,019		167,753

		275,918		274,779
Home health and hospice division:
Home health		96,477		49,254
Hospice		26,629		15,211

		123,106		64,465

	$	1,146,801	$	1,084,655

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies (Continued)

Valuation of long-lived assets, goodwill and intangible assets (Continued)

As a result of the RehabCare Merger, goodwill was assigned to the Company’s hospital reporting unit ($534 million), skilled nursing rehabilitation services reporting unit ($151 million) and hospital rehabilitation services reporting unit ($168 million).

The goodwill impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. If the carrying value of the reporting unit is greater than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. Based upon the results of the step one impairment test for goodwill for hospitals, hospital rehabilitation services, home health and hospice reporting units for the year ended December 31, 2011, no goodwill impairment charges were recorded in connection with the Company’s annual impairment test.

Since quoted market prices for the Company’s reporting units are not available, the Company applies judgment in determining the fair value of these reporting units for purposes of performing the goodwill impairment test. The Company relies on widely accepted valuation techniques, including discounted cash flow and market multiple analyses approaches, which capture both the future income potential of the reporting unit and the market behaviors and actions of market participants in the industry that includes the reporting unit. These types of analyses require the Company to make assumptions and estimates regarding future cash flows, industry-specific economic factors and the profitability of future business strategies. The discounted cash flow approach uses a projection of estimated operating results and cash flows that are discounted using a weighted average cost of capital. Under the discounted cash flow approach, the projection uses management’s best estimates of economic and market conditions over the projected period for each reporting unit including growth rates in the number of admissions, patient days, reimbursement rates, operating costs, rent expense and capital expenditures. Other significant estimates and assumptions include terminal value growth rates, changes in working capital requirements and weighted average cost of capital. The market multiple analysis estimates fair value by applying cash flow multiples to the reporting unit’s operating results. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics to the reporting units.

Other than the impairment of intangible assets and property and equipment in connection with the planned divestiture of a LTAC hospital, the Company has determined that during the nine months ended September 30, 2012 there were no events or changes in circumstances since December 31, 2011 requiring an interim impairment test. Although the Company has determined that there was no other goodwill or other indefinite-lived intangible asset impairments as of September 30, 2012, adverse changes in the operating environment and related key assumptions used to determine the fair value of the Company’s reporting units and indefinite-lived intangible assets or declines in the value of the Company’s common stock may result in future impairment charges for a portion or all of these assets. Specifically, if the rate of growth of government and commercial revenues earned by the Company’s reporting units were to be less than projected or if healthcare reforms were to negatively impact the Company’s business, an impairment charge of a portion or all of these assets may be required. An impairment charge could have a material adverse effect on the Company’s business, financial position and results of operations, but would not be expected to have an impact on the Company’s cash flows or liquidity.

The Company’s indefinite-lived intangible assets consist of trade names, Medicare certifications and certificates of need. The fair values of the Company’s indefinite-lived intangible assets are derived from current market data and projections at a facility level which include management’s best estimates of economic and market conditions over the projected period including growth rates in the number of admissions, patient days, reimbursement rates, operating costs, rent expense and capital expenditures. Other significant estimates and assumptions include terminal value growth rates, changes in working capital requirements and weighted average cost of capital. Certificates of need intangible assets are estimated primarily using both a replacement cost methodology and an excess earnings method, a form of discounted cash flows, which is based upon the concept that net after-tax cash flows provide a return supporting all of the assets of a business enterprise.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies (Continued)

Valuation of long-lived assets, goodwill and intangible assets (Continued)

At December 31, 2011, the carrying value of the Company’s certificates of need intangible assets exceeded its fair value as a result of declining earnings and cash flows related to five hospitals and two co-located nursing and rehabilitation centers in Massachusetts, all of which were acquired in 2006. The declining earnings and cash flows were attributable to a difficult LTAC operating environment in Massachusetts in which the Company was unable to achieve consistent operating results, as well as automatic future Medicare reimbursement reductions triggered in December 2011 by the Budget Control Act of 2011. In addition, the Company decided in the fourth quarter of 2011 to close one of the five hospitals. The pretax impairment charge related to the certificates of need totaled $54 million ($33 million net of income taxes). The Company reviewed the other long-lived assets related to these five hospitals and two co-located nursing and rehabilitation centers and determined there was no impairment. Based upon the results of the annual impairment test performed for the year ended December 31, 2011 for indefinite-lived intangible assets other than certificates of need intangible assets discussed above, no impairment charges were recorded.

As a result of the RehabCare Merger, the Company acquired indefinite-lived intangible assets consisting of trade names ($115 million), Medicare certifications ($76 million) and certificates of need ($8 million). The annual impairment test for these indefinite-lived intangible assets was performed as of May 1, 2012. No impairment charges were recorded in connection with this annual impairment test.

Recently Issued Accounting Requirements

In July 2012, the FASB issued authoritative guidance related to testing indefinite-lived intangible assets for impairment. The main provisions of the guidance state that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If an entity determines it is not more likely than not that the fair value of an indefinite-lived intangible is less than its carrying amount, then performing the one-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the indefinite-lived intangible asset impairment test. The guidance is effective for all interim and annual reporting periods beginning after September 15, 2012. Early adoption is permitted. The adoption of the guidance is not expected to have a material impact on the Company’s business, financial position, results of operations or liquidity.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Recently Issued Accounting Requirements (Continued)

Results of Operations – Continuing Operations

Hospital division

Revenues increased 4% to $715 million in the third quarter of 2012 compared to $685 million in the same period in 2011 and increased 20% to $2.2 billion for the nine months ended September 30, 2012 from $1.8 billion for the same period in 2011. Revenue growth in the third quarter of 2012 was primarily a result of favorable reimbursement rates and the increase in same-facility admissions. Revenue growth for the nine months ended September 30, 2012 was primarily attributable to the RehabCare Merger and, to a lesser extent, favorable reimbursement rates and the increase in same-facility admissions. Revenues associated with the RehabCare Merger were $515 million and $209 million for the nine months ended September 30, 2012 and 2011, respectively. Aggregate admissions increased 2% in the third quarter of 2012. Aggregate admissions increased 21% for the nine months ended September 30, 2012 compared to the prior year, primarily as a result of the RehabCare Merger. Aggregate same-facility admissions increased 2% in both the third quarter of 2012 and for the nine months ended September 30, 2012 compared to the same respective prior year periods.

Operating income for the nine months ended September 30, 2012 included $10 million related to severance and other miscellaneous costs related to the closing of a regional office and four LTAC hospitals, the cancellation of a sub-acute unit project and employment-related lawsuits. Excluding these charges, hospital operating margins increased in the third quarter of 2012 and for the nine months ended September 30, 2012 compared to the same respective prior year periods, primarily as a result of favorable reimbursement rates and cost efficiencies associated with volume growth. Operating income associated with the RehabCare Merger was $107 million and $47 million for the nine months ended September 30, 2012 and 2011, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Results of Operations – Continuing Operations (Continued)

Hospital division (Continued)

Average hourly wage rates were relatively unchanged in both the third quarter of 2012 and for the nine months ended September 30, 2012 compared to the respective prior year periods. Employee benefit costs were relatively unchanged in the third quarter of 2012. Employee benefit costs increased 19% for the nine months ended September 30, 2012 compared to the prior year, primarily as a result of the RehabCare Merger.

Professional liability costs were $11 million and $8 million in the third quarter of 2012 and 2011, respectively, and $32 million and $25 million for the nine months ended September 30, 2012 and 2011, respectively. The increase for the nine months ended September 30, 2012 was primarily a result of the RehabCare Merger.

Nursing center division

Revenues declined 6% to $534 million in the third quarter of 2012 compared to $571 million in the same period of 2011 and declined 5% to $1.6 billion compared to $1.7 billion for the nine months ended September 30, 2012 from the same period in 2011. The decline in revenues in both periods was primarily a result of the 2011 CMS Rules and a decline in admissions. Same-facility admissions declined 5% in the third quarter of 2012 and 3% for the nine months ended September 30, 2012 compared to the same respective prior year periods. Same-facility patient days declined 4% in the third quarter of 2012 and 3% for the nine months ended September 30, 2012, compared to the same respective prior year periods, primarily as a result of the decline in admissions and Medicare average length of stay.

Nursing center operating margins declined in the third quarter of 2012 and for the nine months ended September 30, 2012 compared to the same respective prior year periods, primarily as a result of the 2011 CMS Rules.

Average hourly wage rates were relatively unchanged in both the third quarter of 2012 and for the nine months ended September 30, 2012 compared to the respective prior year periods.

Professional liability costs were $8 million in the third quarter of both 2012 and 2011, and $25 million for each of the nine months ended September 30, 2012 and 2011.

Rehabilitation division

Skilled nursing rehabilitation services

Revenues increased slightly to $253 million in the third quarter of 2012 compared to the same period in 2011 and increased to $764 million for the nine months ended September 30, 2012 from $529 million for the same period in 2011. Revenue growth in the third quarter of 2012 was primarily attributable to growth in the volume of services provided to existing customers. Revenue growth for the nine months ended September 30, 2012 was primarily attributable to the RehabCare Merger and, to a lesser extent, growth in the volume of services provided to existing customers. Revenues associated with the RehabCare Merger were $420 million and $183 million for the nine months ended September 30, 2012 and 2011, respectively. Revenues derived from unaffiliated customers aggregated $198 million and $195 million in the third quarter of 2012 and 2011, respectively, and $593 million and $356 million for the nine months ended September 30, 2012 and 2011, respectively.

Operating margins declined in the third quarter of 2012 and for the nine months ended September 30, 2012 compared to the respective prior year periods, primarily as a result of the 2011 CMS Rules. Operating income associated with the RehabCare Merger was $33 million and $21 million for the nine months ended September 30, 2012 and 2011, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Results of Operations – Continuing Operations (Continued)

Rehabilitation division (Continued)

Hospital rehabilitation services

Revenues increased 3% to $72 million in the third quarter of 2012 compared to $69 million in the same period in 2011 and increased to $220 million for the nine months ended September 30, 2012 from $130 million for the same period in 2011. Revenue growth in the third quarter of 2012 was primarily attributable to growth in new customers and the volume of services provided to existing customers. Revenue growth for the nine months ended September 30, 2012 was primarily attributable to the RehabCare Merger and, to a lesser extent, growth in new customers and the volume of services provided to existing customers. Revenues associated with the RehabCare Merger were $132 million and $63 million for the nine months ended September 30, 2012 and 2011, respectively. Revenues derived from unaffiliated customers aggregated $45 million and $49 million in the third quarter of 2012 and 2011, respectively, and $137 million and $68 million for the nine months ended September 30, 2012 and 2011, respectively.

