##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1 to Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006
 OR
 o
    
    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 000-50351
 Genesis HealthCare Corporation
  101 East State StreetPennsylvania
    
    Kennett Square, PA 19348
    
    20-0023783(State or other jurisdiction of
    
    (Address of principal executive
    
    (I.R.S. Employerincorporation or organization)
    
    offices including zip code)
    
    Identification Number)
 (610) 444-6350
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $.01 per share
    
    NASDAQ Stock Market LLC

Preferred Share Purchase Rights, no par value per share
    þ o
  þ o
  þ o
 o
  þ o o
  o þ
 (1)
  (2)
 þ o
   (1)
    
    The aggregate market value of the voting and non-voting common stock
set forth above equals the number of shares of the registrants common
stock outstanding, reduced by the number of shares of common stock
held by officers, directors and shareholders owning in excess of 10%
of the registrants common stock, multiplied by the last reported sale
price for the registrants common stock on the most recently completed
second fiscal quarter. The information provided shall in no way be
construed as an admission that any officer, director or 10%
shareholder of the registrant may or may not be deemed an affiliate of
the registrant or that he/she/it is the beneficial owner of the shares
reported as being held by him/her/it, and any such inference is hereby
disclaimed. The information provided herein is included solely for
record keeping purposes of the Securities and Exchange Commission.(2)
    
    In 2000, prior to the creation of the registrant, a substantial
majority of the registrants subsidiaries filed for relief under
Chapter 11 of the Bankruptcy Code and emerged from such proceeding in
2001.




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##### 



EXPLANATORY NOTE
  INDEX
 PART IIIITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    3ITEM 11: EXECUTIVE COMPENSATION
    
    
    6ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    14ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    17ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    17PART IVITEM 15: EXHIBITS
    
    
    18Certification of George V. Hager, Jr., Chief Executive OfficerCertification of James V. McKeon, Chief Financial OfficerCertification of George V. Hager, Jr., Chief Executive Officer pursuant to 18 U.S.C. Section 1350Certification of James V. McKeon, Chief Financial Officer pursuant to 18 U.S.C. Section 1350
  2




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##### 



PART III
 
 ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Name
    
    Age
    
    Position
    
    Term ExpiresGeorge V. Hager, Jr.
    
    
    51
    
    
    Chief Executive Officer and
    
    
    2008Class I Director (Chairman ofthe Board of Directors)John F. DePodesta
    
    
    62
    
    
    Class III Director
    
    
    2007Robert H. Fish
    
    
    56
    
    
    Class II Director (Lead Director)
    
    
    2009J. Michael Gallagher
    
    
    59
    
    
    Class III Director
    
    
    2007Kevin M. Kelley
    
    
    49
    
    
    Class I Director
    
    
    2008Charles W. McQueary
    
    
    54
    
    
    Class II Director
    
    
    2009Charlene Connolly Quinn
    
    
    52
    
    
    Class II Director
    
    
    2009Terry Allison Rappuhn
    
    
    50
    
    
    Class III Director
    
    
    2007
  John F. DePodesta
 Robert H. Fish
 3




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##### 



J. Michael Gallagher
 Kevin M. Kelley
 Charles W. McQueary
 Charlene Connolly Quinn
 Terry Allison Rappuhn ®
 AUDIT
COMMITTEE AND FINANCIAL EXPERT
  SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   4




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##### 



Code of Business Conduct and Ethics
 Code of Business
Conduct and Ethics, Code of Business Conduct and Ethics Code of Ethics for Senior Financial Officers Code of
Business Conduct Code of
Business Conduct and Ethics
 5




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##### 



ITEM 11: EXECUTIVE COMPENSATION
 Summary Compensation Table
  Annual Compensation
    
    Long Term CompensationRestricted
    
    SecuritiesStock
    
    Underlying
    
    All OtherFiscal
    
    Salary ($)
    
    Bonus ($)
    
    Awards ($)
    
    Options/
    
    Compensation ($)Name and Position
    
    Year
    
    (1)
    
    (2)
    
    (3)
    

SARs # (4)
    
    (5)George V. Hager, Jr.
    
