----

|                          |
|--------------------------|
|                          |  |
| 001-10315                | 63-0860407 |
| (Commission File Number) | (IRS Employer Identification No.) |
|                     |   |

|        |
|--------|
|        |  |
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|   |   |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|   |   |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|   |   |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

----

----

----

|                                                                                |
|--------------------------------------------------------------------------------|
|                                                                                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                           | Three Months Ended September 30, |   | Nine Months Ended September 30, |   | Year Ended December 31, |
|                                                                           |   |   |
|                                                                           | 2014 |   | 2013 |   | 2014 |   | 2013 |   | 2013 |   | 2012 |
|                                                                           | (In Millions) |
| Net cash provided by operating activities                                      | $ | 139.6 |  |   | $ | 142.6 |  |   | $ | 374.7 |  |   | $ | 369.4 |  |   | $ | 470.3 |  |   | $ | 411.5 |  |
| Provision for doubtful accounts                                                | (8.2 | ) |   | (8.0 | ) |   | (25.0 | ) |   | (22.4 | ) |   | (26.0 | ) |   | (27.0 | ) |
| Professional fees—accounting, tax, and legal                             | 4.0 |  |   | 4.2 |  |   | 7.6 |  |   | 7.8 |  |   | 9.5 |  |   | 16.1 |  |
| Interest expense and amortization of debt discounts and fees                   | 27.8 |  |   | 25.3 |  |   | 83.5 |  |   | 73.9 |  |   | 100.4 |  |   | 94.1 |  |
| Equity in net income of nonconsolidated affiliates                             | 1.9 |  |   | 2.0 |  |   | 8.8 |  |   | 8.2 |  |   | 11.2 |  |   | 12.7 |  |
| Net income attributable to noncontrolling interests in continuing operations   | (14.7 | ) |   | (14.1 | ) |   | (44.3 | ) |   | (42.5 | ) |   | (57.8 | ) |   | (50.9 | ) |
| Amortization of debt discounts and fees                                        | (3.2 | ) |   | (1.0 | ) |   | (9.5 | ) |   | (3.0 | ) |   | (5.0 | ) |   | (3.7 | ) |
| Distributions from nonconsolidated affiliates                                  | (2.9 | ) |   | (4.6 | ) |   | (9.4 | ) |   | (9.6 | ) |   | (11.4 | ) |   | (11.0 | ) |
| Current portion of income tax expense                                          | 3.2 |  |   | 2.5 |  |   | 9.8 |  |   | 3.0 |  |   | 6.3 |  |   | 5.9 |  |
| Change in assets and liabilities                                               | (0.8 | ) |   | (14.4 | ) |   | 43.7 |  |   | 21.8 |  |   | 48.9 |  |   | 58.1 |  |
| Net premium (received) paid on bond redemption                                 | (6.3 | ) |   | — |  |   | (6.3 | ) |   | — |  |   | 1.7 |  |   | 1.9 |  |
| Net cash (provided by) used in operating activities of discontinued operations | (0.2 | ) |   | 1.2 |  |   | 1.0 |  |   | 1.4 |  |   | 1.9 |  |   | (2.0 | ) |
| Other                                                                          | (0.2 | ) |   | (0.2 | ) |   | 2.2 |  |   | 1.3 |  |   | 1.6 |  |   | 0.2 |  |
| Adjusted EBITDA                                                                | $ | 140.0 |  |   | $ | 135.5 |  |   | $ | 436.8 |  |   | $ | 409.3 |  |   | $ | 551.6 |  |   | $ | 505.9 |  |

----

|                |
|----------------|
|                |  |  |
| Exhibit Number |   | Description |
| 99.1           |   | Press release of HealthSouth Corporation, dated October 27, 2014. |
| 99.2           |   | Supplemental slides provided in connection with the third quarter 2014 earnings call of HealthSouth Corporation. |

----

|        |
|--------|
|        |  |  |
|   |   |   |
| By:    | /S/   JOHN P. WHITTINGTON |
|   | Name: | John P. Whittington |
|   | Title: | Executive Vice President, General Counseland Corporate Secretary |