Operating margins increased in the third quarter of 2012 primarily attributable to improved operating efficiencies. Operating margins increased for the nine months ended September 30, 2012 primarily attributable to improved operating efficiencies associated with the RehabCare Merger. Operating income associated with the RehabCare Merger was $29 million and $15 million for the nine months ended September 30, 2012 and 2011, respectively.

Home health and hospice division

Revenues increased to $36 million in the third quarter of 2012 compared to $15 million in the same period in 2011 and increased to $93 million for the nine months ended September 30, 2012 from $34 million for the same period in 2011. Revenue growth in both periods was primarily attributable to two acquisitions completed during the third quarter of 2012 and two acquisitions completed late in 2011. Operating margins increased in the third quarter of 2012 and for the nine months ended September 30, 2012 compared to the respective prior year periods. Operating margins for the nine months ended September 30, 2011 were negatively impacted by start-up and overhead costs in connection with the development of this business segment.

Corporate overhead

Operating income for the Company’s operating divisions excludes allocations of corporate overhead. These costs aggregated $46 million and $49 million in the third quarter of 2012 and 2011, respectively, and $133 million and $131 million for the nine months ended September 30, 2012 and 2011, respectively. The decrease in the third quarter of 2012 was primarily attributable to synergies realized from the RehabCare Merger. The increase for the nine months ended September 30, 2012 was primarily attributable to increased costs of assuming the RehabCare operations. As a percentage of consolidated revenues, corporate overhead totaled 3.0% and 3.2% in the third quarter of 2012 and 2011, respectively, and totaled 2.9% and 3.3% for the nine months ended September 30, 2012 and 2011, respectively.

Transaction costs

Operating results included transaction costs totaling $1 million and $2 million in the third quarter of 2012 and for the nine months ended September 30, 2012, respectively. Operating results included transaction costs totaling $5 million and $29 million in the third quarter of 2011 and for the nine months ended September 30, 2011, respectively, primarily related to the RehabCare Merger. Transaction costs in all periods were included in other operating expenses. Operating results in the third quarter of 2011 and for the nine months ended September 30, 2011 also included severance costs totaling $1 million and $16 million, respectively, related to the RehabCare Merger. Severance costs in both periods were included in salaries, wages and benefits.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Results of Operations – Continuing Operations (Continued)

Capital costs

Rent expense increased 3% to $109 million in the third quarter of 2012 compared to $106 million in the same period in 2011 and increased 11% to $324 million for the nine months ended September 30, 2012 from $293 million for the same period in 2011. The increase in the third quarter of 2012 resulted primarily from contractual inflation and contingent rent increases. The increase for the nine months ended September 30, 2012 resulted primarily from leases acquired in the RehabCare Merger, contractual inflation and contingent rent increases. Rent expense in the third quarter of 2012 and for the nine months ended September 30, 2012 included lease cancellation charges of $1 million and $4 million, respectively, incurred in connection with the closing of four LTAC hospitals.

Depreciation and amortization expense increased 8% to $50 million in the third quarter of 2012 compared to $46 million in the same period in 2011 and increased 27% to $149 million for the nine months ended September 30, 2012 compared to $117 million for the same period in 2011. The increase in the third quarter of 2012 resulted from the Company’s ongoing capital expenditure program and hospital development projects. The increase for the nine months ended September 30, 2012 resulted from the RehabCare Merger and the Company’s ongoing capital expenditure program and hospital development projects.

Interest expense increased to $27 million in the third quarter of 2012 from $26 million in the same period in 2011 and increased to $80 million for the nine months ended September 30, 2012 from $55 million for the same period in 2011. The increase in the third quarter of 2012 was primarily attributable to increased borrowing levels. The increase for the nine months ended September 30, 2012 was primarily attributable to increased borrowings associated with the RehabCare Merger and higher interest rates compared to the same periods in 2011. Interest expense for the nine months ended September 30, 2011 included $14 million of financing costs related to the RehabCare Merger.

Consolidated results

Income from continuing operations before income taxes aggregated $14 million in the third quarter of 2012 compared to losses from continuing operations before income taxes of $2 million in the same period in 2011. Income from continuing operations before income taxes aggregated $71 million for the nine months ended September 30, 2012 compared to $26 million for the same period in 2011. Income from continuing operations aggregated $8 million in the third quarter of 2012 compared to $1 million in the same period in 2011. Income from continuing operations aggregated $42 million for the nine months ended September 30, 2012 compared to $17 million for the same period in 2011. Severance costs, lease cancellation charges and other miscellaneous costs related to the closing of a regional office, the planned divestiture or closing of five LTAC hospitals, the cancellation of a sub-acute unit project, employment-related lawsuits, employee retention costs incurred in connection with the decision to allow the leases to expire for 54 nursing and rehabilitation centers leased from Ventas, and transaction costs negatively impacted the consolidated pretax operating results by $5 million ($3 million net of income taxes) in the third quarter of 2012 and $20 million ($12 million net of income taxes) for the nine months ended September 30, 2012. Transaction, severance and financing costs primarily related to the RehabCare Merger negatively impacted the consolidated pretax operating results by $6 million ($4 million net of income taxes) in the third quarter of 2011 and $59 million ($38 million net of income taxes) for the nine months ended September 30, 2011.

Results of Operations – Discontinued Operations

Discontinued operations were breakeven in the third quarter of 2012 compared to income of $1.1 million in the same period in 2011. Income from discontinued operations aggregated $0.1 million for the nine months ended September 30, 2012 compared to $1.5 million for the same period in 2011. In the third quarter of 2012, the Company recorded a net loss of $0.3 million related to the divestiture of discontinued operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Liquidity

Operating cash flows

Cash flows provided by operations (including discontinued operations) aggregated $191 million for the nine months ended September 30, 2012 compared to $118 million for the same period in 2011. Operating cash flows were favorably impacted by increased accounts receivable collections for the nine months ended September 30, 2012 compared to the same period in 2011. Operating cash flows for the nine months ended September 30, 2012 were negatively impacted by $8 million ($5 million net of income taxes) of severance, lease cancellation and transaction payments. Operating cash flows for the nine months ended September 30, 2011 were negatively impacted by $99 million ($77 million net of income taxes) of severance, transaction and financing payments, primarily related to the RehabCare Merger. Operating cash flows for the nine months ended September 30, 2012 included a net federal income tax payment of $5 million and operating cash flows for the nine months ended September 30, 2011 included a net federal income tax refund of $9 million.

The Company utilizes its ABL Facility to meet working capital needs and finance its acquisition and development activities. As a result, the Company typically carries minimal amounts of cash on its consolidated balance sheet. Based upon the Company’s expected operating cash flows and the availability of borrowings under the Company’s ABL Facility, management believes that the Company has the necessary financial resources to satisfy its expected short-term and long-term liquidity needs.

New credit facilities and notes

In connection with the RehabCare Merger, the Company entered into the New Credit Facilities and the Notes. The Company used proceeds from the New Credit Facilities and the Notes to pay the Merger Consideration, repay all amounts outstanding under the Company’s and RehabCare’s previous credit facilities and to pay transaction costs. The amounts outstanding under the Company’s and RehabCare’s former credit facilities that were repaid at the RehabCare Merger closing were $390 million and $345 million, respectively.

The New Credit Facilities had an incremental facility capacity in an aggregate amount between the two facilities of $200 million. In October 2012, the Company executed the incremental capacity by completing modifications to increase by $100 million its Term Loan Facility and expand by $100 million the borrowing capacity under its ABL Facility. The additional Term Loan Facility borrowings were issued at 97.5% and the net proceeds were used to pay down a portion of the outstanding balance under the ABL Facility. The aggregate amount outstanding under the Term Loan Facility at October 31, 2012 approximated $791 million. In connection with the $100 million expansion of the borrowing capacity under its ABL Facility, the Company also modified the accounts receivable borrowing base which will allow the Company to more easily access the full amount of the available credit. Following the closing of the transaction, the Company’s unused credit capacity totaled approximately $450 million under the ABL Facility. The other terms of the Term Loan Facility and the ABL Facility were unchanged.

In connection with the New Credit Facilities and the Notes, the Company paid $46 million of lender fees related to debt issuance that were capitalized as deferred financing costs during 2011 and paid $13 million of other financing costs that were charged to interest expense during 2011.

All obligations under the New Credit Facilities are fully and unconditionally guaranteed, subject to certain customary release provisions, by substantially all of the Company’s existing and future direct and indirect domestic 100% owned subsidiaries, as well as certain non-100% owned domestic subsidiaries as the Company may determine from time to time in its sole discretion. The Notes are guaranteed by substantially all of the Company’s domestic 100% owned subsidiaries.

The agreements governing the New Credit Facilities and the indenture governing the Notes include a number of restrictive covenants that, among other things and subject to certain exceptions and baskets, impose operating and financial restrictions on the Company and certain of its subsidiaries. In addition, the Company is required to comply with a minimum fixed charge coverage ratio and a maximum total leverage ratio under the New Credit Facilities.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Liquidity (Continued)

New credit facilities and notes (Continued)

These financing agreements governing the New Credit Facilities and the indenture governing the Notes also contain customary affirmative covenants and events of default. The Company was in compliance with the terms of the New Credit Facilities and the indenture governing the Notes at September 30, 2012.

ABL Facility

The ABL Facility has a five-year tenor and is secured by a first priority lien on eligible accounts receivable, cash, deposit accounts, and certain other assets and property and proceeds from the foregoing (the “First Priority ABL Collateral”). The ABL Facility has a second priority lien on substantially all of the Company’s other assets and properties. As of September 30, 2012, the Company had $378 million outstanding under the ABL Facility. In addition, approximately $9 million of letters of credit were issued under the ABL Facility.

Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable margin plus, at the Company’s option, either (1) LIBOR determined by reference to the costs of funds for eurodollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, or (2) a base rate determined by reference to the highest of (a) the prime rate of JPMorgan Chase Bank, N.A., (b) the federal funds effective rate plus one-half of 1.00% and (c) LIBOR as described in subclause (1) plus 1.00%. At September 30, 2012, the applicable margin for borrowings under the ABL Facility was 2.75% with respect to LIBOR borrowings and 1.75% with respect to base rate borrowings. The applicable margin is subject to adjustment each fiscal quarter, based upon average historical excess availability during the preceding quarter.

Term Loan Facility

The Term Loan Facility has a tenor of seven years and is secured by a first priority lien on substantially all of the Company’s assets and properties other than the First Priority ABL Collateral and a second priority lien on the First Priority ABL Collateral. The Term Loan Facility net proceeds at the RehabCare Merger totaled $693 million, net of a $7 million original issue discount that will be amortized over the tenor of the Term Loan Facility.

Borrowings under the Term Loan Facility bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either (1) LIBOR determined by reference to the costs of funds for eurodollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, or (2) a base rate determined by reference to the highest of (a) the prime rate of JPMorgan Chase Bank, N.A., (b) the federal funds effective rate plus one-half of 1.00% and (c) LIBOR described in subclause (1) plus 1.00%. LIBOR is subject to an interest rate floor of 1.50%. The applicable margin for borrowings under the Term Loan Facility is 3.75% with respect to LIBOR borrowings and 2.75% with respect to base rate borrowings.

In December 2011, the Company entered into two interest rate swap agreements to hedge its floating interest rate on an aggregate of $225 million of outstanding Term Loan Facility debt. The interest rate swaps have an effective date of January 9, 2012, and expire on January 11, 2016. The Company is required to make payments based upon a fixed interest rate of 1.8925% calculated on the notional amount of $225 million. In exchange, the Company will receive interest on $225 million at a variable interest rate that is based upon the three-month LIBOR, subject to a minimum rate of 1.5%. The Company determined the interest rate swaps continue to be effective cash flow hedges at September 30, 2012. The fair value of the interest rate swaps recorded in other accrued liabilities was $2 million and $1 million at September 30, 2012 and December 31, 2011, respectively.

Notes

In connection with the RehabCare Merger, the Company completed a private placement of the Notes. The Notes bear interest at an annual rate equal to 8.25% and are senior unsecured obligations of the Company and the subsidiary guarantors, ranking pari passu with all of their respective existing and future senior unsubordinated indebtedness. The indenture contains certain restrictive covenants that will, among other things, limit the Company

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Liquidity (Continued)

New credit facilities and notes (Continued)

Notes (Continued)

and certain of its subsidiaries’ ability to incur, assume or guarantee additional indebtedness; pay dividends; make distributions or redeem or repurchase stock; restrict dividends, loans or asset transfers from the Company’s subsidiaries; sell or otherwise dispose of assets; and enter into transactions with affiliates. These covenants are subject to a number of limitations and exceptions. The indenture also contains customary events of default.

Pursuant to a registration rights agreement, the Company filed with the SEC a registration statement related to an offer to exchange the Notes for an issue of SEC-registered notes with substantially identical terms. The exchange offer commenced on October 13, 2011 and was completed on November 10, 2011.

Other financing activities

As a result of deterioration in professional liability and workers compensation underwriting results of the Company’s limited purpose insurance subsidiary in 2011, the Company made a capital contribution of $9 million during the nine months ended September 30, 2012 to its limited purpose insurance subsidiary. Conversely, as a result of improved professional liability underwriting results of the Company’s limited purpose insurance subsidiary in 2010, the Company received a distribution of $3 million during the nine months ended September 30, 2011 from its limited purpose insurance subsidiary. These transactions were completed in accordance with applicable regulations. Neither the capital contribution nor the distribution had any impact on earnings.

Capital Resources

Capital expenditures and acquisitions

Excluding the RehabCare Merger and acquisitions, routine capital expenditures (expenditures necessary to maintain existing facilities that generally do not increase capacity or add services) totaled $77 million for the nine months ended September 30, 2012 compared to $95 million for the same period in 2011. Hospital development capital expenditures (primarily replacement facility construction) totaled $35 million for the nine months ended September 30, 2012 compared to $54 million for the same period in 2011. Nursing and rehabilitation center development capital expenditures (primarily the addition of transitional care services for higher acuity patients) totaled $3 million for the nine months ended September 30, 2012 compared to $15 million for the same period in 2011. Excluding acquisitions, the Company anticipates that routine capital spending for 2012 should approximate $135 million to $145 million, hospital development capital spending should approximate $35 million to $40 million and nursing and rehabilitation center development capital spending should approximate $5 million. Management expects that substantially all of these expenditures will be financed through internal sources. Management believes that its capital expenditure program is adequate to improve and equip existing facilities. At September 30, 2012, the estimated cost to complete and equip construction in progress approximated $17 million.

The RehabCare Merger purchase price totaled $963 million and was comprised of $662 million in cash and $301 million of Kindred common stock.

Excluding the RehabCare Merger, the Company financed acquisitions with either operating cash flows or its ABL Facility. These expenditures totaled $139 million for the nine months ended September 30, 2012 compared to $69 million for the same period in 2011.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Capital Resources (Continued)

Renewal of Ventas facilities

On April 27, 2012, the Company provided Ventas with notices to renew the Renewal Facilities for an additional five years. The current lease term for the Renewal Facilities is scheduled to expire in April 2013.

Other Information

Effects of inflation and changing prices

The Company derives a substantial portion of its revenues from the Medicare and Medicaid programs. Congress and certain state legislatures have enacted or may enact additional significant cost containment measures limiting the Company’s ability to recover its cost increases through increased pricing of its healthcare services. Medicare revenues in LTAC hospitals and nursing centers are subject to fixed payments under the Medicare prospective payment systems.

Medicaid reimbursement rates in many states in which the Company operates nursing and rehabilitation centers also are based upon fixed payment systems. Generally, these rates are adjusted annually for inflation. However, these adjustments may not reflect the actual increase in the costs of providing healthcare services.

Various healthcare reform provisions became law upon the enactment of the ACA. The reforms contained in the ACA are affecting certain of the Company’s businesses and the Company expects that it will impact all of them in some manner. Several of the reforms are very significant and could ultimately change the nature of the Company’s services, the methods of payment for the Company’s services and the underlying regulatory

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Other Information (Continued)

Effects of inflation and changing prices (Continued)

environment. The reforms include possible modifications to the conditions of qualification for payment, bundling payments to cover both acute and post-acute care and the imposition of enrollment limitations on new providers. In addition, a primary goal of healthcare reform is to reduce costs, which includes reductions in the reimbursement paid to the Company and other healthcare providers. Moreover, healthcare reform could negatively impact insurance companies, other third party payors, the Company’s customers, as well as other healthcare providers, which may in turn negatively impact the Company’s business. As such, these healthcare reforms or other similar healthcare reforms could have a material adverse effect on the Company’s business, financial position, results of operations and liquidity. There is also the possibility that implementation of the provisions expanding health insurance coverage or the entire ACA will be delayed, revised or eliminated as a result of efforts to repeal or amend the law. Although the U.S. Supreme Court has upheld the constitutionality of the ACA, the potential for future court proceedings, the outcome of the 2012 presidential election and potential efforts in the U.S. Congress to repeal, amend or retract funding for various aspects of the ACA create additional uncertainty about the ultimate impact of the ACA on the Company and the healthcare industry. Due to the substantial regulatory changes that will need to be implemented by CMS and others, and the numerous processes required to implement these reforms, the Company cannot predict which healthcare initiatives will be implemented at the federal or state level, the timing of any such reforms, or the effect such reforms or any other future legislation or regulation will have on the Company’s business, financial position, results of operations and liquidity.

The ACA enacted a series of reductions to the annual market basket payment updates for LTAC hospitals. Congress also mandated that the annual market basket payment update for a variety of providers, including LTAC hospitals, nursing centers, IRFs, hospice providers and home health providers, be reduced for a “productivity adjustment” determined by CMS. These productivity adjustments may vary and will be determined annually by CMS. The productivity adjustments for LTAC hospitals, IRFs and nursing centers were implemented on October 1, 2011. The productivity adjustments for hospice providers and home health providers are to be implemented on October 1, 2012 and October 1, 2014, respectively.

The Budget Control Act of 2011, enacted on August 2, 2011, increased the United States debt ceiling in connection with deficit reductions over the next ten years. In accordance with the Budget Control Act of 2011, $1.2 trillion in domestic and defense spending reductions will automatically begin February 1, 2013, split evenly between domestic and defense spending. Payments to Medicare providers are subject to these automatic spending reductions, subject to a 2% cap. At this time, the Company believes this will result in an automatic 2% reduction on each claim submitted to Medicare beginning February 1, 2013. Reductions to Medicare and Medicaid reimbursement resulting from the Budget Control Act of 2011 could have a material adverse effect on the Company’s business, financial position, results of operations and liquidity.

The Long-Term Acute Care Prospective Payment System (“LTAC PPS”) maintains LTAC hospitals as a distinct provider type, separate from short-term acute care hospitals. Only providers certified as LTAC hospitals may be paid under this system. To maintain certification under LTAC PPS, the average length of stay of fee for service Medicare patients must be at least 25 days.

On August 1, 2012, CMS issued the 2012 CMS Rule. Included in the 2012 CMS Rule is (1) a market basket increase to the standard federal payment rate of 2.6%; (2) offsets to the standard federal payment rate mandated by the ACA of: (a) 0.7% to account for the effect of a productivity adjustment, and (b) 0.1% as required by statute; (3) a wage level budget neutrality factor of 0.999265 applied to the adjusted standard federal payment rate; (4) adjustments to area wage indexes; and (5) a decrease in the high cost outlier threshold per discharge to $15,408. Effective December 29, 2012, the 2012 CMS Rule also would (1) begin a three-year phase-in of a 3.75% budget neutrality adjustment which would reduce LTAC hospital rates by 1.3% in 2013; and (2) restore a payment reduction that would limit payments for very short-stay outliers that would reduce the Company’s LTAC hospital payments by approximately 0.5%. The 2012 CMS Rule also (1) provides for a one-year extension of the existing

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Other Information (Continued)

Effects of inflation and changing prices (Continued)

moratorium on the “25 Percent Rule” (described below) pending the results of an ongoing research initiative to re-define the role of LTAC hospitals in the Medicare program, and (2) allows for the expiration of the current moratorium on the development or expansion of LTAC hospitals on December 29, 2012.