    
    2006
    
    
    $
    715,000
    
    
    $
    180,700
    
    
    $
    75,300
    
    
    
    140,000
    
    
    $
    44,806Chief Executive
Officer and
    
    
    2005
    
    
    $
    675,000
    
    
    $
    350,265
    
    
    $
    145,931
    
    
    
    
    
    
    $
    3,026Chairman
    
    
    2004
    
    
    $
    600,000
    
    
    $
    525,000
    
    
    $
    2,195,000
    
    
    
    200,000
    
    
    $
    3,000James V. McKeon
    
    
    2006
    
    
    $
    395,000
    
    
    $
    42,500
    
    
    $
    17,700
    
    
    
    50,000
    
    
    $
    2,876Executive Vice
President and
    
    
    2005
    
    
    $
    375,000
    
    
    $
    162,000
    
    
    $
    51,000
    
    
    
    
    
    
    $
    2,876Chief Financial
Officer
    
    
    2004
    
    
    $
    325,000
    
    
    $
    630,200
    
    
    $
    1,097,500
    
    
    
    75,000
    
    
    $
    2,842Robert A. Reitz
    
    
    2006
    
    
    $
    390,000
    
    
    $
    42,000
    
    
    $
    17,500
    
    
    
    45,000
    
    
    $
    3,866Executive Vice
President and
    
    
    2005
    
    
    $
    375,000
    
    
    $
    122,000
    
    
    $
    51,000
    
    
    
    
    
    
    $
    3,704Chief Operating Officer
    
    
    2004
    
    
    $
    345,000
    
    
    $
    655,116
    
    
    $
    823,125
    
    
    
    62,500
    
    
    $
    3,240David C. Almquist
    
    
    2006
    
    
    $
    330,000
    
    
    $
    35,500
    
    
    $
    14,800
    
    
    
    40,000
    
    
    $
    3,266Executive Vice President
    
    
    2005
    
    
    $
    315,000
    
    
    $
    90,000
    
    
    $
    38,000
    
    
    
    
    
    
    $
    3,2662004
    
    
    $
    295,000
    
    
    $
    617,559
    
    
    $
    823,125
    
    
    
    62,500
    
    
    $
    3,175Richard P. Blinn
    
    
    2006
    
    
    $
    320,000
    
    
    $
    34,500
    
    
    $
    14,400
    
    
    
    35,000
    
    
    $
    3,266Executive Vice President
    
    
    2005
    
    
    $
    305,000
    
    
    $
    88,000
    
    
    $
    36,000
    
    
    
    
    
    
    $
    3,2172004
    
    
    $
    295,000
    
    
    $
    599,670
    
    
    $
    823,125
    
    
    
    62,500
    
    
    $
    3,175
 
 1.
    
    Includes compensation deferred under the 401(k) Retirement Plan and Non-Qualified
Deferred Compensation Plan.2.
    
    In fiscal 2006, amounts represent performance bonuses earned in fiscal 2006 payable in
fiscal 2007.In fiscal 2005, amounts represent performance bonuses earned in fiscal 2005 payable in
fiscal 2006. Of Mr. McKeons fiscal 2005 bonus, $40,000 was a one-time cash
bonus, awarded to him on January 13, 2006, in recognition of his efforts in Genesis
achievement of compliance with Sarbanes Oxley Section 404.In Fiscal 2004, in consideration of their entering into employment agreements, Genesis paid
a lump-sum cash bonus to Messrs. Almquist, Blinn, McKeon and Reitz in the amount of
$349,559, $331,670, $318,200 and $377,116, respectively. In addition, Messrs. Almquist,
Blinn, McKeon and Reitz received a lump-sum cash spin bonus payment of $118,000, $118,000,
$112,000 and $128,000, respectively; and earned performance bonuses of $103,000, $103,000,
$114,000, and $93,000, respectively, paid in fiscal 2005, and a one-time, special bonus for
Genesis successful transition of operations in the amount of $47,000, $47,000, $86,000, and
$57,000, respectively, paid in fiscal 2005.3.
    