In aggregate, based upon its review of the 2012 CMS Rule, the Company expects that LTAC Medicare payment rates will decline slightly in 2013 compared to current rates. The 2012 CMS Rule does not include the impact of a 2% sequestration payment reduction mandated by Congress that is expected to begin in February 2013.

CMS is currently evaluating various certification criteria for designating a hospital as a LTAC hospital. If such certification criteria were developed and enacted into legislation, the Company’s hospitals may not be able to maintain their status as LTAC hospitals or may need to adjust their operations.

The SCHIP Extension Act became law on December 29, 2007. This legislation provides for, among other things:

(1)

a mandated study by the Secretary of Health and Human Services on the establishment of LTAC hospital certification criteria;

(2)

enhanced medical necessity review of LTAC hospital cases;

(3)

a three-year moratorium on the establishment of a LTAC hospital or satellite facility, subject to exceptions for facilities under development;

(4)

a three-year moratorium on an increase in the number of licensed beds at a LTAC hospital or satellite facility, subject to exceptions for states where there is only one other LTAC hospital and upon request following the closure or decrease in the number of licensed beds at a LTAC hospital within the state;

(5)

a three-year moratorium on the application of a one-time budget neutrality adjustment to payment rates to LTAC hospitals under LTAC PPS;

(6)

a three-year moratorium on very short-stay outlier payment reductions to LTAC hospitals initially implemented on May 1, 2007;

(7)

a three-year moratorium on the application of the policy known as the “25 Percent Rule” to freestanding LTAC hospitals;

(8)

a three-year period during which LTAC hospitals that are co-located with another hospital may admit up to 50% of their patients from their co-located hospital and still be paid according to LTAC PPS;

(9)

a three-year period during which LTAC hospitals that are co-located with an urban single hospital or a hospital that generates more than 25% of the Medicare discharges in a metropolitan statistical area (“MSA Dominant hospital”) may admit up to 75% of their patients from such urban single hospital or MSA Dominant hospital and still be paid according to LTAC PPS; and

(10)

the elimination of the July 1, 2007 market basket increase in the standard federal payment rate of 0.71%, effective for discharges occurring on or after April 1, 2008.

The ACA revised certain provisions of the SCHIP Extension Act. The moratoriums on the establishment of new LTAC hospitals or satellites and bed increases at LTAC hospitals or satellites, the application of a one-time budget neutrality adjustment to rates, the payment reductions due to the very short-stay outlier provisions and application of the “25 Percent Rule” to freestanding hospitals were extended from three years to five years. In addition, the periods during which LTAC hospitals may admit up to 50% of their patients from co-located hospitals and during which LTAC hospitals may admit up to 75% of their patients from a MSA Dominant hospital were extended from three years to five years as well. The 2012 CMS Rule extended by one additional year the moratorium on the application of the “25 Percent Rule” to freestanding hospitals and added one additional year during which LTAC hospitals may admit up to 50% of their patients from co-located hospitals and during which LTAC hospitals may admit up to 75% of their patients from a MSA Dominant hospital.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Other Information (Continued)

Effects of inflation and changing prices (Continued)

CMS has regulations governing payments to LTAC hospitals that are co-located with another hospital (a “HIH”). The rules generally limit Medicare payments to the HIH if the Medicare admissions to the HIH from its co-located hospital exceed 25% of the total Medicare discharges for the HIH’s cost reporting period, the “25 Percent Rule.” There are limited exceptions for admissions from rural, urban single and MSA Dominant hospitals. Admissions that exceed this “25 Percent Rule” are paid using the short-term acute care inpatient payment system (“IPPS”). Patients transferred after they have reached the short-term acute care outlier payment status are not counted toward the admission threshold. Patients admitted prior to meeting the admission threshold, as well as Medicare patients admitted from a non co-located hospital, are eligible for the full payment under LTAC PPS. If the HIH’s admissions from the co-located hospital exceed the limit in a cost reporting period, Medicare will pay the lesser of (1) the amount payable under LTAC PPS or (2) the amount payable under IPPS. At September 30, 2012, the Company operated 26 HIHs with 987 licensed beds.

On May 1, 2007, CMS issued regulatory changes regarding Medicare reimbursement for LTAC hospitals (the “2007 Final Rule”). In the 2007 Final Rule, the “25 Percent Rule” was expanded to all LTAC hospitals, regardless of whether they are co-located with another hospital. Under the 2007 Final Rule, all LTAC hospitals were to be paid LTAC PPS rates for admissions from a single referral source up to 25% of aggregate Medicare admissions. Patients reaching high cost outlier status in the short-term hospital were not to be counted when computing the 25% limit. Admissions beyond the 25% threshold were to be paid at a lower amount based upon IPPS. However, as set forth above, the SCHIP Extension Act initially placed a three-year moratorium on the expansion of the “25 Percent Rule” to freestanding hospitals. That moratorium was extended to five years by the ACA. This moratorium was further extended for one additional year under the 2012 CMS Rule. In addition, the SCHIP Extension Act initially provided for a three-year period during which (1) LTAC hospitals may admit up to 50% of their patients from their co-located hospitals and still be paid according to LTAC PPS; and (2) LTAC hospitals that are co-located with an urban single hospital or a MSA Dominant hospital may admit up to 75% of their patients from such urban single or MSA Dominant hospital and still be paid according to LTAC PPS. Those periods also were extended to five years under the ACA and one additional year under the 2012 CMS Rule.

On July 30, 2010, CMS issued final regulations regarding Medicare reimbursement for LTAC hospitals for the fiscal year beginning October 1, 2010. Included in those final regulations is (1) a market basket increase to the standard federal payment rate of 2.5%; (2) an offset of 2.5% applied to the standard federal payment rate to account for the effect of documentation and coding changes; (3) an offset of 0.5% applied to the standard federal payment rate as mandated by the ACA; (4) adjustments to area wage indexes; and (5) an increase in the high cost outlier threshold per discharge to $18,785. CMS indicated that all of these changes will result in a 0.5% increase to average Medicare payments to LTAC hospitals.

On August 1, 2011, CMS issued final regulations regarding Medicare reimbursement for LTAC hospitals for the fiscal year beginning October 1, 2011. Included in the final regulations is (1) a market basket increase to the standard federal payment rate of 2.9%; (2) offsets to the standard federal payment rate mandated by the ACA of: (a) 1.0% to account for the effect of a productivity adjustment, and (b) 0.1% as required by statute; (3) a wage level budget neutrality factor of 0.99775 applied to the adjusted standard federal payment rate; (4) adjustments to area wage indexes; and (5) a decrease in the high cost outlier threshold per discharge to $17,931. CMS has projected the impact of these changes will result in a 2.5% increase to average Medicare payments to LTAC hospitals. Management believes that the impact of these changes to LTAC PPS would result in an approximate 0.7% increase in payments to the Company’s LTAC hospitals.

On August 2, 2011, the Long-Term Care Hospital Improvement Act of 2011 was introduced into the United States Senate (the “LTAC Legislation”) and is currently pending review by the United States Senate Finance Committee. If enacted, the LTAC Legislation would implement new patient and facility criteria for LTAC hospitals and alleviate the negative impact of various scheduled Medicare reimbursement adjustments. The LTAC Legislation provides for patient criteria to ensure that LTAC hospital patients are physician screened prior to admission and

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Other Information (Continued)

Effects of inflation and changing prices (Continued)

throughout their stay for the appropriateness of their stay in a LTAC hospital. In addition, facility criteria would establish common requirements for the programmatic, personnel and clinical operations of a LTAC hospital. The LTAC Legislation further provides that at least 70% of patients must be medically complex in order for a hospital to maintain its Medicare certification as a LTAC hospital. The LTAC Legislation also would repeal the “25 Percent Rule” for all LTAC hospitals, the scheduled very short-stay outlier payment reductions and the one-time budget neutrality adjustment requirement. There can be no assurances that the LTAC Legislation will be enacted in its current form or at all.

The Company cannot predict the ultimate long-term impact of LTAC PPS. This payment system is subject to significant change. Slight variations in patient acuity or length of stay could significantly change Medicare revenues generated under LTAC PPS. In addition, the Company’s hospitals may not be able to appropriately adjust their operating costs to changes in patient acuity and length of stay or to changes in reimbursement rates. In addition, there can be no assurance that LTAC PPS will not have a material adverse effect on revenues from commercial third party payors. Various factors, including a reduction in average length of stay, have negatively impacted revenues from commercial third party payors in recent years.

On July 29, 2011, CMS issued final regulations regarding Medicare reimbursement for IRFs for the fiscal year beginning October 1, 2011. Included in these final regulations are (1) a market basket increase to the standard payment conversion factor of 2.9%; (2) offsets to the standard payment conversion factor mandated by the ACA of: (a) 1.0% to account for the effect of a productivity adjustment, and (b) 0.1% as required by statute; (3) a wage level budget neutrality factor of 0.9988 applied to the standard payment conversion factor; (4) a case mix group budget neutrality factor of 0.9988 applied to the standard payment conversion factor; (5) adjustments to area wage indexes; and (6) a decrease in the high cost outlier threshold per discharge to $10,660. CMS has projected the impact of these changes will result in a 2.2% increase to average Medicare payments to IRFs.

On July 25, 2012, CMS issued final regulations regarding Medicare reimbursement for IRFs for the fiscal year beginning October 1, 2012. Included in these final regulations are (1) a market basket increase to the standard payment conversion factor of 2.7%; (2) offsets to the standard payment conversion factor mandated by the ACA of: (a) 0.7% to account for the effect of a productivity adjustment, and (b) 0.1% as required by statute; (3) adjustments to area wage indexes; and (4) a decrease in the high cost outlier threshold per discharge to $10,466. CMS has projected the impact of these changes will result in a 2.1% increase to average Medicare payments to IRFs.