    As compensation for services rendered in fiscal 2006, on January 12, 2007, in
accordance with the terms of the 2006 Incentive Compensation Program, Messrs. Hager,
Almquist, Blinn, McKeon and Reitz were granted restricted stock awards of 1,444 shares, 283
shares, 276 shares, 339 shares and 335 shares, respectively, which were based on a fair
market value of the Common Stock on January 11, 2007, and will 6




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##### 



vest equally over a
three-year period; provided, however, if Genesis achieves 105% of its targeted earnings per
share for the 2007 fiscal year, any shares that would vest in 2009 will be accelerated and
vest in 2008. The vesting dates are: February 1, 2007, April 1, 2007, July 1, 2007, October
1, 2007, January 1, 2008, April 1, 2008, July 1, 2008, October 1, 2008, January 1, 2009
(unless accelerated, in which case the shares scheduled to vest on this date would vest on
January 1, 2008), April 1, 2009 (unless accelerated, in which case the shares scheduled to
vest on this date would vest on April 1, 2008), July 1, 2009 (unless accelerated, in which
case the shares scheduled to vest on this date would vest on July 1, 2008) and October 1,
2009 (unless accelerated, in which case the shares scheduled to vest on this date would
vest on October 1, 2008). The fair market value of the Common Stock on January 11, 2007 was
$52.12. At September 30, 2006, the unvested portion of the restricted stock awards for
Messrs. Hager, Almquist, Blinn, McKeon and Reitz were 48,018 shares, 17,660 shares, 17,619
shares, 23,555 shares and 17,930 shares, respectively. At September 30, 2006, the unvested
value of the restricted stock grants made to Messrs. Hager, Almquist, Blinn, McKeon and
Reitz was $2,287,099, $841,158, $839,193, $1,121,902 and $853,983, respectively, assuming
the market value of the Common Stock of $47.63 on September 30,
2006. See  Acceleration of Vesting of Options and
Restricted Stock.To the extent declared, dividends will accrue and be paid on the Common Stock after the shares
vest.4.
    
    In fiscal 2006, Genesis granted options to purchase 140,000, 40,000, 35,000, 50,000 and
45,000 shares of Common Stock to Messrs. Hager, Almquist, Blinn, McKeon and Reitz,
respectively.In fiscal 2004, Genesis granted options to purchase 31,250, 31,250, 37,500 and 31,250 shares
of Common Stock to Messrs. Almquist, Blinn, McKeon and Reitz,
respectively, on December 1,
2003. On each of December 8, 12, 18 and 24, 2003, Genesis granted options to purchase 50,000
shares of Common Stock to Mr. Hager. On June 1, 2004, Genesis granted options to purchase
31,250, 31,250, 37,500 and 31,250 shares of Common Stock to Messrs. Almquist, Blinn, McKeon
and Reitz, respectively.5.
    
    In fiscal 2006, amounts include company matching contributions under the 401(k)
Retirement Plan and imputed income for life insurance and long-term disability insurance.
Messrs. Hager, Almquist, Blinn, McKeon and Reitz each received $2,000 of 401(k) matching
compensation. Messrs. Hager, Almquist, Blinn, McKeon and Reitz had imputed income for life
insurance of $625, $690, $690, $300 and $1,290, respectively. Messrs. Hager, Almquist,
Blinn, McKeon and Reitz each had imputed income for long-term disability insurance of $576.
The amount shown in the table for Mr. Hager also includes taxable payments on his behalf
of universal life insurance premiums of $41,605.In fiscal 2005, amounts include company matching contributions under the 401(k) Retirement
Plan and imputed income for life insurance and long-term disability insurance. Messrs.
Hager, Almquist, Blinn, McKeon and Reitz each received $2,000 of 401(k) matching
compensation. Messrs. Hager, Almquist, Blinn, McKeon and Reitz had imputed income for life
insurance of $450, $690, $664, $300 and $1,129,
respectively. Messrs. Hager, Almquist, McKeon and Reitz each had imputed income for
long-term disability insurance of $576, while Mr. Blinn had imputed income for long-term
disability insurance of $554.In fiscal 2004, amounts include company matching contributions under the 401(k) Retirement
Plan and imputed income for life insurance and long-term disability insurance. Messrs.
Hager, Almquist, Blinn, McKeon and Reitz each received $2,000 of 401(k) matching
compensation. Messrs. Hager, Almquist, Blinn, McKeon and Reitz had imputed income for life
insurance of $450, $625, $625, $292 and $690, respectively. Messrs. Hager, Almquist, Blinn,
McKeon and Reitz each had imputed income for long-term disability insurance of $550. 7