On July 16, 2010, CMS issued a notice that updates the payment rates for nursing centers for the fiscal year beginning October 1, 2010. That notice provided for an increase in rates of 1.7%, which is comprised of a market basket increase of 2.3% less a forecast error adjustment of 0.6%. In addition, for the fiscal year beginning October 1, 2010, CMS increased the number of resource utilization group (“RUG”) categories for nursing centers from 53 to 66 (i.e., RUGs IV) and amended the criteria, including the provision of therapy services, used to classify patients into these categories. CMS indicated that these changes would be enacted in a budget neutral manner. CMS began paying claims using the RUGs IV system effective October 1, 2010. Based upon management’s experience, these final regulations resulted in increased payments to the Company for the federal fiscal year ending September 30, 2011. The therapy time requirements to qualify for rehabilitation RUG categories are unchanged under RUGs IV, however the regulatory changes altered how minutes were allocated to calculate the RUGs scores using the most recent clinical assessment tool of the minimum data set (“MDS 3.0”). Rather than count all therapy time that a nursing center patient receives, rehabilitation providers must now allocate therapy minutes between the patients being served during concurrent therapy sessions. In addition, the number of patients that a therapist/assistant may treat concurrently is limited to two patients. These changes have required the Company to employ more therapists to provide additional individual therapy minutes.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Other Information (Continued)

Effects of inflation and changing prices (Continued)

CMS issued the 2011 CMS Rules on July 29, 2011, updating Medicare payment rates for skilled nursing centers effective October 1, 2011. The 2011 CMS Rules impose (1) a negative adjustment to RUGs IV therapy rates, and (2) a net market basket increase of 1.7% consisting of (a) a 2.7% market basket inflation increase, less (b) a 1.0% adjustment to account for the effect of a productivity adjustment. CMS has projected the impact of these changes will result in an 11.1% decrease in payments to skilled nursing and rehabilitation centers. In addition to these rate changes, the 2011 CMS Rules introduced additional changes to RUG calculations along with adding additional patient assessments. Under the 2011 CMS Rules, group therapy is defined as therapy sessions with four patients who are performing similar therapy activities. In addition, for purposes of assigning patients to RUGs IV payment categories, the minutes of group therapy are divided by four with 25% of the minutes being allocated to each patient. The 2011 CMS Rules also clarify the circumstances for reporting breaks in care of three or more days of therapy and also implement a new change of therapy assessment that is designed to allocate the patient to the RUG level that represents the treatment provided in the last seven days. Both changes are likely to produce alterations in the RUG scores billed for the patient along with generating additional patient assessments. The Company’s rehabilitation division has hired additional therapists to facilitate the provision of additional individual minutes to address patient needs. The Company believes that the 2011 CMS Rules could reduce its annual revenues by approximately $100 million to $110 million in the Company’s nursing center business and negatively impact the Company’s rehabilitation therapy business by approximately $40 million to $50 million on an annual basis.

In February 2012, Congress passed the Job Creation Act of 2012 which provides for reductions in reimbursement of Medicare bad debts at the Company’s hospitals and nursing and rehabilitation centers. For the hospitals, the current bad debt reimbursement rate of 70% for all bad debts will be lowered to 65%. That change becomes effective for cost reporting periods beginning on or after October 1, 2012. For the nursing and rehabilitation centers, the Job Creation Act of 2012 provides for a phase-in of the reduction in the rate of reimbursement for bad debts of patients that are dually eligible for Medicare and Medicaid. The rate of reimbursement will be reduced from 100% to 88%, then 76% and then 65% for cost reporting periods beginning on or after October 1, 2012, October 1, 2013, and October 1, 2014, respectively. The rate of reimbursement for patients not dually eligible for both Medicare and Medicaid will be reduced from 70% to 65%, effective with cost reporting periods beginning on or after October 1, 2012. Approximately 90% of the Company’s Medicare bad debt reimbursements incurred at its nursing and rehabilitation centers are associated with patients that are dually eligible.

On July 27, 2012, CMS issued final regulations updating Medicare payment rates for skilled nursing and rehabilitation centers effective October 1, 2012. These final regulations implement a net market basket increase of 1.8% consisting of (1) a 2.5% market basket inflation increase, less (2) a 0.7% adjustment to account for the effect of a productivity adjustment.

Medicare Part B provides reimbursement for certain physician services, limited drug coverage and other outpatient services, such as therapy and other services, outside of a Medicare Part A covered patient stay. Payment for these services is determined according to the Medicare Physician Fee Schedule (“MPFS”). Annually since 1997, the MPFS has been subject to a sustainable growth rate adjustment (“SGR”), intended to keep spending growth in line with allowable spending. Each year since the SGR was enacted, this adjustment produced a scheduled negative update to payment for physicians, therapists and other healthcare providers paid under the MPFS. Annually, since 2002, Congress has stepped in with so-called “doc fix” legislation to stop payment cuts to physicians. In February 2012, Congress passed the Job Creation Act of 2012 which further suspended the payment cut until December 31, 2012.

Since 2006, federal legislation has provided for an annual Medicare Part B outpatient therapy cap. In succeeding years, CMS subsequently increased the amount of the therapy cap. Legislation also was passed that required CMS to implement a broad process for reviewing medically necessary therapy claims, creating an exception to the cap. Legislation has annually extended the Medicare Part B outpatient therapy cap exception

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Other Information (Continued)

Effects of inflation and changing prices (Continued)

process. The Job Creation Act of 2012 further extended the therapy cap exception process through December 31, 2012. Patients in the Company’s facilities whose stay is not reimbursed by Medicare must seek reimbursement for their therapy under Medicare Part B and are subject to the therapy cap.

In February 2012, the Middle Class Tax Relief Act of 2012 was enacted, which provides that certain Medicare Part B therapy services exceeding a threshold of $3,700 would be subject to a pre-payment manual medical review process effective October 1, 2012. Providers were eligible to begin submitting medical review requests in September; however outcomes of the medical review will not be received any earlier than October 1. The review process for these services is scheduled to expire on December 31, 2012, but Congress may elect to extend it beyond the initial three month period or make it permanent. This review process has had an adverse effect on the provision and billing of services for patients and could negatively impact therapist productivity.

Effective January 1, 2011, reimbursement rates for Medicare Part B therapy services included in the MPFS were reduced for secondary procedures when multiple therapy services are provided on the same day. CMS projected that the rule would result in an approximate 7% rate reduction for Medicare Part B therapy services in calendar year 2011. The Company estimated that this rule reduced its Medicare revenues related to Part B therapy services by approximately $7 million in 2011.

On November 2, 2012, CMS issued final regulations regarding Medicare payment rates for home health agencies effective January 1, 2013. These final regulations implement a net market basket increase of 1.3% consisting of: (1) a 2.3% market basket inflation increase, less (2) a 1.0% adjustment mandated by the ACA. In addition, CMS implemented a 1.32% reduction in case mix. CMS has projected the impact of these changes will result in a 0.01% decrease in payments to home health agencies.

On July 24, 2012, CMS issued final regulations regarding Medicare payment rates for hospice providers effective October 1, 2012. These final regulations implement a net market basket increase of 1.6% consisting of: (1) a 2.6% market basket inflation increase, less (2) offsets to the standard payment conversion factor mandated by the ACA of: (a) a 0.7% adjustment to account for the effect of a productivity adjustment, and (b) 0.3% as required by statute. CMS has projected the impact of these changes will result in a 0.9% increase in payments to hospice providers.

The Company believes that its operating margins will continue to be under pressure as the growth in operating expenses, particularly professional liability, labor and employee benefits costs, exceeds payment increases from third party payors. In addition, as a result of competitive pressures, the Company’s ability to maintain operating margins through price increases to private patients is limited.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Condensed Consolidated Statement of Operations

(Unaudited)

(In thousands, except per share amounts)


	2011 Quarters												2012 Quarters
	First			Second			Third			Fourth			First			Second			Third
Revenues	$	1,192,421		$	1,292,592		$	1,514,062		$	1,522,688		$	1,579,970		$	1,535,828		$	1,525,792

Salaries, wages and benefits		678,695			765,133			900,570			911,417			945,302			907,106			912,924
Supplies		90,022			96,718			107,514			107,760			111,295			108,238			106,594
Rent		91,453			95,677			105,511			106,616			107,968			107,541			108,449
Other operating expenses		259,369			287,132			305,305			312,674			310,964			312,995			305,988
Other income		(2,785	)		(2,880	)		(2,815	)		(2,711	)		(2,748	)		(2,698	)		(2,775	)
Impairment charges		—			—			26,712			102,569			867			329			3,911
Depreciation and amortization		32,549			37,871			46,947			48,227			48,690			49,802			50,600
Interest expense		5,728			23,157			25,790			26,244			26,578			26,716			26,668
Investment income		(495	)		(257	)		(37	)		(242	)		(292	)		(275	)		(229	)

		1,154,536			1,302,551			1,515,497			1,612,554			1,548,624			1,509,754			1,512,130

Income (loss) from continuing operations before income taxes		37,885			(9,959	)		(1,435	)		(89,866	)		31,346			26,074			13,662
Provision (benefit) for income taxes		15,609			(3,419	)		(2,342	)		(16,952	)		12,814			10,797			5,753

Income (loss) from continuing operations		22,276			(6,540	)		907			(72,914	)		18,532			15,277			7,909
Discontinued operations, net of income taxes:
Income (loss) from operations		(179	)		587			1,119			1,025			110			(14	)		47
Loss on divestiture of operations		—			—			—			—			—			—			(349	)

Income (loss) from discontinued operations		(179	)		587			1,119			1,025			110			(14	)		(302	)

Net income (loss)		22,097			(5,953	)		2,026			(71,889	)		18,642			15,263			7,607
(Earnings) loss attributable to noncontrolling interests		—			421			(241	)		58			(451	)		239			(41	)

Income (loss) attributable to Kindred	$	22,097		$	(5,532	)	$	1,785		$	(71,831	)	$	18,191		$	15,502		$	7,566

Amounts attributable to Kindred stockholders:
Income (loss) from continuing operations	$	22,276		$	(6,119	)	$	666		$	(72,856	)	$	18,081		$	15,516		$	7,868
Income (loss) from discontinued operations		(179	)		587			1,119			1,025			110			(14	)		(302	)

Net income (loss)	$	22,097		$	(5,532	)	$	1,785		$	(71,831	)	$	18,191		$	15,502		$	7,566

Earnings (loss) per common share:
Basic:
Income (loss) from continuing operations	$	0.56		$	(0.14	)	$	0.01		$	(1.42	)	$	0.35		$	0.29		$	0.15
Discontinued operations:
Income (loss) from operations		—			0.01			0.02			0.02			—			—			—
Loss on divestiture of operations		—			—			—			—			—			—			(0.01	)

Net income (loss)	$	0.56		$	(0.13	)	$	0.03		$	(1.40	)	$	0.35		$	0.29		$	0.14

Diluted:
Income (loss) from continuing operations	$	0.55		$	(0.14	)	$	0.01		$	(1.42	)	$	0.35		$	0.29		$	0.15
Discontinued operations:
Income (loss) from operations		—			0.01			0.02			0.02			—			—			—
Loss on divestiture of operations		—			—			—			—			—			—			(0.01	)

Net income (loss)	$	0.55		$	(0.13	)	$	0.03		$	(1.40	)	$	0.35		$	0.29		$	0.14

Shares used in computing earnings (loss) per common share:
Basic		39,035			43,231			51,329			51,335			51,603			51,664			51,676
Diluted		39,543			43,231			51,406			51,335			51,638			51,675			51,709

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Operating Data

(Unaudited)

(In thousands)


	2011 Quarters												2012 Quarters
	First			Second			Third			Fourth			First			Second			Third
Revenues:
Hospital division	$	558,974		$	593,425		$	684,781		$	712,812		$	765,823		$	729,419		$	714,738
Nursing center division		567,472			568,199			571,226			547,202			544,319			535,644			534,188
Rehabilitation division:
Skilled nursing rehabilitation services		114,618			161,246			252,574			246,720			255,451			255,187			253,459
Hospital rehabilitation services		22,490			38,291			69,811			70,232			74,369			73,379			71,899

		137,108			199,537			322,385			316,952			329,820			328,566			325,358

Home health and hospice division		8,038			10,828			15,419			26,451			28,432			28,872			35,943

		1,271,592			1,371,989			1,593,811			1,603,417			1,668,394			1,622,501			1,610,227
Eliminations:
Skilled nursing rehabilitation services		(57,081	)		(57,587	)		(57,922	)		(57,087	)		(58,433	)		(57,056	)		(55,534	)
Hospital rehabilitation services		(21,225	)		(20,706	)		(20,528	)		(22,167	)		(28,317	)		(27,755	)		(27,097	)
Nursing and rehabilitation centers		(865	)		(1,104	)		(1,299	)		(1,475	)		(1,674	)		(1,862	)		(1,804	)

		(79,171	)		(79,397	)		(79,749	)		(80,729	)		(88,424	)		(86,673	)		(84,435	)

		$1,192,421			$1,292,592			$1,514,062			$1,522,688			$1,579,970			$1,535,828			$1,525,792

Income (loss) from continuing operations:
Operating income (loss):
Hospital division	$	108,385		$	108,465		$	125,701		$	144,891		$	160,669		$	141,511		$	138,762
Nursing center division		87,350			93,532			89,592			67,791			65,533			71,005			70,928	(a)
Rehabilitation division:
Skilled nursing rehabilitation services		9,159			15,978			27,575			13,204			14,193			22,942			19,659
Hospital rehabilitation services		5,332			8,033			15,606			14,760			16,116			17,860			16,977

		14,491			24,011			43,181			27,964			30,309			40,802			36,636

Home health and hospice division		(10	)		(447	)		1,107			2,453			2,341			2,789			3,645
Corporate:
Overhead		(38,315	)		(43,801	)		(48,806	)		(43,878	)		(42,728	)		(44,723	)		(45,883	)
Insurance subsidiary		(602	)		(420	)		(750	)		(534	)		(482	)		(600	)		(545	)

		(38,917	)		(44,221	)		(49,556	)		(44,412	)		(43,210	)		(45,323	)		(46,428	)
Impairment charges		—			—			(26,712	)		(102,569	)		(867	)		(329	)		(3,911	)(b)
Transaction costs		(4,179	)		(34,851	)		(6,537	)		(5,139	)		(485	)		(597	)		(482	)

Operating income		167,120			146,489			176,776			90,979			214,290			209,858			199,150
Rent		(91,453	)		(95,677	)		(105,511	)		(106,616	)		(107,968	)		(107,541	)		(108,449	)(c)
Depreciation and amortization		(32,549	)		(37,871	)		(46,947	)		(48,227	)		(48,690	)		(49,802	)		(50,600	)
Interest, net		(5,233	)		(22,900	)		(25,753	)		(26,002	)		(26,286	)		(26,441	)		(26,439	)

Income (loss) from continuing operations before income taxes		37,885			(9,959	)		(1,435	)		(89,866	)		31,346			26,074			13,662
Provision (benefit) for income taxes		15,609			(3,419	)		(2,342	)		(16,952	)		12,814			10,797			5,753

	$	22,276		$	(6,540	)	$	907		$	(72,914	)	$	18,532		$	15,277		$	7,909

(a)	Includes employee retention costs of $0.6 million incurred in connection with the decision to allow the leases to expire for 54 nursing and rehabilitation centers leased from Ventas.

(b)	Includes an impairment charge of $3.2 million incurred in connection with the planned divestiture of a LTAC hospital.

(c)	Includes a lease cancellation charge of $0.6 million incurred in connection with the closing of a LTAC hospital.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Operating Data (Continued)

(Unaudited)

(In thousands)


	2011 Quarters								2012 Quarters
	First		Second		Third		Fourth		First		Second		Third
Rent:
Hospital division	$	40,299	$	43,997	$	52,737	$	52,299	$	55,367	$	54,719	$	55,391
Nursing center division		49,384		49,562		49,862		49,748		49,938		50,229		50,290
Rehabilitation division:
Skilled nursing rehabilitation services		1,509		1,540		1,811		1,415		1,392		1,359		1,309
Hospital rehabilitation services		28		33		95		72		78		39		2

		1,537		1,573		1,906		1,487		1,470		1,398		1,311
Home health and hospice division		189		251		358		568		615		609		805
Corporate		44		294		648		2,514		578		586		652

	$	91,453	$	95,677	$	105,511	$	106,616	$	107,968	$	107,541	$	108,449

Depreciation and amortization:
Hospital division	$	14,278	$	16,572	$	21,612	$	22,448	$	22,603	$	22,866	$	23,110
Nursing center division		11,793		13,038		12,655		12,554		12,741		13,229		13,564
Rehabilitation division:
Skilled nursing rehabilitation services		654		1,221		2,699		2,617		2,628		2,724		2,791
Hospital rehabilitation services		97		819		2,372		2,349		2,324		2,323		2,328

		751		2,040		5,071		4,966		4,952		5,047		5,119
Home health and hospice division		105		118		324		902		898		925		1,137
Corporate		5,622		6,103		7,285		7,357		7,496		7,735		7,670

	$	32,549	$	37,871	$	46,947	$	48,227	$	48,690	$	49,802	$	50,600

Capital expenditures, excluding acquisitions (including discontinued operations):
Hospital division:
Routine	$	12,144	$	11,809	$	12,919	$	9,521	$	10,345	$	9,095	$	9,015
Development		7,777		6,423		39,964		13,157		9,949		11,289		14,334

		19,921		18,232		52,883		22,678		20,294		20,384		23,349
Nursing center division:
Routine		8,155		8,000		10,572		7,577		4,229		3,417		4,965
Development		3,322		7,705		4,113		4,027		673		1,087		843

		11,477		15,705		14,685		11,604		4,902		4,504		5,808
Rehabilitation division:
Skilled nursing rehabilitation services:
Routine		235		179		255		1,031		326		569		707
Development		—		—		—		—		—		—		—

		235		179		255		1,031		326		569		707
Hospital rehabilitation services:
Routine		25		72		81		60		46		60		125
Development		—		—		—		—		—		—		—

		25		72		81		60		46		60		125
Home health and hospice division:
Routine		20		38		41		65		124		145		160
Development		10		181		75		901		—		—		—

		30		219		116		966		124		145		160
Corporate:
Information systems		3,932		13,641		11,516		18,629		6,864		15,195		10,842
Other		207		211		1,211		757		172		278		125

	$	35,827	$	48,259	$	80,747	$	55,725	$	32,728	$	41,135	$	41,116

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Condensed Consolidating Statement of Operations

(Unaudited)

(In thousands)


	Third Quarter 2012
							Rehabilitation division
	Hospital division (a)			Nursing center division (b)			Skilled nursing services			Hospital services			Total			Home health and hospice division		Corporate			Transaction- related costs			Eliminations			Consolidated
Revenues	$	714,738		$	534,188		$	253,459		$	71,899		$	325,358		$	35,943	$	—		$	—		$	(84,435	)	$	1,525,792

Salaries, wages and benefits		321,810			259,095			223,305			50,724			274,029			26,332		32,008			(350	)		—			912,924
Supplies		77,536			26,587			697			33			730			1,557		184			—			—			106,594
Rent		55,391			50,290			1,309			2			1,311			805		652			—			—			108,449
Other operating expenses		176,630			177,578			9,798			4,165			13,963			4,409		17,011			832			(84,435	)		305,988
Other income		—			—			—			—			—			—		(2,775	)		—			—			(2,775	)
Impairment charges		3,487			424			—			—			—			—		—			—			—			3,911
Depreciation and amortization		23,110			13,564			2,791			2,328			5,119			1,137		7,670			—			—			50,600
Interest expense		231			20			36			—			36			4		26,377			—			—			26,668
Investment income		(17	)		(22	)		—			—			—			—		(190	)		—			—			(229	)

		658,178			527,536			237,936			57,252			295,188			34,244		80,937			482			(84,435	)		1,512,130

Income from continuing operations before income taxes	$	56,560		$	6,652		$	15,523		$	14,647		$	30,170		$	1,699	$	(80,937	)	$	(482	)	$	—			13,662