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##### 



Option Grants in 2006
  Individual GrantsNumber of
    
    % of Total
    
    
    
    
    
    
    
    
    
    Potential Realizable Value atSecurities
    
    Options
    
    
    
    
    
    
    
    
    
    Assumed Annual Rates of StockUnderlying
    
    Granted to
    
    
    
    
    
    
    
    
    
    Price Appreciation for OptionOptions Granted
    
    Employees in
    
    Exercise Price
    
    Expiration
    
    Term (2)Name
    
    (1)
    
    Fiscal 2006
    
    Per Share
    
    Date
    
    5%
    
    10%George V. Hager, Jr.
    
    
    140,000
    
    
    
    24.91
    %
    
    $
    36.40
    
    
    
    12/16/15
    
    
    $
    3,289,234
    
    
    $
    8,256,067James V. McKeon
    
    
    50,000
    
    
    
    8.90
    %
    
    $
    36.40
    
    
    
    12/16/15
    
    
    $
    1,174,723
    
    
    $
    2,948,596Robert A. Reitz
    
    
    45,000
    
    
    
    8.01
    %
    
    $
    36.40
    
    
    
    12/16/15
    
    
    $
    1,057,251
    
    
    $
    2,653,736David C. Almquist
    
    
    40,000
    
    
    
    7.12
    %
    
    $
    36.40
    
    
    
    12/16/15
    
    
    $
    939,778
    
    
    $
    2,358,876Richard P. Blinn
    
    
    35,000
    
    
    
    6.23
    %
    
    $
    36.40
    
    
    
    12/16/15
    
    
    $
    822,306
    
    
    $
    2,064,017
 
 (1)
    
    In the event of a change of control (as defined in the option agreement) of Genesis,
each option may, from and after the date which is six months after the change of control,
be exercised for up to 100% of the total number of shares then subject to the option minus
the number of shares previously purchased upon exercise of the option and the vesting date
will accelerate accordingly. Each option is non-transferable during the lifetime of the
executive officer. All of the above options vest equally in 12 quarterly installments
commencing on January 1, 2006, and continuing to, and including
October 1, 2008. See  Acceleration of Vesting of Options and
Restricted stock.(2)
    
    Potential realizable value represents the difference between the market value for the
Common Stock for which the option may be exercised, assuming that the market of the Common
Stock on the date of grant appreciates in value to the end of the ten-year option term at
annualized rates of 5% and 10%, respectively, and the exercise price of the option. The
rates of appreciation used in this table are prescribed by regulation of the SEC and are
not intended to forecast future appreciation of the market value of the Common Stock. Aggregated Option Exercises in 2006 and 2006 Year-End Option Values
  Number of Securities
    
    Value of UnexercisedShares
    
    
    
    
    
    Underlying Unexercised Options
    
    In-the-Money Options atAcquired
    
    Value
    
    at September 30, 2006
    
    September 30, 2006 (1)Name
    
    on Exercise
    
    Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableGeorge V. Hager, Jr.
    
    
    
    
    
    $
    
    
    
    
    150,000
    
    
    
    155,000
    
    
    $
    3,231,598
    
    
    $
    2,425,513James V. McKeon
    
    
    
    
    
    $
    
    
    
    
    54,375
    
    
    
    44,375
    
    
    $
    1,127,525
    
    
    $
    582,975Robert A. Reitz
    
    
    26,042
    
    
    $
    666,675
    
    
    
    41,979
    
    
    
    39,479
    
    
    $
    805,204
    
    
    $
    513,888David C. Almquist
    
    
    26,041
    
    
    $
    492,147
    
    
    
    10,000
    
    
    
    35,729
    
    
    $
    112,296
    
    
    $
    471,775Richard P. Blinn
    
    
    28,645
    
    
    $
    611,335
    
    
    
    14,479
    
    
    