Provision for income taxes																												5,753

Income from continuing operations																											$	7,909


	Third Quarter 2011
							Rehabilitation division
	Hospital division			Nursing center division			Skilled nursing services			Hospital services			Total			Home health and hospice division		Corporate			Transaction- related costs			Eliminations			Consolidated
Revenues	$	684,781		$	571,226		$	252,574		$	69,811		$	322,385		$	15,419	$	—		$	—		$	(79,749	)	$	1,514,062

Salaries, wages and benefits		316,507			272,505			215,889			49,297			265,186			11,653		33,482			1,256			(19	)		900,570
Supplies		77,045			28,650			858			58			916			652		251			—			—			107,514
Rent		52,737			49,862			1,811			95			1,906			358		648			—			—			105,511
Other operating expenses		165,528			180,479			8,252			4,850			13,102			2,007		18,638			5,281			(79,730	)		305,305
Other income		—			—			—			—			—			—		(2,815	)		—			—			(2,815	)
Impairment charges		3,102			23,610			—			—			—			—		—			—			—			26,712
Depreciation and amortization		21,612			12,655			2,699			2,372			5,071			324		7,285			—			—			46,947
Interest expense		206			25			—			—			—			—		25,559			—			—			25,790
Investment income		(1	)		(18	)		(1	)		(1	)		(2	)		—		(16	)		—			—			(37	)

		636,736			567,768			229,508			56,671			286,179			14,994		83,032			6,537			(79,749	)		1,515,497

Income (loss) from continuing operations before income taxes	$	48,045		$	3,458		$	23,066		$	13,140		$	36,206		$	425	$	(83,032	)	$	(6,537	)	$	—			(1,435	)

Income tax benefit																												(2,342	)

Income from continuing operations																											$	907

(a)	Includes an impairment charge of $3.2 million and a lease cancellation charge of $0.6 million incurred in connection with the planned divestiture of a LTAC hospital and the closing of a LTAC hospital, respectively.

(b)	Includes employee retention costs of $0.6 million incurred in connection with the decision to allow the leases to expire for 54 nursing and rehabilitation centers leased from Ventas.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Condensed Consolidating Statement of Operations (Continued)

(Unaudited)

(In thousands)


	Nine months ended September 30, 2012
							Rehabilitation division
	Hospital division (a,b)			Nursing center division (c)			Skilled nursing services			Hospital services			Total			Home health and hospice division			Corporate			Transaction- related costs			Eliminations			Consolidated
Revenues	$	2,209,980		$	1,614,151		$	764,097		$	219,647		$	983,744		$	93,247		$	—		$	—		$	(259,532	)	$	4,641,590

Salaries, wages and benefits		982,054			786,766			679,915			155,404			835,319			68,829			92,783			(350	)		(69	)		2,765,332
Supplies		239,443			79,927			2,225			127			2,352			3,826			579			—			—			326,127
Rent		165,477			150,457			4,060			119			4,179			2,029			1,816			—			—			323,958
Other operating expenses		547,541			539,992			25,163			13,163			38,326			11,817			49,820			1,914			(259,463	)		929,947
Other income		—			—			—			—			—			—			(8,221	)		—			—			(8,221	)
Impairment charges		3,838			1,269			—			—			—			—			—			—			—			5,107
Depreciation and amortization		68,579			39,534			8,143			6,975			15,118			2,960			22,901			—			—			149,092
Interest expense		810			68			36			—			36			4			79,044			—			—			79,962
Investment income		(60	)		(68	)		(1	)		—			(1	)		—			(667	)		—			—			(796	)

		2,007,682			1,597,945			719,541			175,788			895,329			89,465			238,055			1,564			(259,532	)		4,570,508

Income from continuing operations before income taxes	$	202,298		$	16,206		$	44,556		$	43,859		$	88,415		$	3,782		$	(238,055	)	$	(1,564	)	$	—			71,082

Provision for income taxes																													29,364

Income from continuing operations																												$	41,718


	Nine months ended September 30, 2011
							Rehabilitation division
	Hospital division			Nursing center division			Skilled nursing services			Hospital services			Total			Home health and hospice division			Corporate			Transaction- related costs			Eliminations			Consolidated
Revenues	$	1,837,180		$	1,706,897		$	528,438		$	130,592		$	659,030		$	34,285		$	—		$	—		$	(238,317	)	$	3,999,075

Salaries, wages and benefits		842,829			816,022			457,773			93,996			551,769			26,223			91,502			16,122			(69	)		2,344,398
Supplies		206,504			83,645			1,983			122			2,105			1,413			587			—			—			294,254
Rent		137,033			148,808			4,860			156			5,016			798			986			—			—			292,641
Other operating expenses		445,296			536,756			15,970			7,503			23,473			5,999			49,085			29,445			(238,248	)		851,806
Other income		—			—			—			—			—			—			(8,480	)		—			—			(8,480	)
Impairment charges		3,102			23,610			—			—			—			—			—			—			—			26,712
Depreciation and amortization		52,462			37,486			4,574			3,288			7,862			547			19,010			—			—			117,367
Interest expense		272			76			—			—			—			—			40,525			13,802			—			54,675
Investment income		(4	)		(58	)		(3	)		(1	)		(4	)		—			(723	)		—			—			(789	)

		1,687,494			1,646,345			485,157			105,064			590,221			34,980			192,492			59,369			(238,317	)		3,972,584

Income (loss) from continuing operations before income taxes	$	149,686		$	60,552		$	43,281		$	25,528		$	68,809		$	(695	)	$	(192,492	)	$	(59,369	)	$	—			26,491

Provision for income taxes																													9,848

Income from continuing operations																												$	16,643

(a)

Includes severance costs ($2.6 million), an impairment charge ($3.2 million) and other miscellaneous costs ($2.3 million) incurred in connection with the closing of a regional office, the planned divestiture or closing of five LTAC hospitals and the cancellation of a sub-acute unit project, and $5.0 million for employment-related lawsuits.

(b)	Includes lease cancellation charges of $3.5 million incurred in connection with the closing of four LTAC hospitals.

(c)	Includes employee retention costs of $1.3 million incurred in connection with the decision to allow the leases to expire for 54 nursing and rehabilitation centers leased from Ventas.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Operating Data

(Unaudited)


	2011 Quarters								2012 Quarters
	First		Second		Third		Fourth		First		Second		Third
Hospital division data:
End of period data:
Number of hospitals:
Long-term acute care		89		120		120		121		120		118		117
Inpatient rehabilitation		—		5		5		5		6		6		6

		89		125		125		126		126		124		123

Number of licensed beds:
Long-term acute care		6,889		8,609		8,597		8,597		8,510		8,448		8,391
Inpatient rehabilitation		—		183		183		183		229		259		259

		6,889		8,792		8,780		8,780		8,739		8,707		8,650

Revenue mix %:
Medicare		60		60		60		62		62		61		61
Medicaid		8		8		8		7		6		6		6
Medicare Advantage		10		10		10		10		10		11		11
Commercial insurance and other		22		22		22		21		22		22		22
Admissions:
Medicare		8,504		8,913		11,002		11,682		12,400		11,544		11,277
Medicaid		1,085		1,163		1,236		1,163		1,025		1,038		1,025
Medicare Advantage		1,172		1,348		1,609		1,549		1,782		1,970		1,804
Commercial insurance and other		2,282		2,290		2,669		2,853		3,081		2,770		2,797

		13,043		13,714		16,516		17,247		18,288		17,322		16,903

Admissions mix %:
Medicare		65		65		67		68		68		67		67
Medicaid		8		8		7		7		5		6		6
Medicare Advantage		9		10		10		9		10		11		11
Commercial insurance and other		18		17		16		16		17		16		16
Patient days:
Medicare		219,213		237,257		275,561		285,358		304,795		290,273		281,757
Medicaid		45,650		45,746		48,911		48,648		45,058		43,174		46,295
Medicare Advantage		35,639		39,503		47,819		47,738		51,129		53,822		52,100
Commercial insurance and other		70,522		72,759		83,375		84,677		89,305		85,645		85,647

		371,024		395,265		455,666		466,421		490,287		472,914		465,799

Average length of stay:
Medicare		25.8		26.6		25.0		24.4		24.6		25.1		25.0
Medicaid		42.1		39.3		39.6		41.8		44.0		41.6		45.2
Medicare Advantage		30.4		29.3		29.7		30.8		28.7		27.3		28.9
Commercial insurance and other		30.9		31.8		31.2		29.7		29.0		30.9		30.6
Weighted average		28.4		28.8		27.6		27.0		26.8		27.3		27.6
Revenues per admission:
Medicare	$	39,439	$	40,089	$	37,408	$	37,643	$	38,491	$	38,716	$	38,429
Medicaid		42,432		41,576		40,720		44,618		45,868		44,470		45,561
Medicare Advantage		46,217		42,708		43,616		46,154		42,632		39,541		42,784
Commercial insurance and other		54,065		56,850		57,216		52,465		53,733		57,194		56,308
Weighted average		42,856		43,271		41,462		41,330		41,876		42,109		42,285
Revenues per patient day:
Medicare	$	1,530	$	1,506	$	1,494	$	1,541	$	1,566	$	1,540	$	1,538
Medicaid		1,009		1,057		1,029		1,067		1,043		1,069		1,009
Medicare Advantage		1,520		1,457		1,468		1,498		1,486		1,447		1,481
Commercial insurance and other		1,749		1,789		1,832		1,768		1,854		1,850		1,839
Weighted average		1,507		1,501		1,503		1,528		1,562		1,542		1,534
Medicare case mix index (discharged patients only)		1.21		1.22		1.17		1.14		1.17		1.17		1.15
Average daily census		4,122		4,344		4,953		5,070		5,388		5,197		5,063
Occupancy %		68.7		65.5		62.6		63.5		67.4		64.8		63.8
Annualized employee turnover %		21.2		22.1		21.4		20.3		21.8		22.2		21.1

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Operating Data (Continued)

(Unaudited)


	2011 Quarters								2012 Quarters
	First		Second		Third		Fourth		First		Second		Third
Nursing center division data:
End of period data:
Number of facilities:
Nursing and rehabilitation centers:
Owned or leased		220		220		220		220		220		220		220
Managed		4		4		4		4		4		4		4
Assisted living facilities		6		6		6		6		6		6		6

		230		230		230		230		230		230		230

Number of licensed beds:
Nursing and rehabilitation centers:
Owned or leased		26,767		26,687		26,687		26,663		26,663		26,711		26,711
Managed		485		485		485		485		485		485		485
Assisted living facilities		413		413		413		413		413		341		341

		27,665		27,585		27,585		27,561		27,561		27,537		27,537

Revenue mix %:
Medicare		38		37		36		33		34		33		32
Medicaid		37		38		38		40		39		41		41
Medicare Advantage		7		7		7		7		8		7		7
Private and other		18		18		19		20		19		19		20
Patient days (a):
Medicare		370,395		358,760		345,362		334,156		342,567		328,011		313,642
Medicaid		1,232,620		1,229,517		1,255,418		1,248,442		1,218,903		1,215,623		1,226,855
Medicare Advantage		97,460		94,483		95,751		95,730		101,312		97,583		93,287
Private and other		425,414		435,667		436,074		441,362		422,983		412,403		423,070

		2,125,889		2,118,427		2,132,605		2,119,690		2,085,765		2,053,620		2,056,854

Patient day mix % (a):
Medicare		17		17		16		16		16		16		15
Medicaid		58		58		59		59		59		59		60
Medicare Advantage		5		4		5		4		5		5		4
Private and other		20		21		20		21		20		20		21
Revenues per patient day (a):
Medicare Part A	$	537	$	544	$	550	$	491	$	484	$	483	$	490
Total Medicare (including Part B)		579		589		599		544		536		538		546
Medicaid		172		173		174		176		176		178		179
Medicaid (net of provider taxes) (b)		155		156		155		156		156		158		158
Medicare Advantage		416		420		421		405		407		405		409
Private and other		235		240		243		241		248		250		250
Weighted average		267		268		268		258		261		261		260
Average daily census (a)		23,621		23,279		23,180		23,040		22,920		22,567		22,357
Admissions (a)		20,619		20,143		20,118		19,914		20,863		19,593		19,064
Occupancy % (a)		86.9		85.9		85.5		85.1		84.7		83.5		82.6
Medicare average length of stay (a)		32.9		33.4		33.0		32.1		31.8		32.2		32.8
Annualized employee turnover %		37.8		39.8		40.2		39.2		36.9		39.2		39.9

(a)	Excludes managed facilities.

(b)	Provider taxes are recorded in other operating expenses for all periods presented.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (Continued)

Operating Data (Continued)

(Unaudited)


	2011 Quarters								2012 Quarters
	First		Second		Third		Fourth		First		Second		Third
Rehabilitation division data:
Skilled nursing rehabilitation services:
Revenue mix %:
Company-operated		50		36		23		23		23		22		22
Non-affiliated		50		64		77		77		77		78		78
Sites of service (at end of period)		641		1,848		1,835		1,774		1,722		1,730		1,735
Revenue per site	$	178,812	$	137,316	$	137,643	$	139,077	$	148,346	$	147,507	$	146,086
Therapist productivity %		80.6		81.6		80.5		80.1		80.3		80.4		80.5
Hospital rehabilitation services:
Revenue mix %:
Company-operated		94		54		29		32		38		38		38
Non-affiliated		6		46		71		68		62		62		62
Sites of services (at end of period):
Inpatient rehabilitation units		1		104		102		102		100		102		104
LTAC hospitals		93		97		99		115		125		125		123
Sub-acute units		8		22		23		25		19		20		20
Outpatient units		12		119		114		115		111		115		117
Other		5		8		7		8		5		5		5

		119		350		345		365		360		367		369

Revenue per site	$	188,989	$	199,661	$	202,352	$	192,410	$	206,580	$	199,943	$	194,848

Annualized employee turnover %		14.5		17.1		16.5		16.5		19.6		16.9		17.3

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion of the Company’s exposure to market risk contains “forward-looking statements” that involve risks and uncertainties. Given the unpredictability of interest rates as well as other factors, actual results could differ materially from those projected in such forward-looking information.

The Company’s exposure to market risk relates to changes in the prime rate, federal funds rate and LIBOR which affect the interest paid on certain borrowings.

The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by expected maturity date.

Interest Rate Sensitivity

Principal (Notional) Amount by Expected Maturity

Average Interest Rate

(Dollars in thousands)


	Expected maturities																				Fair value 9/30/12
	2012			2013			2014			2015			2016			Thereafter			Total		Fair value 9/30/12
Liabilities:
Long-term debt, including amounts due within one year:
Fixed rate:
Notes	$	—		$	—		$	—		$	—		$	—		$	550,000		$	550,000	$	535,150
Other		25			102			109			116			123			10			485		461	(a)

	$	25		$	102		$	109		$	116		$	123		$	550,010		$	550,485	$	535,611

Average interest rate		6.0	%		6.0	%		6.0	%		6.0	%		6.0	%		8.2	%

Variable rate:
ABL Facility (b)	$	—		$	—		$	—		$	—		$	377,900		$	—		$	377,900	$	377,900
Term Loan Facility (c,d)		1,750			7,000			7,000			7,000			7,000			661,500			691,250		681,987
Other (e)		57			233			233			3,720			—			—			4,243		4,243

	$	1,807		$	7,233		$	7,233		$	10,720		$	384,900		$	661,500		$	1,073,393	$	1,064,130

(a)	Calculated based upon the net present value of future principal and interest payments using a discount rate of 6%.

(b)

Interest on borrowings under the Company’s ABL Facility is payable, at the Company’s option, at a rate per annum equal to the applicable margin plus, at the Company’s option, either (1) LIBOR determined by reference to the costs of funds for eurodollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, or (2) a base rate determined by reference to the highest of (a) the prime rate of JPMorgan Chase Bank, N.A., (b) the federal funds effective rate plus one-half of 1.00% and (c) LIBOR as described in subclause (1) plus 1.00%. At September 30, 2012, the applicable margin for borrowings under the ABL Facility was 2.75% with respect to LIBOR borrowings and 1.75% with respect to base rate borrowings. The applicable margin is subject to adjustment each fiscal quarter, based upon average historical excess availability during the preceding quarter.

(c)

Interest on borrowings under the Term Loan Facility is payable, at the Company’s option, at a rate per annum equal to an applicable margin plus, at the Company’s option, either (1) LIBOR determined by reference to the costs of funds for eurodollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, or (2) a base rate determined by reference to the highest of (a) the prime rate of JPMorgan Chase Bank, N.A., (b) the federal funds effective rate plus one-half of 1.00% and (c) LIBOR described in subclause (1) plus 1.00%. LIBOR is subject to an interest rate floor of 1.50%. The applicable margin for borrowings under the Term Loan Facility is 3.75% with respect to LIBOR borrowings and 2.75% with respect to base rate borrowings. The expected maturities for the Term Loan Facility exclude the original issue discount of approximately $6 million.

(d)

(e)	Interest based upon LIBOR plus 4%.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures and Changes in Internal Control Over Financial Reporting

The Company has carried out an evaluation under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2012, the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

There has been no change in the Company’s internal control over financial reporting during the Company’s quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

The Company is a party to various legal actions (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of business. The Company cannot predict the ultimate outcome of pending litigation and regulatory and other governmental audits and investigations. These matters could potentially subject the Company to sanctions, damages, recoupments, fines and other penalties. The DOJ, CMS or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future which may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations and liquidity. See Note 16 of the notes to condensed consolidated financial statements for a description of the Company’s other pending legal proceedings.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total number of shares (or units) purchased (a)		Average price paid per share (or unit) (b)		Total number of shares (or units) purchased as part of publicly announced plans or programs		Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
Month #1 (July 1 – July 31)		—	$	—		—	$	—
Month #2 (August 1 – August 31)		—		—		—		—
Month #3 (September 1 – September 30)		22,653		12.09		—		—

Total		22,653	$	12.09		—	$	—

(a)

This amount represents shares of the Company’s common stock, par value $0.25 per share, that were tendered by an employee of the Company to pay the exercise price and income taxes owed in connection with the exercise of a non-qualified stock option previously granted under the Company’s 2001 Stock Incentive Plan (the “Tendered Shares”). For such employee, the total option exercise payment and tax withholding obligation was divided by the closing price of the Company’s common stock on the New York Stock Exchange on the day immediately prior to the date the option was exercised to determine the total number of Tendered Shares required to satisfy such option exercise payment and tax withholding obligation.

(b)	The average price per share for each period was calculated by dividing the sum of the aggregate value of the Tendered Shares by the total number of Tendered Shares.

PART II. OTHER INFORMATION (Continued)

Item 6.

Exhibits


10.1		Employment Agreement dated as of September 20, 2012 by and between Kindred Healthcare Operating, Inc. and Benjamin A. Breier. Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 20, 2012 (Comm. File No. 001-14057) is hereby incorporated by reference.

10.2		Amendment No. 1 to the ABL Credit Agreement dated as of October 4, 2012, by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, each Incremental Lender and each of the other Lenders and Credit Parties thereto. Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 4, 2012 (Comm. File No. 001-14057) is hereby incorporated by reference.

10.3		Incremental Amendment No. 1 to the Term Loan Credit Agreement dated as of October 4, 2012, by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, each Incremental Term Lender and each of the other Credit Parties thereto. Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 4, 2012 (Comm. File No. 001-14057) is hereby incorporated by reference.

31		Rule 13a-14(a)/15d-14(a) Certifications.

32		Section 1350 Certifications.

101.INS		XBRL Instance Document. *

101.SCH		XBRL Taxonomy Extension Schema Document. *

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document. *

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document. *

101.LAB		XBRL Taxonomy Extension Label Linkbase Document. *

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document. *

*	In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

SIGNATURES

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


						KINDRED HEALTHCARE, INC.

Date: November 6, 2012						/s/ PAUL J. DIAZ
						Paul J. Diaz Chief Executive Officer

Date: November 6, 2012						/s/ RICHARD A. LECHLEITER
						Richard A. Lechleiter Executive Vice President and Chief Financial Officer