    31,979
    
    
    $
    233,129
    
    
    $
    429,663
 
 (1)
    
    Values for in-the-money options represent the positive spread
between the respective exercise prices of outstanding options and the
fiscal year-end value of the Common Stock at September 30, 2006, which
was $47.63. 8




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##### 



Fiscal 2006 and 2007 Director Compensation
  Acceleration
of Vesting of Options and Restricted Stock
  Employment Agreements
    9




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##### 




    
    Genesis will pay him a pro rata bonus for the portion of the year of termination preceding
his termination based upon an annual amount equal to 110% of his salary, and a lump-sum cash
payment equal to two times his termination base salary (as defined by
the agreement) plus, in
lieu of bonus, two times his termination base salary, less any applicable disability insurance
benefits (if terminated as a result of disability), for the two-year period beginning with the
date of termination;
    
    Genesis will also continue to provide the health and life insurance benefits provided to
him and his spouse and eligible dependants immediately prior to his date of termination for a
period of two years following the date of termination; and
    
    all restricted stock, stock option and performance share awards made to him will fully vest.
     10




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##### 



Compensation Committee Interlocks and Insider Participation
  Benefit Plans
  2003 Stock Option Plan
    .
 2003 Stock Incentive Plan
  11




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##### 



Deferred Compensation Plan
  Incentive Compensation Program
  2006 Incentive Compensation Program
 12




---



##### 



2007 Incentive Compensation Program
  13




---



##### 



ITEM 12:
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
     14




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##### 



Shares of Common
    
    
    
    
    
    Percent of CommonStock Beneficially
    
    
    
    
    
    Stock BeneficiallyOwned (1)
    
    
    
    
    
    Owned (1)Advisory Research, Inc.
    
    
    2,674,418
    
    
    
    (2
    )
    
    
    13.52
    %180 North Stetson St., Suite 5780
Chicago, Il 60601Barclays Global Investors, N.A.
    
    
    1,173,519
    
    
    
    (3
    )
    
    
    5.93
    %45 Fremont Street
San Francisco, CA 94105Copper Arch Capital, LLC
    
    
    1,093,350
    
    
    
    (4
    )
    
    
    5.53
    %Scott Sipprelle
Jonathan Jodka
565 Fifth Avenue, 11th Floor
New York, NY 10017Dimensional Fund Advisors, Inc.
    
    
    1,038,976
    
    
    
    (5
    )
    
    
    5.25
    %1299 Ocean Avenue, 11th floor
Santa Monica, CA 90401Donald Smith & Co., Inc.
    
    
    1,279,328
    
    
    
    (6
    )
    
    
    6.47
    %152 West 57th Street
New York, NY 10019Mellon Financial Corporation
    
    
    1,205,387
    
    
    
    (7
    )
    
    
    6.10
    %One Mellon Center
Pittsburgh, PA 15258Northbrook GH, LLC500 Skokie BoulevardSuite 310
    
    
    1,008,983
    
    
    
    (8
    )
    
    
    5.10
    %Northbrook, Illinois 60062Wellington Management Company, LLP
    
    
    1,469,289
    
    
    
    (9
    )
    
    
    7.43
    %75 State Street
Boston, MA 02109David C. Almquist
    
    
    22,505
    
    
    
    (10
    )
    
    
    *Richard P. Blinn
    
    
    35,525
    
    
    
    (11
    )
    
    
    *John F. DePodesta
    
    
    4,328
    
    
    
    (12
    )
    
    
    *Robert H. Fish
    
    
    4,328
    
    
    
    (13
    )
    
    
    *J. Michael Gallagher
    
    
    4,328
    
    
    
    (12
    )
    
    
    *George V. Hager, Jr.
    
    
    223,453
    
    
    
    (14
    )
    
    
    1.12
    %Kevin M. Kelley
    
    
    2,597
    
    
    
    (12
    )
    
    
    *A.T. Locilento Jr.
    
    
    3,000
    
    
    
    (15
    )
    
    
    *James V. McKeon
    
    
    69,611
    
    
    
    (16
    )
    
    
    *Charles W. McQueary
    
    
    2,164
    
    
    
    (12
    )
    
    
    *Charlene Connolly Quinn
    
    
    4,328
    
    
    
    (12
    )
    
    
    *Terry Allison Rappuhn
    
    
    4,328
    
    
    
    (12
    )
    
    
    *Robert A. Reitz
    
    
    55,236
    
    
    
    (17
    )
    
    
    *All executive officers and
    
    
    552,789
    
    
    
    (18
    )
    
    
    2.72
    %directors as a group (17 persons)
 
 *
    
    Less than one percent. 15




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##### 



(1)
    
    Excludes the beneficial ownership of units of Common Stock held by certain executive
officers pursuant to Genesis deferred compensation plan, which such executive officers
cannot vote.(2)
    
    Based on a Schedule 13G filed with the SEC on February 14, 2006.(3)
    
    Based on a Schedule 13G filed with the SEC on January 23, 2007.
 The Schedule 13G indicates that Barclays Global Investors, N.A. beneficially owns 547,353 shares of Common Stock,
Barclays Global Fund Advisors beneficially owns 613,607 shares of Common Stock and Barclays Global Investors,
LTD beneficially owns 12,559 shares of Common Stock.  Each of the
entities disclaims membership in a group.(4)
    
    Based on a Schedule 13G filed with the SEC on February 12, 2004. Copper Arch Capital,
LLC (CAC) is a registered investment advisor that serves as investment advisor to Copper
Arch Fund, LP, which beneficially owns 381,900 shares of Common Stock, Copper Arch Fund
Offshore Portfolio, Ltd., which beneficially owns 632,700 shares of Common Stock, and
Copper Spire Fund plc, which beneficially owns 78,750 shares of Common Stock. As investment
advisor, CAC may be deemed to beneficially own all such shares. Copper Arch Partners, LLC
(CAP) is the general partner of Copper Arch Fund, L.P. and as such may be deemed to
beneficially own the 381,900 shares beneficially owned by Copper Arch Fund, L.P. By virtue
of their ownership interests, Scott Sipprelle and Jonathan Jodka may be deemed to
beneficially own the aggregate amount of 1,093,350 shares of Common Stock beneficially
owned by Copper Arch Fund, LP, Copper Arch Fund Offshore Portfolio, Ltd. and Copper Spire
Fund plc. CAC, CAP, Mr. Sipprelle and Mr. Jodka disclaim beneficial ownership of the shares
of Common Stock.(5)
    
    Based on a Schedule 13G filed with the SEC on February 1, 2006.(6)
    
    Based on a Schedule 13G filed with the SEC on February 26, 2006. According to the
Schedule 13G, all shares are owned by advisory clients of Donald Smith & Co., Inc., no one
of which, to the knowledge of Donald Smith & Co., Inc., owns more than 5 percent of the
Common Stock.(7)
    
    Based on a Schedule 13G filed with the SEC on February 15, 2006.(8)
    
    Based on a Schedule 13D filed with the SEC on January 26, 2007.(9)
    
    Based on a Schedule 13G filed with the SEC on February 14, 2006. Wellington Management
Company, LLP (WMC) indirectly beneficially owns 1,974,566 shares of Common Stock in its
capacity as investment advisor. These shares are held of record by clients of WMC.(10)
    
    Includes 22,396 shares of Common Stock issuable upon the exercise of options that are
exercisable within 60 days of January 26, 2007. Excludes 13,995 shares of Common Stock
subject to awards granted pursuant to the 2003 Stock Incentive Plan, which restrictions
will not lapse within 60 days of January 26, 2007.(11)
    
    Includes 26,041 shares of Common Stock issuable upon the exercise of options that are
exercisable within 60 days of January 26, 2007. Excludes 13,956 shares of Common Stock
subject to awards granted pursuant to the 2003 Stock Incentive Plan, which restrictions
will not lapse within 60 days of January 26, 2007.(12)
    
    Excludes 7,917 shares of Common Stock subject to awards granted pursuant to the 2003
Stock Incentive Plan, which restrictions will not lapse within 60 days of January 26, 2007.(13)
    
    Excludes 11,417 shares of Common Stock subject to awards granted pursuant to the 2003
Stock Incentive Plan, which restrictions will not lapse within
60 days of January 26, 2007.(14)
    
    Includes 223,333 shares of Common Stock issuable upon the exercise of options that are
exercisable within 60 days of January 26, 2007. Excludes 38,669 shares of Common Stock
subject to awards granted pursuant to the 2003 Stock Incentive Plan, which restrictions
will not lapse within 60 days of January 26, 2007.(15)
    
    Includes 2,500 shares of Common Stock issuable upon the exercise of options that are
exercisable within 60 days of January 26, 2007. Excludes 2,500 shares of Common Stock
subject to awards granted pursuant to the 2003 Stock Incentive Plan, which restrictions
will not lapse within 60 days of January 26, 2007.(16)
    
    Includes 69,583 shares of Common Stock issuable upon the exercise of options that are
exercisable within 60 days of January 26, 2007. Excludes 18,630 shares of Common Stock
subject to awards granted pursuant to the 2003 Stock Incentive Plan, which restrictions
will not lapse within 60 days of January 26, 2007. 16




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##### 



(17)
    
    Includes 55,208 shares of Common Stock issuable upon the exercise of options that are
exercisable within 60 days of January 26, 2007. Excludes 14,251 shares of Common Stock
subject to awards granted pursuant to the 2003 Stock Incentive Plan, which restrictions
will not lapse within 60 days of January 26, 2007.(18)
    
    Includes: (i) 435,731 shares of Common Stock directly beneficially owned in the
aggregate by the Named Executive Officers and directors as set forth in this table; and (ii) 37,869,
45,436, 12,834 and 20,919 shares of Common Stock directly beneficially owned by Ms.
Coggins, Ms. Hauswald, Mr. DiVittorio and Mr. Pell, respectively (of which 34,477, 45,417,
12,834 and 19,833 shares, respectively, are issuable upon the exercise of options that are
exercisable within 60 days January 26, 2007). Excludes 196,235 shares of
Common Stock subject to awards granted pursuant to the 2003 Stock Incentive Plan, which
restrictions will not lapse within 60 days of January 26, 2007. 
 ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
   2006
    
    
    2005Audit Fees
    
    $
    1,805,000
    
    
    $
    1,900,000Audit-Related Fees
    
    
    142,000
    
    
    
    65,000Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    1,947,000
    
    
    $
    1,965,000
 17




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##### 



Audit Fees
 Audit-Related Fees
 
 PART IV
 
 ITEM 15: EXHIBITS
  ExhibitNumber
    
    Description31.1
    
    Certification of George V. Hager, Jr., Chief Executive Officer of
Genesis HealthCare Corporation, pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended.31.2
    
    Certification of James V. McKeon, Chief Financial Officer of
Genesis HealthCare Corporation, pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended.32.1
    
    Certification of George V. Hager, Jr., Chief Executive Officer of
Genesis HealthCare Corporation, pursuant to 18 U.S.C. Section
1350.32.2
    
    Certification of James V. McKeon, Chief Financial Officer of
Genesis HealthCare Corporation, pursuant to 18 U.S.C. Section
1350.
 18




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##### 



SIGNATURES
  Genesis HealthCare CorporationBy:
    /s/ James V. McKeonJames V. McKeonChief Financial Officer  Signature
    
    Capacity/s/
George V. Hager, Jr.  George
V. Hager, Jr.
    
    Chief Executive Officer (principal executive
officer) and Chairman of the Board/s/ John F. DePodesta John
F. DePodesta
    
    Director/s/ Robert H. Fish Robert
H. Fish
    
    Director/s/ J. Michael Gallagher J.
Michael Gallagher
    
    Director/s/ Kevin M. Kelley Kevin
M. Kelley
    
    Director/s/ Charles W. McQueary Charles
W. McQueary
    
    Director/s/ Charlene Connolly Quinn Charlene
Connolly Quinn
    
    Director/s/ Terry Allison Rappuhn Terry
Allison Rappuhn
    
    Director/s/ James V. McKeonJames V. McKeon
    
    Chief Financial Officer (principal financial officer)/s/ Thomas DiVittorio Thomas
DiVittorio
    
    Vice President and Corporate Controller (principal
accounting officer)
 19